Common use of Registration, Registration of Transfer and Exchange Clause in Contracts

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer Issuing Entity shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, which the Issuer Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer Issuing Entity shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer Issuing Entity as Note Registrar, the Issuer Issuing Entity will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Issuing Entity to be maintained as provided in Section 3.02, if the Issuer requirements of Section 8-401 of the UCC are met the Issuing Entity shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the Issuer requirements of Section 8-401 of the UCC are met the Issuing Entity shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerIssuing Entity, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer Issuing Entity or the Indenture Trustee Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer Issuing Entity shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and the amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's Xxxxxx’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, located in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. Each Person that acquires a Note or a beneficial interest in a Note shall be required to represent, or in the case of a Book-Entry Note, will be deemed to represent by its acceptance of the Note, that (i) it is not, and is not acquiring and will not hold the Note or a beneficial interest in the Note on behalf of or with “plan assets” (as determined under Department of Labor Regulations Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition, holding and disposition of the Note or a beneficial interest in the Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law. Any transfer with respect to which the representation in clause (i) or (ii) above is not true shall be void ab initio. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. (i) the Note Registrar and the Indenture Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Noteholders; (ii) the rights of Noteholders will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Noteholders and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement; (iii) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Noteholders and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (iv) without the consent of the Issuer and the Indenture Trustee, no Note may be transferred by the Clearing Agency except to a successor Clearing Agency that agrees to hold such Note for the account of the Owners or except upon the election of the Owner thereof or a subsequent transferee to hold such Note in physical form. Neither the Indenture Trustee nor the Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Note an interest in which is transferable through the facilities of the Clearing Agency.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, by the Holder Noteholder thereof or such HolderNoteholder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, by the Holder Noteholder thereof or such Holder's Noteholder’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture (including, without limitation, this Section 2.4), such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. (a) The Note Registrar, acting as agent of the Issuer for this purpose only, shall cause to be kept maintain a register (the "NOTE REGISTER") Note Register in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration transfers and exchanges of transfers of NotesNotes as provided in this Indenture. The Indenture Trustee shall be "NOTE REGISTRAR" is hereby initially appointed Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein providedprovided in this Indenture. Upon any resignation of any In the event that, subsequent to the Closing Date, the Indenture Trustee notifies the Issuer that it is unable to act as Note Registrar, the Issuer shall promptly appoint a another bank or trust company, having an office or agency located in the United States, agreeing to act in accordance with the provisions of this Indenture applicable to it, and otherwise acceptable to the Indenture Trustee, to act as successor or, if it elects not Note Registrar under this Indenture. The Issuer shall have the right to make such an appointment, assume inspect the duties of Note RegistrarRegister at all reasonable times and to obtain copies thereof. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. . (b) Upon the proper surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denominations of a like aggregate principal amount. . (c) At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee and the Note Registrar duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. . (d) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (e) All Notes surrendered for registration of transfer or exchange of Notes, other than exchanges shall be canceled and subsequently destroyed pursuant to Section 2.03 2.08. (f) Each purchaser and transferee of a Class A Note (or 9.06 any interest therein) will be deemed to represent, warrant and covenant that either (a) it is not involving acquiring such Note with the assets of a Benefit Plan or (b) the acquisition, holding and disposition of such Note will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any law that is substantially similar to the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code. (g) The Retained Notes transferred after the first Payment Date will not be transferred (i) to a Non-U.S. Person and only provided that the transferee agrees to restrict subsequent transfers of such Notes to Persons that are “United States persons” within the meaning of Section 7701(a)(30) of the Code or (ii) to a Benefit Plan, unless, in each case, a written Opinion of Counsel, which counsel and opinion shall be reasonably acceptable to the Indenture Trustee and the Depositor, is delivered and addressed to the Indenture Trustee and the Depositor to the effect that, for U.S. federal income tax purposes, such Retained Notes after such transfer will be classified as debt. In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered form may be required by the Administrator as a condition to such transfer. The preceding Indenture Trustee shall have no duty to monitor the compliance of the provisions of this paragraph and may conclusively rely on the Administrator to do the same. This Section notwithstanding2.04(g) shall apply only to Retained Notes other than the Class B Notes, which shall be governed instead by the Issuer shall not be required to make applicable transfer and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Noteother restrictions set forth in Section 2.14 hereof.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2 hereof, the Owner Trustee on behalf of the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.4 or 9.06 Section 9.6 hereof not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the "NOTE REGISTER"register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Company shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided Company in Section 3.02a Place of Payment, in compliance with all applicable requirements of this Indenture and applicable law, the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in series, of any authorized denominations, denominations and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in series, of any authorized denominations, denominations and of a like tenor and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerCompany, 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 exchange shall (if so required by the Company or the Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Company and the Note Registrar duly executed byexecuted, by the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of registration, transfer or exchange of Notes, but the Issuer or the Indenture Trustee Company may require payment of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfertherewith. The preceding provisions of this Section notwithstanding, the Issuer Company shall not be required (i) to make and issue, transfer or exchange any Note during a period beginning at the Note Registrar need not register transfers opening of business 15 days before the day of the mailing of a notice of redemption (or exchanges purchase) of Notes selected for redemption (or purchase) under Section 1004 and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Note so selected for a period of 15 days preceding the due date for any payment with respect to the Noteredemption (or purchase) in whole or in part.

Registration, Registration of Transfer and Exchange. (a) The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be the initial "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. . (b) If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. . (c) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. . (d) At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. . (e) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (f) Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. . (g) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 11.06 not involving any transfer. . (h) The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be is hereby initially appointed "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Indenture Trustee shall remain the Note Registrar throughout the term hereof. Upon any resignation of any Note Registrarthe Indenture Trustee, the Issuer shall promptly appoint a successor successor, with the approval of the Note Insurer, or, if it elects not to make in the absence of such an appointment, the Issuer shall assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer Owner Trustee on behalf of the Issuer, shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denominations and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, and of a like aggregate initial principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Owner Trustee shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Note Registrar duly executed by, by the Holder thereof or such Holder's its attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or and the Indenture Trustee Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 2.07 not involving any transfertransfer or any exchange made by the Note Insurer. The preceding provisions of this Section notwithstanding, the Issuer Note Registrar shall not be required to make and register the transfer of a Note unless the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for has received a period of 15 days preceding representation letter from the due date for any payment with respect transferee to the Noteeffect that either (i) the transferee is not, and is not acquiring the Note on behalf of or with the assets of, an employee benefit plan or other retirement plan or arrangement that is subject to Title I of the Employee Retirement Income Security Act or 1974, as amended, or Section 4975 of the Code or (ii) the acquisition and holding of the Note by the transferee qualifies for exemptive relief under a Department of Labor Prohibited Transaction Class Exemption. Each Beneficial Owner of a Book-Entry Note shall be deemed to make one of the foregoing representations.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and the amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's Hxxxxx’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, located in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. Each Person that acquires a Note or a beneficial interest in a Note shall be required to represent, or in the case of a Book-Entry Note, will be deemed to represent by its acceptance of the Note, that (i) it is not, and is not acquiring and will not hold the Note or a beneficial interest in the Note on behalf of or with “plan assets” (as determined under Department of Labor Regulations Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition, holding and disposition of the Note or a beneficial interest in the Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law. Any transfer with respect to which the representation in clause (i) or (ii) above is not true shall be void ab initio. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 fifteen (15) days preceding the due date for any payment with respect to the Note. (i) the Note Registrar and the Indenture Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Noteholders; (ii) the rights of Noteholders will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Noteholders and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement; (iii) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Noteholders and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (iv) without the consent of the Issuer and the Indenture Trustee, no Note may be transferred by the Clearing Agency except to a successor Clearing Agency that agrees to hold such Note for the account of the Owners or except upon the election of the Owner thereof or a subsequent transferee to hold such Note in physical form. Neither the Indenture Trustee nor the Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Note an interest in which is transferable through the facilities of the Clearing Agency.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, by the Holder Noteholder thereof or such HolderNoteholder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in an "eligible guarantor institution" meeting the city requirements of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers Registrar, which requirements include membership or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.participation in Securities

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and the amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's Xxxxxx’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, located in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. Each Person that acquires a Note shall be required to represent, or in the case of a Note in book-entry form, will be deemed to represent by its acceptance of the Note, that (i) it is not, and is not acquiring the Note on behalf of or with “plan assets” (as determined under Department of Labor Regulation Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition and holding of the Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law. Any transfer with respect to which the representation in clause (i) or (ii) above is not true shall be void ab initio. The Notes may not be purchased with the assets of a Plan if the Issuer, the Indenture Trustee, the Owner Trustee, the Servicer or the Underwriters or any of their affiliates has investment or administrative discretion with respect to those Plan assets; has authority or responsibility to give, or regularly gives, investment advice with respect to those Plan assets for a fee and pursuant to an agreement or understanding that the advice will serve as a primary basis for investment decisions with respect to those Plan assets and will be based on the particular investment needs for the Plan; or is an employer maintaining or contributing to the Plan. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. (i) the Note Registrar and the Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Noteholders; (ii) the rights of Noteholders will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Noteholders and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement; (iii) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Noteholders and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Trustee; and (iv) without the consent of the Issuer and the Trustee, no such Note may be transferred by the Depository except to a successor Depository that agrees to hold such Note for the account of the Owners or except upon the election of the Owner thereof or a subsequent transferee to hold such Note in physical form. Neither the Trustee nor the Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Note an interest in which is transferable through the facilities of the Depository.

Registration, Registration of Transfer and Exchange. (a) The Issuer and the Co-Issuer shall cause to be kept a register (the "NOTE REGISTER"“Notes Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer and the Co-Issuer shall provide for the registration of Notes and the registration of transfers and exchanges of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" is hereby initially appointed “Notes Registrar” for the purpose of maintaining the Notes Registrar and registering Notes and transfers and exchanges of such Notes with respect to the Notes Register kept in the United States as herein provided. Upon any resignation or removal of any Note the Notes Registrar, the Issuer and the Co-Issuer shall promptly appoint a successor or, if it elects not to make in the absence of such an appointment, assume the duties of Note Notes Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer and the Co-Issuer as Note Notes Registrar, the Issuer will and the Co-Issuer shall give the Indenture Trustee prompt written notice of the appointment of such Note a successor Notes Registrar and of the location, and any change in the location, of the Note Notes Register, and the Indenture Trustee shall have the right to inspect the Note Notes Register at all reasonable times and to obtain copies thereof, thereof and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Notes Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number numbers of such Notes. Upon Subject to this Section 2.5, upon surrender for registration of transfer of any Note Notes at the office or agency of the Issuer to be maintained as provided in Section 3.027.2, the Issuer and the Co-Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class like terms, in any authorized denominations, denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such the office or agencyagency of the Issuer to be maintained as provided in Section 7.2. Whenever any Notes are so Note is surrendered for exchange, the Issuer and the Co-Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued and authenticated upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer and the Co-Issuer, 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 exchange shall be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Issuer and the Notes Registrar duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that payable in connection therewith. None of the Notes Registrar, the Issuer or the Co-Issuer shall be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed 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 Note so selected for redemption. (b) No Note may be imposed sold or transferred (including, without limitation, by pledge or hypothecation) unless such sale or transfer is exempt from the registration requirements of the Securities Act and is exempt from the registration requirements under applicable state securities laws. (c) No Note may be offered, sold, resold or delivered, within the United States or to, or for the benefit of, U.S. Persons except in connection accordance with any registration of transfer or exchange of Section 2.5(e) below and in accordance with Rule 144A to QIBs or, solely with respect to Definitive Notes, IAIs who are also Qualified Purchasers purchasing for their own account or for the accounts of one or more QIBs or IAIs who are also Qualified Purchasers, for which the purchaser is acting as fiduciary or agent. The Notes may be offered, sold, resold or delivered, as the case may be, in offshore transactions to non-U.S. Persons in reliance on Regulation S. None of the Issuer, the Co-Issuer, the Trustee or any other than exchanges Person may register the Notes under the Securities Act or any state securities laws. (d) Upon final payment due on the Stated Maturity Date of a Note, the Holder thereof shall present and surrender such Note at the Corporate Trust Office of the Trustee or at the office of the Paying Agent (outside the United States if then required by applicable law in the case of a Note in definitive form issued in exchange for a beneficial interest in a Regulation S Global Security pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note2.10).

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, by the Holder Noteholder thereof or such HolderNoteholder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as the Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and times, to obtain copies thereof, thereof and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denominations of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other new Notes of the same Class in any authorized denominations, denominations of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, debt and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and the amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's Xxxxxx’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, located in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. Each Person that acquires a Note shall be required to represent, or in the case of a Book Entry Note, will be deemed to represent by its acceptance of the Note, that (i) it is not, and is not acquiring the Note on behalf of or with “plan assets” (as determined under Department of Labor Regulation Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition and holding of the Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law. Any transfer with respect to which the representation in clause (i) or (ii) above is not true shall be void ab initio. The Notes may not be purchased with the assets of a Plan if the Issuer, the Indenture Trustee, the Owner Trustee, the Servicer or the Underwriters or any of their affiliates has investment or administrative discretion with respect to those Plan assets; has authority or responsibility to give, or regularly gives, investment advice with respect to those Plan assets for a fee and pursuant to an agreement or understanding that the advice will serve as a primary basis for investment decisions with respect to those Plan assets and will be based on the particular investment needs for the Plan; or is an employer maintaining or contributing to the Plan. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. (i) the Note Registrar and the Indenture Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Noteholders; (ii) the rights of Noteholders will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Noteholders and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement; (iii) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Noteholders and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (iv) without the consent of the Issuer and the Indenture Trustee, no such Note may be transferred by the Depository except to a successor Xxxxxxxxxx that agrees to hold such Note for the account of the Owners or except upon the election of the Owner thereof or a subsequent transferee to hold such Note in physical form. Neither the Indenture Trustee nor the Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Note an interest in which is transferable through the facilities of the Depository.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, by the Holder Noteholder thereof or such Holder's Noteholder’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture (including, without limitation, this Section 2.4), such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. (a) The Issuer shall cause a note registrar (the “Note Registrar”) to be kept keep a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, which the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. All Notes shall be maintained in “registered form” under Treasury Regulation Section 5f.103-1(c), proposed Treasury Regulation Section 1.163-5 and any applicable temporary, final or other successor regulations. The name and address of each Holder of the Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be recorded in such Note Register, together with the principal amount (and stated interest) of the Notes owing to the Holder of the Notes. Prior to due presentment for registration of transfer, the person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Note Registrar shall not be affected by any notice or knowledge to the contrary. No transfer shall be effective unless recorded in the Note Register. The Indenture Trustee initially shall be "NOTE REGISTRAR" the Note Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. . (b) If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee and the Noteholders prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. ; provided that, upon the reasonable request of any Noteholder, the Note Registrar and the Indenture Trustee shall provide a copy of such certificate to such Noteholder. (c) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.024.2, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. . (d) At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, exchange the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. . (e) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (f) Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Note Registrar duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements may include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. STAMP. (g) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Note Registrar may require payment by such Holder 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.4 not involving any transfer. . (h) The preceding provisions of this Section 2.5 notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 fifteen (15) days preceding the due date for any payment with respect to the Note. (i) Any purported transfer of a Note not in accordance with this Section 2.5 shall be null and void and shall not be given effect for any purpose whatsoever.

Registration, Registration of Transfer and Exchange. (a) The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, which the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the registrar (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. . (b) If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. . (c) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the Issuer requirements of Section 8‑401 of the UCC are met, the Owner Trustee shall execute, on behalf of the Issuer, and the Indenture Trustee shall authenticate and deliver to the Noteholder making such surrender and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denomination and a like aggregate principal amount. . (d) At the option of the Holderrelated Noteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the such Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the Issuer requirements of Section 8-401 of the UCC are met, the Owner Trustee shall execute, and on behalf of the Issuer, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, Trustee the Notes which that the Noteholder making the such exchange is entitled to receive. Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form and substance satisfactory to the Issuer and the Indenture Trustee, duly executed by the Noteholder thereof or its attorney-in-fact duly authorized in writing. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, debt and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notestherewith, other than exchanges pursuant to Section Sections 2.03 or 9.06 not involving any transfer. . (e) The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make make, and the Note Registrar need not register register, transfers or exchanges of Notes any Note selected for redemption redemption. (f) Each Person to whom a Note is transferred will be required to represent, in the case of a Definitive Note, or deemed to represent, in the case of a Book-Entry Note, that either (i) it is not, and it is not investing on behalf of or with plan assets of, (a) an “employee benefit plan” within the meaning of Section 3(3) of ERISA which is subject to Title I of ERISA, (b) a “plan” described in section 4975 of the Code which is subject to Section 4975 of the Code or to any federal, state or local law that imposes requirements similar to Title I of ERISA or Section 4975 of the Code (collectively, “Similar Law”), or (c) an entity whose underlying assets are considered to include “plan assets” of any such employee benefit plan or plan by reason of Department of Labor regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, or otherwise, or (ii) its acquisition and holding of the Note or any interest therein will not constitute or result in a non-exempt prohibited transaction under section 406 of ERISA or Section 4975 of the Code or a similar violation of any applicable Similar Law. (g) The Indenture Trustee shall not be responsible for ascertaining whether any transfer complies with, or for otherwise monitoring or determining compliance with, the requirements or terms of the Securities Act, applicable State securities laws, ERISA or the Code; except that if a period certificate is specifically required by the terms of 15 days preceding this Section to be provided to the due date Indenture Trustee by a prospective transferor or transferee, the Indenture Trustee shall be under a duty to receive and examine the same to determine whether it conforms substantially on its face to the applicable requirements of this Section. (h) Any purported transfer of a Note not in accordance with this Section shall be null and void and shall not be given effect for any payment with respect to the Notepurpose whatsoever.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall be entitled to obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall be entitled to obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. Except for a transfer made to SFM or to an affiliate of SFM, no transfer of a Note in the form of a Definitive Note shall be made unless the Note Registrar shall have received a representation from the transferee of such Note, acceptable to and in form and substance satisfactory to the Note Registrar and the Depositor (such requirement is satisfied only by the Note Registrar’s receipt of a transfer affidavit from the transferee substantially in the form of Exhibit B hereto), to the effect that such transferee (i) is not acquiring such Note for, or with the assets of, an employee benefit plan or other retirement arrangement that is subject to Section 406 of ERISA or Section 4975 of the Code or any substantially similar law (“Similar Law”), or any entity deemed to hold the plan assets of the foregoing (collectively, “Benefit Plans”), or (ii) its acquisition and holding of such Note for, or with the assets of, a Benefit Plan will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code which is not covered under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or some other applicable exemption, and will not result in a non-exempt violation of any Similar Law. In the case of a Note that is a Book-Entry Note, for purposes of clauses (i) or (ii) of the first sentence of the preceding paragraph, such representations shall be deemed to have been made to the Note Registrar by the transferee’s acceptance of such Note that is also a Book-Entry Note (or the acceptance by a Note Holder of the beneficial interest in such Note). To the extent permitted under applicable law (including, but not limited to, ERISA), neither the Indenture Trustee nor the Note Registrar shall have any liability to any Person for any registration of transfer of any Note that is in fact not permitted by this Section 2.03 or for making any payments due on such Note to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement. In addition, neither the Indenture Trustee nor the Note Registrar shall be required to monitor, determine or inquire as to compliance with the transfer restrictions with respect to any Note in the form of a Book-Entry Note, and neither the Indenture Trustee nor the Note Registrar shall have any liability for transfers of a Book-Entry Note or any interest therein made in violation of the restrictions on transfer described in the Prospectus Supplement and this Agreement. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 Any Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's Xxxxxx’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 2.04 or Section 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date Payment Date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note RegistrarRegistrar with the consent of the Note Insurer, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee and the Note Insurer shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Authorized Officer thereof as to the names and addresses of the Holders Owners of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder Owner shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holderany Owner, Notes owned by such Owner may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder Owner shall obtain from the Indenture Trustee, the Notes which the Noteholder Owner making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, by the Holder Owner thereof or such HolderOwner's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder an Owner for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.4 or 9.06 Section 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and the amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, located in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. (i) the Note Registrar and the Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Noteholders; (ii) the rights of Noteholders will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Noteholders and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement; (iii) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Noteholders and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Trustee; and (iv) without the consent of the Issuer and the Trustee, no such Note may be transferred by the Depository except to a successor Depository that agrees to hold such Note for the account of the Owners or except upon the election of the Owner thereof or a subsequent transferee to hold such Note in physical form. Neither the Trustee nor the Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Note an interest in which is transferable through the facilities of the Depository.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such the Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.02 hereof, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amountNote Principal Balance. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory attached to the Indenture Trustee form of Note attached as Exhibit A hereto duly executed by, by the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in an "eligible guarantor institution" meeting the city requirements of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireSecurities Transfer Agents' Medallion Program ("STAMP"). No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 hereof not involving any transfer. The preceding provisions of this Section 2.03 notwithstanding, the Issuer shall not be required to make make, and the Note Registrar need not register register, transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer Issuers and the Subsidiary Guarantors shall cause to maintain in the continental United States a registrar with an office or agency where Notes may be kept presented for registration of transfer or for exchange (“Registrar”) and a paying agent with an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register (the "NOTE REGISTER"“Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the principal amounts term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and number address of such any Agent not a party to the Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuers or any of their Subsidiaries may act as Paying Agent or Registrar. The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent and to act as Note Custodian with respect to the Global Notes at the Corporate Trust Office. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02Registrar, the Issuer Issuers shall execute, execute and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes Notes, of the same Class in any authorized denominations, denominations and of a like tenor and aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, Issuers evidencing the same debt, and entitled to the same benefits under this the 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 Issuers or the Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Issuers and the Registrar duly executed byexecuted, by the Holder thereof or such Holder's its attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Issuers may require payment of a sum sufficient to cover any transfer tax or other governmental charge taxes and fees that may be imposed by law or the Indenture in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant . If the Notes are to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstandingbe redeemed in part, the Issuer Issuers shall not be required (A) to register the transfer of or exchange any Notes during a period of 15 days before a selection of Notes for redemption under Section 4.02, or (B) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Further, the Issuers shall not be required to make register the transfer of or exchange any Notes between a record date and the next succeeding Interest Payment Date. The provisions of clauses (a) through (d) below shall apply only to Global Notes: (a) Each Global Note Registrar need not register transfers authenticated under the Indenture shall be registered in the name of the Depositary designated for such Global Note or exchanges a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of the Indenture. (b) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Notes selected for redemption registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof, unless (A) such Depositary (i) has notified the Issuers that it is no longer willing or able to discharge its responsibilities properly as Depositary for such Global Note or (ii) has ceased to be a clearing agency registered under the Exchange Act, and in either case the Issuers have not appointed a qualified successor within 90 days, (B) an Event of Default has occurred and is continuing and the Depositary has notified the Issuers and the Trustee of its desire to exchange such Global Note for a period of 15 days preceding the due date for any payment with respect Certificated Notes or (C) subject to the Depositary’s rules, the Issuers, at their option, have elected to terminate the book-entry system through the Depositary. (c) Subject to clause (b) above, any exchange of a Global Note for other Notes may be made in whole or in part, and all Notes issued in exchange for a Global Note or any portion thereof shall be registered in such names as the Depositary for such Global Note shall direct. (d) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.

Registration, Registration of Transfer and Exchange. The Issuer Issuing Entity shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" is hereby initially appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Indenture Trustee shall remain the Note Registrar throughout the term hereof. Upon any resignation of any Note Registrarthe Indenture Trustee, the Issuer Servicer, on behalf of the Issuing Entity, shall promptly appoint a successor or, if it elects not to make in the absence of such an appointment, the Servicer, on behalf of the Issuing Entity, shall assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer Issuing Entity as Note Registrar, the Issuer Issuing Entity will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Authorized Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Issuing Entity to be maintained as provided in Section 3.023.02 hereof, the Issuer Owner Trustee on behalf of the Issuing Entity, acting at the direction of the Certificateholders, shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, ; one or more new Notes of the same Class in any authorized denominations, denominations and of a like aggregate principal amountinitial Class Note Balance. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, and of a like aggregate principal amountClass Note Balance, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Owner Trustee shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerIssuing Entity, 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 exchange shall be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in the form satisfactory to the Indenture Trustee included in Exhibit A attached hereto, duly executed by, by the Holder thereof or such Holder's its attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 2.07 or Section 9.06 not involving any transferhereof. The preceding provisions of this Section notwithstanding, the Issuer Note Registrar shall not be required to make and register the transfer of a Note unless the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for has received a period of 15 days preceding representation letter from the due date for any payment with respect transferee to the Noteeffect that either (i) the transferee is a Plan and is not, directly or indirectly, acquiring the Note or any interest therein on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Plan or (ii) the acquisition and holding of the Note by the transferee qualifies for exemptive relief under a United States Department of Labor prohibited transaction class exemption (or, if the transferee is a Governmental Plan, will not result in a violation of applicable law). Each Beneficial Owner of a Note which is a Book-Entry Note shall be deemed to make one of the foregoing representations.

Registration, Registration of Transfer and Exchange. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency of the Issuers in a Place of Payment being herein sometimes collectively referred to as the "NOTE REGISTERRegister") in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuers shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be is hereby appointed "NOTE REGISTRARRegistrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided Issuers in Section 3.02a Place of Payment, in compliance with all applicable requirements of this Indenture and applicable law, the Issuer Issuers shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes Notes, of the same Class in any authorized denominations, denominations and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes Notes, of the same Class in any authorized denominations, denominations and of a like tenor and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Issuers shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder Holder making the exchange is entitled to receive; provided that no exchange of Initial Notes or Initial Additional Notes for Exchange Notes shall occur until an Exchange Offer Registration Statement shall have been declared effective by the SEC and the Trustee shall have received an Officers' Certificate confirming that the Exchange Offer Registration Statement has been declared effective by the SEC and an Exchange Offer thereunder has been consummated. The Initial Notes or Additional Notes to be exchanged for the Exchange Notes shall be canceled by the Trustee. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerIssuers, 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 exchange shall (if so required by the Issuers or the Registrar) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the Indenture Trustee Issuers and the Registrar duly executed byexecuted, by the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Notes, but the Issuer or the Indenture Trustee Issuers 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of Notes under this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note3.05.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Trustee, duly executed by, by the Holder Noteholder thereof or such Holder's Noteholder’s attorney and duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture (including, without limitation, this Section 2.4), such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. The Bond Issuer shall cause to be kept a register (the "NOTE REGISTER"“Bond Register”) in which, subject to such reasonable regulations as it may prescribe, the Bond Issuer shall provide for the registration of Notes Bonds and the registration of transfers of NotesBonds. The Indenture Bond Trustee shall be "NOTE REGISTRAR" “Bond Registrar” for the purpose of registering Notes Bonds and transfers of Notes Bonds as herein provided. Upon any resignation of any Note Bond Registrar, the Bond Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Bond Registrar. If a Person other than the Indenture Bond Trustee is appointed by the Bond Issuer as Note Bond Registrar, the Bond Issuer will give the Indenture Bond Trustee prompt written notice of the appointment of such Note Bond Registrar and of the location, and any change in the location, of the Note Bond Register, and the Indenture Bond Trustee shall have the right to inspect the Note Bond Register at all reasonable times and to obtain copies thereof, and the Indenture Bond Trustee shall have the right to rely upon a certificate executed on behalf of the Note Bond Registrar by an Executive a Responsible Officer thereof as to the names and addresses of the Holders of the Notes Bonds and the principal amounts and number of such NotesBonds. Upon surrender for registration of transfer of any Note Bond at the office or agency of the Bond Issuer to be maintained as provided in Section 3.02, the Bond Issuer shall execute, and the Indenture Bond Trustee shall authenticate and the Noteholder Bondholder shall obtain from the Indenture Bond Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class Bonds in any authorized denominationsMinimum Denominations, of a like Tranche and aggregate principal amount. At the option of the Holder, Notes Bonds may be exchanged for other Notes of the same Class Bonds in any authorized denominationsMinimum Denominations, of a like Tranche and aggregate principal amount, upon surrender of the Notes Bonds to be exchanged at such office or agency. Whenever any Notes Bonds are so surrendered for exchange, the Bond Issuer shall execute, and the Indenture Bond Trustee shall authenticate and the Noteholder Bondholder shall obtain from the Indenture Bond Trustee, the Notes Bonds which the Noteholder Bondholder making the exchange is entitled to receive. All Notes Bonds issued upon any registration of transfer or exchange of Notes Bonds shall be the valid obligations of the Bond Issuer, evidencing the same debt, and entitled to the same benefits under this Bond Indenture, as the Notes Bonds surrendered upon such registration of transfer or exchange. Every Note presented . (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer (iv) in form satisfactory such other guarantee program acceptable to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchangeBond Trustee, and (b) such other documents as the Indenture Bond Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of NotesBonds, but the Bond Issuer or the Indenture Trustee 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 NotesBonds, other than exchanges pursuant to Section 2.03 or 9.06 2.04 not involving any transfer. The preceding provisions of this Section notwithstanding, the Bond Issuer shall not be required to make and the Note Bond Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note Bond for a period of 15 days preceding the due date for any payment with respect to the NoteBond.

Registration, Registration of Transfer and Exchange. (a) The Issuer Indenture Trustee shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers and exchanges of NotesNotes as herein provided. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. successor. (b) If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders holders of the Notes and the principal amounts or Notional Amount, as applicable, and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (c) Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, by the Holder holder of the Notes thereof or such Holder's holder’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. Exchange Act. (d) No service charge shall be made to a Holder holder of the Notes for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding. (e) On the Closing Date, the Issuer shall not be required to make will execute and the Indenture Trustee will, upon Issuer Order, authenticate one or more Global Notes in an aggregate principal amount (or, in the case of the Class A-IO Notes, an aggregate Notional Amount) that shall equal the applicable Original Principal Balance for each Class of Notes. The Global Notes, pursuant to the Depository’s instructions, shall be delivered by the Administrator on behalf of the Depository to and deposited with the DTC Custodian, and shall be registered in the name of Cede & Co. and shall bear a legend substantially to the following effect: “Unless this Note Registrar need not register transfers is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuer or exchanges its agent for registration of Notes selected for redemption transfer, exchange or of payment, and any Note for a period issued is registered in the name of 15 days preceding the due date for Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.” The Global Notes may be deposited with such other Depository as the Administrator may from time to time designate, and shall bear such legend as may be appropriate; provided that such successor Depository maintains a book-entry system that qualifies to be treated as “registered form” under Section 163(f) of the Code. The Issuer and the Indenture Trustee are hereby authorized to execute and deliver a Note Depository Agreement with the Depository relating to the Global Notes. (f) With respect to Notes registered in the Note Register in the name of Cede & Co., as nominee of the Depository, the Administrator, the Back-Up Administrator, the Owner Trustee and the Indenture Trustee shall have no responsibility or obligation to Participants or Indirect Participants or Beneficial Owners for which the Depository holds Notes from time to time as a Depository. Without limiting the immediately preceding sentence, the Administrator, the Back-Up Administrator, the Owner Trustee and the Indenture Trustee shall have no responsibility or obligation with respect to (a) the accuracy of the records of the Depository, Cede & Co., or any Participant or Indirect Participant or Beneficial Owners with respect to the Note.ownership interest in the Notes, (b) the delivery to any Participant or Indirect Participant or any other Person, other than a registered Noteholder, (c) the payment to any Participant or Indirect Participant or any other Person, other than a registered Noteholder as shown in the Note Register, of any amount with respect to any distribution of principal or interest on the Notes or

Registration, Registration of Transfer and Exchange. (a) The Issuer Note Registrar shall cause to be kept maintain a register (the "NOTE REGISTER") Note Register in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration transfers and exchanges of transfers of NotesNotes as provided in this Indenture. The Indenture Trustee shall be "NOTE REGISTRAR" is hereby initially appointed Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein providedprovided in this Indenture. Upon any resignation of any In the event that, subsequent to the Closing Date, the Indenture Trustee notifies the Issuer that it is unable to act as Note Registrar, the Issuer shall promptly appoint a another bank or trust company, having an office or agency located in St. Xxxx, Minnesota, agreeing to act in accordance with the provisions of this Indenture applicable to it, and otherwise acceptable to the Indenture Trustee, to act as successor or, if it elects not to make such an appointment, assume the duties of Note RegistrarRegistrar under this Indenture. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. . (b) Upon the proper surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denominations of a like aggregate principal amount. . (c) At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee and the Note Registrar duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. . (d) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (e) All Notes surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed by the Indenture Trustee. (f) By acquiring a Note (or any interest therein), each Note Owner (and if the Note Owner is a Plan, its fiduciary) will be deemed to (i) represent, warrant and covenant that either (A) it is not acquiring and will not hold the Note (or any interest therein) for, on behalf of or with the assets of a Benefit Plan or any Plan that is subject to Similar Law; or (B) the acquisition, holding and disposition of the Note (or any interest therein) does not and will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or a violation of any Similar Law and (ii) acknowledge and agree that Benefit Plans and Plans that are subject to Similar Law may not acquire the Notes at any time that the ratings on the Notes are below investment grade or the Notes have been characterized as other than indebtedness for applicable local law purposes. (g) The Retained Notes, if any (or interests therein), will not be transferred (other than exchanges to a Person specified in the definition of Retained Notes) unless a written opinion of counsel, which counsel and opinion shall be acceptable to the Indenture Trustee, is delivered to the Indenture Trustee to the effect that, for federal income tax purposes, such Notes after such transfer will be treated as debt and, if there are other Notes of the same Class as such transferred Notes which are not Retained Notes prior to such transfer, for such purposes such Notes will be fungible with such other Notes of the same Class; provided, however, that fungibility need not take into account whether Notes are, or are not, Definitive Notes. (h) No Retained Note has been or will be registered under the Securities Act or any other applicable securities or “blue sky” laws of any state or other jurisdiction, and no Retained Note or any interest therein may be resold, assigned, pledged or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable Securities or “blue sky” laws, pursuant to Section 2.03 an exemption therefrom or 9.06 in a transaction not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the subject thereto. (i) Each Retained Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for will bear a period of 15 days preceding the due date for any payment with respect legend to the Notefollowing effect: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, by the Holder Noteholder thereof or such Holder's Noteholder’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture, such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, which the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(1) of the UCC are met the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(1) of the UCC are met the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. (a) The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, which the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the registrar (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. . (b) If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. . (c) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the Issuer requirements of Section 8‑401 of the UCC are met, the Owner Trustee shall execute, on behalf of the Issuer, and the Indenture Trustee shall authenticate and deliver to the Noteholder making such surrender and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denomination and a like aggregate principal amount. . (d) At the option of the Holderrelated Noteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the such Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the Issuer requirements of Section 8-401 of the UCC are met, the Owner Trustee shall execute, and on behalf of the Issuer, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, Trustee the Notes which that the Noteholder making the such exchange is entitled to receive. Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form and substance satisfactory to the Issuer and the Indenture Trustee, duly executed by the Noteholder thereof or its attorney-in-fact duly authorized in writing. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, debt and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notestherewith, other than exchanges pursuant to Section Sections 2.03 or 9.06 not involving any transfer. . (e) The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make make, and the Note Registrar need not register register, transfers or exchanges of Notes any Note selected for redemption redemption. (f) Each Person (and if such Person is a Benefit Plan or other employee benefit plan or arrangement, its fiduciary) to whom a Note is transferred will be required to represent, in the case of a Definitive Note, or deemed to represent, in the case of a Book-Entry Note, that either (i) it is not acquiring the Note with the assets of a Benefit Plan or other employee benefit plan or arrangement that is subject to Similar Law or (ii) (a) its acquisition and holding of the Note or any interest therein will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of Similar Law, and (b) the Note is rated investment grade by a nationally recognized statistical rating agency at the time of purchase or transfer. (g) The Indenture Trustee shall not be responsible for ascertaining whether any transfer complies with, or for otherwise monitoring or determining compliance with, the requirements or terms of the Securities Act, applicable State securities laws, ERISA or the Code; except that if a certificate is specifically required by the terms of this Section to be provided to the Indenture Trustee by a prospective transferor or transferee, the Indenture Trustee shall be under a duty to receive and examine the same to determine whether it conforms substantially on its face to the applicable requirements of this Section. (h) Any purported transfer of a Note not in accordance with this Section shall be null and void and shall not be given effect for any purpose whatsoever. (i) Upon any sale or transfer of any Note (or interest therein) that was retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes as of the Closing Date, if for tax or other reasons it may be necessary to track any such Note (for example, if the Notes have original issue discount), tracking conditions such as requiring separate CUSIPs may be required by the Issuer as a period condition to such transfer and the Issuer shall provide prior written notice of 15 days preceding the due date for any payment with respect such sale or transfer and tracking condition to the NoteIndenture Trustee. (j) The Class A-1 Notes have not been registered under the Securities Act or the securities laws of any jurisdiction. Consequently, the Class A-1 Notes are not transferable other than pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions of this Indenture. (k) Except in the case of a sale, pledge or other transfer of the Class A-1 Notes to the Depositor or an Affiliate of the Depositor or pursuant an effective registration statement under the Securities Act, no further sale, pledge or other transfer of any Class A-1 Note (or interest therein) may be made by any Person unless either (i) such sale, pledge or other transfer is made to a QIB that is acting for its own account or the accounts of other QIBs and is aware that the transferor of such Notes intends to rely on the exemption from the registration requirements of the Securities Act provided by Rule 144A under the Securities Act or (ii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case the Indenture Trustee will require (A) that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Depositor in writing the facts surrounding such transfer, which certification will be in form and substance satisfactory to the Indenture Trustee and the Depositor, and (B) an Opinion of Counsel (which will not be at the expense of the Depositor, the Administrator, the Servicer, the Issuer or the Indenture Trustee) satisfactory to the Depositor and the Indenture Trustee to the effect that such transfer will not require registration under the Securities Act. The Class A-1 Notes will bear a legend in substantially the form set forth in Exhibit A to this Indenture.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERTransition Bond Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes Transition Bonds and the registration of transfers of NotesTransition Bonds. The Indenture Bond Trustee shall be "NOTE REGISTRARTransition Bond Registrar" for the purpose of registering Notes Transition Bonds and transfers of Notes Transition Bonds as herein provided. Upon any resignation of any Note Transition Bond Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Transition Bond Registrar. If a Person other than the Indenture Bond Trustee is appointed by the Issuer as Note Transition Bond Registrar, the Issuer will give the Indenture Bond Trustee prompt written notice of the appointment of such Note Transition Bond Registrar and of the location, and any change in the location, of the Note Transition Bond Register, and the Indenture Bond Trustee shall have the right to inspect the Note Transition Bond Register at all reasonable times and to obtain copies thereof, and the Indenture Bond Trustee shall have the right to rely upon a certificate executed on behalf of the Note Transition Bond Registrar by an Executive Authorized Officer thereof as to the names and addresses of the Holders of the Notes Transition Bonds and the principal amounts and number of such NotesTransition Bonds. Upon surrender for registration of transfer of any Note Transition Bond at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer Trustee on behalf of the Issuer shall execute, and the Indenture Bond Trustee shall authenticate and the Noteholder Transition Bondholder shall obtain from the Indenture Bond Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class Transition Bonds in any authorized denominationsAuthorized Initial Denominations, of a like Series (and, if applicable, Class) and aggregate initial principal amount. At the option of the Holder, Notes Transition Bonds may be exchanged for other Notes of the same Class in any authorized denominations, Transition Bonds of a like Series (and, if applicable, Class) and aggregate initial principal amountamount in Authorized Initial Denominations, upon surrender of the Notes Transition Bonds to be exchanged at such office or agency. Whenever any Notes Transition Bonds are so surrendered for exchange, the Issuer Trustee on behalf of the Issuer shall execute, and the Indenture Bond Trustee shall authenticate and the Noteholder Transition Bondholder shall obtain from the Indenture Bond Trustee, the Notes Transition Bonds which the Noteholder Transition Bondholder making the exchange is entitled to receive. All Notes Transition Bonds issued upon any registration of transfer or exchange of Notes Transition Bonds shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Transition Bonds surrendered upon such registration of transfer or exchange. Every Note Transition Bond presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in the form set forth in Exhibit A hereto or such other form as is satisfactory to the Indenture Bond Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, an Eligible Guarantor Institution in the city of New York or the city form set forth in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireTransition Bond. No service charge shall be made to a Holder for any registration of transfer or exchange of NotesTransition Bonds, but but, other than in respect of exchanges pursuant to Section 2.04 or 9.06 not involving any transfer, the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transferTransition Bonds. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make make, and the Note Transition Bond Registrar need not register register, transfers or exchanges of Notes Transition Bonds selected for redemption or transfers or exchanges of any Note Transition Bond for a period of 15 days preceding the due date for any on which final payment of principal is to be made with respect to the Notesuch Transition Bond.

Registration, Registration of Transfer and Exchange. The Note Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Note Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Note Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Note Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Note Trustee is appointed by the Note Issuer as Note Registrar, the Note Issuer will give the Indenture Note Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Note Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Note Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive a Responsible Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Note Issuer to be maintained as provided in Section 3.02, the Note Issuer shall execute, and the Indenture Note Trustee shall authenticate and the Noteholder shall obtain from the Indenture Note Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominationsMinimum Denominations, of a like Series (and, if applicable, Class) and aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominationsMinimum Denominations, of a like Series (and, if applicable, Class) and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Note Issuer shall execute, and the Indenture Note Trustee shall authenticate and the Noteholder shall obtain from the Indenture Note Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Note Issuer, 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 . (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer (iv) in form satisfactory such other guarantee program acceptable to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchangeNote Trustee, and (b) such other documents as the Indenture Note Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Note Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.04 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Note Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2 or, with respect to the Reset Rate Notes, to the Note Registrar or any transfer agent, as applicable, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, by the Holder Noteholder thereof or such Holder's Noteholder’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture (including, without limitation, this Section 2.4 and Section 2.13), such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Administrator shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee Administrator is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee and the Indenture Administrator prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee and the Indenture Administrator shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee Administrator shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Administrator shall authenticate and the Noteholder shall obtain from the Indenture TrusteeAdministrator, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee Administrator shall authenticate and the Noteholder shall obtain from the Indenture TrusteeAdministrator, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Administrator duly executed by, by the Holder Noteholder thereof or such HolderNoteholder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Administrator 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture, such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. (a) The Issuer shall cause to be kept a register (the "NOTE REGISTER") register, comprising separate registers for each Class of Notes, in which, subject to such reasonable regulations as it the Issuer may prescribe, the Issuer shall provide for the registration of the Notes and the registration of transfers and exchanges of Notesthe Notes (the “Register”). The Indenture Trustee shall initially be "NOTE REGISTRAR" the Registrar for the purpose of registering the Notes and transfers of the Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor Registrar or, if it elects not to make such an appointment, assume the duties of Note the Registrar. Notwithstanding anything to the contrary contained herein, the Registrar shall know only the Person in whose name a Note is registered in the Register, and the obligations of the Indenture Trustee (in its capacity as paying agent or otherwise) and the Registrar shall run only to such Persons. (b) If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the . The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the . The Indenture Trustee shall have the right to fully rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer authorized officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Notes until such time as an updated certificate is provided by the Registrar to the Indenture Trustee at which time it will be entitled to fully rely on such replacement certificate. (c) Upon surrender for registration of transfer of any Note at the office or agency Corporate Trust Office of the Indenture Trustee or the Agency Office (and following the delivery, in the former case, of such Notes to the Issuer to be maintained as provided in Section 3.02by the Indenture Trustee), the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denominations of a like aggregate principal amount. . (d) At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, amount and upon surrender of the such Notes to be exchanged at such office the Corporate Trust Office of the Indenture Trustee or agency. Whenever any the Agency Office (and following the delivery, in the former case, of Notes are so surrendered for exchangeto the Issuer by the Indenture Trustee), the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the such Notes which the Noteholder making the exchange is entitled to receive. . (e) All Notes issued upon any registration of transfer or exchange of other Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (f) Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee and the Registrar, duly executed by, by the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. company. (g) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.03(b) or 9.06 Section 9.05 not involving any transfer. . (h) The preceding provisions of this Section 2.04 notwithstanding, the Issuer shall not be required to transfer or make exchanges, and the Note Registrar need not register transfers or exchanges exchanges, (i) of Notes that are due for repayment within fifteen (15) days of submission to the Corporate Trust Office or the Agency Office or (ii) of Notes selected for redemption redemption. (i) Neither the Indenture Trustee nor the Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Note for a period an interest in which is transferable through the facilities of 15 days preceding the due date for Depository. In addition, neither the Indenture Trustee nor the Registrar shall have any payment 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 any 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 Noteterms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Registration, Registration of Transfer and Exchange. The Note Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Note Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Note Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Note Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Note Trustee is appointed by the Note Issuer as Note Registrar, the Note Issuer will give the Indenture Note Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Note Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Note Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive a Responsible Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Note Issuer to be maintained as provided in Section 3.02, the Note Issuer shall execute, and the Indenture Note Trustee shall authenticate and the Noteholder shall obtain from the Indenture Note Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominationsMinimum Denominations, of a like Class and aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominationsMinimum Denominations, of a like Class and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Note Issuer shall execute, and the Indenture Note Trustee shall authenticate and the Noteholder shall obtain from the Indenture Note Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Note Issuer, evidencing the same debt, and entitled to the same benefits under this Note Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented . (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer (iv) in form satisfactory such other guarantee program acceptable to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchangeNote Trustee, and (b) such other documents as the Indenture Note Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Note Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 2.04 not involving any transfer. The preceding provisions of this Section notwithstanding, the Note Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer Trust shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer Trust shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be is hereby initially appointed "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Indenture Trustee shall remain the Note Registrar throughout the term hereof. Upon any resignation of any Note Registrarthe Indenture Trustee, the Issuer Servicer, on behalf of the Trust, shall promptly appoint a successor successor, with the approval of the Note Insurer, or, if it elects not to make in the absence of such an appointment, the Servicer, on behalf of the Trust, shall assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Trust to be maintained as provided in Section 3.023.02 hereof, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denominations and of a like aggregate principal amountinitial Note Principal Balance. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, and of a like aggregate principal amountNote Principal Balance, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Owner Trustee shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerTrust, 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 exchange shall be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in the form satisfactory to the Indenture Trustee included in Exhibit A attached hereto, duly executed by, by the Holder thereof or such Holder's its attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or Note Registrar, on behalf of the Indenture Trustee Trust, may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 2.07 hereof not involving any transfertransfer or any exchange made by the Note Insurer. No transfer of a Note shall be made to the Unaffiliated Seller or, to the actual knowledge of a Responsible Officer of the Indenture Trustee, to any of the Unaffiliated Seller's Affiliates, successors or assigns. The preceding provisions of this Section notwithstanding, the Issuer Note Registrar shall not be required to make and register the transfer of a Note unless the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for has received a period of 15 days preceding representation letter from the due date for any payment with respect transferee to the Noteeffect that either (i) the transferee is not, and is not acquiring the Note on behalf of or with the assets of, an employee benefit plan or other retirement plan or arrangement that is subject to Title I of the Employee Retirement Income Security Act or 1974, as amended, or Section 4975 of the Code or (ii) the acquisition and holding of the Note by the transferee qualifies for exemptive relief under a Department of Labor Prohibited Transaction Class Exemption. Each Beneficial Owner of a Note which is a Book-Entry Note shall be deemed to make one of the foregoing representations.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as the Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and times, to obtain copies thereof, thereof and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denominations of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other new Notes of the same Class in any authorized denominations, denominations of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, debt and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The --------------------------------------------------- Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, by the Holder Noteholder thereof or such HolderNoteholder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and the amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's Xxxxxx’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, located in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. Each Person that acquires a Note or a beneficial interest in a Note shall be required to represent, or in the case of a Book Entry Note, will be deemed to represent by its acceptance of the Note, that (i) it is not, and is not acquiring the Note on behalf of or with “plan assets” (as determined under Department of Labor Regulation Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition and holding of the Note or a beneficial interest in the Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law. Any transfer with respect to which the representation in clause (i) or (ii) above is not true shall be void ab initio. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. (i) the Note Registrar and the Indenture Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Noteholders; (ii) the rights of Noteholders will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Noteholders and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement; (iii) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Noteholders and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (iv) without the consent of the Issuer and the Indenture Trustee, no such Note may be transferred by the Depository except to a successor Xxxxxxxxxx that agrees to hold such Note for the account of the Owners or except upon the election of the Owner thereof or a subsequent transferee to hold such Note in physical form. Neither the Indenture Trustee nor the Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Note an interest in which is transferable through the facilities of the Depository.

Registration, Registration of Transfer and Exchange. (a) The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it the Issuer may prescribe, the Issuer shall provide for the registration of the Notes and the registration of transfers and exchanges of the Notes. The Indenture Trustee shall initially be "NOTE REGISTRAR" the registrar (the “Note Registrar”) for the purpose of registering the Notes and transfers of the Notes as herein provided. Upon any resignation of any the Note Registrar, the Issuer shall promptly appoint a successor Note Registrar or, if it elects not to make such an appointment, assume the duties of the Note Registrar. . (b) If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the . The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Authorized Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. . (c) Upon surrender for registration of transfer of any Note at the office or agency Corporate Trust Office of the Issuer to be maintained as provided in Indenture Trustee or the Agency Office, if the requirements of Section 3.028-401 of the UCC are met, the Issuer Owner Trustee shall execute, on behalf of the Issuer, and the Indenture Trustee shall authenticate and deliver to the Noteholder making such surrender and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denomination and a like aggregate principal amount. . (d) At the option of the Holdera Noteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, amount and upon surrender of the such Notes to be exchanged at such office the Corporate Trust Office of the Indenture Trustee or agency. Whenever any Notes the Agency Office, if the requirements of Section 8-401 of the UCC are so surrendered for exchangemet, the Issuer Owner Trustee shall execute, and on behalf of the Issuer, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the such exchange is entitled to receive. Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Indenture Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in form and substance satisfactory to the Indenture Trustee, duly executed by the Holder thereof or its attorney-in-fact duly authorized in writing. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notestherewith, other than exchanges pursuant to Section 2.03 2.03(b) or 9.06 Section 9.05 not involving any transfer. . (e) The preceding provisions of this Section notwithstanding, the Issuer shall not be required to transfer or make exchanges, and the Note Registrar need not register transfers or exchanges exchanges, (i) of Notes that are due for repayment within 15 days of submission to the Corporate Trust Office or the Agency Office or (ii) of Notes selected for redemption redemption. (f) Each Person to whom a Note is transferred will be required to represent, in the case of a Definitive Note, or deemed to represent, in the case of a Book-Entry Note, that either (i) it is not, and it is not investing on behalf of or with plan assets of (A) an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, (B) a “plan” as defined in Section 4975 of the Internal Revenue Code, which is subject to Section 4975 of the Internal Revenue Code, (C) an entity deemed to hold “plan assets” of any of the foregoing by reason of investment by an employee benefit plan or plan in such entity, or (D) a governmental, non-U.S. or church plan which is subject to any Similar Law or (ii) the acquisition, holding and disposition of the note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code or a non-exempt violation of any Similar Law. (g) The Indenture Trustee shall not be responsible for ascertaining whether any transfer complies with, or for otherwise monitoring or determining compliance with, the requirements or terms of the Securities Act, applicable State securities laws, ERISA or the Code; except that if a certificate and other documentation or evidence are specifically required by the terms of this Section to be provided to the Indenture Trustee by a prospective transferor or transferee, the Indenture Trustee shall be under a duty to receive and examine the same to determine whether it conforms substantially on its face as to the applicable requirements of this Section. (h) Any Notes retained (i.e., held on the Closing Date) by (i) the Issuer or (ii) the single beneficial owner of the Issuer for U.S. federal income tax purposes may not be transferred to another Person (other than a Person that is considered the same Person as the Issuer or its single beneficial owner, as the case may be, for United States federal income tax purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the Depositor and the Indenture Trustee at such time stating that (A) such Notes will be treated as debt for United States federal income tax purposes and (B) the sale of such Notes will not cause the Issuer to be taxable as an association or publicly traded partnership taxable as a corporation. In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered form may be required by the Administrator as a condition to such transfer. (i) Any purported transfer of a Note for a period of 15 days preceding the due date not in accordance with this Section shall be null and void and shall not be given effect for any payment with respect to the Notepurpose whatsoever.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and the amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's Xxxxxx’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, located in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. Each Person that acquires a Note shall be required to represent, or in the case of a Note in book-entry form, will be deemed to represent by its acceptance of the Note, that (i) it is not, and is not acquiring the Note on behalf of or with “plan assets” (as determined under Department of Labor Regulation Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition and holding of the Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law. Any transfer with respect to which the representation in clause (i) or (ii) above is not true shall be void ab initio. The Notes may not be purchased with the assets of a Plan if the Issuer, the Indenture Trustee, the Owner Trustee, the Servicer or the Underwriters or any of their affiliates has investment or administrative discretion with respect to those Plan assets; has authority or responsibility to give, or regularly gives, investment advice with respect to those Plan assets for a fee and pursuant to an agreement or understanding that the advice will serve as a primary basis for investment decisions with respect to those Plan assets and will be based on the particular investment needs for the Plan; or is an employer maintaining or contributing to the Plan. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. (i) the Note Registrar and the Indenture Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Noteholders; (ii) the rights of Noteholders will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Noteholders and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement; (iii) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Noteholders and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (iv) without the consent of the Issuer and the Indenture Trustee, no such Note may be transferred by the Depository except to a successor Xxxxxxxxxx that agrees to hold such Note for the account of the Owners or except upon the election of the Owner thereof or a subsequent transferee to hold such Note in physical form. Neither the Indenture Trustee nor the Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Note an interest in which is transferable through the facilities of the Depository.

Registration, Registration of Transfer and Exchange. The Issuer Co-Issuers shall cause to be kept at the Corporate Trust Office of the Trustee a register (the "NOTE REGISTER"register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Co-Issuers shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Note Register shall be "NOTE REGISTRAR" in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Note Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as note registrar (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Co-Issuers designated pursuant to be maintained as provided in Section 3.021002, the Issuer Co-Issuers shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination or denominations of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Co-Issuers shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which the Noteholder Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerCo-Issuers, 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 either of the Co-Issuers or the Note Registrar) be duly endorsed byendorsed, or be accompanied by a written instrument instruments of transfer transfer, in form satisfactory to the Indenture Trustee Co-Issuers and the Note Registrar, duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Notes, but the Issuer or the Indenture Trustee Co-Issuers may require payment of a sum sufficient to cover any tax taxes, fees or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 Sections 202, 303, 906, 1017, 1018, or 9.06 1108 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. (a) The Issuer shall cause the Notes to be registered and shall cause to be kept a register (the "NOTE REGISTER"“Register”) at the office of the Trustee in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" is hereby initially appointed registrar (the “Registrar”) for the purpose of registering Notes and transfers of such Notes with respect to the Register maintained in the United States as herein provided. Upon any resignation or removal of any Note the Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make in the absence of such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note a Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, thereof and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal or face amounts and number numbers of such Notes. Upon written request at any time the Registrar shall provide to the Issuer, the Collateral Manager or the Initial Purchaser a current list of Holders as reflected in the Register. Subject to this Section 2.6, upon surrender for registration of transfer of any Note Notes at the office or agency of the Issuer to be maintained as provided in Section 3.027.2, the Issuer (and solely with respect to the Co-Issued Notes, the Co-Issuer) shall execute, and the Indenture Trustee shall authenticate authenticate, or cause the Authenticating Agent to authenticate, and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal or face amount. At any time, upon request of the Issuer, the Collateral Manager or the Initial Purchaser, the Trustee shall provide such requesting Person a list of Holders of the Notes. In addition, when permitted under this Indenture, the Issuers, the Trustee and the Collateral Manager shall be entitled to rely upon any certificate of ownership provided to the Trustee by a beneficial owner of a Note (including a Beneficial Ownership Certificate or a certificate in the form of Exhibit C) and/or other forms of reasonable evidence of such ownership as to the names and addresses of such beneficial owner and the Classes, principal amounts and CUSIP numbers of Notes beneficially owned thereby. At any time, upon request of the Applicable Issuer, the Collateral Manager or the Initial Purchaser, the Trustee shall provide such requesting Person a copy of each Beneficial Ownership Certificate that the Trustee has received. At the option of the Holder, Notes may be exchanged for other Notes of the same Class like terms, in any authorized denominations, denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so Note is surrendered for exchange, the Applicable Issuer shall execute, and the Indenture Trustee shall authenticate authenticate, or cause the Authenticating Agent to authenticate, and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder Holder making the exchange is entitled to receive. All Notes issued and authenticated upon any registration of transfer or exchange of Notes shall be the valid obligations of the Applicable Issuer, evidencing the same debt (to the extent they evidence debt), and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in a form reasonably satisfactory to the Indenture Trustee Registrar, duly executed by, by the Holder thereof or such Holder's Xxxxxx’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any transfer, tax or other governmental charge payable in connection therewith. The Trustee shall be permitted to request such evidence reasonably satisfactory to it documenting the identity and/or signatures of the transferor and transferee. (b) No Note may be sold or transferred (including, without limitation, by pledge or hypothecation) unless such sale or transfer is exempt from the registration requirements of the Securities Act, is exempt from the registration requirements under applicable state securities laws and will not cause the Applicable Issuer to become subject to the requirement that it register as an investment company under the 1940 Act. (c) Each purchaser, beneficial owner and subsequent transferee of a Note (or interest therein) will be deemed (and may be required) to represent and agree to the requirements of Section 2.13. (d) Notwithstanding anything contained herein to the contrary, the Trustee shall not be responsible for ascertaining whether any transfer complies with, or for otherwise monitoring or determining compliance with, the registration provisions of or any exemptions from the Securities Act, applicable state securities laws or the applicable laws of any other jurisdiction, ERISA, the Code, the 1940 Act, or the terms hereof; provided that if a certificate is specifically required by the terms of this Section 2.6 to be provided to the Trustee by a prospective transferor or transferee, the Trustee shall be under a duty to receive and examine the same to determine whether or not the certificate substantially conforms on its face to the applicable requirements of this Indenture and shall promptly notify the party delivering the same and the Issuer if such certificate does not comply with such terms. (e) Each Holder will provide the Issuer or its agents with such information and documentation that may be imposed required for the Issuer to achieve AML Compliance and shall update or replace such information or documentation, as may be necessary (the “Holder AML Obligations”). (f) Transfers of Global Notes shall only be made in connection accordance with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of 2.2(b) and this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note2.6(f).

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. No Note, or any interest therein, may be purchased by or transferred to an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject to Title I of ERISA, a “plan” described in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code , any entity that is deemed to hold “plan assets” of any of the foregoing by reason of an employee benefit plan’s or other plan’s investment in such entity, or any governmental, non-U.S. or church plan subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, unless such purchaser or transferee represents, warrants and covenants that its purchase and holding of such Note, throughout the period that it holds such Note, is and will be, eligible for relief under Section 408(b)(17) of ERISA or Section 4975(d)(20) of the Code; Department of Labor prohibited transaction class exemption (“PTCE”) 90-1; PTCE 96-23; PTCE 95-60; PTCE 91-38; PTCE 84-14 or another applicable prohibited transaction exemption (or in the case of a governmental, non-U.S. or church plan, subject to law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, a similar type of exemption or other applicable relief). By its acquisition of a Note in book-entry form or any interest therein, each transferee will be deemed to have represented, warranted and covenanted that it satisfies the foregoing requirements and the Indenture Trustee may rely conclusively on the same for purposes hereof. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the transfer of Notes.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company located, or having a correspondent located, participation in the city of New York Securities Transfer Agent’s Medallion Program (“STAMP”) or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents “signature guarantee program” as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and determined by the Note Registrar need not register transfers in addition to, or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding in substitution for, STAMP, all in accordance with the due date for any payment with respect to the NoteExchange Act.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations obligation of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Trustee, duly executed by, by the Holder Noteholder thereof or such Holder's attorney Noteholder’s attorney, and duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture (including, without limitation, this Section 2.04), such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be is hereby initially appointed "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note RegistrarRegistrar appointed by the Issuer, the Issuer shall promptly appoint a successor or, if it elects not to make in the absence of such an appointment, shall assume the duties of Note Registrar. If a Person other than At any time at which the Indenture Trustee is appointed by not also the Issuer as Note Registrar, the Issuer will give Trustee shall be a co-Note Registrar. The Trustee, if it shall ever be serving as co-Note Registrar, shall furnish the Indenture Trustee prompt written notice of the appointment of such Note Registrar promptly after each authentication of a Note by the Trustee appropriate information with respect thereto for entry by the Note Registrar into the Note Register. If the Trustee shall at any time not be authorized to keep and of the location, and any change in the location, of maintain the Note Register, and the Indenture Trustee shall have the right to inspect the such Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely conclusively upon a certificate executed on behalf of the Person in charge of the Note Registrar by an Executive Officer thereof Register as to the names and addresses of the Holders holders of the Notes and the principal amounts and number numbers of such NotesNotes so held. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, and of the same Class and a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in of any authorized denominations, denominations and of a like aggregate initial principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed byexecuted, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 2.08 not involving any transfer. The preceding provisions Notes will initially be represented by certificated Notes registered in the name of Cede & Co., as nominee of the Depository Trust Company ("DTC"). No person acquiring a beneficial interest in a Note will be entitled to receive a certificated Note, except as described in the next paragraph of this Section notwithstanding, 2.07. The Notes will be issued to and registered in the Note Register in the name of a person acquiring a beneficial interest in such Notes only if (i) the Trustee receives a written notice from the Issuer shall not be required that DTC is no longer willing or able to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment discharge properly its responsibilities as depository with respect to the NoteNotes and the Issuer is unable to locate a qualified successor or (ii) the Issuer, at its option, elects to terminate the book-entry system through DTC. Upon the occurrence of either event described in clauses (i) and (ii) above, the Trustee shall notify DTC of the occurrence of either such event. Upon surrender by DTC of the certificated Notes and satisfaction of the conditions set forth in this Section 2.07 of the Indenture for the registration of transfer and receipt by the Trustee of a list of the names and addresses of the beneficial owners of the Notes in whose name the Notes are to be registered, new Notes shall be delivered pursuant to this Section 2.07.

Registration, Registration of Transfer and Exchange. (a) The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of the Notes and and, subject to the provisions of Section 2.5, the registration of transfers of the Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering the Notes and transfers of the Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. . (b) If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee and the Insurer prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee and the Insurer shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture . The Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Authorized Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of . (c) All the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, effected by the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of the Notes shall be the valid obligations of the Issuer, 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 exchange This Section 2.4(c) shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm sole method of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of the Notes, but . (d) Notwithstanding the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstandingsection, the Issuer shall not be required to make make, and the Note Registrar need shall not register register, transfers or exchanges of the Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the NotePayment Date.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such the Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.02 hereof, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amountNote Principal Balance. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory attached to the Indenture Trustee form of Note attached as Exhibit A hereto duly executed by, by the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in an “eligible guarantor institution” meeting the city requirements of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireSecurities Transfer Agents’ Medallion Program (“STAMP”). No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 hereof not involving any transfer. The preceding provisions of this Section 2.03 notwithstanding, the Issuer shall not be required to make make, and the Note Registrar need not register register, transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. (a) The Issuer Trustee is hereby appointed as the registrar of the Class A Notes (the Class A Note Registrar) and the Revolving Credit Note Agent has been appointed as the registrar of the Class A-R Notes under the Revolving Credit Note Agreement (in such capacity, the Class A-R Note Registrar and together with the Class A Note Registrar, each a Note Registrar). The Trustee is hereby appointed as a Transfer Agent with respect to the Notes. Each Note Registrar shall cause to be kept keep, on behalf of the Issuer, a register (the "NOTE REGISTER"Class A Note Register) for the Class A Notes and a register (the Class A-R Note Register and, together with the Class A Note Register, the Note Registers) for the Class A-R Notes, in its Corporate Trust Office in which, subject to such reasonable regulations as it may prescribe, the Issuer such Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" for the purpose of registering Class A Notes and transfers of Notes as herein providedthe Class A-R Notes. Upon any resignation or removal of any either Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make in the absence of such an appointment, assume the duties of such Note Registrar. The Issuer may not terminate the appointment of the Note Registrars or any Transfer Agent or appoint a new Note Registrar or Transfer Agent without the consent of the Majority Noteholders. If a Person other than the Indenture Trustee is appointed by the Issuer as a Class A Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such a Class A Note Registrar Registrar, and of the location, and any change in the location, of the Class A Note RegisterRegistrar, and the Indenture Trustee shall have the right to inspect the Class A Note Register at all reasonable times and to obtain copies thereof, thereof and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Class A Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Class A Notes and the principal or face amounts and number numbers of such Class A Notes. Upon written request at any time, the Class A Note Registrar shall provide to the Issuer, the Collateral Manager or any Holder of a Class A Note a current list of Class A Noteholders as reflected in the Class A Note Register. If a Person other than the Revolving Credit Note Agent is appointed as a Class A-R Note Registrar, the Issuer will give the Revolving Credit Note Agent prompt written notice of the appointment of a Class A-R Note Registrar, and of the location, and any change in the location, of the Class A-R Note Registrar, and the Revolving Credit Note Agent shall have the right to inspect the Class A-R Note Register at all reasonable times and to obtain copies thereof and the Revolving Credit Note Agent shall have the right to rely upon a certificate executed on behalf of the Class A-R Note Registrar by an Officer thereof as to the names and addresses of the Holders of the Class A-R Notes and the principal or face amounts and numbers of such Class A-R Notes. Upon written request at any time, the Class A-R Note Registrar shall provide to the Issuer, the Collateral Manager or any Holder of a Class A-R Note a current list of Class A-R Noteholders as reflected in the Class A-R Note Register. Subject to this Section 2.5, upon surrender for registration of transfer of any Note Notes at the office or agency of the Issuer to be maintained as provided in Section 3.027.2, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal or face amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class like terms, in any authorized denominations, denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so Note is surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder Holder making the exchange is entitled to receive. All Notes issued authenticated and delivered upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt (to the extent they evidence debt), and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee applicable Note Registrar duly executed by, by the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer Issuer, the Note Registrars or the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The applicable Note Registrar or the Trustee shall be permitted to request such evidence reasonably satisfactory to it documenting the identity and/or signatures of the transferor and transferee. Each Note Registrar shall ensure that the applicable Note Register is maintained in a manner such that the Notes are treated as Registered. (b) No Note may be imposed in connection with any sold or transferred (including, without limitation, by pledge or hypothecation) unless such sale or transfer is exempt from the registration requirements of transfer or exchange of Notesthe Securities Act, other than exchanges pursuant is exempt from the registration requirements under applicable State securities laws and will not cause the Issuer to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstandingbecome subject to the requirement that it register as an investment company under the Investment Company Act. (c) (i) No Note may be transferred to a Benefit Plan Investor and neither the Issuer, the Issuer shall not Trustee nor the Note Registrars will recognize any such transfer to a Person that has represented that it is a Benefit Plan Investor. Each initial purchaser of a Note or an interest therein will be required and deemed to make represent and the warrant, and each subsequent transferee of a Note Registrar need or an interest therein will be deemed to have represented and warranted, that: (A) for so long as it holds such Note or interest therein, it is not, and is not register transfers acting on behalf of, a Benefit Plan Investor; and (B) if such Person is a governmental, church, non-U.S. or exchanges other plan, (i) it is not, and for so long as it holds such Note or interest therein will not be, subject to any Similar Law, and (ii) its acquisition, holding and disposition of Notes selected for redemption its interest in such Note will not constitute or result in a violation of any Note for a period of 15 days preceding the due date for any payment with respect to the Noteapplicable Other Plan Laws.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, which the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 of the UCC are met the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee [and the Securities Insurer] prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee [and the Securities Insurer] shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee [and the Securities Insurer] shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.02 hereof, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agents' Medallion Program ("Stamp") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder [or the Securities Insurer] for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 hereof not involving any transfer. The preceding provisions of this Section 2.03 notwithstanding, the Issuer shall not be required to make make, and the Note Registrar need not register register, transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2 or, with respect to the Reset Rate Notes, to the Note Registrar or any transfer agent, as applicable, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. On each Reset Date on which either the All Hold Rate is not applicable or fewer than 100% of a class of Reset Rate Noteholders permissibly elect to hold their Reset Rate Notes, the Indenture Trustee shall allocate the aggregate Outstanding Amount of such class of Reset Rate Notes, if such class of Reset Rate Notes is to be denominated in U.S. Dollars during the immediately following Reset Period, to the Global Note Certificates, any of which may, from time to time during the related Reset Period, represent between zero and 100% of the Outstanding Amount of such Reset Rate Notes. On any Reset Date when a class of Reset Rate Notes is to be denominated in a currency other than U.S. Dollars during the immediately following Reset Period, the Outstanding Amount of such class of Reset Rate Notes shall be allocated entirely to the Non-U.S. Global Note Certificates, as applicable, and the corresponding U.S. Rule 144A Global Certificate will have an outstanding principal balance of zero. Any transfer of a class of Reset Rate Notes when such class is denominated in a non-U.S. Dollar Currency (other than on a Reset Date) between the related U.S. Rule 144A Global Note Certificate and the related Non-U.S. Global Note Certificates is not permitted and any attempt or inadvertent transfer shall be null and void and of no effect. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, by the Holder Noteholder thereof or such HolderNoteholder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture (including, without limitation, this Section 2.4, Section 2.13 and Appendix A-3 to this Indenture), such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. The Issuer Trust shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Trust shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" is hereby initially appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. The Indenture Trustee shall remain the Note Registrar throughout the term hereof. Upon any resignation of any Note Registrarthe Indenture Trustee, the Issuer Servicer, on behalf of the Trust, shall promptly appoint a successor or, if it elects not to make in the absence of such an appointment, the Servicer, on behalf of the Trust, shall assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer Trust as Note Registrar, the Issuer Trust will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Authorized Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Trust to be maintained as provided in Section 3.023.02 hereof, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, ; one or more new Notes of the same Class in any authorized denominations, denominations and of a like aggregate principal amountinitial Class Note Balance. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, and of a like aggregate principal amountClass Note Balance, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Owner Trustee shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerTrust, 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 exchange shall be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in the form satisfactory to the Indenture Trustee included in Exhibit A attached hereto, duly executed by, by the Holder thereof or such Holder's its attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 2.07 or Section 9.06 not involving any transferhereof. The preceding provisions of this Section notwithstanding, the Issuer Note Registrar shall not be required to make and register the transfer of a Note unless the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for has received a period of 15 days preceding representation letter from the due date for any payment with respect transferee to the Noteeffect that either (i) the transferee is a Plan and is not, directly or indirectly, acquiring the Note or any interest therein on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with the assets of a Plan or (ii) the acquisition and holding of the Note by the transferee qualifies for exemptive relief under a United States Department of Labor prohibited transaction class exemption (or, if the transferee is a Governmental Plan, will not result in a violation of applicable law). Each Beneficial Owner of a Note which is a Book-Entry Note shall be deemed to make one of the foregoing representations.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.4 or 9.06 Section 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Note Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Note Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Note Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein providedprovided and shall keep and maintain the Note Register on behalf of the Note Issuer. Upon any resignation of any Note Registrar, the Note Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Note Trustee is appointed by the Note Issuer as Note Registrar, the Note Issuer will give the Indenture Note Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Note Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Note Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive a Responsible Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Note Issuer to be maintained as provided in Section 3.02, the Note Issuer shall execute, and the Indenture Note Trustee shall authenticate and the Noteholder shall obtain from the Indenture Note Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominationsMinimum Denominations, of a like Class and aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominationsMinimum Denominations, of a like Class and aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Note Issuer shall execute, and the Indenture Note Trustee shall authenticate and the Noteholder shall obtain from the Indenture Note Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Note Issuer, evidencing the same debt, and entitled to the same benefits under this Note Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented . (i) The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock Exchange Medallion Program (MSP); (iii) The Stock Exchange Medallion Program (SEMP); or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer (iv) in form satisfactory such other guarantee program acceptable to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchangeNote Trustee, and (b) such other documents as the Indenture Note Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Note Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 2.04 not involving any transfer. The preceding provisions of this Section notwithstanding, the Note Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee and the Insurer prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee and the Insurer shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee and the Insurer shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2 hereof, the Owner Trustee on behalf of the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.4 or 9.06 Section 9.6 hereof not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note RegistrarRegistrar with the consent of the Note Insurer, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee and the Note Insurer shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Authorized Officer thereof as to the names and addresses of the Holders Owners of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder Owner shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holderany Owner, Notes owned by such Owner may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder Owner shall obtain from the Indenture Trustee, the Notes which the Noteholder Owner making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, by the Holder Owner thereof or such HolderOwner's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having in substitution for, STAMP, all in accordance with the Exchange Act. Any Noteholder using the assets of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to the provisions of Title I of ERISA, (ii) a correspondent locatedplan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the city of New York or entity to purchase the city in which the Corporate Trust Office is locatedNotes, or to whom the Notes are transferred, will be deemed to have represented that the acquisition and continued holding of the Notes will be covered by a member firm U.S. Department of a national securities exchange, and such other documents as the Indenture Trustee may requireLabor Class Exemption. No service charge shall be made to a Holder an Owner for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.4 or 9.06 Section 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make make, and the Note Registrar need not register register, transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer Trust shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer Trust shall provide for the registration of Secured Notes and the registration of transfers of Secured Notes. The Indenture Trustee shall be is hereby initially appointed "NOTE REGISTRARNote Registrar" for the purpose of registering Secured Notes and transfers of Secured Notes as herein provided. The Indenture Trustee shall remain the Note Registrar throughout the term hereof. Upon any resignation of any Note Registrarthe Indenture Trustee, the Issuer Servicer, on behalf of the Trust, shall promptly appoint a successor successor, with the approval of the Note Purchaser, or, if it elects not to make in the absence of such an appointment, the Servicer, on behalf of the Trust, shall assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Secured Note at the office or agency of the Issuer Trust to be maintained as provided in Section 3.023.02 hereof, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Secured Notes of the same Class in any authorized denominations, denominations and of a like aggregate principal amountNote Principal Balance. At the option of the Holder, Secured Notes may be exchanged for other Secured Notes of the same Class in any authorized denominations, and of a like aggregate principal amountNote Principal Balance, upon surrender of the Secured Notes to be exchanged at such office or agency. Whenever any Secured Notes are so surrendered for exchange, the Issuer Owner Trustee shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Secured Notes which that the Noteholder making the exchange is entitled to receive. All Secured Notes issued upon any registration of transfer or exchange of Secured Notes shall be the valid obligations of the IssuerTrust, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Secured Notes surrendered upon such registration of transfer or exchange. Every Secured Note presented or surrendered for registration of transfer or exchange shall be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in the form satisfactory to of the Indenture Trustee Assignment included at Exhibit A attached hereto, duly executed by, by the Holder thereof or such Holder's its attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Secured Notes, but the Issuer or Note Registrar, on behalf of the Indenture Trustee Trust, may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of Secured Notes, other than exchanges pursuant to Section 2.03 or 9.06 2.07 hereof not involving any transfertransfer or any exchange made by the Note Purchaser. The preceding provisions Solely for the purposes of this Section notwithstandinggiving any consent, waiver, request or demand pursuant hereto, any Secured Note registered in the Issuer name of the Servicer or any Subservicer, or any Affiliate of any of them, shall be deemed not to be outstanding and the undivided Percentage Interest evidenced thereby shall not be required taken into account in determining whether the requisite percentage of Secured Notes necessary to make and the Note Registrar need not register transfers effect any such consent, waiver, request or exchanges of Notes selected for redemption or demand has been obtained. For purposes of any Note for a period consent, waiver, request or demand of 15 days preceding Noteholders pursuant hereto, upon the due date for any payment with respect Indenture Trustee's request, the Servicer shall provide to the NoteIndenture Trustee a notice identifying any of its Affiliates of the Affiliates of any Subservicer that is a Noteholder as of the date(s) specified by the Indenture Trustee in such request.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and the amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, located in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. Each Person that acquires a Note or a beneficial interest in a Note shall be required to represent, or in the case of a Book-Entry Note, will be deemed to represent by its acceptance of the Note, that (i) it is not, and is not acquiring and will not hold the Note or a beneficial interest in the Note on behalf of or with “plan assets” (as determined under Department of Labor Regulations Section 2510.3-101 or otherwise) of a Plan, or any employee benefit plan subject to Similar Law, or (ii) its acquisition, holding and disposition of the Note or a beneficial interest in the Note do not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or any Similar Law. Any transfer with respect to which the representation in clause (i) or (ii) above is not true shall be void ab initio. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. (i) the Note Registrar and the Indenture Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Noteholders; (ii) the rights of Noteholders will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Noteholders and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement; (iii) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes, the Clearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Noteholders and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and (iv) without the consent of the Issuer and the Indenture Trustee, no Note may be transferred by the Clearing Agency except to a successor Clearing Agency that agrees to hold such Note for the account of the Owners or except upon the election of the Owner thereof or a subsequent transferee to hold such Note in physical form. Neither the Indenture Trustee nor the Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Note an interest in which is transferable through the facilities of the Clearing Agency.

Registration, Registration of Transfer and Exchange. (a) The Issuer shall cause to be kept a register (the "NOTE REGISTERSecuritization Bond Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes Securitization Bonds and the registration of transfers of NotesSecuritization Bonds. The Indenture Trustee shall be the registrar (the Trustee or any successor thereof in such capacity, the "NOTE REGISTRAR" Securitization Bond Registrar") for the purpose of registering Notes Securitization Bonds and transfers of Notes Securitization Bonds as herein provided. Upon any resignation of any Note Securitization Bond Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Securitization Bond Registrar. . (b) If a Person other than the Indenture Trustee is appointed by the Issuer as Note Securitiza tion Bond Registrar, the Issuer will shall give the Indenture Trustee and any transfer, paying or listing agent of the Issuer appointed pursuant to Section 3.02(b) prompt written notice of the appointment of such Note Securitization Bond Registrar and of the location, and any change in the location, of the Note Securitization Bond Register, ; the Trustee and the Indenture Trustee any such agent shall have the right to inspect the Note Securitization Bond Register at all reasonable times and to obtain copies thereof, ; and the Indenture Trustee and any such agent shall have the right to rely upon a certificate executed on behalf of the Note Securitization Bond Registrar by an Executive Officer a duly authorized officer thereof as to the names and addresses of the Holders of the Notes Securitization Bonds and the original and Outstanding principal amounts and number of such Notes. Securitization Bonds (separately stated by Series and, if applicable, Class). (c) Upon surrender for registration of transfer of any Note Securitization Bond at the office or agency of the Issuer to be maintained as provided in Section 3.02, a Manager on behalf of the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder Securitization Bondholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class Securitization Bonds in any authorized denominationsAuthorized Denominations, of a like Series (and, if applicable, Class) and aggregate initial principal amount. . (d) At the option of the Holder, Notes Securitization Bonds may be exchanged for other Notes of the same Class in any authorized denominations, Securitization Bonds of a like Series (and, if applicable, Class) and aggregate initial principal amountamount in Authorized Denominations, upon surrender of the Notes Securitization Bonds to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, agency as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer provided in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note3.

Registration, Registration of Transfer and Exchange. (a) The Issuer Owner Trustee shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, which the Issuer Owner Trustee shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be is hereby initially appointed "NOTE REGISTRARNote Registrar," and hereby accepts such appointment, for the purpose of registering Notes and transfers of Notes as herein providedprovided subject to such reasonable regulations as the Indenture Trustee may prescribe. Upon any resignation of any Note RegistrarRegistrar appointed by the Owner Trustee, the Issuer Owner Trustee shall promptly appoint a successor or, if it elects not to make in the absence of such an appointment, shall assume the duties of Note Registrar. If . (b) Each Person who has or who acquires any Ownership Interest in a Person other than the Indenture Trustee is appointed Note shall be deemed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment acceptance or acquisition of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall Ownership Interest to have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer agreed to be maintained as provided in bound by the provisions of this Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. 2.07. (c) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerOwner Trustee, evidencing the same debt, debt and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (d) Every Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Note Registrar duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar which requirements include membership or participation in a commercial bank Securities Transfer Agents Medallion Program ("Stamp") or trust company locatedsuch other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, Stamp, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchangeExchange Act, and (ii) accompanied by such other documents as the Indenture Trustee may require. . (e) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer Owner Trustee or the Indenture Trustee may require payment of a sum sufficient sufficient, to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 2.06 or 9.06 10.06 not involving any transfer. The preceding . (f) No Class A Note, or any interest therein, may be acquired by or transferred to an "employee benefit plan" within the meaning of Section 3(3) of ERISA that is subject to ERISA, a "plan" described in Section 4975(e)(1) of the Code, any entity that is deemed to hold "plan assets" of any of the foregoing by reason of an employee benefit plan's or other plan's investment in such entity, or any governmental plan subject to applicable law that is substantially similar to the fiduciary responsibility provisions of this ERISA or Section notwithstanding4975 of the Code, unless such transferee represents, warrants and covenants that its purchase and holding of such Class A Note is and will be eligible for, and satisfies and will satisfy all the Issuer shall requirements of, Department of Labor prohibited transaction class exemption ("PTE") 90-1; PTE 96-23; PTE 95-60: PTE 91-38; PTE 84-14 or another applicable prohibited transaction exemption (or in the case of a governmental plan, will not be required violate any applicable law that is substantially similar to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.ERISA or

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Administrator shall be "NOTE REGISTRAR" “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee Administrator is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee and the Indenture Administrator prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee and the Indenture Administrator shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee Administrator shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Administrator shall authenticate and the Noteholder shall obtain from the Indenture TrusteeAdministrator, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee Administrator shall authenticate and the Noteholder shall obtain from the Indenture TrusteeAdministrator, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Administrator duly executed by, by the Holder Noteholder thereof or such Holder's Noteholder’s attorney (such attorney to be duly authorized in writing, ) with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Administrator 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture, such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note RegistrarRegistrar and shall promptly notify the Noteholders of such appointment or assumption. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements may include membership or trust company locatedparticipation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer Company shall cause to be kept at the office of the Security Registrar designated pursuant to this Section 303 or Section 1002 a register (referred to as the "NOTE REGISTER"“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Company shall provide for the registration of Junior Subordinated Notes and the registration of transfers of Junior Subordinated Notes. The Indenture Trustee shall be "NOTE REGISTRAR" is hereby initially appointed as “Security Registrar” for the purpose of registering Junior Subordinated Notes and transfers of Junior Subordinated Notes as herein provided. Upon any resignation of any Note RegistrarSubject to Section 203, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Junior Subordinated Note of any series at the office or agency of the Issuer to be maintained as provided in Section 3.02for such purpose for such series, the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Junior Subordinated Notes of the same Class in series, Stated Maturity and original issue date, of any authorized denominations, denominations and of a like tenor and aggregate principal amount. At Subject to Section 203, Junior Subordinated Notes of any series may be exchanged, at the option of the Holder, Notes may be exchanged for other Junior Subordinated Notes of the same Class in series, Stated Maturity and original issue date, of any authorized denominations, denominations and of a like tenor and aggregate principal amount, upon surrender of the Junior Subordinated Notes to be exchanged at any such office or agency. Whenever any Junior Subordinated Notes are so surrendered for exchange, the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Junior Subordinated Notes which that the Noteholder Holder making the exchange is entitled to receive. All Junior Subordinated Notes issued upon any registration of transfer or exchange of Junior Subordinated Notes shall be the valid obligations of the IssuerCompany, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Junior Subordinated Notes surrendered upon such registration of transfer or exchange. Every Junior Subordinated Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Company and the Security Registrar duly executed byexecuted, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Junior Subordinated Notes, but the Issuer or the Indenture Trustee 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 Junior Subordinated Notes, other than exchanges pursuant to Section 2.03 304, 907 or 9.06 1107 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer Company shall not be required (i) to make and issue, to register the Note Registrar need not register transfers transfer of or exchanges of to exchange Junior Subordinated Notes selected for redemption or of any Note for series during a period of 15 days immediately preceding the due date notice is given identifying the serial numbers of the Junior Subordinated Notes of that series called for redemption, or (ii) to issue, to register the transfer of or to exchange any Junior Subordinated Notes so selected for redemption in whole or in part, except the unredeemed portion of any Junior Subordinated Note being redeemed in part. None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any payment 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 such beneficial ownership interests. 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 any Note (including any transfers between or among Depositary participants, members or beneficial owners in any Global Security) 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 Noteterms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Registration, Registration of Transfer and Exchange. (1) The Issuer shall keep or shall cause to be kept a securities register (the "NOTE REGISTER"“Central Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Holders of each Series of Notes and the registration of transfers of Notesmaintained in compliance with applicable laws. The Indenture Issuer will cause the particulars of each such issue, exchange or transfer of Notes to be recorded in the Central Register. The Trustee shall initially be "NOTE REGISTRAR" the central security registrar (the “Central Note Registrar”) for the purpose of registering Notes and transfers and exchanges of Notes in the Central Register as herein provided herein; provided. Upon any resignation of any Note Registrar, however, the Issuer may appoint from time to time one or more successor Central Note Registrars and may from time to time rescind any such appointment. (2) The Issuer shall also cause to be maintained a branch register (a “branch register”) or branch registers of Holders of Notes in accordance with Section 9.2 in the same manner and containing the same information with respect to each entry contained therein as contained in the Central Register. A copy of every entry in a branch register shall, promptly appoint a successor orafter the entry is made, if it elects not be transmitted to make such an appointment, assume the duties of Central Note Registrar. If there is a Person other than conflict between the Indenture information contained in the Central Register and the information contained in the branch register, the information contained in the Central Register shall prevail. The Trustee is hereby initially appointed by as branch security registrar (the Issuer as “Branch Note Registrar”) for the purpose of maintaining a branch register at its Corporate Trust Office; provided, however, the Issuer will give may appoint from time to time one or more successor or additional Branch Note Registrars and may from time to time rescind any such appointment. The Central Register together with each branch register are collectively referred to herein as the Indenture Trustee prompt written notice of “Note Register” and the appointment of such Central Note Registrar and of together with each Branch Note Registrar are collectively referred to herein as the location“Note Registrar”. (3) At all reasonable times, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereofshall be open for inspection by the Issuer, and the Indenture Trustee shall have the right to rely upon or any Holder of a certificate executed on behalf of the Registered Note. The Note Registrar shall from time to time when requested to do so by an Executive Officer thereof as to the Issuer, in writing, furnish the Issuer with a list of names and addresses of Holders of Registered Notes entered on the Holders Note Register kept by it and showing the principal amount and serial numbers of the Notes and the principal amounts and number of held by each such Notes. Holder. (4) Upon surrender for registration of transfer of any Registered Note of any Series at the office or agency in a Place of the Issuer to be maintained as provided in Section 3.02Payment for that Series, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transfereestransferee, one or more new Registered Notes of the same Class in Series, of any authorized denominations, denominations and of a like aggregate principal amount. amount and tenor. (5) At the option of the Holder, Registered Notes of any Series may be exchanged for other Notes of the same Class in Series, of any authorized denominations, denomination and of a like aggregate principal amount, upon surrender of the Registered Notes to be exchanged at such office or agency. Whenever any Registered Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Registered Notes which the Holder making the exchange is entitled to receive. (6) Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which the Noteholder Holder making the exchange is entitled to receive. (7) Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 3.1, any permanent Global Note shall be exchangeable only as provided in this paragraph. If any beneficial owner of an interest in a permanent Global Note is entitled to exchange such interest for Notes of such Series and of like tenor and principal amount of another authorized form and denomination, as specified as contemplated by Section 3.1 and provided that any applicable notice provided in the permanent Global Note shall have been given, then without unnecessary delay but in any event not later than the earliest date on which such interest may be so exchanged, the Issuer shall deliver to the Trustee definitive Notes in aggregate principal amount equal to the principal amount of such beneficial owner’s interest in such permanent Global Note, executed by the Issuer. On or after the earliest date on which such interests may be so exchanged, such permanent Global Note shall be surrendered by the Depository to the Trustee, as the Issuer’s agent for such purpose, to be exchanged, in whole or from time to time in part, for definitive Notes without charge, and the Trustee shall authenticate and deliver, in exchange for each portion of such permanent Global Note, an equal aggregate principal amount of definitive Notes of the same Series of authorized denominations and of like tenor as the portion of such permanent Global Note to be exchanged; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of Notes to be redeemed and ending on the relevant Redemption Date if the Note for which exchange is requested may be among those selected for redemption. If a Registered Note is issued in exchange for any portion of a permanent Global Note after the close of business at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the related proposed date for payment of Defaulted Interest, interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such Registered Note, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such permanent Global Note is payable in accordance with the provisions of this Indenture. (8) If at any time the Depository of a Series notifies the Issuer that it is unwilling, unable or no longer qualifies to continue as Depository of such Series, the Issuer shall appoint a successor depository with respect to the Notes for such Series. If a successor to the Depository is not appointed by the Issuer within 90 days after the Issuer receives such notice or becomes aware of such condition, as the case may be, the Issuer’s election pursuant to Section 3.1 shall no longer be effective with respect to the Notes for such Series and the Issuer will execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Notes of such Series, will authenticate and deliver Notes of such Series in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note or Global Notes representing such Series in exchange for such Global Note or Global Notes. (9) The Issuer may at any time and in its sole discretion determine that the Notes of any Series issued in the form of one or more Global Notes shall no longer be represented by such Global Note or Notes. In such event the Issuer will execute, and the Trustee, upon receipt of an Issuer Order for the authentication and delivery of definitive Notes of such Series, will authenticate and deliver Notes of such Series in definitive registered form, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Note or Notes representing such Series in exchange for such Global Note or Global Notes. (10) Upon the exchange of a Global Note for Notes in definitive registered form, such Global Note shall be cancelled by the Trustee. Notes issued in exchange for a Global Note pursuant to this Section shall be registered in such names and in such authorized denominations as the depository for such Global Note, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee in writing. The Trustee shall deliver such Notes to the persons in whose names such Notes are so registered. (11) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (12) Every Registered Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Issuer or the Note Registrar) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the Indenture Trustee Issuer and the Note Registrar, duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. . (13) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 3.4, Section 8.5, Section 10.7 or 9.06 12.5 not involving any transfer. . (14) The preceding provisions of this Section notwithstanding, the Issuer shall not be required (i) to make and issue, register the Note Registrar need not register transfers transfer of or exchanges exchange Notes of any Series during a period beginning at the opening of business 15 days before the day of the selection for redemption of Notes of that Series under Section 10.3 or 11.3 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 Registered Note so selected for redemption in whole or in part, except the unredeemed portion of any Registered Note being redeemed in part, or (iii) to issue, register the transfer of or exchange any Note which has been surrendered for a period repayment at the option of 15 days preceding the due date for any payment with respect Holder, except the portion, if any, of such Note not to the Notebe so repaid.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. No Note, or any interest therein, may be transferred to an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject to ERISA, a “plan” described in Section 4975(e)(1) of the Code, any entity that is deemed to hold “plan assets” of any of the foregoing by reason of an employee benefit plan’s or other plan’s investment in such entity, or any governmental, foreign or church plan subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, unless such transferee represents, warrants and covenants that its purchase and holding of such Note, throughout the period that it holds such Note, is and will be, eligible for relief under Section 408(b)(17) of ERISA; Department of Labor prohibited transaction class exemption (“PTCE”) 90-1; PTCE 96-23; PTCE 95-60; PTCE 91-38; PTCE 84-14 or another applicable prohibited transaction exemption (or in the case of a governmental, foreign or church plan, subject to law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, a similar type of exemption or other applicable relief). By its acquisition of a Note in book-entry form or any interest therein, each transferee will be deemed to have represented, warranted and covenanted that it satisfies the foregoing requirements and the Indenture Trustee may rely conclusively on the same for purposes hereof. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the transfer of Notes.

Registration, Registration of Transfer and Exchange. The Issuer shall cause the Note Registrar to be kept keep a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it the Note Registrar may prescribeprescribe and the restrictions on transfers of the Notes set forth herein, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Securities Administrator shall be "NOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein providedinitial Note Registrar. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee or the Securities Administrator is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee and the Securities Administrator prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the . The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon Subject to Section 2.3, upon surrender for registration of transfer of any Note at the office or agency of the Issuer Note Registrar to be maintained as provided in Section 3.023.2, the Issuer shall execute, and the Indenture Trustee Note Registrar shall authenticate upon receipt of an Issuer Order and the Noteholder shall be entitled to obtain from the Indenture TrusteeNote Registrar, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee Note Registrar shall authenticate upon receipt of an Issuer Order and the Noteholder shall be entitled to obtain from the Indenture TrusteeNote Registrar, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be (a) duly endorsed byby the Noteholder thereof, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Note Registrar and (b) duly executed by, by the Holder Noteholder thereof or such Holder's Noteholder’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the Note Registrar’s requirements, including membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or another “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireSTAMP. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to this Section 2.03 or 9.06 2.4 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer Note Registrar need not register and shall not be required to make and the Note Registrar need not register transfers transfer or exchanges of exchange those Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount. At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of denominations and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, by the Holder Noteholder thereof or such HolderNoteholder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any transfer or assignment of any Note or any interest in any Note that is not effected pursuant to the provisions of this Indenture, such as a transfer or assignment not reflected on the Note Register, shall be null and void and shall not be taken into account by, or be binding upon, the Indenture Trustee or any other party.

Registration, Registration of Transfer and Exchange. (a) The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it the Issuer may prescribe, the Issuer shall provide for the registration of the Notes and the registration of transfers and exchanges of the Notes. The Indenture Trustee shall initially be "NOTE REGISTRAR" the registrar (the “Note Registrar”) for the purpose of registering the Notes and transfers of the Notes as herein provided. Upon any resignation of any the Note Registrar, the Issuer shall promptly appoint a successor Note Registrar or, if it elects not to make such an appointment, assume the duties of the Note Registrar. . (b) If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the . The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Authorized Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. . (c) Upon surrender for registration of transfer of any Note at the office or agency Corporate Trust Office of the Issuer to be maintained as provided in Indenture Trustee or the Agency Office, if the requirements of Section 3.028-401 of the UCC are met, the Issuer Owner Trustee shall execute, on behalf of the Issuer, and the Indenture Trustee shall authenticate and deliver to the Noteholder making such surrender and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of denomination and a like aggregate principal amount. . (d) At the option of the Holdera Noteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, amount and upon surrender of the such Notes to be exchanged at such office the Corporate Trust Office of the Indenture Trustee or agency. Whenever any Notes the Agency Office, if the requirements of Section 8-401 of the UCC are so surrendered for exchangemet, the Issuer Owner Trustee shall execute, and on behalf of the Issuer, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the such exchange is entitled to receive. Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuer or the Indenture Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in form and substance satisfactory to the Indenture Trustee, duly executed by the Holder thereof or its attorney-in-fact duly authorized in writing. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notestherewith, other than exchanges pursuant to Section 2.03 2.03(b) or 9.06 Section 9.05 not involving any transfer. . (e) The preceding provisions of this Section notwithstanding, the Issuer shall not be required to transfer or make exchanges, and the Note Registrar need not register transfers or exchanges exchanges, (i) of Notes that are due for repayment within 15 days of submission to the Corporate Trust Office or the Agency Office or (ii) of Notes selected for redemption redemption. (f) Each Person to whom a Note is transferred will be required to represent, in the case of a Definitive Note, or deemed to represent, in the case of a Book-Entry Note, that either (i) it is not, and it is not investing on behalf of or with plan assets of (A) an “employee benefit plan” within the meaning of Section 3(3) of ERISA which is subject to Title I of ERISA, (B) a “plan” described in Section 4975 of the Code which is subject to Section 4975 of the Code or to any applicable Similar Law or (C) an entity whose underlying assets are considered to include “plan assets” of any such employee benefit plan by reason of Department of Labor regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, or otherwise or (ii) its acquisition and holding of the Note or any interest therein will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a similar violation of any applicable Similar Law. (g) The Indenture Trustee shall not be responsible for ascertaining whether any transfer complies with, or for otherwise monitoring or determining compliance with, the requirements or terms of the Securities Act, applicable State securities laws, ERISA or the Code; except that if a period certificate and other documentation or evidence are specifically required by the terms of 15 days preceding this Section to be provided to the due date Indenture Trustee by a prospective transferor or transferee, the Indenture Trustee shall be under a duty to receive and examine the same to determine whether it conforms substantially on its face as to the applicable requirements of this Section. (h) Any purported transfer of a Note not in accordance with this Section shall be null and void and shall not be given effect for any payment with respect to the Notepurpose whatsoever.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon The Note Registrar may resign as such only upon written notice delivered to an Authorized Officer of the Issuer, and upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and and, upon one of its Authorized Officers receiving written notice thereof, any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401(1) of the UCC are met the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class Notes, in any authorized denominations, of the same class and a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of the same class and a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(1) of the UCC are met the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar which requirements include membership or trust company locatedparticipation in Securities Transfer Agents Medallion Program ("Stamp") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, Stamp, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchangeExchange Act, and (ii) accompanied by such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions of this Section section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer Issuers shall cause to be kept at the Corporate Trust Office of the Trustee a register (the "NOTE REGISTER"register maintained in such office and in any other office or agency designated pursuant to Section 10.02 being herein sometimes referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Issuers shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Note Register shall be "NOTE REGISTRAR" in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Note Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as note registrar (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Issuers designated pursuant to be maintained as provided in Section 3.0210.02, the Issuer Issuers shall execute, and upon Issuer Order the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination or denominations of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Issuers shall execute, and upon Issuer Order the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which the Noteholder Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerIssuers, 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 Issuers) be duly endorsed byendorsed, or be accompanied by a written instrument instruments of transfer transfer, in form satisfactory to the Indenture Trustee Issuers, duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange or repurchase of Notes, but the Issuer or the Indenture Trustee Issuers may require payment of a sum sufficient to cover any tax taxes, fees or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 Sections 3.03, 3.04, 9.06 or 9.06 11.02 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer Trust shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer Trust shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be is hereby initially appointed "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Indenture Trustee shall remain the Note Registrar throughout the term hereof. Upon any resignation of any Note Registrarthe Indenture Trustee, the Issuer Servicer, on behalf of the Trust, shall promptly appoint a successor successor, with the approval of the Note Insurer, or, if it elects not to make in the absence of such an appointment, the Servicer, on behalf of the Trust, shall assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Trust to be maintained as provided in Section 3.023.02 hereof, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, Authorized Denominations and of a like aggregate principal amountinitial Note Principal Balance. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominationsAuthorized Denominations, and of a like aggregate principal amountNote Principal Balance, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Owner Trustee shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerTrust, 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 exchange shall be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in the form satisfactory to the Indenture Trustee included in Exhibit A attached hereto, duly executed by, by the Holder thereof or such Holder's its attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or Note Registrar, on behalf of the Indenture Trustee Trust, may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 2.07 hereof not involving any transfertransfer or any exchange made by the Note Insurer. No transfer of a Note shall be made to the Unaffiliated Seller or, to the actual knowledge of a Responsible Officer of the Indenture Trustee, to any of the Unaffiliated Seller's Affiliates, successors or assigns. The preceding provisions of this Section notwithstanding, the Issuer Note Registrar shall not be required to make and register the transfer of a Note unless the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for has received a period of 15 days preceding representation letter from the due date for any payment with respect transferee to the Noteeffect that either (i) the transferee is not, and is not acquiring the Note on behalf of or with the assets of, an employee benefit plan or other retirement plan or arrangement that is subject to Title I of the Employee Retirement Income Security Act or 1974, as amended, or Section 4975 of the Code or (ii) the acquisition and holding of the Note by the transferee qualifies for exemptive relief under a Department of Labor Prohibited Transaction Class Exemption. Each Beneficial Owner of a Note which is a Book-Entry Note shall be deemed to make one of the foregoing representations.

Registration, Registration of Transfer and Exchange. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "NOTE REGISTERSecurity Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer Company shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Security Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Security Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "NOTE REGISTRAR" Security Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Company designated pursuant to be maintained as provided in Section 3.021002, the Issuer Company shall execute, execute and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination or denominations of a like aggregate principal amount. At the option Furthermore, any Holder of the HolderRestricted Global Note shall, Notes by acceptance of such Global Note, agree that transfers of beneficial interests in such Global Note may be exchanged for other Notes effected only through a book-entry system maintained by the Holder of the same Class in any authorized denominationssuch Global Note (or its agent), and that ownership of a like aggregate principal amount, upon surrender of beneficial interest in the Notes Note shall be required to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receivereflected in a book entry. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerCompany and, pursuant to the Note Guarantees, the Subsidiary Guarantors, 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 be duly endorsed byendorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the Indenture Trustee Company and the Security Registrar, duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 303, 304, 801, 906, 1009 or 9.06 1108 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer Company shall not be required (i) to make and issue, register the transfer of or exchange any Note Registrar need not register transfers or exchanges during a period beginning at the opening of business 15 days before the selection of Notes 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 Note so selected for redemption in whole or in part, except the unredeemed portion of any Note for a period of 15 days preceding the due date for any payment with respect to the Notebeing redeemed in part.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such the Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.02 hereof, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amountNote Principal Balance. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory attached to the Indenture Trustee form of Note attached as Exhibit A hereto duly executed by, by the Holder thereof or such Holder's Hxxxxx’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in an “eligible guarantor institution” meeting the city requirements of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireSecurities Transfer Agents’ Medallion Program (“STAMP”). No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 hereof not involving any transfer. The preceding provisions of this Section 2.03 notwithstanding, the Issuer shall not be required to make make, and the Note Registrar need not register register, transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, which the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 of the UCC are met the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. 5 (2017-B Indenture) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any Notes (or interests therein) retained by the Issuer or a Person that is considered the same person as the Issuer for U.S. federal income tax purposes may not be transferred for U.S. federal income tax purposes to another Person (other than a Person that is considered the same person as the Issuer for U.S. federal income tax purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the Depositor and the Indenture Trustee at such time stating that either (x) such Notes will be debt for U.S. federal income tax purposes or (y) that the sale of such Notes will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation. In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered form may be required by the Administrator as a condition to such transfer. The Indenture Trustee shall have no duty to monitor the compliance of the provisions of this paragraph and may conclusively rely on the Administrator to do the same.

Registration, Registration of Transfer and Exchange. (a) The Issuer Note Registrar shall cause to be kept maintain a register (the "NOTE REGISTER") Note Register in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration transfers and exchanges of transfers of NotesNotes as provided in this Indenture. The Indenture Trustee shall be "NOTE REGISTRAR" is hereby initially appointed Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein providedprovided in this Indenture. Upon any resignation of any In the event that, subsequent to the Closing Date, the Indenture Trustee notifies the Issuer that it is unable to act as Note Registrar, the Issuer shall promptly appoint a another bank or trust company, having an office or agency located in St. Xxxx, Minnesota, agreeing to act in accordance with the provisions of this Indenture applicable to it, and otherwise acceptable to the Indenture Trustee, to act as successor or, if it elects not to make such an appointment, assume the duties of Note RegistrarRegistrar under this Indenture. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. . (b) Upon the proper surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denominations of a like aggregate principal amount. . (c) At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee and the Note Registrar duly executed by, by the Holder thereof or such Holder's Xxxxxx’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. . (d) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (e) All Notes surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed by the Indenture Trustee. (f) By acquiring a Note (or any interest therein), each Note Owner (and if the Note Owner is a Plan, its fiduciary) will be deemed to (i) represent, warrant and covenant that either (A) it is not acquiring and will not hold the Note (or any interest therein) for, on behalf of or with the assets of a Benefit Plan or any Plan that is subject to Similar Law; or (B) the acquisition, holding and disposition of the Note (or any interest therein) does not and will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any Similar Law and (ii) acknowledge and agree that Benefit Plans and Plans that are subject to Similar Law may not acquire the Notes at any time that the ratings on the Notes are below investment grade or the Notes have been characterized as other than indebtedness for applicable local law purposes. (g) The Retained Notes, if any (or interests therein), will not be transferred (other than exchanges to a Person specified in the definition of Retained Notes) unless a written opinion of counsel, which counsel and opinion shall be acceptable to the Indenture Trustee, is delivered to the Indenture Trustee to the effect that, for federal income tax purposes, such Notes after such transfer will be treated as debt and, if there are other Notes of the same Class as such transferred Notes which are not Retained Notes prior to such transfer, for such purposes such Notes will be fungible with such other Notes of the same Class; provided, however, that fungibility need not take into account whether Notes are, or are not, Definitive Notes. (h) No Retained Note has been or will be registered under the Securities Act or any other applicable securities or “blue sky” laws of any state or other jurisdiction, and no Retained Note or any interest therein may be resold, assigned, pledged or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable Securities or “blue sky” laws, pursuant to Section 2.03 an exemption therefrom or 9.06 in a transaction not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the subject thereto. (i) Each Retained Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for will bear a period of 15 days preceding the due date for any payment with respect legend to the Notefollowing effect: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO.

Registration, Registration of Transfer and Exchange. (a) The Issuer Note Registrar shall cause to be kept maintain a register (the "NOTE REGISTER") Note Register in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration transfers and exchanges of transfers of NotesNotes as provided in this Indenture. The Indenture Trustee shall be "NOTE REGISTRAR" is hereby initially appointed Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein providedprovided in this Indenture. Upon any resignation of any In the event that, subsequent to the Closing Date, the Indenture Trustee notifies the Issuer that it is unable to act as Note Registrar, the Issuer shall promptly appoint a another bank or trust company, having an office or agency located in St. Xxxx, Minnesota, agreeing to act in accordance with the provisions of this Indenture applicable to it, and otherwise acceptable to the Indenture Trustee, to act as successor or, if it elects not to make such an appointment, assume the duties of Note RegistrarRegistrar under this Indenture. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. . (b) Upon the proper surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denominations of a like aggregate principal amount. 4 (Nissan 2015-B Indenture) (c) At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee and the Note Registrar duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. . (d) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (e) All Notes surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed by the Indenture Trustee. (f) By acquiring or holding a Note (or interest therein), each purchaser and transferee (and if the purchaser or transferee is a Benefit Plan, its fiduciary or trustee) is deemed to represent and warrant that either (i) such purchaser or transferee is not acquiring the Note (or interest therein) with the assets of a Benefit Plan or (ii)(A) the Note is rated at least “investment grade” by a nationally recognized statistical rating agency at the time of acquisition and (B) the acquisition and holding of the Note (or interest therein) will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or result in a violation of any Similar Law. (g) The Retained Notes, if any (or interests therein), will not be transferred (other than exchanges pursuant to Section 2.03 or 9.06 a Person specified in the definition of Retained Notes) unless a written opinion of counsel, which counsel and opinion shall be acceptable to the Indenture Trustee, is delivered to the Indenture Trustee to the effect that, for federal income tax purposes, such Notes after such transfer will be treated as debt and, if there are other Notes of the same Class as such transferred Notes which are not involving any Retained Notes prior to such transfer. The preceding provisions , for such purposes such Notes will be fungible with such other Notes of this Section notwithstandingthe same Class; provided, the Issuer shall not be required to make and the Note Registrar however, that fungibility need not register transfers take into account whether Notes are, or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Noteare not, Definitive Notes.

Registration, Registration of Transfer and Exchange. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the "NOTE REGISTER"register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Company shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Note Register shall be "NOTE REGISTRAR" in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Note Register shall be open 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 Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Company designated pursuant to be maintained as provided in Section 3.021002, the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination or denominations of a like aggregate principal amount. Furthermore, any Holder of a beneficial interest in a Global Note shall, by acceptance of such beneficial interest in a Global Note, agree that transfers of beneficial interests 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 Note shall be required to be reflected in a book entry. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchangeexchange (including an exchange of Initial Notes for Exchange Notes), the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which the Noteholder Holder making the exchange is entitled to receive; provided that no exchange of Initial Notes for Exchange Notes shall occur until an 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, together with an Opinion of Counsel, and the Initial Notes to be exchanged for the Exchange Notes shall be cancelled by the Trustee. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerCompany, 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 Note Registrar) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the Indenture Trustee Company and the Note Registrar, duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 304, 906, 1016, 1017 or 9.06 1108, not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. 5 (2023-A Indenture) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any Notes (or interests therein) retained by the Issuer or a Person that is considered the same person as the Issuer for U.S. federal income tax purposes may not be transferred for U.S. federal income tax purposes to another Person (other than a Person that is considered the same person as the Issuer for U.S. federal income tax purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the Depositor and the Indenture Trustee at such time stating that either (x) such Notes will be debt for U.S. federal income tax purposes or (y) the sale of such Notes will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered form may be required by the Administrator as a condition to such transfer. The Indenture Trustee shall have no duty to monitor the compliance of the provisions of this paragraph and may conclusively rely on the Administrator to do the same. By acquiring a Note (or interest therein), each Noteholder and Note Owner (and if the Noteholder or Note Owner is a Plan, its fiduciary) is deemed to (a) represent and warrant that either (i) it is not acquiring such Note (or interest therein) with the assets of a Benefit Plan Investor or Plan subject to Similar Law; or (ii) the acquisition and holding of such Note (or interest therein) will not, in the case of a Benefit Plan Investor, give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a Plan that is subject to Similar Law, result in a violation of such Similar Law and (b) acknowledge and agree that Benefit Plan Investors and Plans that are subject to Similar Law may not acquire such Note (or any interest therein) at any time that such Note does not have an investment grade rating from at least one nationally recognized statistical rating organization. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the transfer of Notes.

Registration, Registration of Transfer and Exchange. (a) The Issuer shall cause the Notes to be Registered and shall cause to be kept a register (the "NOTE REGISTER"“Register”) at the office of the Trustee in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" is hereby initially appointed registrar (the “Registrar”) for the purpose of registering Notes and transfers of such Notes with respect to the Register maintained in the United States as herein provided. Upon any resignation or removal of any Note the Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make in the absence of such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note a Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, thereof and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal or face amounts and number numbers of such Notes. Upon written request at any time the Registrar shall provide to the Issuer, the Collateral Manager, the Initial Purchaser or any Holder a current list of Holders as reflected in the Register. Subject to this Section 2.5, upon surrender for registration of transfer of any Note Notes at the office or agency of the Issuer to be maintained as provided in Section 3.027.2, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal or face amount. At any time, the Issuer, the Collateral Manager or the Initial Purchaser may request a list of Holders from the Trustee. In addition, when permitted under this Indenture, the Issuer, the Trustee and the Collateral Manager shall be entitled to rely conclusively upon any certificate of ownership provided to the Trustee by a beneficial owner of a Note (including a Beneficial Ownership Certificate) and/or other forms of reasonable evidence of such ownership as to the names and addresses of such beneficial owner and the Classes, principal amounts and CUSIP numbers of Notes beneficially owned thereby. At any time, upon request of the Issuer, the Collateral Manager or the Initial Purchaser, the Trustee shall provide such requesting Person a copy of each Beneficial Ownership Certificate that the Trustee has received unless directed otherwise; provided, however, the Trustee shall have no obligation or duty to verify information with respect to such Beneficial Ownership Certificate and shall only be required to retain copies of such documents presented to it. At the option of the Holder, Notes may be exchanged for other Notes of the same Class like terms, in any authorized denominations, denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so Note is surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder Holder making the exchange is entitled to receive. All Notes issued and authenticated upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt (to the extent they evidence debt), and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in a form reasonably satisfactory to the Indenture Trustee Registrar, duly executed by, by the Holder thereof or such Holder's ’s attorney duly authorized in writing, writing with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any transfer, tax or other governmental charge that payable in connection therewith. The Registrar or the Trustee shall be permitted to request such evidence reasonably satisfactory to it documenting the identity and/or signatures of the transferor and transferee. (b) No Note may be imposed in connection with sold or transferred (including, without limitation, by pledge or hypothecation) unless such sale or transfer is exempt from the registration requirements of the Securities Act, is exempt from the registration requirements under applicable state securities laws and will not cause the Issuer to become subject to the requirement that it register as an investment company under the 1940 Act. (c) No transfer of any registration Subordinated Note (or any interest therein) will be effective if after giving effect to such transfer 25% or more of transfer or exchange the Aggregate Outstanding Amount of Notesthe Subordinated Notes would be held by Persons who have represented that they are Benefit Plan Investors. For purposes of these calculations and all other calculations required by this sub-section, (A) any Notes of the Issuer held by a Person (other than exchanges a Benefit Plan Investor) who is a Controlling Person, the Trustee, the Collateral Manager, the Retention Provider, the Initial Purchaser or any of their respective affiliates (other than those interests held by a Benefit Plan Investor) shall be disregarded and not treated as Outstanding and (B) an “affiliate” of a Person shall include any Person, directly or indirectly through one or more intermediaries, controlling, controlled by or under common control with the Person, and “control” with respect to a Person other than an individual shall mean the power to exercise a controlling influence over the management or policies of such Person. The Trustee shall be entitled to rely exclusively upon the information set forth in the face of the transfer certificates received pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions the terms of this Section notwithstanding2.5 and only Notes that a Trust Officer of the Trustee actually knows to be so held shall be so disregarded. In addition, no Rule 144A Global Subordinated Notes (other than Rule 144A Global Subordinated Notes purchased from the Issuer as part of the initial offering or on the Closing Date) may be held by or transferred to a Benefit Plan Investor or Controlling Person and each beneficial owner of a Rule 144A Global Subordinated Note acquiring its interest in the Subordinated Notes in the initial offering on the Closing Date shall provide to the Issuer a written certification in the form of Exhibit B-5 attached hereto. (d) Each subsequent transferee of a Note, by acceptance of such Note or an interest in such Note, shall be deemed to have agreed to comply with Section 2.12. (e) Notwithstanding anything contained herein to the contrary, the Issuer Trustee shall not be responsible for ascertaining whether any transfer complies with, or for otherwise monitoring or determining compliance with, the registration provisions of or any exemptions from the Securities Act, applicable state securities laws or the applicable laws of any other jurisdiction, ERISA, the Code, the 1940 Act, or the terms hereof; provided that if a certificate is specifically required by the terms of this Section 2.5 to make be provided to the Trustee by a prospective transferor or transferee, the Trustee shall be under a duty to receive and examine the same to determine whether or not the certificate substantially conforms on its face to the applicable requirements of this Indenture and shall promptly notify the party delivering the same and the Note Registrar need Issuer if such certificate does not register transfers or exchanges comply with such terms. (f) [Reserved.] (g) Transfers of Global Secured Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment shall only be made in accordance with respect to the NoteSection 2.2(b) and this Section 2.5(g).

Registration, Registration of Transfer and Exchange. The Issuer Company shall cause the Trustee to be kept keep, so long as it is the Note Registrar, at the Corporate Trust Office of the Trustee, or such other office as the Trustee may designate, a register (the "NOTE REGISTER"register maintained in such office or in any other office or agency designated pursuant to Section 10.2 being herein sometimes referred to as the “Note Register”) in which, subject to such reasonable regulations as it the Note Registrar may prescribe, the Issuer Company shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall initially be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any The Company may change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notesor appoint one or more co-Note Registrars without notice. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Company designated pursuant to be maintained as provided in Section 3.0210.2, the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteemake available for delivery, in the name of the designated transferee or transferees, one or more new Notes of the same Class in series 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 interests 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 a Note shall be required to be reflected in a book entry. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denomination or denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteemake available for delivery, the Notes which the Noteholder Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerCompany, evidencing the same debtIndebtedness, 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 transfer, or exchange for exchange, repurchase or redemption, shall (if so required by the Company or the Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Company and the Note Registrar, duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer transfer, exchange or exchange redemption of Notes, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover except for any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notestherewith, other than exchanges pursuant to Section 2.03 Sections 3.3, 3.4, 3.5, 9.6, 10.12, 10.13 or 9.06 11.8 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer Company shall not be required (a) to make and issue, register the transfer of or exchange any Note Registrar need not register transfers or exchanges during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes selected for redemption under Section 11.4 and ending at the close of business on the day of such mailing or (b) to register the transfer of or exchange any Note so selected for a period redemption in whole or in part, except the unredeemed portion of 15 days preceding the due date for any payment with respect to the NoteNotes being redeemed in part.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts or notional balances and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.023.02 hereof, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount, or notional amount in the case of the Class A-4 IO Notes. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount or notional amount, as the case may be upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agents' Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 hereof not involving any transfer. The preceding provisions of this Section 2.03 notwithstanding, the Issuer shall not be required to make make, and the Note Registrar need not register register, transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.

Registration, Registration of Transfer and Exchange. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office being herein sometimes collectively referred to as the "NOTE REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Issuer Company shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be is hereby appointed "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture The Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon also maintain a certificate executed on behalf register of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders Beneficial Owners of the Notes (the "Beneficial Owner Registry"), which Beneficial Owners shall be placed thereon upon receipt by the Trustee of written certification of any such Beneficial Owner as to its beneficial ownership of a specified principal amount of the Notes accompanied by evidence thereof reasonably satisfactory to the Trustee and setting forth its address and other information which will permit the Trustee to communicate with such Beneficial Owners as required herein and deem such Beneficial Owners as registered holders for purposes hereof. A copy of any notice sent hereunder to Holders shall also be sent to the Beneficial Owners on the Beneficial Owner Registry and any consent, request, direction, approval, objection, or other instrument or action required or permitted by this Indenture to be executed or taken by any Holder (other than a transfer or conversion of a Note) shall be fully effective or taken by the Beneficial Owner thereof on the Beneficial Owner Registry, provided that, in the event of conflicting instruments executed by the registered Holder and the principal amounts and number of Beneficial Owner, the action by the registered Holder shall govern. The Trustee may presume that the Persons that is enters on the Beneficial Owner Registry are such NotesBeneficial Owners unless the Trustee receives written notification to the contrary. Upon surrender for registration of transfer of any Note at the office or agency agency, in a Place of the Issuer to be maintained as provided in Section 3.02Payment, the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denominations and of a like aggregate principal amountamount and tenor. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, denominations and of a like aggregate principal amountamount and tenor, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which the Noteholder Holder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerCompany, 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 Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.a

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be is hereby initially appointed "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Indenture Trustee shall remain the Note Registrar throughout the term hereof. Upon any resignation of any Note Registrarthe Indenture Trustee, the Issuer shall promptly appoint a successor successor, [with the approval of the Note Insurer,] or, if it elects not to make in the absence of such an appointment, shall assume the duties of Note Registrar. If a Person other than The Indenture Trustee shall maintain an office or offices or agency or agencies where Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Indenture Trustee is appointed by in respect of the Issuer as Note Registrar, the Issuer will give the Notes may be served. The Indenture Trustee initially designates [its Corporate Trust Office] as its office for such purposes. The Indenture Trustee or its agent shall give prompt written notice to the Depositor[, the Note Insurer] and the Noteholders of the appointment of such Note Registrar and of the location, and any change in the location, location of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of or any such Notesoffice or agency. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer Owner Trustee on behalf of the Issuer, shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denominations and of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, and of a like aggregate initial principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Owner Trustee shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Note Registrar duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or and the Indenture Trustee Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

Registration, Registration of Transfer and Exchange. (a) The Issuer shall cause a note registrar (the “Note Registrar”) to be kept keep a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, which the Issuer Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. All Notes shall be maintained in “registered form” under Treasury Regulation Section 5f.103-1(c), proposed Treasury Regulation Section 1.163-5 and any applicable temporary, final or other successor regulations. The name and address of each Noteholder, each transfer thereof and the name and address of each transferee of one or more Notes shall be recorded in such Note Register, together with the principal amount (and stated interest) of the Notes owing to the Noteholder of such Notes. Prior to due presentment for registration of transfer, the person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Note Registrar shall not be affected by any notice or knowledge to the contrary. No transfer shall be effective unless recorded in the Note Register. The Indenture Trustee initially shall be "NOTE REGISTRAR" the Note Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. . (b) If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee and the Noteholders prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such Notes. ; provided that, upon the reasonable request of any Noteholder, the Note Registrar and the Indenture Trustee shall provide a copy of such certificate to such Noteholder. (c) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.024.2, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. . (d) At the option of the HolderNoteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, exchange the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. . (e) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (f) Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Note Registrar duly executed by, the Holder Noteholder thereof or such Holder's Noteholder’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements may include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. STAMP. (g) No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Note Registrar may require payment by such Noteholder 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.5 not involving any transfer. . (h) The preceding provisions of this Section 2.5 notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 fifteen (15) days preceding the due date for any payment with respect to the Note. (i) Any purported transfer of a Note not in accordance with this Section 2.5 shall be null and void and shall not be given effect for any purpose whatsoever.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. 5 (2020-A Indenture) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any Notes (or interests therein) retained by the Issuer or a Person that is considered the same person as the Issuer for U.S. federal income tax purposes may not be transferred for U.S. federal income tax purposes to another Person (other than a Person that is considered the same person as the Issuer for U.S. federal income tax purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the Depositor and the Indenture Trustee at such time stating that either (x) such Notes will be debt for U.S. federal income tax purposes or (y) the sale of such Notes will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered form may be required by the Administrator as a condition to such transfer. The Indenture Trustee shall have no duty to monitor the compliance of the provisions of this paragraph and may conclusively rely on the Administrator to do the same. By acquiring a Note (or interest therein), each Noteholder and Note Owner (and if the Noteholder or Note Owner is a Plan, its fiduciary) is deemed to (a) represent and warrant that either (i) it is not acquiring such Note (or interest therein) with the assets of a Benefit Plan Investor or Plan subject to Similar Law; or (ii) the acquisition and holding of such Note (or interest therein) will not, in the case of a Benefit Plan Investor, give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a Plan that is subject to Similar Law, result in a violation of such Similar Law and (b) acknowledge and agree that Benefit Plan Investors and Plans that are subject to Similar Law may not acquire such Note (or any interest therein) at any time that such Note does not have an investment grade rating from at least one nationally recognized statistical rating organization. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the transfer of Notes.

Registration, Registration of Transfer and Exchange. The Issuer Trust shall cause to be kept a register (the "NOTE REGISTERNote Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer Trust shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be is hereby initially appointed "NOTE REGISTRARNote Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. The Indenture Trustee shall remain the Note Registrar throughout the term hereof. Upon any resignation of any Note Registrarthe Indenture Trustee, the Issuer Servicer, on behalf of the Trust, shall promptly appoint a successor successor, with the approval of the Note Insurer, or, if it elects not to make in the absence of such an appointment, the Servicer, on behalf of the Trust, shall assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Trust to be maintained as provided in Section 3.023.02 hereof, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, Authorized Denominations and of a like aggregate principal amountinitial Note Principal Balance. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominationsAuthorized Denominations, and of a like aggregate principal amount, Note Principal Balance upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer Owner Trustee shall execute, and the Indenture Trustee Authenticating Agent shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerTrust, 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 exchange shall be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in the form satisfactory to the Indenture Trustee included in Exhibit A attached hereto, duly executed by, by the Holder thereof or such Holder's its attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or Note Registrar, on behalf of the Indenture Trustee Trust, may require payment of a sum sufficient to cover any tax or other governmental charge that as may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 2.07 hereof not involving any transfertransfer or any exchange made by the Note Insurer. No transfer of a Note shall be made to the Unaffiliated Seller or, to the actual knowledge of a Responsible Officer of the Indenture Trustee, to any of the Unaffiliated Seller's Affiliates, successors or assigns. The preceding provisions of this Section notwithstanding, the Issuer Note Registrar shall not be required to make and register the transfer of a Note unless the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for has received a period of 15 days preceding representation letter from the due date for any payment with respect transferee to the Noteeffect that either (i) the transferee is not, and is not acquiring the Note on behalf of or with the assets of, an employee benefit plan or other retirement plan or arrangement that is subject to Title I of the Employee Retirement Income Security Act or 1974, as amended, or Section 4975 of the Code or (ii) the acquisition and holding of the Note by the transferee qualifies for exemptive relief under a Department of Labor Prohibited Transaction Class Exemption. Each Beneficial Owner of a Note which is a Book-Entry Note shall be deemed to make one of the foregoing representations.

Registration, Registration of Transfer and Exchange. The Issuer Issuers, the Parent Guarantor and the Subsidiary Guarantors shall cause to maintain in the contiguous United States a registrar with an office or agency where Notes may be kept presented for registration of transfer or for exchange (“Registrar”) and a paying agent with an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register (the "NOTE REGISTER"“Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee shall be "NOTE REGISTRAR" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and of their transfer and exchange. The Issuers may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the principal amounts term “Paying Agent” includes any additional paying agent. The Issuers may change any Paying Agent or Registrar without prior notice to any Holder. The Issuers shall notify the Trustee in writing of the name and number address of such any Agent not a party to the Indenture. If the Issuers fail to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Parent Guarantor or a Subsidiary may act as Paying Agent or Registrar. The Issuers initially appoint The Depository Trust Company (“DTC”) to act as Depositary with respect to the Global Notes. The Issuers initially appoint the Trustee to act as the Registrar and Paying Agent and to act as Note Custodian with respect to the Global Notes at the Corporate Trust Office of the Trustee. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02Registrar, the Issuer Issuers shall execute, execute and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes Notes, of the same Class in any authorized denominations, denominations and of a like tenor and aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, Issuers evidencing the same debt, and entitled to the same benefits under this the 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 Issuers or the Trustee) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee Issuers and the Registrar duly executed byexecuted, by the Holder thereof or such Holder's its attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange of any Notes, but the Issuer or the Indenture Trustee Issuers may require payment of a sum sufficient to cover any transfer tax or other similar governmental charge that may be imposed by law or the Indenture in connection with any registration of transfer or exchange of any Notes, other than exchanges pursuant . If the Notes are to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstandingbe redeemed in part, the Issuer Issuers shall not be required (A) to issue, register the transfer of or exchange any Notes during a period of 15 days before a selection of Notes for redemption under Section 3.02, or (B) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Further, the Issuers shall not be required to make register the transfer of or exchange any Notes after a record date and on or before the next succeeding Interest Payment Date. The provisions of clauses (a) through (d) below shall apply only to Global Notes: (a) Each Global Note authenticated under the Indenture shall be registered in the name of the Depositary designated for such Global Note or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Note shall constitute a single Note for all purposes of the Indenture. (b) Notwithstanding any other provision in the Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Note or a nominee thereof, unless (i) such Depositary (A) has notified the Issuers that it is no longer willing or able to discharge its responsibilities properly as Depositary for such Global Note or (B) has ceased to be a clearing agency registered under the Exchange Act, and in either case the Issuers have not appointed a qualified successor within 90 days, (ii) an Event of Default has occurred and is continuing and the Note Registrar need not register transfers or exchanges Depositary has notified the Issuers and the Trustee of Notes selected for redemption or of any its desire to exchange such Global Note for a period of 15 days preceding the due date for any payment with respect Certificated Notes or (iii) subject to the Depositary’s rules, the Issuers, at their option, have elected to terminate the book-entry system through the Depositary. (c) Subject to clause (b) above, any exchange of a Global Note for other Notes may be made in whole or in part, and all Notes issued in exchange for a Global Note or any portion thereof shall be registered in such names as the Depositary for such Global Note shall direct. (d) Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Section or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.

Registration, Registration of Transfer and Exchange. The Issuer Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the "NOTE REGISTERRegister") in which, subject to such reasonable regulations as it may prescribe, the Issuer Company shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee Register shall be in written form or any other form capable of being converted into written form within a reasonable time. At all reasonable times, the Register shall be open to inspection by the Trustee. The Trustee is hereby initially appointed as security registrar (the "NOTE REGISTRAR" Note Registrar") for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer Company designated pursuant to be maintained as provided in Section 3.021002, the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, denomination or denominations of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchangeexchange (including an exchange of Initial Notes for Exchange Notes), the Issuer Company shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trusteedeliver, the Notes which the Noteholder Holder making the exchange is entitled to receive; PROVIDED that no exchange of Initial Notes for Exchange Notes shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission and that the Initial Notes to be exchanged for the Exchange Notes shall be cancelled by the Trustee. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the IssuerCompany, 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 Note Registrar) be duly endorsed byendorsed, or be accompanied by a written instrument of transfer transfer, in form satisfactory to the Indenture Trustee Company and the Note Registrar, duly executed by, by the Holder thereof or such Holder's his attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require. No service charge shall be made to a Holder for any registration of transfer or exchange or redemption of Notes, but the Issuer or the Indenture Trustee Company may require payment in certain circumstances 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 Notes, other than exchanges pursuant to Section 2.03 304, 906, 1015, 1016 or 9.06 1108 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer Company shall not be required (i) to make and issue, register the transfer of or exchange any Note Registrar need not register transfers or exchanges during a period beginning at the opening of business 15 days before the selection of Notes to be redeemed under Sections 1104, 1015 and 1016 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 Note so selected for redemption in whole or in part, except the unredeemed portion of any Note for a period of 15 days preceding the due date for any payment with respect to the Notebeing redeemed in part.

Registration, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, STAMP, all in accordance with the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireExchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee 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 Notes, other than exchanges pursuant to Section 2.03 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Any Notes (or interests therein) retained by the Issuer or a Person that is considered the same person as the Issuer for U.S. federal income tax purposes may not be transferred for U.S. federal income tax purposes to another Person (other than a Person that is considered the same person as the Issuer for U.S. federal income tax purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the Depositor and the Indenture Trustee at such time stating that either (x) such Notes will be debt for U.S. federal income tax purposes or (y) the sale of such Notes will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered form may be required by the Administrator as a condition to such transfer. The Indenture Trustee shall have no duty to monitor the compliance of the provisions of this paragraph and may conclusively rely on the Administrator to do the same. By acquiring a Note (or interest therein), each Noteholder and Note Owner (and if the Noteholder or Note Owner is a Plan, its fiduciary) is deemed to (a) represent and warrant that either (i) it is not acquiring and will not hold such Note (or interest therein) with the assets of a Benefit Plan Investor or Plan subject to Similar Law; or (ii) the acquisition, holding and disposition of such Note (or interest therein) will not, in the case of a Benefit Plan Investor, give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a Plan that is subject to Similar Law, result in a violation of such Similar Law and (b) acknowledge and agree that Benefit Plan Investors and Plans that are subject to Similar Law may not acquire such Note (or any interest therein) at any time that such Note does not have an investment grade rating from at least one nationally recognized statistical rating organization. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the transfer of Notes.

Registration, Registration of Transfer and Exchange. The Issuer shall cause the Note Registrar to be kept keep a register (the "NOTE REGISTER"“Note Register”) in which, subject to such reasonable regulations as it may prescribeprescribe and the restrictions on transfers of the Notes set forth herein, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be "NOTE REGISTRAR" the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. Upon Subject to Section 2.03, upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall be entitled to obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amountamount or Percentage Interest. At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amountamount or Percentage Interest, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall be entitled to obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, 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 exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder's ’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or trust company locatedparticipation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or having a correspondent locatedin substitution for, in the city of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may requireSTAMP. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 2.05 or 9.06 9.05 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the such Note.