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

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep a register (the “Note Register”) in which the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Note Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the 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 Issuing Entity as Note Registrar, the 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 Issuing Entity to be maintained as provided in Section 3.02, if the 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 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 Issuing 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 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 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(a) of the UCC are met the Issuing Entity 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 8-401 401(a) of the UCC are met the Issuing Entity 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 Issuing EntityIssuer, 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep a register (the “Note Register”) in which the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Note Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the 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 Issuing Entity as Note Registrar, the 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 Issuing Entity to be maintained as provided in Section 3.02, if the 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 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 Issuing 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 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 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee Entity or the 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 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep a register (the “"Note Register”") to be kept in which the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein providedNotes. Upon any resignation of any Note Registrar, the Issuing Entity Issuer shall promptly appoint a successor or, if it elects not to make such an appointmentto, it shall assume the duties of Note Registrar. If the Issuer appoints a Person person other than the Indenture Trustee is appointed by the Issuing Entity as to be Note Registrar, the Issuing Entity Issuer will give the Indenture Trustee prompt written notice of the appointment of such the 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 may inspect the Note Register at all reasonable times and to obtain copies thereof, and the of it. The Indenture Trustee shall have the right to may rely upon on a certificate executed on behalf of the Note Registrar by an Executive Officer thereof one of its Authorized Officers as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such the Notes. . (b) Upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in pursuant to Section 3.02, if the requirements of this Indenture and Section 8-401 401(a) of the UCC are met met, the Issuing Entity 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. . (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 the office or agencyagency of the Issuer maintained pursuant to Section 3.02. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 401(a) of the UCC are met the Issuing Entity 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. . (d) All Notes issued upon on any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such for registration of transfer or exchange. . (e) 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 its Holder thereof or such Holder’s any attorney for its Holder duly authorized in writing, with such . The endorsement signature shall be guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such any other “"signature guarantee program” as may be determined " chosen by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. . (f) No Holder shall incur a service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with on any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 2.04 or 9.06 9.05 not involving any transfer. . (g) The preceding provisions of this Section notwithstanding, the Issuing Entity shall not be required to make and the Note Registrar need not register and the Issuer need not make transfers or exchanges of Notes selected for redemption or transfers or exchanges of any Note for a period of during the 15 days preceding the due date for any payment with respect to the Note. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCit.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Indenture Trustee initially shall cause a note be the registrar (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. The Note Registrar shall cause to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Note Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, (i) the Issuing Entity will Issuer shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and or any change in the location, of the Note Register, and (ii) the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, thereof and (iii) 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 Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and deliver to the Noteholder shall obtain from the Indenture Trusteemaking such surrender, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominationsdenomination, of a like aggregate principal amount. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met. (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, if the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and deliver to the Noteholder shall obtain from the Indenture Trusteemaking such exchange, the Notes which the such Noteholder making the exchange is entitled to receive. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met. (e) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, 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 . (f) All Notes 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 HolderXxxxxx’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 the Securities Transfer Agent’s Medallion Program . (“STAMP”g) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 2.3 or 9.06 Section 9.6 not involving any transfer. . (h) The preceding provisions of this Section notwithstanding, the Issuing Entity 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 Notes with respect to which the due date for any payment will occur within fifteen (15) days. (i) Each Person who initially acquires a Note (or an interest therein) or to whom a Note (or an interest therein) is transferred (and its fiduciary, if applicable) will be deemed to have represented and warranted, by its acceptance of such Note (or an interest therein), that either (a) it is not acquiring such Note (or an interest therein) with respect the plan assets of either (1) a Benefit Plan Investor or (2) an employee benefit plan or arrangement not subject to Title I of ERISA or Section 4975 of the Note. The Indenture Trustee Code; or (in b) the acquisition and holding of such Note (or an 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 any capacitySimilar Law. (j) 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 Any purported transfer of any interest a Note not in any Note other than to require delivery of such certificates accordance with this Section 2.5 shall be null and other documentation or evidence as are expressly required by, void and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility not be given effect for any actions taken or not taken by DTCpurpose whatsoever.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Borrower shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Exchange Note Register”) in which which, subject to reasonable regulations as it may prescribe, the Note Registrar Borrower shall provide for the registration of Exchange Notes and the registration of transfers of Exchange Notes. The Indenture Trustee Administrative Agent initially shall be the “Exchange Note Registrar Registrar” for the purpose of registering Exchange Notes and transfers of Exchange Notes as herein provided. Upon any resignation of any Exchange Note Registrar, the Issuing Entity Borrower shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Exchange Note Registrar. If a Person other than the Indenture Trustee Administrative Agent is appointed by the Issuing Entity Borrower as Exchange Note Registrar, the Issuing Entity Borrower will give the Indenture Trustee Administrative Agent prompt written notice of the appointment of such Exchange Note Registrar and of the location, and any change in the location, of the Exchange Note Register, and the Indenture Trustee Administrative Agent shall have the right to inspect the Exchange Note Register at all reasonable times and to obtain copies thereofthereof at its own expense, and the Indenture Trustee Administrative Agent shall have the right to rely upon a certificate executed on behalf of the Exchange Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes Exchange Noteholders and the principal amounts and number of such Exchange Notes. (b) The Exchange Notes have not been and will not be registered under the Securities Act or any state or other applicable securities laws and will not be listed on any exchange. An Exchange Noteholder may only offer, sell or otherwise transfer, in whole or in part, an Exchange Note pursuant to an available exemption from the registration requirements of the Securities Act and all other applicable securities laws. Transfers of the Exchange Notes will be subject to the transfer restrictions set forth in the related Exchange Note Supplement. The Exchange Notes shall bear the following legend: “THIS EXCHANGE NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER OF THIS EXCHANGE NOTE BY ITS ACCEPTANCE HEREOF AGREES THAT SUCH EXCHANGE NOTE IS BEING ACQUIRED NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY TO A QUALIFIED PURCHASER PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE CREDIT AND SECURITY AGREEMENT AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. EACH HOLDER OF THIS EXCHANGE NOTE AND ANY SUBSEQUENT HOLDER OF THIS EXCHANGE NOTE WILL BE REQUIRED TO CERTIFY, AMONG OTHER THINGS, THAT SUCH HOLDER OR SUBSEQUENT HOLDER IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT OR (II) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT AND IS AWARE THAT THE SALE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. THE HOLDER OF THIS EXCHANGE NOTE WILL, AND EACH SUBSEQUENT HOLDER OF THIS EXCHANGE NOTE IS REQUIRED TO, NOTIFY ANY PURCHASER OF SUCH EXCHANGE NOTES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. NO RESALE OR OTHER TRANSFER OF ANY EXCHANGE NOTE SHALL BE MADE TO ANY TRANSFEREE UNLESS: (A) SUCH TRANSFEREE IS NOT, AND WILL NOT ACQUIRE THE EXCHANGE NOTE ON BEHALF OR WITH THE ASSETS OF, 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 TITLE I OF ERISA ANY OTHER “PLAN” THAT IS SUBJECT TO SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” PURSUANT TO 29 C.F.R. SECTION 2510.3-101 OR A GOVERNMENTAL, NON-U.S., CHURCH OR OTHER PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF THE EXCHANGE 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, IN THE CASE OF A GOVERNMENTAL, NON-U.S., CHURCH OR OTHER PLAN, A VIOLATION OF ANY SIMILAR LAW. EACH HOLDER OF THIS EXCHANGE NOTE WILL NOT TRANSFER THIS EXCHANGE NOTE OR ANY BENEFICIAL INTEREST HEREIN EXCEPT TO A PURCHASER WHO CAN MAKE THE ABOVE REPRESENTATIONS AND AGREEMENTS ON BEHALF OF ITSELF AND EACH ACCOUNT FOR WHICH IT IS PURCHASING. THE HOLDER ACKNOWLEDGES THAT THE EXCHANGE NOTE REGISTRAR AND THE BORROWER RESERVE THE RIGHT PRIOR TO ANY SALE OR OTHER TRANSFER TO REQUIRE THE DELIVERY OF SUCH CERTIFICATIONS, LEGAL OPINIONS AND OTHER INFORMATION AS THE EXCHANGE NOTE REGISTRAR OR THE BORROWER MAY REASONABLY REQUIRE TO CONFIRM THAT THE PROPOSED SALE OR OTHER TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.” (c) Upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity to be maintained as provided in Section 3.02Exchange Note, if the requirements of Section 8-401 401(a) of the UCC are met the Issuing Entity Borrower shall execute, and the Indenture Trustee Administrative Agent shall authenticate and the Exchange Noteholder shall obtain from the Indenture TrusteeAdministrative Agent, in the name of the designated transferee or transferees, one or more new Exchange Notes of the same Class in any authorized denominations, denominations and of a like aggregate principal amount. At the option of the HolderExchange Noteholder, Exchange Notes may be exchanged for other Exchange Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Exchange Notes to be exchanged at such office or agency. Whenever any Exchange Notes are so surrendered for exchange, if the requirements of Section 8-401 401(a) of the UCC are met the Issuing Entity Borrower shall execute, and the Indenture Trustee Administrative Agent shall authenticate and the Exchange Noteholder shall obtain from the Indenture TrusteeAdministrative Agent, the Exchange Notes which the Exchange Noteholder making the exchange is entitled to receive. All Exchange Notes issued upon any registration of transfer or exchange of Exchange Notes shall be the valid obligations of the Issuing EntityBorrower, evidencing the same debt, and entitled to the same benefits under this IndentureCredit and Security Agreement and the related Exchange Note Supplement, as the Exchange Notes surrendered upon such registration of transfer or exchange. Every Exchange 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 Administrative Agent duly executed by, the Holder Exchange Noteholder thereof or such HolderExchange Noteholder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Exchange Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Exchange Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder an Exchange Noteholder for any registration of transfer or exchange of Exchange Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Borrower 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 Exchange Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuing Entity Borrower shall not be required to make and the Exchange Note Registrar need not register transfers or exchanges of Exchange Notes selected for redemption or of any Exchange Note for a period of 15 fifteen (15) days preceding the due date for any payment with respect to the Exchange Note. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Indenture Trustee initially shall cause a note be the registrar (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. The Note Registrar shall cause to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Note Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, (i) the Issuing Entity will Issuer shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and or any change in the location, of the Note Register, and (ii) the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, thereof and (iii) 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 Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and deliver to the Noteholder shall obtain from the Indenture Trusteemaking such surrender, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominationsdenomination, of a like aggregate principal amount. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met. (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, if the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and deliver to the Noteholder shall obtain from the Indenture Trusteemaking such exchange, the Notes which the such Noteholder making the exchange is entitled to receive. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met. (e) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, 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 . (f) All Notes 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 HolderXxxxxx’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 the Securities Transfer Agent’s Medallion Program . (“STAMP”g) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 2.3 or 9.06 Section 9.6 not involving any transfer. . (h) The preceding provisions of this Section notwithstanding, the Issuing Entity 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 Notes with respect to which the due date for any payment will occur within fifteen (15) days. (i) Each Person who initially acquires a Note (or an interest therein) or to whom a Note (or an interest therein) is transferred will be deemed to have represented and warranted, by its acceptance of the Note (or an interest therein), that either (a) it is not acquiring the Note (or an interest therein) with respect the plan assets of any (i) “employee benefit plan” (as defined in Section 3(3) of ERISA) subject to the Note. The Indenture Trustee fiduciary requirements of ERISA, (ii) “plan” described in Section 4975(e)(1) of the Code, including individual retirement accounts and Xxxxx plans, that is subject to the provisions of Section 4975 of the Code, or (iii) employee benefit plan or arrangement not subject to Title I of ERISA or Section 4975 of the Code; or (b) the acquisition and holding of the Note (or an 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 violation of any capacitysubstantially similar applicable law. (j) 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 Any purported transfer of any interest a Note not in any Note other than to require delivery of such certificates accordance with this Section 2.5 shall be null and other documentation or evidence as are expressly required by, void and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility not be given effect for any actions taken or not taken by DTCpurpose whatsoever.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 provided that the requirements of Section 8-401 of the UCC are met (as determined by the Issuing Entity Issuer), 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 Issuing EntityIssuer, 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, Issuer or the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the initial "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 a 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 provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting a commercial bank or trust company located, or having a correspondent located, in The City of New York or the requirements city in which the Corporate Trust Office is located, or by a member firm of the Note Registrara national securities exchange, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or and such other “signature guarantee program” documents as the Trustee may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Actrequire. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee Issuer or the Note Registrar 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 Issuing Entity 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 the payment with respect in full of such Note. Copies of this Indenture (without exhibits) may be obtained by Noteholders upon request in writing to the Note. The Indenture Trustee (in any capacity) 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 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 at the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCCorporate Trust Office.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity shall cause a note registrar (Issuer appoints the Indenture Trustee to be the “Note Registrar”) ” and to keep a register (the “Note Register”) in which the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Note Registrar for the purpose of registering Notes and transfers of Notes as herein providedprovided in this Indenture. Upon any resignation of any the Note Registrar, the Issuing Entity shall Issuer will promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If the Issuer appoints a Person other than the Indenture Trustee is appointed by the Issuing Entity as Note Registrar, (i) the Issuing Entity Issuer will give notify the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the locationappointment, and any change in the location, of the Note Register, and (ii) the Indenture Trustee shall will have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, of the Note Register and (iii) the Indenture Trustee shall will have the right to rely upon a certificate executed on behalf by an officer 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. . (b) Upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity to be Issuer maintained as provided in under Section 3.023.2, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity shall Issuer will execute, and the Indenture Trustee shall will authenticate and the Noteholder shall will obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class Class, in any authorized denominationsdenomination, of a like in the same aggregate principal amount. At the option of the Holder, . (c) A Noteholder may exchange Notes may be exchanged for other Notes of the same Class Class, in any authorized denominations, of a like in the same aggregate principal amount, upon surrender of by surrendering the Notes to be exchanged at such the office or agencyagency of the Issuer maintained under Section 3.2. Whenever any Notes are so surrendered for exchange, if If the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity shall Issuer will execute, and the Indenture Trustee shall will authenticate and the Noteholder shall will obtain from the Indenture Trustee, Trustee the Notes which that the Noteholder making the such exchange is entitled to receive. . (d) All Notes issued upon any registration of transfer or exchange of Notes shall will be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. . (e) Every Note presented or surrendered for registration of transfer or exchange shall will be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar or the Indenture Trustee duly executed by, the Holder thereof Noteholder of such Note or such HolderNoteholder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, Registrar which requirements include membership or participation in the Securities Transfer Agent’s Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMPthe Securities Transfer Agents Medallion Program, all in accordance with the Exchange Act. No Act and (ii) accompanied by such other documents as the Indenture Trustee may require. (f) None of the Issuer, the Note Registrar or the Indenture Trustee will impose a service charge shall be made to on a Holder Noteholder for any registration of transfer or exchange of Notes. The Issuer, but the Issuing Entity, Note Registrar or the Indenture Trustee or the Note Registrar may require payment of a sum such Noteholder to pay an amount sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange of the Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, . (g) Neither the Issuing Entity shall not Issuer nor the Note Registrar will 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 Notes whose next Payment Date is not more than 15 days preceding after the due requested date for of such transfer or exchange. (h) The Class A-1 Notes (the “Rule 144A Notes”) have not been registered under the Securities Act or any payment with respect to State securities law. None of the Note. The Issuer, the Note Registrar or the Indenture Trustee (in is obligated to register the Rule 144A Notes under the Securities Act or any capacity) shall have no obligation State securities or duty “blue sky” laws or to monitor, determine or inquire as to compliance with take any restrictions on transfer imposed other action not otherwise required under this Indenture or under applicable law with respect the Trust Agreement to any permit the transfer of any interest in any Rule 144A Note other than without registration. The Issuer, at the direction of the Depositor or the Administrator, may elect to require delivery of such certificates and other documentation register, or evidence as are expressly required by, and to do so if and when expressly required by cause the terms registration of, this Indenturethe Rule 144A Notes under the Securities Act and any applicable State securities law, and in which case the Issuer will deliver, or cause to examine the same be delivered, to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee and the Registrar such Opinions of Counsel, Officer’s Certificates and other information as determined by the Depositor as necessary to effect such registration. (i) Until such time as the Rule 144A Notes have been registered under the Securities Act and any applicable State securities law pursuant to Section 2.4(h), no Rule 144A Note may be sold, transferred, assigned, participated, pledged or otherwise disposed of (any such act, a “ Rule 144A Note Transfer”) to any Person except in accordance with the provisions of this Section 2.4, and any capacitypurported Rule 144A Note Transfer in violation of this Section 2.4 will be null and void (a “Void Rule 144A Note Transfer”). (j) nor any agent of Each Rule 144A Note will bear the legend contained in Exhibit A unless determined otherwise by the Administrator (as certified to the Indenture Trustee shall in an Officer’s Certificate) consistent with applicable law. As a condition to the registration of any Rule 144A Note Transfer, the prospective transferee of such Rule 144A Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the Issuer the following: (i) It understands that the Rule 144A Notes have not been and will not be registered under the Securities Act or any responsibility State or other applicable securities or “blue sky” law. (ii) It understands that Rule 144A Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only to a person that the holder reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act (a “QIB”). (iii) It (A) is a QIB, (B) is aware that the sale to it is being made in reliance on Rule 144A under the Securities Act and if it is acquiring such Rule 144A Notes or any interest or participation in the Rule 144A Notes for the account of another QIB, such other QIB is aware that the sale is being made in reliance on Rule 144A under the Securities Act and (C) is acquiring such Rule 144A Notes or any actions taken interest or participation in the Rule 144A Notes for its own account or for the account of another QIB. (iv) It is purchasing the Rule 144A Notes for its own account or for one or more investor accounts for which it is acting as fiduciary or agent, in each case for investment, and not taken with a view to offer, transfer, assign, participate, pledge or otherwise dispose of such Rule 144A Notes in connection with any distribution of such Rule 144A Notes that would violate the Securities Act. (k) By acceptance of any Rule 144A Note, the Rule 144A Noteholder specifically agrees with and represents to the Depositor, the Issuer and the Note Registrar, that no Rule 144A Note Transfer will be made unless (i) the registration requirements of the Securities Act and any applicable State securities laws have been complied with in respect of such Rule 144A Note in accordance with Section 2.4(h), (ii) such Rule 144A Note Transfer is to the Depositor or its Affiliates or (iii) such Rule 144A Note Transfer is exempt from the registration requirements under the Securities Act because such Rule 144A Note Transfer is in compliance with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that such Rule 144A Note Transfer is being made in reliance upon Rule 144A under the Securities Act. (l) The Administrator will make available to the prospective transferor and transferee of a Rule 144A Note information requested to satisfy the requirements of paragraph (d)(4) of Rule 144A (the “Rule 144A Information”). The Rule 144A Information will include any or all of the following items requested by DTCthe prospective transferee: (i) the offering memorandum relating to the Rule 144A Notes and any amendments or supplements to such offering memorandum; (ii) the Monthly Investor Report for each Payment Date preceding such request; and (iii) such other information as is reasonably available to the Administrator in order to comply with requests for information pursuant to Rule 144A. (m) Each Note Owner that is subject to Title I of ERISA, Section 4975 of the Code or any Similar Law, by accepting a beneficial interest in a Note, is deemed to represent that its purchase, holding and disposition of such beneficial interest does not constitute and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Note Owner is subject to any Similar Law, such purchase, holding and disposition does not constitute and will not result in a violation of such Similar Law).

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep a register (the “"Note Register”") to be kept in which the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein providedNotes. Upon any resignation of any Note Registrar, the Issuing Entity Issuer shall promptly appoint a successor or, if it elects not to make such an appointmentto, it shall assume the duties of Note Registrar. If the Issuer appoints a Person person other than the Indenture Trustee is appointed by the Issuing Entity as to be Note Registrar, the Issuing Entity Issuer will give the Indenture Trustee prompt written notice of the appointment of such the 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 may inspect the Note Register at all reasonable times and to obtain copies thereof, and the of it. The Indenture Trustee shall have the right to may rely upon on a certificate executed on behalf of the Note Registrar by an Executive Officer thereof one of its Authorized Officers as to the names and addresses of the Holders of the Notes Noteholders and the principal amounts and number of such the Notes. . (b) Upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in pursuant to Section 3.02, if the requirements of this Indenture and Section 8-401 401(a) of the UCC are met met, the Issuing Entity 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. . (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 the office or agencyagency of the Issuer maintained pursuant to Section 3.02. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 401(a) of the UCC are met the Issuing Entity 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. . (d) All Notes issued upon on any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such for registration of transfer or exchange. . (e) 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 its Holder thereof or such Holder’s any attorney for its Holder duly authorized in writing, with such . The endorsement signature shall be guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such any other “"signature guarantee program” as may be determined " chosen by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. . (f) No Holder shall incur a service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with on any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 2.04 or 9.06 9.04 not involving any transfer. . (g) The preceding provisions of this Section notwithstanding, the Issuing Entity shall not be required to make and the Note Registrar need not register and the Issuer need not make transfers or exchanges of Principal Amount Notes selected for redemption or transfers or exchanges of any Note for a period of during the 15 days preceding the due date for any payment with respect to the Note. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCit.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. Notwithstanding anything herein to the contrary, no assignment or transfer of any Note shall be effective unless such assignment or transfer shall have been recorded in the Note Register. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met met, the Issuing Entity Owner Trustee shall execute, on behalf of the Issuer, and the Indenture Trustee shall authenticate and the related 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 and of a like aggregate principal amount. . (c) 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 requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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. . (d) The preceding provisions of this Section notwithstanding, the Issuing Entity 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. (e) By acquiring a Note (or interest therein) each purchaser and transferee (and if the purchaser or transferee is a Benefit Plan, its fiduciary) 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 is not acting on behalf of, or using the assets of, a Benefit Plan or (ii) its acquisition and continued holding of the Note (or interest therein) will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or result in a non-exempt violation of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. Similar Law. (f) The Indenture Trustee (in any capacity) 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 not be responsible for ascertaining whether any transfer complies with, or for otherwise monitoring or determining compliance with, the requirements or terms of any interest in any Note other than to require delivery of such certificates and other documentation the Securities Act, applicable State securities laws, ERISA, as applicable, or evidence as are expressly required by, and to do so the Code; except that if and when expressly a certificate is specifically required by the terms ofof this Section to be provided to the Indenture Trustee by a prospective transferor or transferee, this Indenture, the Indenture Trustee shall be under a duty to receive and to examine the same to determine substantial compliance as whether it conforms substantially on its face to form the applicable requirements of this Section. (g) Any purported transfer of a Note not in accordance with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee this Section shall have any responsibility be null and void and shall not be given effect for any actions taken or not taken by DTCpurpose whatsoever.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 provided that the requirements of Section 8-401 of the UCC are met (as determined by the Issuing Entity Issuer), 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, Issuer or the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, (i) the Issuing Entity will Issuer shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, location and any change in the location, of the Note Register, and (ii) the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, thereof and (iii) 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 Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 of the Relevant UCC are met met, the Issuing Entity 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 denominationsdenomination, of a like aggregate principal amount. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 of the Relevant UCC are met. (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, if the requirements of Section 8-401 of the Relevant UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate authenticate, and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the such exchange is entitled to receive. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 of the Relevant UCC are met. (e) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, 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 '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 the Securities Transfer Agent’s Medallion Program . (“STAMP”g) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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. . (h) The preceding provisions of this Section 2.5 notwithstanding, the Issuing Entity 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 such Note. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity 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 the office or agencyagency of the Issuer maintained as provided in Section 3.02. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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. Each Noteholder or holder of an interest in a Note, by acceptance of such Note or such interest therein, agrees to provide to the Indenture Trustee, any Note Paying Agent or the Issuer, upon its request, the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the FATCA Information. In addition, each Noteholder or holder of an interest in a Note, by acceptance of such Note or such interest therein, agrees that the Indenture Trustee has the right to withhold any amounts of interest (properly withholdable under law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of the preceding sentence. The preceding provisions of this Section notwithstanding, the Issuing Entity 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. The No Note, or any interest therein, may be transferred to an “employee benefit plan” within the meaning of Section 3(3) of 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, unless such transferee represents, warrants and covenants that its purchase and holding of such note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code because it will satisfy the requirements of an applicable prohibited transaction exemption and will not cause a non-exempt violation of any applicable law that is substantially similar to ERISA or Section 4975 of the Code. 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. With respect to any Retained Notes that are sold or otherwise transferred after the Closing Date (in any capacitya “Later-Sold Note”), such sale or transfer shall not be effective unless (A) shall have no obligation or duty to monitorthe Issuer, determine or inquire as to compliance with any restrictions on transfer imposed under this the Owner Trustee and the Indenture or under applicable law Trustee receive a Debt Opinion with respect to any such sale or transfer of any interest in any such Later-Sold Note other than to require delivery (which such opinion shall include the Class, principal amount and CUSIP number of such certificates Later-Sold Note) and (B) either (i) such Later-Sold Note has a CUSIP number that is different than that of any other documentation outstanding Note immediately prior to such sale or evidence as are expressly required bycan otherwise be separately tracked for reporting of original issue discount or (ii) for U.S. federal income tax purposes, and to do so if and when expressly required by the terms of, this Indenture, and to examine such Later-Sold Note has the same issue price and issue date as any outstanding Notes that have the same CUSIP number as such Later-Sold Note. The provisions of this Section are exclusive and shall preclude (to determine substantial compliance as the extent lawful) all other rights and remedies with respect to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent transfer of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCNotes.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Indenture Trustee initially shall cause a note be the registrar (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. The Note Registrar shall cause to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Note Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, (i) the Issuing Entity will Issuer shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and or any change in the location, of the Note Register, and (ii) the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, thereof and (iii) 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 Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and deliver to the Noteholder shall obtain from the Indenture Trusteemaking such surrender, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominationsdenomination, of a like aggregate principal amount. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met. (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, if the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and deliver to the Noteholder shall obtain from the Indenture Trusteemaking such exchange, the Notes which the such Noteholder making the exchange is entitled to receive. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met. (e) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, 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 . (f) All Notes 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 HolderXxxxxx’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 the Securities Transfer Agent’s Medallion Program . (“STAMP”g) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 2.3 or 9.06 Section 9.6 not involving any transfer. . (h) The preceding provisions of this Section notwithstanding, the Issuing Entity 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 Notes with respect to which the due date for any payment will occur within fifteen (15) days. (i) By acquiring a Note (or an interest therein), each purchaser and transferee (and its fiduciary, if applicable) will be deemed to have represented and warranted that either (a) it is not acquiring such Note (or an interest therein) with respect the plan assets of (1) a Benefit Plan Investor or (2) an employee benefit plan or arrangement not subject to Title I of ERISA or Section 4975 of the Note. The Indenture Trustee Code; or (in b) the acquisition, holding and disposition of such Note (or an 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 any capacitySimilar Law. (j) 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 Any purported transfer of any interest a Note not in any Note other than to require delivery of such certificates accordance with this Section 2.5 shall be null and other documentation or evidence as are expressly required by, void and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility not be given effect for any actions taken or not taken by DTCpurpose whatsoever.

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity as the Note Registrar, the 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 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 Issuing Entity to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(a) of the UCC are met 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, 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 8-401 401(a) of the UCC are met met, the Issuing Entity 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. By its acquisition of a Note or any interest therein, each purchaser or transferee shall be deemed to represent and warrant that either (a) it is not an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), an entity deemed to hold “plan assets” of any of the foregoing or a “governmental plan” as defined in Section 3(32) of ERISA that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the acquisition and holding of the Note or any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing Entity, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Entity 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 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity 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 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of 8-401(1) 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 Issuing EntityIssuer, 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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. The Indenture Trustee provisions of this Section are exclusive and shall preclude (in any capacityto the extent lawful) 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 all other rights and remedies with respect to any the 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 terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCNotes.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, (i) the Issuing Entity will Issuer shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, location and any change in the location, of the Note Register, and (ii) the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, thereof and (iii) 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 Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 of the Relevant UCC are met met, the Issuing Entity 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 denominationsdenomination, of a like aggregate principal amount. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 of the Relevant UCC are met. (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, if the requirements of Section 8-401 of the Relevant UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate authenticate, and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the such exchange is entitled to receive. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 of the Relevant UCC are met. (e) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, 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 '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 the Securities Transfer Agent’s Medallion Program . (“STAMP”g) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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. . (h) The preceding provisions of this Section 2.5 notwithstanding, the Issuing Entity 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 such Note. (i) Each Person to whom a Note is transferred will be required to represent, in the case of a Definitive Note. The Indenture Trustee , or deemed to represent, in the case of a Book-Entry Note, that (x) such Person is not an employee benefit plan, as described in any capacitysection 3(3) shall have no obligation of ERISA, or duty a plan, as defined in section 4975(E)(1) of the Code, that is subject to monitorTitle I of ERISA or to section 4975 of the Code, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect a government plan subject to any transfer state or local law similar to Title I of any interest in any Note other than to require delivery ERISA or section 4975 of the Code, or a Person investing on behalf of or with "plan assets" of such certificates a plan, or (y) the Person's acquisition, holding and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent disposition of the Indenture Trustee shall have any responsibility Note are and will be eligible for any actions taken or not taken by DTCrelief under a prohibited transaction exemption.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, (i) the Issuing Entity will Issuer 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 (ii) the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and (iii) 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. . (b) Upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(a) of the UCC are met met, an Authorized Officer of the Issuing Entity 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 denominationsdenomination, of a like aggregate principal amount. . (c) 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, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate authenticate, and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the such exchange is entitled to receive. . (d) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. . (e) 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 Noteholder thereof or such Holder’s Noteholder'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 the Securities Transfer Agent’s Medallion Program Registrar and (“STAMP”ii) or accompanied by such other “signature guarantee program” documents or evidence as the Indenture Trustee may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. require. (f) No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 2.3 or 9.06 9.6 not involving any transfer. . (g) The preceding provisions of this Section 2.5 notwithstanding, the Issuing Entity 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 Payment Date for any payment with respect to the such Note. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity 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 the office or agencyagency of the Issuer maintained as provided in Section 3.02. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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. The No Note, or any interest therein, may be transferred to an “employee benefit plan” within the meaning of Section 3(3) of 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, unless such transferee represents, warrants and covenants that its purchase and holding of such note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code because it will satisfy the requirements of an applicable prohibited transaction exemption and will not cause a non-exempt violation of any applicable law that is substantially similar to ERISA or Section 4975 of the Code. 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 relay conclusively on the same for purposes hereof. The provisions of this Section are exclusive and shall preclude (in any capacityto the extent lawful) 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 all other rights and remedies with respect to any the 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 terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCNotes.

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity as the Note Registrar, the 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 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 Issuing Entity to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(a) of the UCC are met 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, 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 8-401 401(a) of the UCC are met met, the Issuing Entity 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. By its acquisition of a Note or any interest therein, each purchaser or transferee shall be deemed to represent and warrant that either (a) it is not an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), an entity deemed to hold “plan assets” of any of the foregoing (collectively, a “Benefit Plan”) or a “governmental plan” as defined in Section 3(32) of ERISA that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the acquisition and holding of the Note or any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing Entity, 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 HolderXxxxxx’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 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Entity 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 Sections 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions If for tax or other reasons it may be necessary to track Notes (e.g., if the Notes have original issue discount or have been held by a member of this Section notwithstanding, the Issuing Entity shall not Entity’s “expanded group”, within the meaning of Treasury Regulations promulgated under Section 385 of the Code), tracking conditions (e.g., requiring that Notes be in definitive registered form) may be required by the Administrator as a condition to make and the transfer; provided however; that neither 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility duty or obligation to monitor or enforce compliance with such tracking conditions. No sale or transfer of a Retained Note may be made unless (A) counsel satisfactory to the Indenture Trustee and the Depositor has rendered an opinion, with respect to the sale or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold or transferred will be characterized as indebtedness for any actions taken federal income tax purposes or (B) counsel satisfactory to the Indenture Trustee and the Depositor has rendered an opinion that such sale or transfer shall not taken by DTCcause the Issuing Entity to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Indenture Trustee initially shall cause a note be the registrar (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. The Note Registrar shall cause to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Note Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, (i) the Issuing Entity will Issuer shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and or any change in the location, of the Note Register, and (ii) the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, thereof and (iii) 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 Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and deliver to the Noteholder shall obtain from the Indenture Trusteemaking such surrender, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominationsdenomination, of a like aggregate principal amount. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met. (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, if the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and deliver to the Noteholder shall obtain from the Indenture Trusteemaking such exchange, the Notes which the such Noteholder making the exchange is entitled to receive. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met. (e) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, 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 . (f) All Notes 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 HolderXxxxxx’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 the Securities Transfer Agent’s Medallion Program . (“STAMP”g) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 2.3 or 9.06 Section 9.6 not involving any transfer. . (h) The preceding provisions of this Section notwithstanding, the Issuing Entity 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 Notes with respect to which the due date for any payment will occur within fifteen (15) days. (i) Each Person who initially acquires a Note (or an interest therein) or to whom a Note (or an interest therein) is transferred will be deemed to have represented and warranted, by its acceptance of such Note (or an interest therein), that either (a) it is not acquiring such Note (or an interest therein) with respect the assets of either (1) a Benefit Plan Investor or (2) an employee benefit plan or arrangement not subject to Title I of ERISA or Section 4975 of the Note. The Indenture Trustee Code; or (b) the acquisition and holding of such Note (or an 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 violation of any capacitySimilar Law. (j) 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 Any purported transfer of any interest a Note not in any Note other than to require delivery of such certificates accordance with this Section 2.5 shall be null and other documentation or evidence as are expressly required by, void and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility not be given effect for any actions taken or not taken by DTCpurpose whatsoever.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Note Registrar shall cause maintain a note registrar (the “Note Registrar”) Register in which, subject to keep a register (the “Note Register”) in which such reasonable regulations as it may prescribe, the 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 is hereby initially shall be the 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 Issuing Entity Issuer shall promptly appoint a another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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) No transfer of any Class A-1 Note shall be made unless such resale or transfer is made (i) pursuant to an effective Registration Statement under the Securities Act, (ii) in a transaction (other than a transaction in clause (iv) below) exempt from the registration requirements of the Securities Act and applicable state and foreign securities laws, (iii) to any Affiliate of TMCC or (iv) to a Person who the transferor of such Class A-1 Note reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act and that is aware that the resale or other transfer is being made in reliance on Rule 144A or to an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (an "Institutional Accredited Investor"). In the event that a transfer is to be made as described in clause (ii) of the preceding sentence, the prospective transferee shall deliver or cause to be delivered an Opinion of Counsel in the form and substance satisfactory to the Issuer to the effect that such transfer may be made without registration under the Securities Act or any applicable state or foreign securities laws. In the event that a transfer is to be made to an institutional accredited investor as described in clause (iv), the Indenture Trustee shall require that the transferee execute a representation letter acceptable to and in form and substance satisfactory to the Issuer certifying to the Indenture Trustee the facts surrounding such transfer, which representation shall not be an expense of the Indenture Trustee or the Servicer. In the case of a transfer under either clause (ii) or clause (iv), the Holder of a Class A-1 Note desiring to effect such transfer, shall and does hereby agree to, indemnify the Indenture Trustee, the Issuer and the Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with the Securities Act and such state and foreign securities laws. Neither the Servicer, the Issuer nor the Indenture Trustee is under any obligation to register any Class A-1 Notes under the Securities Act or any applicable state or foreign securities laws. Prospective purchasers of the Class A-1 Notes are hereby notified that the seller of any Class A-1 Notes may be relying on the exemption from the registration requirements of Section 5 of the Act provided by Rule 144A under the Act. The Class A-1 Notes, this Indenture and related documents may be amended or supplemented from time to time without the consent of any Noteholder to modify restrictions on and procedures for resale and other transfer of such Class A-1 Notes to reflect any change in applicable law or regulation (or the interpretation thereof) or practices relating to the resale or transfer of restricted securities generally. (c) Upon the proper surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met the Issuing Entity 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 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 Issuing Entity 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 Issuing 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 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program . (“STAMP”e) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 transfer or exchange of Notes. (f) 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 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC2.08.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, (i) the Issuing Entity will Issuer shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, location and any change in the location, of the Note Register, and (ii) the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, thereof and (iii) 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 Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 of the Relevant UCC are met met, the Issuing Entity 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 denominationsdenomination, of a like aggregate principal amount. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 of the Relevant UCC are met. (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, if the requirements of Section 8-401 of the Relevant UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate authenticate, and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the such exchange is entitled to receive. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 of the Relevant UCC are met. (e) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, 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 '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 the Securities Transfer Agent’s Medallion Program . (“STAMP”g) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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. . (h) The preceding provisions of this Section 2.5 notwithstanding, the Issuing Entity 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 such Note. (i) Each Person to whom a Note is transferred will be required to represent, in the case of a Definitive Note. The Indenture Trustee , or deemed to represent, in the case of a Book-Entry Note, that (x) such Person is not an employee benefit plan, as described in any capacitysection 3(3) shall have no obligation of ERISA, or duty a plan, as defined in section 4975(E)(1) of the Code, that is subject to monitorTitle I of ERISA or to section 4975 of the Code, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect a government plan subject to any transfer state or local law similar to Title I of any interest in any Note other than to require delivery ERISA or section 4975 of the Code, or a Person investing on behalf of or with "plan assets" of such certificates a plan, or (y) the Person's acquisition, holding and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent disposition of the Indenture Trustee shall have any responsibility Note are and will be eligible for any actions taken or not taken by DTCrelief under a prohibited transaction exemption.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Issuer hereby appoints the Indenture Trustee initially shall be as the initial “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity Issuer shall promptly appoint a successor or, if it elects not is unable to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuing Entity Issuer as the Note Registrar, the Issuing Entity 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 Noteholders and the principal amounts and number of such Notes. Upon Each purchaser and transferee, by its acceptance of a Note (or interest therein), shall be deemed to represent and warrant that either (i) the transferee is not acquiring and will not hold any Note with the assets of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (c) an entity that is deemed to hold “plan assets” of any such employee benefit plan or plan (each of the foregoing, a “Benefit Plan”) or (d) any governmental plan, non-U.S. plan or church plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”), or (ii) (x) such Note is rated at least “BBB-” or its equivalent by a nationally recognized statistical rating organization at the time of purchase or transfer and (y) the transferee’s acquisition and continued holding of the Note 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 Similar Law. The Notes are not eligible for purchase by Benefit Plans at any time the Notes do not have a current investment grade rating from a nationally recognized statistical rating agency. Any purchase or transfer of a Note (or any interest therein) in violation of the foregoing shall be void ab initio. (b) Any Notes retained by the Issuer, or a Person related to the Issuer, for which the Issuer has not received an Opinion of Counsel that such Notes shall be indebtedness for U.S. federal income tax purposes, may not be transferred to another Person, unless an Opinion of Counsel is delivered at such time that such Notes will be indebtedness for U.S. federal income tax purposes. (c) Subject to Section 2.4(a), upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(a)(1) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall shall, upon receipt of an Issuer Order directing the authorization and delivery of such Notes, 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 HolderNoteholder, 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 8-401 401(a)(1) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall shall, upon receipt of an Issuer Order directing the authentication and delivery of such Notes, authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. The Indenture Trustee shall make a notation on any such new Note of the amount of principal, if any, that has been paid on such Note. (d) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, 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. . (e) 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 satisfactory to the Issuer and the Indenture Trustee duly executed by, the Holder Noteholder thereof or such HolderNoteholder’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 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 in substitution for, STAMP, all in accordance with the Securities Exchange Act. . (f) No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, Issuer or the Indenture Trustee or the Note Registrar may will 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 not involving any transfer. The preceding provisions of this Section notwithstanding, the 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC9.5.

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity as the Note Registrar, the 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 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 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 Issuing Entity to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(a) of the UCC are met 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, 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 8-401 401(a) of the UCC are met met, the Issuing Entity 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. By its acquisition of a Note or any interest therein, each purchaser or transferee shall be deemed to represent and warrant that either (a) it is not an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), an entity deemed to hold “plan assets” of any of the foregoing (collectively, a “Benefit Plan”) or a “governmental plan” as defined in Section 3(32) of ERISA that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the acquisition and holding of the Note or any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing Entity, 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 Class A 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 HolderHxxxxx’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 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Entity 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 Sections 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions If for tax or other reasons it may be necessary to track Notes (e.g., if the Notes have original issue discount or have been held by a member of this Section notwithstanding, the Issuing Entity shall not Entity’s “expanded group”, within the meaning of Treasury Regulations promulgated under Section 385 of the Code), tracking conditions (e.g., requiring that Notes be in definitive registered form) may be required by the Administrator as a condition to make and the transfer; provided however; that neither 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility duty or obligation to monitor or enforce compliance with such tracking conditions. No sale or transfer of a Retained Note may be made unless (A) the Indenture Trustee and the Depositor have received an Opinion of Counsel, with respect to the sale or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold or transferred will be characterized as indebtedness for any actions taken federal income tax purposes or (B) the Indenture Trustee and the Depositor have received an Opinion of Counsel that such sale or transfer shall not taken by DTCcause the Issuing Entity to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, (i) the Issuing Entity will Issuer shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, location and any change in the location, of the Note Register, and (ii) the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, thereof and (iii) 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 Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 of the Relevant UCC are met met, the Issuing Entity 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 denominationsdenomination, of a like aggregate principal amount. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 of the Relevant UCC are met. (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, if the requirements of Section 8-401 of the Relevant UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate authenticate, and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the such exchange is entitled to receive. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 of the Relevant UCC are met. (e) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, 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 '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 the Securities Transfer Agent’s Medallion Program . (“STAMP”g) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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. . (h) The preceding provisions of this Section 2.5 notwithstanding, the Issuing Entity 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 such Note. (i) Each Person to whom a Note is transferred will be required to represent, in the case of a Definitive Note. The Indenture Trustee , or deemed to represent, in the case of a Book-Entry Note, that (x) such Person is not an employee benefit plan, as described in any capacitySection 3(3) shall have no obligation of ERISA, or duty a plan, as defined in Section 4975(E)(1) of the Code, that is subject to monitorTitle I of ERISA or to Section 4975 of the Code, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect a government plan subject to any transfer state or local law similar to Title I of any interest in any Note other than to require delivery ERISA or Section 4975 of the Code, or a Person investing on behalf of or with "plan assets" of such certificates a plan, or (y) the Person's acquisition, holding and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent disposition of the Indenture Trustee shall have any responsibility Note are and will be eligible for any actions taken or not taken by DTCrelief under a prohibited transaction exemption.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Indenture Trustee initially shall cause a note be the registrar (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. The Note Registrar shall cause to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Note Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, (i) the Issuing Entity will Issuer shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and or any change in the location, of the Note Register, and (ii) the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, thereof and (iii) 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 Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and deliver to the Noteholder shall obtain from the Indenture Trusteemaking such surrender, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominationsdenomination, of a like aggregate principal amount. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met. (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, if the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and deliver to the Noteholder shall obtain from the Indenture Trusteemaking such exchange, the Notes which the such Noteholder making the exchange is entitled to receive. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met. (e) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, 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 . (f) All Notes 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 HolderXxxxxx’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 the Securities Transfer Agent’s Medallion Program . (“STAMP”g) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 2.3 or 9.06 Section 9.6 not involving any transfer. . (h) The preceding provisions of this Section notwithstanding, the Issuing Entity 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 Notes with respect to which the due date for any payment will occur within fifteen (15) days. (i) Each Person who initially acquires a Note (or an interest therein) or to whom a Note (or an interest therein) is transferred will be deemed to have represented and warranted, by its acceptance of such Note (or an interest therein), that either (a) it is not acquiring such Note (or an interest therein) with respect the assets of either (1) a Benefit Plan Investor or (2) an employee benefit plan or arrangement not subject to Title I of ERISA or Section 4975 of the Note. The Indenture Trustee Code; or (b) the acquisition and holding of such Note (or an 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 violation of any capacitysubstantially similar applicable law. (j) 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 Any purported transfer of any interest a Note not in any Note other than to require delivery of such certificates accordance with this Section 2.5 shall be null and other documentation or evidence as are expressly required by, void and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility not be given effect for any actions taken or not taken by DTCpurpose whatsoever.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be is hereby appointed the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity will Issuer shall give the Indenture Trustee prompt written notice of the such appointment of such Note Registrar and of the location, and any change in the such 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 NotesNotes until a replacement certificate is provided to it by the Note Registrar. Upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met met, the Issuing Entity Owner Trustee shall execute, on behalf of the Issuer, and the Indenture Trustee shall authenticate and the related Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transfereestransferee, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. 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 requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 9.05 not involving any transfer. 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 or church plan subject to applicable law that is substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code, unless such transferee represents, warrants and covenants that its purchase and holding of such note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code because it will satisfy the requirements of an applicable prohibited transaction exemption (or in the case of a governmental or church plan, will not cause a non-exempt violation of any applicable law that is substantially similar to ERISA or Section 4975 of the Code). 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 relay conclusively on the same for purposes hereof. The preceding provisions of this Section notwithstanding, the Issuing Entity Issuer shall not be required to make make, and the Note Registrar need not register register, transfers or exchanges of Notes any Note (i) selected for redemption or of any Note (ii) for a period of 15 days preceding the due date for any payment with respect to the such Note. The Indenture Trustee (in All transfers or assignments of any capacity) shall have no obligation Note 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 shall be recorded in the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCNote Register.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, (i) the Issuing Entity will Issuer 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 (ii) the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and (iii) 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. . (b) Upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(a) of the UCC are met met, an Authorized Officer of the Issuing Entity 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 denominationsdenomination, of a like aggregate principal amount. . (c) 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, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate authenticate, and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the such exchange is entitled to receive. . (d) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. . (e) 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 Noteholder thereof or such Holder’s Noteholder'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 the Securities Transfer Agent’s Medallion Program Registrar and (“STAMP”ii) or accompanied by such other “signature guarantee program” documents or evidence as the Indenture Trustee may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. require. (f) No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 2.3 or 9.06 9.6 not involving any transfer. . (g) The preceding provisions of this Section 2.5 notwithstanding, the Issuing Entity 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 Payment Date for any payment with respect to such Note. (h) Each Noteholder, by its acceptance of a Note (and each Note Owner, by its acceptance of a beneficial interest in a Note) will be deemed to have represented that (x) it is not, and is not acquiring the Note. The Indenture Trustee Note on behalf of, or with "plan assets" (in as determined under Department of Labor Regulation ss.2510.3-101 or otherwise) of, a Plan, or any capacityemployee benefit plan subject to Similar Law, or (y) shall have no obligation its acquisition and holding of the Note do not give rise to a transaction prohibited under Section 406 of ERISA or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture Section 4975 of the Code or under any 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 bySimilar Law for which an exemption, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent all of the Indenture Trustee shall have any responsibility for any actions taken or conditions of which are satisfied, is not taken by DTCavailable.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity shall cause a note registrar (Issuer appoints the Indenture Trustee to be the “Note Registrar”) ” and to keep a register (the “Note Register”) in which the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Note Registrar for the purpose of registering Notes and transfers of Notes as herein providedprovided in this Indenture. Upon any resignation of any the Note Registrar, the Issuing Entity shall Issuer will promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If the Issuer appoints a Person other than the Indenture Trustee is appointed by the Issuing Entity as Note Registrar, (i) the Issuing Entity Issuer will give notify the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the locationappointment, and any change in the location, of the Note Register, and (ii) the Indenture Trustee shall will have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, of the Note Register and (iii) the Indenture Trustee shall will have the right to rely upon a certificate executed on behalf by an officer 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. . (b) Upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity to be Issuer maintained as provided in under Section 3.023.2, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity shall Issuer will execute, and the Indenture Trustee shall will authenticate and the Noteholder shall will obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class Class, in any authorized denominationsdenomination, of a like in the same aggregate principal amount. At the option of the Holder, . (c) A Noteholder may exchange Notes may be exchanged for other Notes of the same Class Class, in any authorized denominations, of a like in the same aggregate principal amount, upon surrender of by surrendering the Notes to be exchanged at such the office or agencyagency of the Issuer maintained under Section 3.2. Whenever any Notes are so surrendered for exchange, if If the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity shall Issuer will execute, and the Indenture Trustee shall will authenticate and the Noteholder shall will obtain from the Indenture Trustee, Trustee the Notes which that the Noteholder making the exchange is entitled to receive. . (d) All Notes issued upon any registration of transfer or exchange of Notes shall will be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such the registration of transfer or exchange. . (e) Every Note presented or surrendered for registration of transfer or exchange shall will be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar or the Indenture Trustee duly executed by, the Holder thereof Noteholder of the Note or such Holderthe Noteholder’s attorney duly authorized in writing, with such the signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, Registrar which requirements include membership or participation in the Securities Transfer Agent’s Agents Medallion Program (“STAMP”) or such other another “signature guarantee program” as may be determined selected by the Note Registrar in addition to, or in substitution for, STAMPthe Securities Transfer Agents Medallion Program, all in accordance with the Exchange Act. No Act and (ii) accompanied by any other documents as the Indenture Trustee may require. (f) None of the Issuer, the Note Registrar or the Indenture Trustee will impose a service charge shall be made to on a Holder Noteholder for any registration of transfer or exchange of Notes. The Issuer, but the Issuing Entity, Note Registrar or the Indenture Trustee or the Note Registrar may require payment of a sum Noteholder to pay an amount sufficient to cover any tax or other governmental charge that may be imposed in connection with any on the registration of transfer or exchange of the Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, . (g) Neither the Issuing Entity shall not Issuer nor the Note Registrar will 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 Notes whose next Payment Date is not more than 15 days preceding after the due requested date for of the transfer or exchange. (h) The Class A-1 Notes and the Class D Notes (the “Rule 144A Notes”) have not been registered under the Securities Act or any payment with respect to State securities law. None of the Note. The Issuer, the Note Registrar or the Indenture Trustee (in is obligated to register the Rule 144A Notes under the Securities Act or any capacity) shall have no obligation State securities or duty “blue sky” laws or to monitor, determine or inquire as to compliance with take any restrictions on transfer imposed other action not otherwise required under this Indenture or under applicable law with respect the Trust Agreement to any permit the transfer of any interest in any Rule 144A Note other than without registration. The Issuer, at the direction of the Depositor or the Administrator, may elect to require delivery of such certificates and other documentation register, or evidence as are expressly required by, and to do so if and when expressly required by cause the terms registration of, this Indenturethe Rule 144A Notes under the Securities Act and any applicable State securities law, and in which case the Issuer will deliver, or cause to examine the same be delivered, to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee and the Registrar any Opinions of Counsel, Officer’s Certificates and other information as determined by the Depositor as necessary to effect the registration. (i) Until the Rule 144A Notes have been registered under the Securities Act and any applicable State securities law under Section 2.4(h), no Rule 144A Note may be sold, transferred, assigned, participated, pledged or otherwise disposed of (each, a “ Rule 144A Note Transfer”) to any Person except in accordance with this Section 2.4, and any capacitypurported Rule 144A Note Transfer in violation of this Section 2.4 will be null and void (a “Void Rule 144A Note Transfer”). (j) nor any agent of Each Rule 144A Note will bear the legend in Exhibit A or Exhibit B, as applicable, unless determined otherwise by the Administrator (as certified to the Indenture Trustee shall in an Officer’s Certificate) consistent with applicable law. As a condition to the registration of any Rule 144A Note Transfer, the prospective transferee of the Rule 144A Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the Issuer that: (i) It understands that the Rule 144A Notes have not been and will not be registered under the Securities Act or any responsibility State or other applicable securities or “blue sky” law. (ii) It understands that Rule 144A Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only to a person that the holder reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act (a “QIB”). (iii) It (A) is a QIB, (B) is aware that the sale to it is being made in reliance on Rule 144A under the Securities Act and if it is acquiring the Rule 144A Notes or any interest or participation in the Rule 144A Notes for the account of another QIB, the other QIB is aware that the sale is being made in reliance on Rule 144A under the Securities Act and (C) is acquiring the Rule 144A Notes or any actions taken interest or participation in the Rule 144A Notes for its own account or for the account of another QIB. (iv) It is purchasing the Rule 144A Notes for its own account or for one or more investor accounts for which it is acting as fiduciary or agent, in each case for investment, and not taken with a view to offer, transfer, assign, participate, pledge or otherwise dispose of the Rule 144A Notes in connection with any distribution of the Rule 144A Notes that would violate the Securities Act. (k) By acceptance of any Rule 144A Note, the Rule 144A Noteholder specifically agrees, and represents to the Depositor, the Issuer and the Note Registrar, that no Rule 144A Note Transfer will be made unless (i) the registration requirements of the Securities Act and any applicable State securities laws have been complied with for the Rule 144A Note in accordance with Section 2.4(h), (ii) the Rule 144A Note Transfer is to the Depositor or its Affiliates or (iii) the Rule 144A Note Transfer is exempt from the registration requirements under the Securities Act because the Rule 144A Note Transfer complies with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that the Rule 144A Note Transfer is being made in reliance upon Rule 144A. (l) The Administrator will make available to the prospective transferor and transferee of a Rule 144A Note information requested to satisfy the requirements of paragraph (d)(4) of Rule 144A (the “Rule 144A Information”). The Rule 144A Information will include any or all of the following items requested by DTCthe prospective transferee: (i) the offering memorandum relating to the Rule 144A Notes and any amendments or supplements to the offering memorandum; (ii) the Monthly Investor Report for each Payment Date prior to the request; (iii) copies of the Transaction Documents, including any amendments; and (iv) any other information as is reasonably available to the Administrator in order to comply with requests for information under Rule 144A. (m) Each Note Owner that is subject to Title I of ERISA, Section 4975 of the Code or any Similar Law, by accepting an interest or participation in a Note, is deemed to represent that its purchase, holding and disposition of the interest or participation in the Notes does not constitute and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Note Owner is subject to any Similar Law, the purchase, holding and disposition does not constitute and will not result in a violation of the Similar Law).

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity shall cause a note registrar (Issuer appoints the Indenture Trustee to be the “Note Registrar”) ” and to keep a register (the “Note Register”) in which the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Note Registrar for the purpose of registering Notes and transfers of Notes as herein providedprovided in this Indenture. Upon any resignation of any the Note Registrar, the Issuing Entity shall Issuer will promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If the Issuer appoints a Person other than the Indenture Trustee is appointed by the Issuing Entity as Note Registrar, (i) the Issuing Entity Issuer will give notify the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the locationappointment, and any change in the location, of the Note Register, and (ii) the Indenture Trustee shall will have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, of the Note Register and (iii) the Indenture Trustee shall will have the right to rely upon a certificate executed on behalf by an officer 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. . (b) Upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity to be Issuer maintained as provided in under Section 3.023.2, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity shall Issuer will execute, and the Indenture Trustee shall will authenticate and the Noteholder shall will obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class Class, in any authorized denominationsdenomination, of a like in the same aggregate principal amount. At the option of the Holder, . (c) A Noteholder may exchange Notes may be exchanged for other Notes of the same Class Class, in any authorized denominations, of a like in the same aggregate principal amount, upon surrender of by surrendering the Notes to be exchanged at such the office or agencyagency of the Issuer maintained under Section 3.2. Whenever any Notes are so surrendered for exchange, if If the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity shall Issuer will execute, and the Indenture Trustee shall will authenticate and the Noteholder shall will obtain from the Indenture Trustee, Trustee the Notes which that the Noteholder making the such exchange is entitled to receive. . (d) All Notes issued upon any registration of transfer or exchange of Notes shall will be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. . (e) Every Note presented or surrendered for registration of transfer or exchange shall will be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar or the Indenture Trustee duly executed by, the Holder thereof Noteholder of such Note or such HolderNoteholder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, Registrar which requirements include membership or participation in the Securities Transfer Agent’s Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMPthe Securities Transfer Agents Medallion Program, all in accordance with the Exchange Act. No Act and (ii) accompanied by such other documents as the Indenture Trustee may require. (f) None of the Issuer, the Note Registrar or the Indenture Trustee will impose a service charge shall be made to on a Holder Noteholder for any registration of transfer or exchange of Notes. The Issuer, but the Issuing Entity, Note Registrar or the Indenture Trustee or the Note Registrar may require payment of a sum such Noteholder to pay an amount sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange of the Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, . (g) Neither the Issuing Entity shall not Issuer nor the Note Registrar will 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 Notes whose next Payment Date is not more than 15 days preceding after the due requested date for of such transfer or exchange. (h) The Class A-1 Notes (the “Rule 144A Notes”) have not been registered under the Securities Act or any payment with respect to State securities law. None of the Note. The Issuer, the Note Registrar or the Indenture Trustee (in is obligated to register the Rule 144A Notes under the Securities Act or any capacity) shall have no obligation State securities or duty “blue sky” laws or to monitor, determine or inquire as to compliance with take any restrictions on transfer imposed other action not otherwise required under this Indenture or under applicable law with respect the Trust Agreement to any permit the transfer of any interest in any Rule 144A Note other than without registration. The Issuer, at the direction of the Depositor or the Indenture Administrator, may elect to require delivery of such certificates and other documentation register, or evidence as are expressly required by, and to do so if and when expressly required by cause the terms registration of, this Indenturethe Rule 144A Notes under the Securities Act and any applicable State securities law, and in which case the Issuer will deliver, or cause to examine the same be delivered, to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee and the Registrar such Opinions of Counsel, Officer’s Certificates and other information as determined by the Depositor as necessary to effect such registration. (i) Until such time as the Rule 144A Notes have been registered under the Securities Act and any applicable State securities law pursuant to Section 2.4(h), no Rule 144A Note may be sold, transferred, assigned, participated, pledged, or otherwise disposed of (any such act, a “Rule 144A Note Transfer”) to any Person except in accordance with the provisions of this Section 2.4, and any capacitypurported Rule 144A Note Transfer in violation of this Section 2.4 will be null and void (a “Void Rule 144A Note Transfer”). (j) nor any agent of Each Rule 144A Note will bear the legend contained in Exhibit A unless determined otherwise by the Indenture Administrator (as certified to the Indenture Trustee shall in an Officer’s Certificate) consistent with applicable law. As a condition to the registration of any Rule 144A Note Transfer, the prospective transferee of such Rule 144A Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the Issuer the following: (i) It understands that the Rule 144A Notes have not been and will not be registered under the Securities Act or any responsibility State or other applicable securities or “blue sky” law. (ii) It understands that Rule 144A Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only to a person that the holder reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act (a “QIB”). (iii) It (A) is a QIB, (B) is aware that the sale to it is being made in reliance on Rule 144A under the Securities Act and if it is acquiring such Rule 144A Notes or any interest or participation in the Rule 144A Notes for the account of another QIB, such other QIB is aware that the sale is being made in reliance on Rule 144A under the Securities Act and (C) is acquiring such Rule 144A Notes or any actions taken interest or participation in the Rule 144A Notes for its own account or for the account of another QIB. (iv) It is purchasing the Rule 144A Notes for its own account or for one or more investor accounts for which it is acting as fiduciary or agent, in each case for investment, and not taken with a view to offer, transfer, assign, participate, pledge or otherwise dispose of such Rule 144A Notes in connection with any distribution of such Rule 144A Notes that would violate the Securities Act. (k) By acceptance of any Rule 144A Note, the related Rule 144A Noteholder specifically agrees with and represents to the Depositor, the Issuer and the Note Registrar, that no Rule 144A Note Transfer will be made unless (i) the registration requirements of the Securities Act and any applicable State securities laws have been complied with in respect of such Rule 144A Note in accordance with Section 2.4(h), (ii) such Rule 144A Note Transfer is to the Depositor or its Affiliates or (iii) such Rule 144A Note Transfer is exempt from the registration requirements under the Securities Act because such Rule 144A Note Transfer is in compliance with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that such Rule 144A Note Transfer is being made in reliance upon Rule 144A under the Securities Act. (l) The Indenture Administrator will make available to the prospective transferor and transferee of a Rule 144A Note information requested to satisfy the requirements of paragraph (d)(4) of Rule 144A (the “Rule 144A Information”). The Rule 144A Information will include any or all of the following items requested by DTCthe prospective transferee: (i) the offering memorandum relating to such Rule 144A Notes and any amendments or supplements to such offering memorandum; (ii) the Monthly Investor Report for each Payment Date preceding such request; and (iii) such other information as is reasonably available to the Indenture Administrator in order to comply with requests for information pursuant to Rule 144A. (m) Each Note Owner that is subject to Title I of ERISA, Section 4975 of the Code or any Similar Law, by accepting a beneficial interest in a Note, is deemed to represent that its purchase, holding and disposition of such beneficial interest does not constitute and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Note Owner is subject to any Similar Law, such purchase, holding and disposition does not constitute and will not result in a violation of such Similar Law).

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee U.S. Bank Trust Company, National Association initially shall be the registrar (the “Note Registrar Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 8‑401 of the UCC are met met, the Issuing Entity 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 requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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 similar violation of Similar Law, and (b) the Note is rated investment grade and has not been characterized as other than indebtedness for a period of 15 days preceding the due date for any payment with respect to the Note. applicable local law purposes. (g) The Indenture Trustee (in any capacity) 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 not be responsible for ascertaining whether any transfer complies with, or for otherwise monitoring or determining compliance with, the requirements or terms of any interest in any Note other than to require delivery of such certificates and other documentation the Securities Act, applicable State securities laws, ERISA or evidence as are expressly required by, and to do so the Code; except that if and when expressly a certificate is specifically required by the terms ofof this Section to be provided to the Indenture Trustee by a prospective transferor or transferee, this Indenture, the Indenture Trustee shall be under a duty to receive and to examine the same to determine substantial compliance 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 form with track any such Note (for example, if the express Notes have original issue discount), tracking conditions such as requiring separate CUSIPs may be required by the Issuer as a condition to such transfer and the Issuer shall provide prior written notice of such sale or transfer and tracking condition to the Indenture 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 hereof. Neither 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 to 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 (A) 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 (B) 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 (in any capacity1) nor any agent of that both the prospective transferor and the prospective transferee certify to the Indenture Trustee shall have any responsibility for any actions taken 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 (2) 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 taken by DTCrequire 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. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Issuer hereby appoints the Indenture Trustee initially shall be as the initial “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity Issuer shall promptly appoint a successor or, if it elects not is unable to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuing Entity Issuer as the Note Registrar, the Issuing Entity 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 Noteholders and the principal amounts and number of such Notes. Upon Each purchaser and transferee shall be deemed to represent, warrant and covenant that either (i) the transferee is not acquiring and will not hold any Note with the assets of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (c) an entity that is deemed to hold “plan assets” of any such employee benefit plan or plan (each of the foregoing, a “Benefit Plan”) or (d) any governmental plan, non-U.S. plan or church plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”), or (ii) (x) such Note is rated at least “BBB-” or its equivalent by a nationally recognized statistical rating organization at the time of purchase or transfer and (y) the transferee’s acquisition and continued holding of the Note will not give rise to a nonexempt prohibited transaction under ERISA or Section 4975 of the Code or result in a nonexempt violation of Similar Law. The Notes are not eligible for purchase by Benefit Plans at any time that the Notes do not have a current investment grade rating from a nationally recognized statistical rating agency. Any purchase or transfer of a Note (or any interest therein) in violation of the foregoing shall be void ab initio. (b) Any Notes retained by the Issuer, or a Person related to the Issuer, for which the Issuer has not received an Opinion of Counsel that such Notes will be indebtedness for U.S. federal income tax purposes, may not be transferred to another Person unless an Opinion of Counsel is delivered at such time that such Notes will be indebtedness for U.S. federal income tax purposes. (c) Subject to Section 2.4(a), upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(a)(1) of the UCC are met met, the Issuing Entity 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 HolderNoteholder, 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 8-401 401(a)(1) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall shall, upon receipt of an Issuer Order directing the authentication and delivery of such Notes, authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. The Indenture Trustee shall make a notation on any such new Note of the amount of principal, if any, that has been paid on such Note. (d) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, 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. . (e) 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 satisfactory to the Issuer and the Indenture Trustee duly executed by, the Holder Noteholder thereof or such HolderNoteholder’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 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 in substitution for, STAMP, all in accordance with the Securities Exchange Act. . (f) No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, Issuer or the Indenture Trustee or the Note Registrar may will 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 not involving any transfer. The preceding provisions of this Section notwithstanding, the 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC9.5.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, (i) the Issuing Entity will Issuer 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 (ii) the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and (iii) 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. . (b) Upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(1) of the UCC are met met, an Authorized Officer of the Issuing Entity 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 denominationsdenomination, of a like aggregate principal amount. . (c) 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, if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate authenticate, and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the such exchange is entitled to receive. . (d) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. . (e) 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 Noteholder thereof or such Holder’s Noteholder'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 the Securities Transfer Agent’s Medallion Program Registrar and (“STAMP”ii) or accompanied by such other “signature guarantee program” documents or evidence as the Indenture Trustee may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. require. (f) No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 2.3 or 9.06 9.6 not involving any transfer. . (g) The preceding provisions of this Section 2.5 notwithstanding, the Issuing Entity 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 Payment Date for any payment with respect to such Note. (h) No Note may be purchased with plan assets of a Plan if the Note. The Issuer, the Seller, the Servicer, the Owner Trustee, the Indenture Trustee Trustee, any Underwriter or any of their respective affiliates (in any capacityi) shall have no obligation has investment or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law administrative discretion with respect to any transfer those plan assets; (ii) has authority or responsibility to give, or regularly gives, investment advice with respect to such plan assets, for a fee and pursuant to an agreement or understanding that the advice will serve as a primary basis of any interest in any Note other than investment decisions with respect to require delivery of such certificates and other documentation or evidence as are expressly required bythose plan assets, and will be based on the particular investment needs for the Plan, or (iii) is an employer maintaining or contributing to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCPlan.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 a 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 provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting a commercial bank or trust company located, or having a correspondent located, in The City of New York or the requirements city in which the Corporate Trust Office is located, or by a member firm of the Note Registrara national securities exchange, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or and such other “signature guarantee program” documents as the Trustee may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Actrequire. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee Issuer or the Note Registrar 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 Issuing Entity 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 the payment with respect in full of such Note. Copies of this Indenture (without exhibits) may be obtained by Noteholders upon request in writing to the Note. The Indenture Trustee (in any capacity) 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 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 at the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCCorporate Trust Office.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 a 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 provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (to be kept the “Note Registrar”) Register in which, subject to keep a register (such reasonable regulations as it may prescribe, the “Note Register”) in which the Note Registrar Issuer shall provide for the registration of Class A Notes (including the identity of the Holder and the outstanding principal amounts or outstanding notional amounts, as the case may be, on the Class A Note, which amounts shall include the amounts of any Increases under Section 2.13) and the registration of all assignments and transfers of Class A Notes. The Indenture Trustee is hereby initially shall be appointed as agent of the Note Registrar Issuer to act as “Registrar” for the purpose of registering and recording in the Register the Class A Notes and assignments and transfers of such Class A Notes as herein provided. Upon any resignation or removal of any Note the Registrar, the Issuing Entity Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrarsuccessor. If a Person other than the Indenture Trustee is appointed by the Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 RegisterRegistrar, 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 Class A Notes and the principal amounts and number or notional amounts, as the case may be, of such Class A Notes. Upon Subject to this Section 2.5, upon surrender for registration of transfer of any Note Class A Notes at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.027.4, if the requirements of Section 8-401 of surrendered Class A Notes shall be returned to the UCC are met Issuer marked “canceled,” or retained by the Issuing Entity Trustee in accordance with its standard retention policy and the Issuer shall execute, and the Indenture Trustee or the Authenticating Agent, as the case may be, upon Issuer Order, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, deliver in the name of the designated transferee or transferees, one or more new Class A Notes of the same Class in any authorized denominations, denomination and of a like aggregate principal amount or notional amount, as the case may be. At The Issuer or the option Collateral Manager, as applicable, will notify the Trustee in writing of any Class A Note beneficially owned by or pledged to the Issuer or the Collateral Manager or any of their respective Affiliates promptly upon its knowledge of the Holder, Notes may be exchanged for other Notes acquisition thereof or the creation 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 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 receivepledge. All Class A Notes issued and authenticated upon any registration of transfer or exchange of Class A Notes shall be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, debt and entitled to the same benefits under this Indenture, Indenture as the Class A Notes surrendered upon such registration of transfer or exchange. Every A Class A Note, and the rights to payments evidenced thereby, may be assigned or otherwise transferred in whole or in part pursuant to the terms of this Section 2.5 only by the registration of such assignment and transfer of such Class A Note presented (and each Class A Note shall so expressly provide on the Register). No transfer of a Class A Note shall be effective unless such transfer shall have been recorded in the Register by the Registrar as provided in this Section 2.5. Any assignment or surrendered transfer of all or part of such Class A Note shall be registered on the Register only upon presentment or surrender 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 Registrar, duly executed by, by the Holder thereof or such Holder’s his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting . The Registrar may request evidence reasonably satisfactory to it proving the requirements identity of the transferee or the transferor or the authenticity of their signatures. Prior to the due presentment for registration of transfer of any Class A Note Registrar, which requirements include membership or participation and in the Securities Transfer Agent’s Medallion Program (“STAMP”) absence of manifest error, the Issuer, the Trustee and the Registrar shall treat the Person in whose name such Class A Note is registered as the owner thereof for the purpose of receiving all payments or such distribution thereon as the case may be, and subject to the provision of Section 2.8 hereof, for all other “signature guarantee program” as may be determined by purposes, notwithstanding any notice to the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Actcontrary. No service charge shall be made to a Holder for any registration of transfer or exchange of Class A Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Class A Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuing Entity Issuer shall not be required (i) to make issue, register the transfer of or exchange any Class A Note during a period beginning at the opening of business 15 days before any selection of Class A 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 Class A Note Registrar need not register transfers or exchanges of Notes so selected for redemption redemption. (b) No Class A Note may be sold or transferred (including, by pledge or hypothecation) unless such sale or transfer is exempt from the registration requirements of any Note for a period of 15 days preceding the due date for any payment with respect to the Note. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or Securities Act and is exempt under applicable law with respect to state securities laws. (c) For so long as any of the Class A Notes are Outstanding, the Issuer shall issue or permit the transfer of any interest in equity of the Issuer only to Persons that are both U.S. Persons and United States Persons within the meaning of Section 7701(a)(30) of the Code. (d) During the Initial Investment Period, no Class A Note may be sold or transferred (including, by pledge or hypothecation) to an Affected Bank. (e) Upon final payment due on the Maturity of a Class A Note, the Holder thereof shall present and surrender such Class A Note at the Corporate Trust Office of the Trustee or at the office of any Note other than Paying Agent on or prior to require delivery of such certificates Maturity; provided, however, that if there is delivered to the Issuer and other documentation the Trustee such security or evidence indemnity as are expressly required by, and to do so if and when expressly may be required by them to save each of them harmless and an undertaking thereafter to surrender such certificate, then, in the terms ofabsence of notice to the Issuer or the Trustee that the applicable Class A Note has been acquired by a Protected Purchaser, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee such final payment shall have any responsibility for any actions taken be made without presentation or not taken by DTCsurrender.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee U.S. Bank Trust Company, National Association initially shall be the registrar (the “Note Registrar Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 8‑401 of the UCC are met met, the Issuing Entity 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 requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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 similar violation of Similar Law, and (b) the Note is rated investment grade and has not been characterized as other than indebtedness for a period of 15 days preceding the due date for any payment with respect to the Note. applicable local law purposes. (g) The Indenture Trustee (in any capacity) 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 not be responsible for ascertaining whether any transfer complies with, or for otherwise monitoring or determining compliance with, the requirements or terms of any interest in any Note other than to require delivery of such certificates and other documentation the Securities Act, applicable State securities laws, ERISA or evidence as are expressly required by, and to do so the Code; except that if and when expressly a certificate is specifically required by the terms ofof this Section to be provided to the Indenture Trustee by a prospective transferor or transferee, this Indenture, the Indenture Trustee shall be under a duty to receive and to examine the same to determine substantial compliance 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 form with track any such Note (for example, if the express Notes have original issue discount), tracking conditions such as requiring separate CUSIPs may be required by the Issuer as a condition to such transfer and the Issuer shall provide prior written notice of such sale or transfer and tracking condition to the Indenture 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 hereof. Neither 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 to 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 (A) 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 (B) 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 (in any capacity1) nor any agent of that both the prospective transferor and the prospective transferee certify to the Indenture Trustee shall have any responsibility for any actions taken 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 (2) 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 taken by DTCrequire 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. (a) The Issuing Entity shall cause a note registrar (Issuer appoints the Indenture Trustee to be the “Note Registrar”) ” and to keep a register (the “Note Register”) in which the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Note Registrar for the purpose of registering Notes and transfers of Notes as herein providedprovided in this Indenture. Upon any resignation of any the Note Registrar, the Issuing Entity shall Issuer will promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If the Issuer appoints a Person other than the Indenture Trustee is appointed by the Issuing Entity as Note Registrar, (i) the Issuing Entity Issuer will give notify the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the locationappointment, and any change in the location, of the Note Register, and (ii) the Indenture Trustee shall will have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, of the Note Register and (iii) the Indenture Trustee shall will have the right to rely upon a certificate executed on behalf by an officer 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. . (b) Upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity to be Issuer maintained as provided in under Section 3.023.2, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity shall Issuer will execute, and the Indenture Trustee shall will authenticate and the Noteholder shall will obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class Class, in any authorized denominationsdenomination, of a like in the same aggregate principal amount. At the option of the Holder, . (c) A Noteholder may exchange Notes may be exchanged for other Notes of the same Class Class, in any authorized denominations, of a like in the same aggregate principal amount, upon surrender of by surrendering the Notes to be exchanged at such the office or agencyagency of the Issuer maintained under Section 3.2. Whenever any Notes are so surrendered for exchange, if If the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity shall Issuer will execute, and the Indenture Trustee shall will authenticate and the Noteholder shall will obtain from the Indenture Trustee, Trustee the Notes which that the Noteholder making the such exchange is entitled to receive. . (d) All Notes issued upon any registration of transfer or exchange of Notes shall will be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such registration of transfer or exchange. . (e) Every Note presented or surrendered for registration of transfer or exchange shall will be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar or the Indenture Trustee duly executed by, the Holder thereof Noteholder of such Note or such HolderNoteholder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, Registrar which requirements include membership or participation in the Securities Transfer Agent’s Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMPthe Securities Transfer Agents Medallion Program, all in accordance with the Exchange Act. No Act and (ii) accompanied by such other documents as the Indenture Trustee may require. (f) None of the Issuer, the Note Registrar or the Indenture Trustee will impose a service charge shall be made to on a Holder Noteholder for any registration of transfer or exchange of Notes. The Issuer, but the Issuing Entity, Note Registrar or the Indenture Trustee or the Note Registrar may require payment of a sum such Noteholder to pay an amount sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange of the Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, . (g) Neither the Issuing Entity shall not Issuer nor the Note Registrar will 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 Notes whose next Payment Date is not more than 15 days preceding after the due requested date for of such transfer or exchange. (h) The Class A-1 Notes and the Class D Notes (the “Rule 144A Notes”) have not been registered under the Securities Act or any payment with respect to State securities law. None of the Note. The Issuer, the Note Registrar or the Indenture Trustee (in is obligated to register the Rule 144A Notes under the Securities Act or any capacity) shall have no obligation State securities or duty “blue sky” laws or to monitor, determine or inquire as to compliance with take any restrictions on transfer imposed other action not otherwise required under this Indenture or under applicable law with respect the Trust Agreement to any permit the transfer of any interest in any Rule 144A Note other than without registration. The Issuer, at the direction of the Depositor or the Administrator, may elect to require delivery of such certificates and other documentation register, or evidence as are expressly required by, and to do so if and when expressly required by cause the terms registration of, this Indenturethe Rule 144A Notes under the Securities Act and any applicable State securities law, and in which case the Issuer will deliver, or cause to examine the same be delivered, to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee and the Registrar such Opinions of Counsel, Officer’s Certificates and other information as determined by the Depositor as necessary to effect such registration. (i) Until such time as the Rule 144A Notes have been registered under the Securities Act and any applicable State securities law pursuant to Section 2.4(h), no Rule 144A Note may be sold, transferred, assigned, participated, pledged or otherwise disposed of (any such act, a “ Rule 144A Note Transfer”) to any Person except in accordance with the provisions of this Section 2.4, and any capacitypurported Rule 144A Note Transfer in violation of this Section 2.4 will be null and void (a “Void Rule 144A Note Transfer”). (j) nor any agent of Each Rule 144A Note will bear the legend contained in Exhibit A unless determined otherwise by the Administrator (as certified to the Indenture Trustee shall in an Officer’s Certificate) consistent with applicable law. As a condition to the registration of any Rule 144A Note Transfer, the prospective transferee of such Rule 144A Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the Issuer the following: (i) It understands that the Rule 144A Notes have not been and will not be registered under the Securities Act or any responsibility State or other applicable securities or “blue sky” law. (ii) It understands that Rule 144A Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only to a person that the holder reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act (a “QIB”). (iii) It (A) is a QIB, (B) is aware that the sale to it is being made in reliance on Rule 144A under the Securities Act and if it is acquiring such Rule 144A Notes or any interest or participation in the Rule 144A Notes for the account of another QIB, such other QIB is aware that the sale is being made in reliance on Rule 144A under the Securities Act and (C) is acquiring such Rule 144A Notes or any actions taken interest or participation in the Rule 144A Notes for its own account or for the account of another QIB. (iv) It is purchasing the Rule 144A Notes for its own account or for one or more investor accounts for which it is acting as fiduciary or agent, in each case for investment, and not taken with a view to offer, transfer, assign, participate, pledge or otherwise dispose of such Rule 144A Notes in connection with any distribution of such Rule 144A Notes that would violate the Securities Act. (k) By acceptance of any Rule 144A Note, the Rule 144A Noteholder specifically agrees with and represents to the Depositor, the Issuer and the Note Registrar, that no Rule 144A Note Transfer will be made unless (i) the registration requirements of the Securities Act and any applicable State securities laws have been complied with in respect of such Rule 144A Note in accordance with Section 2.4(h), (ii) such Rule 144A Note Transfer is to the Depositor or its Affiliates or (iii) such Rule 144A Note Transfer is exempt from the registration requirements under the Securities Act because such Rule 144A Note Transfer is in compliance with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that such Rule 144A Note Transfer is being made in reliance upon Rule 144A under the Securities Act. (l) The Administrator will make available to the prospective transferor and transferee of a Rule 144A Note information requested to satisfy the requirements of paragraph (d)(4) of Rule 144A (the “Rule 144A Information”). The Rule 144A Information will include any or all of the following items requested by DTCthe prospective transferee: (i) the offering memorandum relating to the Rule 144A Notes and any amendments or supplements to such offering memorandum; (ii) the Monthly Investor Report for each Payment Date preceding such request; and (iii) such other information as is reasonably available to the Administrator in order to comply with requests for information pursuant to Rule 144A. (m) Each Note Owner that is subject to Title I of ERISA, Section 4975 of the Code or any Similar Law, by accepting a beneficial interest in a Note, is deemed to represent that its purchase, holding and disposition of such beneficial interest does not constitute and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Note Owner is subject to any Similar Law, such purchase, holding and disposition does not constitute and will not result in a violation of such Similar Law).

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 a 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 provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting a commercial bank or trust company located, or having a correspondent located, in The City of New York or the requirements city in which the Corporate Trust Office is located, or by a member firm of the Note Registrara national securities exchange, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or and such other “signature guarantee program” documents as the Trustee may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Actrequire. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee Issuer or the Note Registrar 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 Issuing Entity 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the registrar (the “Note Registrar Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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 any a Book-Entry Note, that (i) such Person is not a Benefit Plan and is not investing on behalf of or with plan assets of a Benefit Plan or (ii) such Person is acquiring a Note and the Person’s acquisition, holding and disposition of the Note are and will be eligible for a period of 15 days preceding relief under PTCE 84-14, 90-1, 91-38, 95-60, 96-23 or the due date for any payment with respect to the Note. Statutory Exemption. (g) The Indenture Trustee (in any capacity) 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 not be responsible for ascertaining whether any transfer complies with, or for otherwise monitoring or determining compliance with, the requirements or terms of any interest in any Note other than to require delivery of such certificates and other documentation the Securities Act, applicable state securities laws, ERISA or evidence as are expressly required by, and to do so the Code; except that if and when expressly a certificate is specifically required by the terms ofof this Section to be provided to the Indenture Trustee by a prospective transferor or transferee, this Indenture, the Indenture Trustee shall be under a duty to receive and to examine the same to determine substantial compliance as whether it conforms substantially on its face to form the applicable requirements of this Section. (h) Any purported transfer of a Note not in accordance with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee this Section shall have any responsibility be null and void and shall not be given effect for any actions taken or not taken by DTCpurpose whatsoever.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Note Registrar shall cause maintain a note registrar (the “Note Registrar”) Register in which, subject to keep a register (the “Note Register”) in which such reasonable regulations as it may prescribe, the 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 is hereby initially shall be the 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 Issuing Entity Issuer shall promptly appoint a another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met the Issuing Entity 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, if the requirements of Section 8-401 of the UCC are met the Issuing Entity 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 Issuing 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 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program . (“STAMP”d) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 transfer or exchange of Notes. (e) All Notes surrendered for 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 Issuing Entity shall not be required to make canceled 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. The Indenture Trustee (in any capacity) 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 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 subsequently destroyed by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCTrustee.

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be is hereby appointed the Note Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the 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 Issuing Entity as Note Registrar, the Issuing Entity will shall give the Indenture Trustee prompt written notice of the such appointment of such Note Registrar and of the location, and any change in the such 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 of the Note Registrar 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 Issuing Entity to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 of the UCC are met met, the Issuing Entity shall execute, execute and the Indenture Trustee shall authenticate and the related Noteholder shall obtain from the Indenture Trusteeobtain, in the name of the designated transferee or transfereestransferee, one or more new Notes of the same Class in any authorized denominations, of the same Class and a like aggregate principal amount. At the option of the Holderrelated Noteholder, 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 such 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 met, the Issuing Entity 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 such exchange is entitled to receive. Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Issuing Entity or the Indenture Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form and substance satisfactory to the Issuing Entity 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 Issuing Entity, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 Notestherewith, other than exchanges pursuant to Section 2.03 Sections 2.3 or 9.06 9.5 not involving any transfer. By acquiring a Note, each purchaser and transferee of a beneficial interest will be deemed to represent that either (1) it is not and will not be acquiring such Notes on behalf of, or with the assets of a Plan or (2) the acquisition and holding of such Notes will not constitute or 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. Each Note will bear a legend reflecting such deemed representation. The preceding provisions of this Section notwithstanding, the Issuing Entity shall not be required to make make, and the Note Registrar need not register register, transfers or exchanges of Notes any Note (i) selected for redemption or of any Note (ii) for a period of 15 days preceding the due date for any payment with respect to such Note. By acquiring a Note, each purchaser and transferee of a beneficial interest in a Class A Note or Class B Note will be deemed to represent that it acknowledges and represents that it is not a member of an “expanded group” (within the Notemeaning of the regulations issued under section 385 of the Code) which includes a domestic corporation (as determined for U.S. federal income tax purposes) if such domestic corporation, directly or indirectly (through one or more entities that are treated for U.S. federal income tax purposes as partnerships, disregarded entities, or grantor trusts), owns 80% or more of the capital or profits of the Issuing Entity. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity shall cause a note registrar (Issuer appoints the Indenture Trustee to be the “Note Registrar”) ” and to keep a register (the “Note Register”) in which the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Note Registrar for the purpose of registering Notes and transfers of Notes as herein providedprovided in this Indenture. Upon any resignation of any the Note Registrar, the Issuing Entity shall Issuer will promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If the Issuer appoints a Person other than the Indenture Trustee is appointed by the Issuing Entity as Note Registrar, (i) the Issuing Entity Issuer will give notify the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the locationappointment, and any change in the location, of the Note Register, and (ii) the Indenture Trustee shall will have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, of the Note Register and (iii) the Indenture Trustee shall will have the right to rely upon a certificate executed on behalf by an officer 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. . (b) Upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity to be Issuer maintained as provided in under Section 3.023.2, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity shall Issuer will execute, and the Indenture Trustee shall will authenticate and the Noteholder shall will obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class Class, in any authorized denominationsdenomination, of a like in the same aggregate principal amount. At the option of the Holder, . (c) A Noteholder may exchange Notes may be exchanged for other Notes of the same Class Class, in any authorized denominations, of a like in the same aggregate principal amount, upon surrender of by surrendering the Notes to be exchanged at such the office or agencyagency of the Issuer maintained under Section 3.2. Whenever any Notes are so surrendered for exchange, if If the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity shall Issuer will execute, and the Indenture Trustee shall will authenticate and the Noteholder shall will obtain from the Indenture Trustee, Trustee the Notes which that the Noteholder making the exchange is entitled to receive. . (d) All Notes issued upon any registration of transfer or exchange of Notes shall will be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, Indenture as the Notes surrendered upon such the registration of transfer or exchange. . (e) Every Note presented or surrendered for registration of transfer or exchange shall will be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar or the Indenture Trustee duly executed by, the Holder thereof Noteholder of the Note or such Holderthe Noteholder’s attorney duly authorized in writing, with such the signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, Registrar which requirements include membership or participation in the Securities Transfer Agent’s Agents Medallion Program (“STAMP”) or such other another “signature guarantee program” as may be determined selected by the Note Registrar in addition to, or in substitution for, STAMPthe Securities Transfer Agents Medallion Program, all in accordance with the Exchange Act. No Act and (ii) accompanied by any other documents as the Indenture Trustee may require. (f) None of the Issuer, the Note Registrar or the Indenture Trustee will impose a service charge shall be made to on a Holder Noteholder for any registration of transfer or exchange of Notes. The Issuer, but the Issuing Entity, Note Registrar or the Indenture Trustee or the Note Registrar may require payment of a sum Noteholder to pay an amount sufficient to cover any tax or other governmental charge that may be imposed in connection with any on the registration of transfer or exchange of the Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, . (g) Neither the Issuing Entity shall not Issuer nor the Note Registrar will 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 Notes whose next Payment Date is not more than 15 days preceding after the due requested date for of the transfer or exchange. (h) The Class A-1 Notes and the Class D Notes (the “Rule 144A Notes”) have not been registered under the Securities Act or any payment with respect to State securities law. None of the Note. The Issuer, the Note Registrar or the Indenture Trustee (in is obligated to register the Rule 144A Notes under the Securities Act or any capacity) shall have no obligation State securities or duty “blue sky” laws or to monitor, determine or inquire as to compliance with take any restrictions on transfer imposed other action not otherwise required under this Indenture or under applicable law with respect the Trust Agreement to any permit the transfer of any interest in any Rule 144A Note other than without registration. The Issuer, at the direction of the Depositor or the Administrator, may elect to require delivery of such certificates and other documentation register, or evidence as are expressly required by, and to do so if and when expressly required by cause the terms registration of, this Indenturethe Rule 144A Notes under the Securities Act and any applicable State securities law, and in which case the Issuer will deliver, or cause to examine the same be delivered, to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee and the Registrar any Opinions of Counsel, Officer’s Certificates and other information as determined by the Depositor as necessary to effect the registration. (i) Until the Rule 144A Notes have been registered under the Securities Act and any applicable State securities law under Section 2.4(h), no Rule 144A Note may be sold, transferred, assigned, participated, pledged or otherwise disposed of (each, a “ Rule 144A Note Transfer”) to any Person except in accordance with this Section 2.4, and any capacitypurported Rule 144A Note Transfer in violation of this Section 2.4 will be null and void (a “Void Rule 144A Note Transfer”). (j) nor any agent of Each Rule 144A Note will bear the legend in Exhibit A or Exhibit B, as applicable, unless determined otherwise by the Administrator (as certified to the Indenture Trustee shall in an Officer’s Certificate) consistent with applicable law. As a condition to the registration of any Rule 144A Note Transfer, the prospective transferee of the Rule 144A Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the Issuer that: (i) It understands that the Rule 144A Notes have not been and will not be registered under the Securities Act or any responsibility State or other applicable securities or “blue sky” law. (ii) It understands that Rule 144A Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only to a person that the holder reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act (a “QIB”). (iii) It (A) is a QIB, (B) is aware that the sale to it is being made in reliance on Rule 144A under the Securities Act and if it is acquiring the Rule 144A Notes or any interest or participation in the Rule 144A Notes for the account of another QIB, the other QIB is aware that the sale is being made in reliance on Rule 144A under the Securities Act and (C) is acquiring the Rule 144A Notes or any actions taken interest or participation in the Rule 144A Notes for its own account or for the account of another QIB. (iv) It is purchasing the Rule 144A Notes for its own account or for one or more investor accounts for which it is acting as fiduciary or agent, in each case for investment, and not taken with a view to offer, transfer, assign, participate, pledge or otherwise dispose of the Rule 144A Notes in connection with any distribution of the Rule 144A Notes that would violate the Securities Act. (k) By acceptance of any Rule 144A Note, the Rule 144A Noteholder specifically agrees, and represents to the Depositor, the Issuer and the Note Registrar, that no Rule 144A Note Transfer will be made unless (i) the registration requirements of the Securities Act and any applicable State securities laws have been complied with for the Rule 144A Note in accordance with Section 2.4(h), (ii) the Rule 144A Note Transfer is to the Depositor or its Affiliates or (iii) the Rule 144A Note Transfer is exempt from the registration requirements under the Securities Act because the Rule 144A Note Transfer complies with Rule 144A under the Securities Act, to a transferee who the transferor reasonably believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that the Rule 144A Note Transfer is being made in reliance upon Rule 144A. (l) The Administrator will make available to the prospective transferor and transferee of a Rule 144A Note information requested to satisfy the requirements of paragraph (d)(4) of Rule 144A (the “Rule 144A Information”). The Rule 144A Information will include any or all of the following items requested by DTCthe prospective transferee: (i) the offering memorandum relating to the Rule 144A Notes and any amendments or supplements to the offering memorandum; (ii) the Monthly Investor Report for each Payment Date prior to the request; (iii) copies of the Transaction Documents, including any amendments; and (iv) any other information as is reasonably available to the Administrator in order to comply with requests for information under Rule 144A. (m) Each Note Owner that is subject to Title I of ERISA, Section 4975 of the Code or any Similar Law, by accepting an interest or participation in a Note, is deemed to represent that its purchase, holding and disposition of the interest or participation in the Notes does not constitute and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Note Owner is subject to any Similar Law, the purchase, holding and disposition does not constitute and will not result in a non-exempt violation of the Similar Law).

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Issuer hereby appoints the Indenture Trustee initially shall be as the initial “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity Issuer shall promptly appoint a successor or, if it elects not is unable to make such an appointment, assume the duties of the Note Registrar. If a Person other than the Indenture Trustee is appointed by the Issuing Entity Issuer as the Note Registrar, the Issuing Entity 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 Noteholders and the principal amounts and number of such Notes. Upon Each purchaser and transferee, by its acceptance of a Note (or interest therein), shall be deemed to represent and warrant that either (i) the transferee is not acquiring and will not hold any Note with the assets of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (c) an entity that is deemed to hold “plan assets” of any such employee benefit plan or plan (each of the foregoing, a “Benefit Plan”) or (d) any governmental plan, non-U.S. plan or church plan that is subject to any law that is substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”), or (ii) (x) such Note is rated at least “BBB-” or its equivalent by a nationally recognized statistical rating organization at the time of purchase or transfer and (y) the transferee’s acquisition and continued holding of the Note will not give rise to a nonexempt prohibited transaction under ERISA or Section 4975 of the Code or result in a violation of Similar Law. The Notes are not eligible for purchase by Benefit Plans at any time the Notes do not have a current investment grade rating from a nationally recognized statistical rating agency. Any purchase or transfer of a Note (or any interest therein) in violation of the foregoing shall be void ab initio. (b) Any Notes retained by the Issuer, or a Person related to the Issuer, for which the Issuer has not received an Opinion of Counsel that such Notes shall be indebtedness for U.S. federal income tax purposes, may not be transferred to another Person, unless an Opinion of Counsel is delivered at such time that such Notes will be indebtedness for U.S. federal income tax purposes. (c) Subject to Section 2.4(a), upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(a)(1) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall shall, upon receipt of an Issuer Order directing the authorization and delivery of such Notes, 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 HolderNoteholder, 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 8-401 401(a)(1) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall shall, upon receipt of an Issuer Order directing the authorization and delivery of such Notes, authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which that the Noteholder making the exchange is entitled to receive. The Indenture Trustee shall make a notation on any such new Note of the amount of principal, if any, that has been paid on such Note. (d) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, 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. . (e) 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 satisfactory to the Issuer and the Indenture Trustee duly executed by, the Holder Noteholder thereof or such HolderNoteholder’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 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 in substitution for, STAMP, all in accordance with the Securities Exchange Act. . (f) No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, Issuer or the Indenture Trustee or the Note Registrar may will 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 not involving any transfer. The preceding provisions of this Section notwithstanding, the 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC9.5.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Indenture Trustee initially shall cause a note be the registrar (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. The Note Registrar shall cause to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Note Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, (i) the Issuing Entity will Issuer shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and or any change in the location, of the Note Register, and (ii) the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, thereof and (iii) 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 Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and deliver to the Noteholder shall obtain from the Indenture Trusteemaking such surrender, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominationsdenomination, of a like aggregate principal amount. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met. (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, if the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and deliver to the Noteholder shall obtain from the Indenture Trusteemaking such exchange, the Notes which the such Noteholder making the exchange is entitled to receive. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met. (e) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, 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 . (f) All Notes 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 HolderXxxxxx’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 the Securities Transfer Agent’s Medallion Program . (“STAMP”g) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 2.3 or 9.06 Section 9.6 not involving any transfer. . (h) The preceding provisions of this Section notwithstanding, the Issuing Entity 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 Notes with respect to which the due date for any payment with respect to the Note. The Indenture Trustee will occur within fifteen (in any capacity15) 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 days. (i) Each Person who initially acquires a Note other than a Retained Note (or an interest therein) or to require delivery whom a Note other than a Retained Note (or an interest therein) is transferred will be deemed to have represented and warranted, by its acceptance of such certificates and other documentation Note (or evidence as are expressly required byan interest therein), and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form that either (a) it is not acquiring such Note (or an interest therein) with the express plan assets of any (i) “employee benefit plan” (as defined in Section 3(3) of ERISA) subject to the fiduciary requirements hereof. Neither the Indenture Trustee of ERISA, (ii) “plan” described in any capacitySection 4975(e)(1) nor any agent of the Indenture Trustee Code, including individual retirement accounts and Xxxxx plans, that is subject to the provisions of Section 4975 of the Code, or (iii) employee benefit plan or arrangement not subject to Title I of ERISA or Section 4975 of the Code; or (b) the acquisition and holding of such Note (or an 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 violation of any substantially similar applicable law. (j) Any purported transfer of a Note not in accordance with this Section 2.5 shall have any responsibility be null and void and shall not be given effect for any actions taken or not taken by DTCpurpose whatsoever.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the initial "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 a 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 provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrara commercial bank or trust company located, which requirements include membership or participation having a correspondent located, in the Securities Transfer Agent’s Medallion Program (“STAMP”) 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 “signature guarantee program” documents as the Trustee may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Actrequire. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee Issuer or the Note Registrar 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 Issuing Entity 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 the payment with respect in full of such Note. Copies of this Indenture (without exhibits) may be obtained by Noteholders upon request in writing to the Note. The Indenture Trustee (in any capacity) 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 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 at the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCCorporate Trust Office.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Indenture Trustee initially shall cause a note be the registrar (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. The Note Registrar shall cause to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the Note Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, (i) the Issuing Entity will Issuer shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and or any change in the location, of the Note Register, and (ii) the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, thereof and (iii) 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 Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and deliver to the Noteholder shall obtain from the Indenture Trusteemaking such surrender, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominationsdenomination, of a like aggregate principal amount. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met. (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, if the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and deliver to the Noteholder shall obtain from the Indenture Trusteemaking such exchange, the Notes which the such Noteholder making the exchange is entitled to receive. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-401 or 8A-401, as applicable, of the Relevant UCC are met. (e) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, 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 . (f) All Notes 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 HolderXxxxxx’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 the Securities Transfer Agent’s Medallion Program . (“STAMP”g) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 2.3 or 9.06 9.6 not involving any transfer. . (h) The preceding provisions of this Section notwithstanding, the Issuing Entity 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 Notes with respect to which the due date for any payment with respect will occur within fifteen (15) days. (i) Each Person to whom a Note is transferred will be required to represent, in the case of a Definitive Note. The Indenture Trustee , or deemed to represent in the case of a Book-Entry Note, that (A) such Person is not an employee benefit plan, as described in any capacitySection 3(3) shall have no obligation of ERISA, or duty a plan, as defined in Section 4975(e)(1) if the Code, that is subject to monitorTitle I of ERISA or to Section 4975 of the Code, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect a government plan subject to any transfer state or local law similar to Title I of any interest in any Note other than to require delivery ERISA or Section 4975 of the Code, or a Person investing on behalf of or with “plan assets” of such certificates a plan, or (B) the Person’s acquisition, holding and other documentation or evidence as disposition of such Note are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility will be eligible for any actions taken or not taken by DTCrelief under a prohibited transaction exemption.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee is hereby initially shall be the appointed "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation or removal of any Note Registrar, the Issuing Entity 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. . (b) If a Person other than the Indenture Trustee is appointed by the Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 . (c) Subject to Sections 2.10 and 2.12 hereof, upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity Issuer shall execute, and upon request by the Indenture Issuer the Trustee shall authenticate authenticate, and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes in any authorized denominations of the same Class in any authorized denominations, of class and 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 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, subject to Sections 2.10 and 2.12 hereof, if the requirements of Section 8-401 401(a) of the UCC are met the Issuing Entity Issuer shall execute, and upon request by the Indenture Issuer the Trustee shall authenticate 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 Issuing EntityIssuer, 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 (i) duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory attached to the Indenture Trustee EXHIBITS X-0, X-0, X-0 XXX X-0 and duly executed by, the Holder thereof or such Holder’s attorney 's attorney, duly authorized in writing, with such signature guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, Registrar which requirements include membership or participation in the Securities Transfer Agent’s Agents Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. Act and (ii) accompanied by such other documents as the Trustee may require. (g) Each Noteholder by its acquisition of any Notes (or a beneficial interest therein) shall be deemed to have represented and warranted for the benefit of the Issuer, the Owner Trustee, the Trustee and the Noteholders, that either (i) it is not acquiring any Notes with the assets of any "employee benefit plan" as defined in Section 3(3) of ERISA which is subject to Title I of ERISA or any "plan" as defined in Section 4975 of the Internal Revenue Code or (ii) the acquisition and holding of the Notes will be covered by Prohibited Transaction Class Exemption ("PTCE") 00-00, XXXX 00-0, XXXX 91-38, XXXX 00-00, XXXX 96-23 or a similar U.S. Department of Labor class exemption or other similar exemption. (h) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 2.3 or 9.06 9.6 not involving any transfer. . (i) The preceding provisions of this Section 2.4 notwithstanding, the Issuing Entity Issuer shall not be required to make and the Note Registrar need shall 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. The Indenture Trustee Notes. (j) Notwithstanding anything to the contrary in any capacity) 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 other Basic Document, (i) the transfer of a Note, including the right to receive principal and any stated interest in any thereon, may be effected only by surrender of the old Note other than to require delivery (or satisfactory evidence of the destruction, loss or theft of such certificates and other documentation or evidence as are expressly required byNote) to the Note Registrar, and to do so if and when expressly required the issuance by the terms of, this IndentureIssuer (through the Note Registrar) of a new Note to the new Holder, and to examine (ii) each Note must be registered in the same to determine substantial compliance name of the Holder thereof as to form both principal and any stated interest with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCNote Registrar.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder holder of the Notes 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 Holderholder of the Notes, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like 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 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder holder of the Notes shall obtain from the Indenture Trustee, the Notes which the Noteholder holder of the Notes 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 Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The Issuer initially appoints The Depository Trust Company ("DTC") to act as depositary (the "Depositary") with respect to the each Class of the Notes. The Issuer initially appoints the Indenture Trustee to act as custodian with respect to the Notes. 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder holder of the Notes for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity as the Note Registrar, the 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 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 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 Issuing Entity to be maintained as provided in Section 3.023.2, if the requirements of Section 8-401 401(a) of the UCC are met (provided, this requirement will only apply to transfers of Class B Notes following the transfer of the Class B Notes to an entity unaffiliated with the Originator), 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, 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 8-401 401(a) of the UCC are met (provided, this requirement will only apply to transfers of Class B Notes following the transfer of the Class B Notes to an entity unaffiliated with the Originator), the Issuing Entity 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. By its acquisition of a Note or any interest therein, each purchaser or transferee shall be deemed to represent and warrant that either (a) it is not an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), an entity deemed to hold “plan assets” of any of the foregoing (collectively, a “Benefit Plan”) or a “governmental plan” as defined in Section 3(32) of ERISA that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the acquisition and holding of the Note or any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or any substantially similar applicable law. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing Entity, 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. No transfer of a Class B Note shall be made unless such transfer is made pursuant to an effective registration statement under the Securities Act of 1933 (the “Securities Act”) and any applicable state securities laws or is exempt from the registration requirements under said Securities Act and such state securities laws. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, there shall be delivered to the Issuing Entity and to the Indenture Trustee a letter in substantially the form of Exhibit C (the “Rule 144A Letter”). Notwithstanding the preceding sentence or anything else herein, any transfer of the Class B Notes to the Depositor, the Originator or any of their Affiliates on the Closing Date, and any transfer from any of such entities to its Affiliate, and any transfer from any such entity to an initial purchaser(s) pursuant to an exemption from the registration requirements, will not require the delivery of a Rule 144A Letter and may be made regardless of whether such entity is a “qualified institutional buyer” as defined in the Securities Act. The Issuing Entity shall provide to any Holder of a Class B Note and any prospective transferee designated by any such Holder, information regarding the Class B Notes and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Class B Note without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. The Indenture Trustee and the Servicer shall cooperate with the Issuing Entity in providing the Rule 144A information referenced in the preceding sentence, including providing to the Issuing Entity such information regarding the Class B Notes, the Receivables and other matters regarding the Trust Estate as the Issuing Entity shall reasonably request to meet its obligation under the preceding sentence. Each Holder of a Class B Note desiring to effect such transfer shall, and does hereby agree to, indemnify the Indenture Trustee, the Issuing Entity, the Seller and the Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Every Class A Note, and every Class B Note (but, with respect to Class B Notes only, only with respect to transfers following the transfer of the Class B Notes to an entity unaffiliated with the Originator) 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Entity 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 Sections 2.3 or 9.06 9.6 not involving any transfer. The preceding provisions If for tax or other reasons it may be necessary to track Notes (e.g., if the Notes have original issue discount or have been held by a member of this Section notwithstanding, the Issuing Entity shall not Entity’s “expanded group”, within the meaning of Treasury Regulations promulgated under Section 385 of the Code), tracking conditions (e.g., requiring that Notes be in definitive registered form) may be required by the Administrator as a condition to make and the transfer; provided however; that neither 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility duty or obligation to monitor or enforce compliance with such tracking conditions. No sale or transfer of a Retained Note may be made unless (A) the Indenture Trustee and the Depositor have received an Opinion of Counsel, with respect to the sale or transfer by the Depositor or an Affiliate thereof, to the effect that the Retained Notes to be sold or transferred will be characterized as indebtedness for any actions taken federal income tax purposes or (B) the Indenture Trustee and the Depositor have received an Opinion of Counsel that such sale or transfer shall not taken by DTCcause the Issuing Entity to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe and the Note Registrar 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 the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 . (b) Subject to the limitations on transfer set forth herein, upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity 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, . (c) 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 8-401 401(1) of the UCC are met met, the Issuing Entity 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. . (d) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. . (e) 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. (f) Any and all transfers from a Book-Entry Note to a transferee wishing to take delivery in the form of a definitive Note will require the transferee to take delivery subject to the restrictions on the transfer of such definitive Note described in the legend set forth on the face of the Note substantially in the form of Exhibit A as attached hereto (the "Legend"), and such transferee agrees that it will transfer such a Note only as provided therein and herein. No service charge such transfer shall be made to a Holder for and the Trustee shall not register any registration of such transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed unless such transfer is 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 this Section notwithstanding, the 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC2.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the registrar (the “Note Registrar Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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 for or any interest therein will not constitute or result in a period non-exempt prohibited transaction under section 406 of 15 days preceding ERISA or Section 4975 of the due date for Code or a similar violation of any payment with respect to the Note. applicable Similar Law. (g) The Indenture Trustee (in any capacity) 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 not be responsible for ascertaining whether any transfer complies with, or for otherwise monitoring or determining compliance with, the requirements or terms of any interest in any Note other than to require delivery of such certificates and other documentation the Securities Act, applicable State securities laws, ERISA or evidence as are expressly required by, and to do so the Code; except that if and when expressly a certificate is specifically required by the terms ofof this Section to be provided to the Indenture Trustee by a prospective transferor or transferee, this Indenture, the Indenture Trustee shall be under a duty to receive and to examine the same to determine substantial compliance as whether it conforms substantially on its face to form the applicable requirements of this Section. (h) Any purported transfer of a Note not in accordance with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee this Section shall have any responsibility be null and void and shall not be given effect for any actions taken or not taken by DTCpurpose whatsoever.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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. Upon Subject to the restrictions and limitations set forth below, upon surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity 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 HolderNoteholder, Notes may be exchanged for other Notes of the same Class 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 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee shall authenticate and 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 Issuing EntityIssuer, 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 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder Noteholder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuing Entity shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the 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 Issuing Entity as Note Registrar, the 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 Issuing Entity to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(a) of the UCC are met 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 requirements of Section 8-401 401(a) 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 Issuing 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 the form satisfactory attached to the Indenture Trustee form of the applicable Note duly executed by, 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, Indenture Trustee which requirements will include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) STAMP or such other “signature guarantee program” as may be determined by the Note Registrar Indenture Trustee in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act, 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 Issuing Entity, the Indenture Trustee or the Note Registrar Entity 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 Each Noteholder, by its acceptance of this Section notwithstandinga Note (and each Note Owner, the Issuing Entity shall by its acceptance of a beneficial interest in a Note) will be deemed to have represented that (x) it is not, and is not be required to make and acquiring the Note Registrar need on behalf of, or with “plan assets” (as determined under Section 3(42) of ERISA) of, an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, or a “plan” (as defined in Section 4975 of the Code) that is subject to Section 4975 of the Code, or any employee benefit plan subject to a federal, state, local or non-U.S. law similar to Title I of ERISA or Section 4975 of the Code, or (y) its acquisition and holding of the Note do not register transfers give rise to a transaction prohibited under Section 406 of ERISA or exchanges Section 4975 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. The Indenture Trustee (in any capacity) shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture Code or under any applicable similar 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 byfor which an exemption, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent all of the Indenture Trustee shall have any responsibility for any actions taken or conditions of which are satisfied, is not taken by DTCavailable.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(a) of the UCC are met the Issuing Entity 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 8-401 401(a) of the UCC are met the Issuing Entity 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 Issuing 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 attorney duly authorized in writing, with . The Indenture Trustee shall be permitted to request such evidence reasonably satisfactory to it documenting the identity and/or signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrartransferor and the transferee. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, which requirements include membership evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or participation 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 in substitution for, STAMP, all in accordance with the Exchange Actexchange. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 . 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 or transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.023.2, and if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, execute and cause the Indenture Trustee shall to authenticate one or more new Notes, in any authorized denominations, of the same class and the a like aggregate principal amount. A Noteholder shall may also obtain from the Indenture Trustee, in the name of the designated transferee or transferees, transferees one or more new Notes of the same Class Notes, in any authorized denominations, of the same Class and Tranche, as applicable, and a like aggregate principal amount. Such requirements shall not be deemed to create a duty in the Indenture Trustee to monitor the compliance by the Issuer with Section 8-401 of the UCC. At the option of the Holder, Notes of any Class or Tranche may be exchanged for other Notes of such Class or Tranche in any authorized denominations of the same Class in any authorized denominations(and Tranche, of if applicable) 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, and if the requirements of Section 8-401 401(1) of the UCC are met met, the Issuing Entity Issuer shall execute, execute and upon its written 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. Such requirements shall not be deemed to create a duty in the Indenture Trustee to monitor the compliance by the Issuer with Section 8-401 of the UCC. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this IndentureIndenture and the Series Supplement, as the Notes surrendered upon such registration of transfer or exchange. Every Unless specified in the Series Supplement, every Note presented or surrendered for registration of transfer or exchange shall shall, unless specified in the Series Supplement, be (i) duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory attached as an exhibit to the Indenture Trustee Note duly executed by, by the Holder thereof or such Holder’s 's attorney duly authorized in writing, with such signature guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, Registrar which requirements include membership or participation in the Securities Transfer Agent’s Agents Medallion Program (“STAMP”"Stamp") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMPStamp, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Note Registrar may require. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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. Notwithstanding, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The the preceding provisions of this Section notwithstandingsection, the Issuing Entity Issuer shall not be required to make make, and the Note Registrar need shall 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 NoteDistribution Date. The Indenture Trustee (in any capacity) Note Registrar 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 not register the transfer of any interest in any a Definitive Note other than unless the transferee has executed and delivered to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee a certification, in the form of EXHIBIT A hereto, to the effect that either (in any capacityi) nor any agent the transferee is not (A) an employee benefit plan (within the meaning of Section 3(3) of the Indenture Trustee Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject to Title I of ERISA or (B) a plan (within the meaning of Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code (each of the foregoing, a "Plan"), and is not acting on behalf of or investing the assets of a Plan or (ii) that the transferee's acquisition and continued holding of the Definitive Note will be covered by a prohibited transaction class exemption issued by the U.S. Department of Labor. Each Note Owner that purchases a Book-Entry Note, or to whom a Book-Entry Note is transferred, shall have any responsibility for any actions taken be deemed to represent that either (i) it is not a Plan and is not acting on behalf of or not taken investing the assets of a Plan or (ii) its acquisition and continued holding of the Book-Entry Note will be covered by DTCa prohibited transaction class exemption issued by the U.S. Department of Labor. No Holder of an Unregistered Note shall transfer its Note, unless (i) such transfer is made in accordance with Rule 144A under the Securities Act or (ii) pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available) and the registration and qualification requirements under applicable state securities laws. Each Unregistered Note issued hereunder will contain the following legend limiting sales to "Qualified Institutional Buyers" within the meaning of Rule 144A under the Securities Act: THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR REGULATORY AUTHORITY OF ANY STATE. THIS NOTE HAS BEEN OFFERED AND SOLD PRIVATELY. THE HOLDER HEREOF ACKNOWLEDGES THAT THESE SECURITIES ARE "RESTRICTED SECURITIES" THAT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF THE OBLIGORS AND ITS AFFILIATES THAT THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of all transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity 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 the office or agencyagency of the Issuer maintained as provided in Section 3.02. Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401 401(a) of the UCC are met met, the Issuing Entity Issuer shall execute, and the Indenture Trustee Trustee, without having to verify that the requirements of 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 Issuing EntityIssuer, 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation 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 in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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. The No Note, or any interest therein, may be transferred to an “employee benefit plan” within the meaning of Section 3(3) of 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, unless such transferee represents, warrants and covenants that its purchase and holding of such note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code because it will satisfy the requirements of an applicable prohibited transaction exemption (or in the case of any other plan, will not cause a non-exempt violation of any applicable law that is substantially similar to ERISA or Section 4975 of the Code). 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 relay conclusively on the same for purposes hereof. The provisions of this Section are exclusive and shall preclude (in any capacityto the extent lawful) 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 all other rights and remedies with respect to any the 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 terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCNotes.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe and the Note Registrar 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 the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 401(1) of the UCC are met the Issuing Entity 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 8-401 401(1) of the UCC are met the Issuing Entity 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 Issuing EntityIssuer, 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the Note Registrar Issuer 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 Issuing Entity 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. (a) The Issuing Entity Note Registrar shall cause maintain a note registrar (the “Note Registrar”) Register in which, subject to keep a register (the “Note Register”) in which such reasonable regulations as it may prescribe, the 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 is hereby initially shall be the 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 Issuing Entity Issuer shall promptly appoint a another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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) No transfer of any Class A-1 Note shall be made unless such resale or transfer is made (i) pursuant to an effective Registration Statement under the Securities Act, (ii) in a transaction (other than a transaction in clause (iv) below) exempt from the registration requirements of the Securities Act and applicable state and foreign securities laws, (iii) to any Affiliate of TMCC or (iv) to a Person who the transferor of such Class A-1 Note reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act and that is aware that the resale or other transfer is being made in reliance on Rule 144A or to an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act (an "Institutional Accredited Investor"). In the event that a transfer is to be made as described in clause (ii) of the preceding sentence, the prospective transferee shall deliver or cause to be delivered an Opinion of Counsel in the form and substance satisfactory to the Issuer to the effect that such transfer may be made without registration under the Securities Act or any applicable state or foreign securities laws. In the event that a transfer is to be made to an institutional accredited investor as described in clause (iv), the Indenture Trustee shall require that the transferee execute a representation letter acceptable to and in form and substance satisfactory to the Issuer certifying to the Indenture Trustee the facts surrounding such transfer, which representation shall not be an expense of the Indenture Trustee or the Servicer. In the case of a transfer under either clause (ii) or clause (iv), the Holder of a Class A-1 Note desiring to effect such transfer, shall and does hereby agree to, indemnify the Indenture Trustee, the Issuer and the Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with the Securities Act and such state and foreign securities laws. Neither the Servicer, the Issuer nor the Indenture Trustee is under any obligation to register any Class A-1 Notes under the Securities Act or any applicable state or foreign securities laws. Prospective purchasers of the Class A-1 Notes are hereby notified that the seller of any Class A-1 Notes may be relying on the exemption from the registration requirements of Section 5 of the Act provided by Rule 144A under the Act. The Class A-1 Notes, this Indenture and related documents may be amended or supplemented from time to time without the consent of any Noteholder to modify restrictions on and procedures for resale and other transfer of such Class A-1 Notes to reflect any change in applicable law or regulation (or the interpretation thereof) or practices relating to the resale or transfer of restricted securities generally. (c) Upon the proper surrender for registration of transfer of any Note at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met the Issuing Entity 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 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 Issuing Entity 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 Issuing 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 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 an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program . (“STAMP”e) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, the Indenture Trustee or the 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 transfer or exchange of Notes. (f) All Notes surrendered for 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 Issuing Entity shall not be required to make canceled 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. The Indenture Trustee (in any capacity) 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 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 subsequently destroyed by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCTrustee.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “"Note Register”") in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the "Note Registrar Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity 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 Issuing Entity Issuer as Note Registrar, the Issuing Entity 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 Issuing Entity Issuer to be maintained as provided in Section 3.02, if provided that the requirements of Section 8-401 of the UCC are met met, the Issuing Entity 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 provided that the requirements of Section 8-401 of the UCC are met (as determined by the Issuing Entity Issuer), 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 Issuing EntityIssuer, 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 an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s 's Medallion Program (“"STAMP”") or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity, Issuer or the Indenture Trustee or the 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 Issuing Entity 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. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTC.

Registration, Registration of Transfer and Exchange. The Issuing Entity Issuer shall cause a note registrar (the “Note Registrar”) to keep be kept a register (the “Note Bond Register”) in which which, subject to such reasonable regulations as it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes Environmental Control Bonds and the registration of transfers of NotesEnvironmental Control Bonds. The Indenture Trustee initially shall be the Note Registrar “Bond Registrar” for the purpose of registering Notes Environmental Control Bonds and transfers of Notes Environmental Control Bonds as herein provided. Upon any resignation of any Note Bond Registrar, the Issuing Entity 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 Trustee is appointed by the Issuing Entity Issuer as Note Bond Registrar, the Issuing Entity will Issuer shall give the Indenture 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 Trustee shall have the right to inspect the Note Bond 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 Bond Registrar by an Executive Authorized Officer thereof as to the names and addresses of the Holders of the Notes Environmental Control Bonds and the original and Outstanding principal amounts and number of such NotesEnvironmental Control Bonds. Upon surrender for registration of transfer of any Note Environmental Control Bond at the office or agency of the Issuing Entity Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401 of the UCC are met the Issuing Entity an Authorized Officer shall execute, and the Indenture Trustee shall authenticate and the Noteholder Environmental Control 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 Environmental Control Bonds in any authorized denominationsAuthorized Initial Denominations, of a like Series (and, if applicable, Tranche) and aggregate initial principal amount. At the option of the Holder, Notes Environmental Control Bonds may be exchanged for other Notes of the same Class in any authorized denominations, Environmental Control Bonds of a like Series (and, if applicable, Tranche) and aggregate initial principal amountamount in Authorized Initial Denominations, upon surrender of the Notes Environmental Control Bonds to be exchanged at such office or agency. Whenever any Notes Environmental Control Bonds are so surrendered for exchange, if the requirements of Section 8-401 of the UCC are met the Issuing Entity an Authorized Officer shall execute, and the Indenture Trustee shall authenticate and the Noteholder Environmental Control Bondholder shall obtain from the Indenture Trustee, the Notes Environmental Control Bonds which the Noteholder Environmental Control Bondholder making the exchange is entitled to receive. All Notes Environmental Control Bonds issued upon any registration of transfer or exchange of Notes Environmental Control Bonds shall be the valid obligations of the Issuing EntityIssuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes Environmental Control Bonds surrendered upon such registration of transfer or exchange. Every Note Environmental Control 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 to the applicable Series Supplement or such other form as is satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such HolderXxxxxx’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 Eligible Guarantor Institution in the Securities Transfer Agent’s Medallion Program (“STAMP”) or form set forth in such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange ActEnvironmental Control Bond. No service charge shall be made to a Holder for any registration of transfer or exchange of NotesEnvironmental Control Bonds, but the Issuing Entitybut, other than in respect of exchanges pursuant to Sections 2.04 or 2.06 not involving any transfer, the Indenture Trustee or the Note Registrar Issuer 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 transferEnvironmental Control Bonds. The preceding provisions of this Section notwithstanding, the Issuing Entity Issuer shall not be required to make make, and the Note Bond Registrar need not register register, transfers or exchanges of Notes Environmental Control Bonds selected for redemption transfers or exchanges of any Note Environmental Control 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 Note. The Indenture Trustee (in any capacity) 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 other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Indenture Trustee (in any capacity) nor any agent of the Indenture Trustee shall have any responsibility for any actions taken or not taken by DTCEnvironmental Control Bond.