Common use of REVERSE OF NOTE Clause in Contracts

REVERSE OF NOTE. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its Series 2000-1 Floating Rate Asset Backed Notes, Class A (herein called the "Class A Notes"), all issued under an Indenture, dated as of October 16, 2000 (the "Indenture"), between the Issuer and The Bank of New York, a New York banking corporation, as indenture trustee (the "Indenture Trustee", which term includes any successor trustee under the Indenture) as supplemented by the Series 2000-1 Supplement, dated as of October 16, 2000, between the Issuer and the Indenture Trustee (the "Series 2000-1 Supplement"), to which Indenture and Series 2000-1 Supplement reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Class A Notes are one of the duly authorized series of Notes of the Issuer issued and to be issued from time to time pursuant to the Indenture (collectively, as to all Notes of all such series, the "Notes"). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this Note (and each related Note Owner) by virtue of acceptance hereof (or of any interest herein) assents and by which such Person is bound. All capitalized terms used and not otherwise defined in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. Principal Amount. Upon initial issuance, this Rule 144A Global Note shall have an initial principal balance equal to the principal balance of the Class A Notes which were sold to the initial purchasers and initially resold in reliance on the exemption from registration under the Securities Act provided by Rule 144A. Such initial principal balance shall be indicated on Schedule 1 to this Rule 144A Global Note. Concurrently with the issuance of this Rule 144A Global Note, the Issuer will issue another Global Note (the "Temporary Regulation S Global Note"), the initial principal balance of which shall equal the principal amount of the Class A Notes which were sold to non-U.S. Persons in reliance on the exemption from registration under the Securities Act provided by Regulation S. Under certain circumstances, all or part of the interests in the Temporary Regulation S Global Note may be exchanged for interests in a permanent Global Note (the "Permanent Regulation S Global Note" and, together with the Temporary Regulation S Global Note, the "Regulation S Global Notes"). Upon a transfer in compliance with the requirements of the Indenture by any Note Owner holding a beneficial interest in this Rule 144A Global Note of all or a portion of such beneficial interest to a non-U.S. Person who will hold such beneficial interest through either Regulation S Global Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest in this Rule 144A Global Note and shall become an interest in the applicable Regulation S Global Note. Similarly, upon a transfer in compliance with the requirements of the Series 2000-1 Supplement by any Note Owner holding a beneficial interest in a Regulation S Global Note of all or a portion of such beneficial interest to a Person who will hold such beneficial interest through this Rule 144A Global Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest in such Regulation S Global Note and shall become an interest in this Rule 144A Global Note. In either such case, the Issuer shall procure that the principal amount of this Rule 144A Global Note and of the Regulation S Global Note is increased or decreased appropriately and that the remaining principal balance of this Rule 144A Global Note is noted on Schedule 1 hereto, whereupon the principal amount of this Rule 144A Global Note shall be as most recently so noted.

REVERSE OF NOTE. This Note is one of a duly authorized issue of Notes securities of the Issuer, designated as its Series 2000-1 Floating Rate Asset Backed Notes, Class A Company (herein called the "Class A “Notes"”), all issued and to be issued in one or more series under an Indenture (the “Original Indenture”), dated as of October 16March 11, 2000 (the "Indenture")2016, between the Issuer Company and The Deutsche Bank of New York, a New York banking corporationTrust Company Americas, as indenture trustee Trustee (herein called the "Indenture “Trustee"”, which term includes any successor trustee under the Indenture) trustee), as amended and supplemented by the Series 2000-1 SupplementSupplemental Indenture No. 1, dated as of October 16March 11, 20002016, between the Issuer Company and the Indenture Trustee (“Supplemental Indenture No. 1”; the "Series 2000-1 Supplement"Original Indenture, as so amended and supplemented, the “Base Indenture”) and as further supplemented by Supplemental Indenture No. 2, dated as of March 11, 2016, between the Company and the Trustee (“Supplemental Indenture No. 2,”; the Base Indenture as so further supplemented, the “Indenture”), to which Indenture and Series 2000-1 Supplement reference is hereby made for a statement of the respective rights rights, limitations of rights, duties and obligations immunities thereunder of the IssuerCompany, the Indenture Trustee and the NoteholdersHolders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Class A Notes are This Note is one of the duly authorized series of Notes of designated on the Issuer issued and face hereof, initially limited in aggregate principal amount to be issued from time to time pursuant to the Indenture (collectively, as to all Notes of all such series, the "Notes"). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this Note (and each related Note Owner) by virtue of acceptance hereof (or of any interest herein) assents and by which such Person is bound€500,000,000. All capitalized terms used and not otherwise defined in this Note that are defined in the Indenture shall have the meanings meaning assigned to them in or pursuant to the Indenture. Principal Amountof, premium, if any, and interest on the Notes will be payable at the office of the Paying Agent or, at the Company’s option, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes deposited with, or on behalf of, a common depositary, and registered in the name of the nominee of the common depositary for the accounts of Clearstream and Euroclear will be made through the facilities of the common depositary. Upon initial issuanceThe Company undertakes that, this Rule 144A Global Note to the extent permitted by law, the Company will maintain a Paying Agent in a Member State of the European Union (if any) that will not require withholding or deduction of tax pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced to conform to, such European Council Directive. The Paying Agent, transfer agent and Security Registrar with respect to the Notes shall initially be the Trustee. The Notes shall be issuable in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. All payments of interest and principal on the Notes, including payments made upon any redemption of the Notes, will be payable in euros. If the euro is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control or if the euro is no longer being used by the then member states of the European Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the international banking community, then all payments in respect of the Notes will be made in U.S. dollars until the euro is again available to the Company or so used. The amount payable on any date in euros will be converted into U.S. dollars on the basis of the most recently available Market Exchange Rate for the euro. The Market Exchange Rate most recently available on, or prior to, the second Business Day before the relevant determination date will be the basis for determining the equivalent of euro in the currency of the United States for any purpose under the Indenture, including for purposes of the definition of “outstanding” in Section 1.01 of the Indenture. Any payment in respect of the Notes so made in U.S. dollars will not constitute an Event of Default under the Notes or the Indenture. Neither the Trustee nor the Paying Agent shall have an initial principal balance any responsibility for any calculation or conversion in connection with the foregoing. The Notes of this series are not entitled to the benefit of any sinking fund. At any time prior to December 11, 2022, the Company shall have the right at its option to redeem the Notes, as a whole or in part, at a redemption price (the “Make-Whole Redemption Price”) equal to the principal balance of the Class A Notes which were sold to the initial purchasers and initially resold in reliance on the exemption from registration under the Securities Act provided by Rule 144A. Such initial principal balance shall be indicated on Schedule 1 to this Rule 144A Global Note. Concurrently with the issuance of this Rule 144A Global Note, the Issuer will issue another Global Note (the "Temporary Regulation S Global Note"), the initial principal balance of which shall equal the principal amount of the Class A Notes which were sold to non-U.S. Persons in reliance on the exemption from registration under the Securities Act provided by Regulation S. Under certain circumstances, all or part of the interests in the Temporary Regulation S Global Note may be exchanged for interests in a permanent Global Note (the "Permanent Regulation S Global Note" and, together with the Temporary Regulation S Global Note, the "Regulation S Global Notes"). Upon a transfer in compliance with the requirements of the Indenture by any Note Owner holding a beneficial interest in this Rule 144A Global Note of all or a portion of such beneficial interest to a non-U.S. Person who will hold such beneficial interest through either Regulation S Global Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest in this Rule 144A Global Note and shall become an interest in the applicable Regulation S Global Note. Similarly, upon a transfer in compliance with the requirements of the Series 2000-1 Supplement by any Note Owner holding a beneficial interest in a Regulation S Global Note of all or a portion of such beneficial interest to a Person who will hold such beneficial interest through this Rule 144A Global Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest in such Regulation S Global Note and shall become an interest in this Rule 144A Global Note. In either such case, the Issuer shall procure that the principal amount of this Rule 144A Global Note and of the Regulation S Global Note is increased or decreased appropriately and that the remaining principal balance of this Rule 144A Global Note is noted on Schedule 1 hereto, whereupon the principal amount of this Rule 144A Global Note shall be as most recently so noted.greater of:

REVERSE OF NOTE. This Note is one of a duly authorized issue of Notes securities of the Issuer, designated as its Series 2000-1 Floating Rate Asset Backed Notes, Class A Issuer (herein called the "Class A “Notes"”), all issued and to be issued in one or more series under an Indenture (the “Base Indenture”), dated as of October 16December 10, 2000 (the "Indenture")2009, between the Issuer and The Deutsche Bank of New York, a New York banking corporationTrust Company Americas, as indenture trustee Trustee (herein called the "Indenture “Trustee"”, which term includes any successor trustee under the Indenture) trustee), as amended and supplemented by the Series 2000-1 SupplementFirst Supplemental Indenture, dated as of October 16December 10, 20002009, between among the Issuer Issuer, CIT Group Inc., a corporation organized and existing under the laws of Delaware (the “Company”), the guarantors named therein, including the Company (the “Guarantors”) and the Indenture Trustee (the "Series 2000-1 Supplement"“Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which Indenture and Series 2000-1 Supplement reference is hereby made for a statement of the respective rights rights, limitations of rights, duties and obligations immunities thereunder of the Issuer, the Indenture Company, the Guarantors, the Trustee and the Noteholdersholders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Class A Notes are This Note is one of the duly authorized series of Notes of designated on the Issuer issued and face hereof, limited in aggregate principal amount to be issued from time to time pursuant to the Indenture (collectively, as to all Notes of all such series, the "Notes"). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this Note (and each related Note Owner) by virtue of acceptance hereof (or of any interest herein) assents and by which such Person is bound$[ ]. All capitalized terms used and not otherwise defined in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. Principal Amount. Upon initial issuanceThe Issuer may, at its option, redeem the Notes of this Rule 144A Global series in whole or in part, on or after January 1, 2010, at a price per Note shall have an initial principal balance equal to the principal balance redemption price as set forth in the Indenture. Except as set forth in this paragraph and in Article 3 and Section 7.15 of the Class A Notes which were sold to the initial purchasers and initially resold in reliance on the exemption from registration under the Securities Act provided by Rule 144A. Such initial principal balance shall be indicated on Schedule 1 to this Rule 144A Global Note. Concurrently with the issuance of this Rule 144A Global NoteSupplemental Indenture, the Issuer will issue another Global Note (may not redeem the "Temporary Regulation S Global Note")Notes at its option prior to the Maturity Date. The Issuer is obligated to offer to repurchase the Notes in connection with certain Asset Sales or a Change of Control, as described in the Indenture. The Notes are not entitled to the benefit of any sinking fund. If an Event of Default with respect to Notes shall occur and be continuing, the initial principal balance of which shall equal the Notes of this series may become or may be declared due and payable in the manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the entry into one or more supplemental indentures for purposes of amending or modifying the rights and obligations of the Issuer and the rights of the holders of the Notes under the Indenture at any time by the Issuer and the Trustee with the consent of the holders of a majority in principal amount of the Class A Notes which were sold to non-U.S. Persons at the time Outstanding. The Indenture also contains provisions permitting the holders of specified percentages in reliance on the exemption from registration under the Securities Act provided by Regulation S. Under certain circumstances, all or part principal amount of the interests in Notes at the Temporary Regulation S Global Note may be exchanged for interests in a permanent Global Note (time Outstanding, on behalf of the "Permanent Regulation S Global Note" andholders of all Notes, together to waive compliance by the Issuer with the Temporary Regulation S Global Note, the "Regulation S Global Notes"). Upon a transfer in compliance with the requirements certain provisions of the Indenture and certain past defaults under the Indenture and the consequences thereof. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note Owner holding a beneficial interest issued upon the registration of transfer hereof or in this Rule 144A Global Note of all exchange herefor or a portion in lieu hereof, whether or not notation of such beneficial interest to a non-U.S. Person who will hold such beneficial interest through either Regulation S Global consent or waiver is made upon this Note. Notes are issuable only in registered form without coupons in the denominations specified in the Indenture and any integral multiple in excess thereof, except as provided in Section 2.3 of the Supplemental Indenture. Except as provided in Section 2.4 of the Supplemental Indenture, the Notes shall be issued in fully registered, certificated form, bearing identical terms. Principal of and interest on the Notes shall be payable, the transfer of such Notes shall be registrable, and such Notes shall be exchangeable for Notes of a like aggregate principal amount represented bearing identical terms and provisions, at the office or agency of the Issuer maintained for such purpose in the Borough of Manhattan, The City of New York. No service charge shall be made for any registration of transfer or exchange of the Notes, but the Issuer may require payment from the holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The payment of principal of, premium, if any, and interest on this Note is expressly subordinated, to the extent and in the manner provided in the Indenture, to the Senior Debt. The obligations of the Issuer under the Note have been guaranteed by such transferred beneficial interest shall cease the Guarantors to be an interest the extent and as is provided in this Rule 144A Global the Indenture. The obligations of the Issuer under the Indenture and the Notes, and of the Guarantors under the Note and shall become an Guarantees, have been secured by a second-priority security interest in the applicable Regulation S Global NoteCollateral to the extent and as provided in the Indenture. Similarly, upon a transfer in compliance with the requirements The Trustee and any agent of the Series 2000-1 Supplement by any Issuer or the Trustee may treat the Person in whose name this Note Owner holding a beneficial interest in a Regulation S Global is registered as the owner hereof for all purposes, whether or not this Note of all or a portion of such beneficial interest to a Person who will hold such beneficial interest through this Rule 144A Global Noteis overdue, and neither the Issuer, the principal amount represented Trustee nor any such agent shall be affected by such transferred beneficial interest shall cease notice to be an interest in such Regulation S Global Note and shall become an interest in this Rule 144A Global Notethe contrary. The Notes are not savings accounts or deposits with CIT Bank or any other Subsidiary of the Company nor are they insured by the United States Federal Deposit Insurance Corporation or by the United States or any agency or fund of the United States. In either such caseaddition, the Issuer shall procure that Notes are not obligations of, or Guaranteed by, any Regulated Subsidiaries or any other Unrestricted Subsidiaries of the principal amount Company. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE. ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Note to: (Insert assignee’s social security or tax identification number) (Insert address and zip code of assignee) and irrevocably appoints agent to transfer this Note on the books of the Issuer. The agent may substitute another to act for him or her. Date: Signature: Signature Guarantee: (Sign exactly as your name appears on the other side of this Rule 144A Global Note and Note) OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 3.3 or 3.4 of the Regulation S Global Note is increased or decreased appropriately and that Indenture, check the remaining principal balance box: o If you want to elect to have only part of this Rule 144A Global Note is noted on Schedule 1 heretoSecurity purchased by the Company pursuant to Section 3.3 or 3.4 of the Indenture, whereupon state the amount in principal amount of this Rule 144A Global Note shall be as most recently so noted.amount: $ Dated: Your Signature:

REVERSE OF NOTE. This Note Security is one of a duly authorized issue of Notes securities of the Issuer, designated as its Series 2000-1 Floating Rate Asset Backed Notes, Class A Company (herein called the "Class A “Notes"”), all issued and to be issued in one or more series under an Indenture, dated as of October 16February 4, 2000 2014 (herein called the "“Base Indenture"”), between the Issuer Company and The U.S. Bank of New York, a New York banking corporationNational Association, as indenture trustee Trustee, herein called the “Trustee” (the "Indenture Trustee", which term includes any successor trustee under the Indenture) Indenture (as supplemented by the Series 2000-1 Supplement, dated as of October 16, 2000, between the Issuer and the Indenture Trustee (the "Series 2000-1 Supplement"defined below)), to which Indenture (as defined below) and Series 2000-1 Supplement all indentures supplemental thereto reference is hereby made for a statement of the respective rights rights, limitations of rights, obligations, duties and obligations immunities thereunder of the IssuerCompany, the Indenture Trustee and the NoteholdersHolders and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Class A terms of the Notes include the covenants and terms established by the First Supplemental Indenture, dated as of February 4, 2014, among the Company and the Trustee (the “First Supplemental Indenture”, and as such First Supplemental Indenture amends and supplements the Base Indenture, the “Indenture”), pursuant to the authority granted under the Indenture (such terms and covenants shall be referred to herein collectively with the terms and covenants set out in the Indenture that are applicable to the Notes as the “Indenture Terms”). Defined terms used herein that are not otherwise defined shall have the meanings given such terms in the Indenture Terms. This Note is one of the duly authorized series designated on the face hereof, which series has an initial aggregate principal amount of $201,250,000. The Company may subsequently issue additional notes as part of this series of Notes under the Indenture; provided that if such additional notes are not fungible with the Notes initially issued under the Indenture for U.S. federal income tax purposes, such additional Notes will have a separate CUSIP number. In the event of any conflict between the terms of the Issuer issued Notes and to be issued from time to time pursuant to the Indenture (collectively, as to all Notes terms of all such seriesthe Indenture, the "Notes"). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this Note (and each related Note Owner) by virtue of acceptance hereof (or of any interest herein) assents and by which such Person is bound. All capitalized terms used and not otherwise defined in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. Principal Amount. Upon initial issuance, this Rule 144A Global Note shall have an initial principal balance equal to the principal balance of the Class A Notes which were sold to the initial purchasers and initially resold in reliance on the exemption from registration under the Securities Act provided by Rule 144A. Such initial principal balance shall be indicated on Schedule 1 to this Rule 144A Global Note. Concurrently with the issuance of this Rule 144A Global Note, the Issuer will issue another Global Note (the "Temporary Regulation S Global Note"), the initial principal balance of which shall equal the principal amount of the Class A Notes which were sold to non-U.S. Persons in reliance on the exemption from registration under the Securities Act provided by Regulation S. Under certain circumstances, all or part of the interests in the Temporary Regulation S Global Note may be exchanged for interests in a permanent Global Note (the "Permanent Regulation S Global Note" and, together with the Temporary Regulation S Global Note, the "Regulation S Global Notes"). Upon a transfer in compliance with the requirements of the Indenture by any Note Owner holding a beneficial interest in this Rule 144A Global Note of all or a portion of such beneficial interest to a non-U.S. Person who will hold such beneficial interest through either Regulation S Global Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest in this Rule 144A Global Note and shall become an interest in the applicable Regulation S Global Note. Similarly, upon a transfer in compliance with the requirements of the Series 2000-1 Supplement by any Note Owner holding a beneficial interest in a Regulation S Global Note of all or a portion of such beneficial interest to a Person who will hold such beneficial interest through this Rule 144A Global Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest in such Regulation S Global Note and shall become an interest in this Rule 144A Global Note. In either such case, the Issuer shall procure that the principal amount of this Rule 144A Global Note and of the Regulation S Global Note is increased or decreased appropriately and that the remaining principal balance of this Rule 144A Global Note is noted on Schedule 1 hereto, whereupon the principal amount of this Rule 144A Global Note shall be as most recently so notedcontrol.

REVERSE OF NOTE. This Note Security is one of a duly authorized issue of Notes securities of the Issuer, designated as its Series 2000-1 Floating Rate Asset Backed Notes, Class A Company (herein called the "Class A Notes"“Securities”), all issued under an and to be issued in one or more series pursuant to the Junior Subordinated Indenture, dated as of October 16June 11, 2000 (the "Indenture")2014, between the Issuer Company and The U.S. Bank of New York, a New York banking corporationNational Association (herein called the “Trustee”) (the “Base Indenture”), as indenture trustee (the "supplemented and amended by a First Supplemental Indenture Trustee", which term includes any successor trustee under the Indenture) as supplemented by the Series 2000-1 Supplement, dated as of October 16June 11, 2000, 2014 by and between the Issuer Company and the Indenture Trustee (the "Series 2000-1 Supplement"“First Supplemental Indenture” and together with the Base Indenture, as it may be hereafter supplemented or amended from time to time, the “Indenture”), to which Indenture and Series 2000-1 Supplement reference . Reference is hereby made to the Indenture for a statement of the respective rights rights, limitations of rights, duties and obligations immunities thereunder of the IssuerCompany, the Indenture Trustee and the NoteholdersHolders (the word “Holder” or “Holders” meaning the registered holder or registered holders) of the Notes. The Class A Notes are This Security is one of the duly authorized series of Notes of designated on the Issuer issued face hereof (the “Series A Notes”) which is limited in aggregate principal amount to $143,750,000. Capitalized terms used herein but not defined herein shall have the respective meanings assigned thereto in the Indenture. As provided in and subject to be issued the provisions in the Indenture, if there has been a Failed Final Remarketing, the Company may, at its option, redeem the Series A Notes, in whole or in part, from time to time pursuant on or after April 1, 2019, at a price equal to the Redemption Price, in accordance with Article III of the Base Indenture (collectivelyand Article III of the First Supplemental Indenture. The Series A Notes shall be remarketed as provided in the First Supplemental Indenture. In connection with a Successful Remarketing, the Remarketing Agent, in consultation with the Company, may reset the interest rate. Following any Successful Remarketing of the Series A Notes, the interest will be payable semi-annually, on April 1 and October 1 of each year, the Series A Notes will cease to be redeemable at the Company’s option and the Company will cease to have the ability to defer interest payments on the Series A Notes. Pursuant to the First Supplemental Indenture, if there has not been a Successful Remarketing prior to the end of the Final Remarketing Period, Holders of the Series A Notes will have the right to require the Company to purchase such Series A Notes for cash on the Purchase Contract Settlement Date at a price per Series A Note to be purchased equal to the principal amount of the applicable Series A Note. The Series A Notes are not subject to the operation of any sinking fund and, except as set forth in the First Supplemental Indenture, are not repayable at the option of a Holder thereof prior to the Stated Maturity. In the case an Event of Default, as to all Notes defined in the Indenture, shall have occurred and be continuing, the principal of all of the Series A Notes may be declared, and upon such seriesdeclaration shall become, due and payable, in the "Notes"). The Notes are governed by manner, with the effect and subject to all terms the conditions provided in the Indenture. Prior to the Purchase Contract Settlement Date, the provisions of Section 12.5 of the Base Indenture (which terms are incorporated herein shall not apply to the Series A Notes. The Company will not pay any additional amounts to any Holder who is not a United States person in respect of any tax, assessment or governmental charge. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and made the modification of the rights and obligations of the Company and the rights of the Holders of the Series A Notes by the Company and the Trustee with the consent of the Holders of not less than a part hereof)majority in principal amount of the Series A Notes outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Series A Notes at the time outstanding, on behalf of the Holders of all outstanding Series A Notes, to which waive compliance by the Company with certain provisions of the Indenture, and contains provisions permitting the Holders of specified percentages in principal amount in certain instances of the outstanding Series A Notes, to waive on behalf of all of the Holders of Series A Notes, certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (shall be conclusive and each related binding upon such Holder and upon all future Holders of this Note Owner) and of any Series A Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. As provided in and subject to the provisions of the Indenture, no Holder of Series A Notes shall have any right by virtue of acceptance hereof (or by availing of any interest hereinprovision of the Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof, as provided in the Indenture, and unless also the Holders of not less than a majority in principal amount of all the Securities at the time outstanding (considered as one class) assents shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee under the Indenture and shall have offered to the Trustee such reasonable security or indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have declined to institute any such action, suit or proceeding and no direction inconsistent with such written request shall have been given to the Trustee pursuant to Section 6.6 of the Base Indenture; it being understood and intended, and being expressly covenanted by which the taker and Holder of every Series A Note with every other taker and Holder and the Trustee, that no one or more Holders of Series A Notes shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the Holders of any other of such Person is boundSecurities, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under the Indenture, except in the manner therein provided and for the equal, ratable and common benefit of all Holders of Securities. All capitalized terms used For the protection and not otherwise defined enforcement of the provisions of Section 6.4 of the Base Indenture, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in this Note that are defined equity. Nothing contained in the Indenture is intended to or shall have impair, as between the meanings assigned Company and the Holders of the Series A Notes, the obligation of the Company, which is absolute and unconditional, to them pay to such Holders the principal of and interest on such Series A Notes when, where and as the same shall become due and payable, all in accordance with the terms of the Series A Notes, or pursuant is intended to or shall affect the relative rights of such Holders and creditors of the Company other than the holders of the Priority Indebtedness of the Company, nor shall anything herein or therein prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the Indenture. Principal Amount. Upon initial issuancerights, this Rule 144A Global Note shall have an initial principal balance equal to the principal balance if any, under Article XIV of the Class A Notes which were sold Base Indenture of the holders of Priority Indebtedness of the Company in respect of cash, property, or securities of the Company received upon the exercise of any such remedy. As provided in the Indenture and subject to certain limitations therein set forth, the initial purchasers and initially resold in reliance on the exemption from registration under the Securities Act provided by Rule 144A. Such initial principal balance shall be indicated on Schedule 1 to this Rule 144A Global Note. Concurrently with the issuance transfer of this Rule 144A Global Note, the Issuer will issue another Global Note (the "Temporary Regulation S Global Note"), the initial principal balance of which shall equal the principal amount of the Class A Notes which were sold to non-U.S. Persons in reliance on the exemption from registration under the Securities Act provided by Regulation S. Under certain circumstances, all or part of the interests in the Temporary Regulation S Global Note may be registered on the Register of the Series A Notes upon surrender of this Note for registration of transfer at the offices maintained by the Company or its agent for such purpose, duly endorsed by the Holder hereof or his attorney duly authorized in writing, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities registrar duly executed by the Holder hereof or his attorney duly authorized in writing, but without payment of any charge other than a sum sufficient to reimburse the Company for any tax or other governmental charge incident thereto. Upon any such registration of transfer, a new Series A Note or Notes of authorized denomination or denominations for the same aggregate principal amount will be issued to the transferee in exchange herefor. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Pursuant to the First Supplemental Indenture, Series A Notes corresponding to Applicable Ownership Interests in Series A Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be initially issued as Global Notes. Except upon recreation of Corporate Units and except as otherwise provided in the Indenture, Series A Notes represented by Global Notes will not be exchangeable for, and will not otherwise be issuable as, Series A Notes in certificated form. Unless and until such Global Notes are exchanged for interests Series A Notes in certificated form, Global Notes may be transferred, in whole but not in part, and any payments on the Series A Notes shall be made, only to the Depositary or a permanent Global Note (the "Permanent Regulation S Global Note" and, together with the Temporary Regulation S Global Note, the "Regulation S Global Notes"). Upon a transfer in compliance with the requirements nominee of the Indenture Depositary, or to a successor Depositary selected or approved by any the Company or to a nominee of such successor Depositary. By acceptance of this Note Owner holding or a beneficial interest in this Rule 144A Global Note of all or Note, each Holder hereof and any Person acquiring a portion of such beneficial interest herein, for United States federal, state and local tax purposes, agrees to a non-U.S. Person who will hold treat this Note as indebtedness and to take other positions for such beneficial interest through either Regulation S Global tax purposes as set forth in the First Supplemental Indenture. Prior to due presentment for registration of transfer of this Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest in this Rule 144A Global Note Company, the Trustee, and shall become an interest in the applicable Regulation S Global Note. Similarly, upon a transfer in compliance with the requirements any agent of the Series 2000-1 Supplement by any Note Owner holding a beneficial interest Company or the Trustee may deem and treat the person in a Regulation S Global Note of all or a portion of such beneficial interest to a Person who will hold such beneficial interest through whose name this Rule 144A Global Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest in such Regulation S Global Note and shall become an interest in this Rule 144A Global Note. In either such case, the Issuer shall procure that the principal amount of this Rule 144A Global Note and of the Regulation S Global Note is increased or decreased appropriately and that the remaining principal balance of this Rule 144A Global Note is noted on Schedule 1 hereto, whereupon the principal amount of this Rule 144A Global Note shall be registered upon the Register of the Notes of this series as most recently so notedthe absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment of or on account of the principal hereof and, subject to the provisions on the face hereof, interest due hereon and for all other purposes; and neither the Company nor the Trustee nor any such agent shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or interest on this Note, or for any claim based hereon or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer, director or employee, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as a part of the consideration for the issue hereof, expressly waived and released. This Note shall be governed by the laws of the State of New York, and for all purposes shall be construed in accordance with the laws of said State (without regard to the conflicts of law principles thereof).

REVERSE OF NOTE. This Note Security is one of a duly authorized issue of Notes securities of the Issuer, designated as its Series 2000-1 Floating Rate Asset Backed Notes, Class A Company (herein called the "Class A Notes"“Securities”), all issued under an Indentureand to be issued in one or more series pursuant to the Junior Subordinated Indenture II, dated as of October 16June 1, 2000 (the "Indenture")2006, as heretofore supplemented and amended, between the Issuer Company and The Bank of New YorkYork Mellon (successor to JPMorgan Chase Bank, a New York banking corporationN.A.) (herein called the “Original Trustee”), as indenture trustee supplemented and amended by the Third Supplemental and Amending Indenture dated as of June 1, 2009 (as so amended, the "“Base Indenture”), by and among the Company, the Original Trustee and Deutsche Bank Trust Company Americas, as Series Trustee, as further supplemented and amended by a Fifth Supplemental Indenture dated as of June 1, 2013 by and between the Company and Deutsche Bank Trust Company Americas, as Trustee of the series of Securities established thereby (herein called the “Series Trustee", ,” which term includes any successor series trustee for the Series B Notes under the Indenture) as supplemented by the Series 2000-1 Supplement, dated as of October 16, 2000, between the Issuer and the Indenture Trustee (the "Series 2000-1 Supplement"“Fifth Supplemental Indenture” and together with the Base Indenture, as it may be hereafter supplemented or amended from time to time, the “Indenture”), to which Indenture and Series 2000-1 Supplement reference . Reference is hereby made to the Indenture for a statement of the respective rights rights, limitations of rights, duties and obligations immunities thereunder of the IssuerCompany, the Indenture Original Trustee, the Series Trustee and the NoteholdersHolders (the word “Holder” or “Holders” meaning the registered holder or registered holders) of the Notes. The Class A Notes are This Security is one of the duly authorized series designated on the face hereof (the “Series B Notes”) which is limited in aggregate principal amount to $500,000,000 (as increased by an aggregate principal amount equal to the aggregate stated amount of Notes Corporate Units with respect to which the underwriters of the Issuer issued Corporate Units of which the Series B Notes are a part exercise their overallotment option). Capitalized terms used herein but not defined herein shall have the respective meanings assigned thereto in the Indenture. As provided in and subject to be issued the provisions in the Indenture, if there has been a Failed Final Remarketing, the Company may, at its option, redeem the Series B Notes, in whole or in part, from time to time pursuant on or after July 1, 2018, at a price equal to the Redemption Price, in accordance with Article III of the Base Indenture (collectivelyand Article III of the Fifth Supplemental Indenture. The Series B Notes shall be remarketed as provided in the Fifth Supplemental Indenture. In connection with a Successful Remarketing, the Remarketing Agent, in consultation with the Company, may reset the interest rate. Following any Successful Remarketing of the Series B Notes, the interest will be payable semi-annually, on April 1 and October 1 of each year, the Series B Notes will cease to be redeemable at the Company’s option and the Company will cease to have the ability to defer interest payments on the Series B Notes. Pursuant to the Fifth Supplemental Indenture, if there has not been a Successful Remarketing prior to the end of the Final Remarketing Period, Holders of the Series B Notes will have the right to require the Company to purchase such Series B Notes for cash on the Purchase Contract Settlement Date at a price per Series B Note to be purchased equal to the principal amount of the applicable Series B Note. The Series B Notes are not subject to the operation of any sinking fund and, except as set forth in the Fifth Supplemental Indenture, are not repayable at the option of a Holder thereof prior to the Stated Maturity. In the case an Event of Default, as to all Notes defined in the Indenture, shall have occurred and be continuing, the principal of all of the Series B Notes may be declared, and upon such seriesdeclaration shall become, due and payable, in the "Notes"). The Notes are governed by manner, with the effect and subject to all terms the conditions provided in the Indenture. Prior to the Purchase Contract Settlement Date, the provisions of Section 12.5 of the Base Indenture (which terms are incorporated herein shall not apply to the Series B Notes. The Company will not pay any additional amounts to any Holder who is not a United States person in respect of any tax, assessment or governmental charge. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and made the modification of the rights and obligations of the Company and the rights of the Holders of the Series B Notes by the Company and the Series Trustee with the consent of the Holders of not less than a part hereof)majority in principal amount of the Series B Notes outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Series B Notes at the time outstanding, on behalf of the Holders of all outstanding Series B Notes, to which waive compliance by the Company with certain provisions of the Indenture, and contains provisions permitting the Holders of specified percentages in principal amount in certain instances of the outstanding Series B Notes, to waive on behalf of all of the Holders of Series B Notes, certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (shall be conclusive and each related binding upon such Holder and upon all future Holders of this Note Owner) and of any Series B Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. As provided in and subject to the provisions of the Indenture, no Holder of Series B Notes shall have any right by virtue of acceptance hereof (or by availing of any interest hereinprovision of the Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Series Trustee written notice of an Event of Default and of the continuance thereof, as provided in the Indenture, and unless also the Holders of not less than a majority in principal amount of all the Securities at the time outstanding (considered as one class) assents shall have made written request upon the Series Trustee to institute such action, suit or proceeding in its own name as Series Trustee under the Indenture and shall have offered to the Series Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Series Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding and no direction inconsistent with such written request shall have been given to the Series Trustee pursuant to Section 6.6 of the Base Indenture; it being understood and intended, and being expressly covenanted by which the taker and Holder of every Series B Note with every other taker and Holder and the Series Trustee, that no one or more Holders of Series B Notes shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the Holders of any other of such Person is boundSecurities, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under the Indenture, except in the manner therein provided and for the equal, ratable and common benefit of all Holders of Securities. All capitalized terms used For the protection and not otherwise defined enforcement of the provisions of Section 6.4 of the Base Indenture, each and every Securityholder and the Series Trustee shall be entitled to such relief as can be given either at law or in this Note that are defined equity. Nothing contained in the Indenture is intended to or shall have impair, as between the meanings assigned Company and the Holders of the Series B Notes, the obligation of the Company, which is absolute and unconditional, to them pay to such Holders the principal of and interest on such Series B Notes when, where and as the same shall become due and payable, all in accordance with the terms of the Series B Notes, or pursuant is intended to or shall affect the relative rights of such Holders and creditors of the Company other than the holders of the Priority Indebtedness of the Company, nor shall anything herein or therein prevent the Series Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the Indenture. Principal Amount. Upon initial issuancerights, this Rule 144A Global Note shall have an initial principal balance equal to the principal balance if any, under Article XIV of the Class A Notes which were sold Base Indenture of the holders of Priority Indebtedness of the Company in respect of cash, property, or securities of the Company received upon the exercise of any such remedy. As provided in the Indenture and subject to certain limitations therein set forth, the initial purchasers and initially resold in reliance on the exemption from registration under the Securities Act provided by Rule 144A. Such initial principal balance shall be indicated on Schedule 1 to this Rule 144A Global Note. Concurrently with the issuance transfer of this Rule 144A Global Note, the Issuer will issue another Global Note (the "Temporary Regulation S Global Note"), the initial principal balance of which shall equal the principal amount of the Class A Notes which were sold to non-U.S. Persons in reliance on the exemption from registration under the Securities Act provided by Regulation S. Under certain circumstances, all or part of the interests in the Temporary Regulation S Global Note may be registered on the Register of the Series B Notes upon surrender of this Note for registration of transfer at the offices maintained by the Company or its agent for such purpose, duly endorsed by the Holder hereof or his attorney duly authorized in writing, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities registrar duly executed by the Holder hereof or his attorney duly authorized in writing, but without payment of any charge other than a sum sufficient to reimburse the Company for any tax or other governmental charge incident thereto. Upon any such registration of transfer, a new Series B Note or Notes of authorized denomination or denominations for the same aggregate principal amount will be issued to the transferee in exchange herefor. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Pursuant to the Fifth Supplemental Indenture, Series B Notes corresponding to Applicable Ownership Interests in Series B Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be initially issued as Global Notes. Except upon recreation of Corporate Units and except as otherwise provided in the Indenture, Series B Notes represented by Global Notes will not be exchangeable for, and will not otherwise be issuable as, Series B Notes in certificated form. Unless and until such Global Notes are exchanged for interests Series B Notes in certificated form, Global Notes may be transferred, in whole but not in part, and any payments on the Series B Notes shall be made, only to the Depository or a permanent Global Note (the "Permanent Regulation S Global Note" and, together with the Temporary Regulation S Global Note, the "Regulation S Global Notes"). Upon a transfer in compliance with the requirements nominee of the Indenture Depository, or to a successor Depository selected or approved by any the Company or to a nominee of such successor Depository. By acceptance of this Note Owner holding or a beneficial interest in this Rule 144A Global Note of all or Note, each Holder hereof and any Person acquiring a portion of such beneficial interest herein, for United States federal, state and local tax purposes, agrees to a non-U.S. Person who will hold treat this Note as indebtedness and to take other positions for such beneficial interest through either Regulation S Global tax purposes as set forth in the Fifth Supplemental Indenture. Prior to due presentment for registration of transfer of this Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest in this Rule 144A Global Note Company, the Series Trustee, and shall become an interest in the applicable Regulation S Global Note. Similarly, upon a transfer in compliance with the requirements any agent of the Company or the Series 2000-1 Supplement by any Note Owner holding a beneficial interest Trustee may deem and treat the person in a Regulation S Global Note of all or a portion of such beneficial interest to a Person who will hold such beneficial interest through whose name this Rule 144A Global Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest in such Regulation S Global Note and shall become an interest in this Rule 144A Global Note. In either such case, the Issuer shall procure that the principal amount of this Rule 144A Global Note and of the Regulation S Global Note is increased or decreased appropriately and that the remaining principal balance of this Rule 144A Global Note is noted on Schedule 1 hereto, whereupon the principal amount of this Rule 144A Global Note shall be registered upon the Register of the Notes of this series as most recently so notedthe absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment of or on account of the principal hereof and, subject to the provisions on the face hereof, interest due hereon and for all other purposes; and neither the Company nor the Series Trustee nor any such agent shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or interest on this Note, or for any claim based hereon or otherwise in respect hereof, or based on or in respect of the Indenture, against any stockholder, officer, director or employee, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as a part of the consideration for the issue hereof, expressly waived and released. This Note shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by, and construed in accordance with, the laws of said State.

REVERSE OF NOTE. This Note is one of a duly authorized issue of Notes securities of the Issuer, designated as its Series 2000-1 Floating Rate Asset Backed Notes, Class A Company (herein called the "Class A “Notes"”), all issued and to be issued in one or more series under an Indenture (the “Base Indenture”), dated as of October 16December 10, 2000 (the "Indenture")2009, between the Issuer Company and The Deutsche Bank of New York, a New York banking corporationTrust Company Americas, as indenture trustee Trustee (herein called the "Indenture “Trustee"”, which term includes any successor trustee under the Indenture) trustee), as amended and supplemented by the Series 2000-1 SupplementFirst Supplemental Indenture, dated as of October 16December 10, 20002009, between among the Issuer Company, the guarantors named therein (the “Guarantors”) and the Indenture Trustee (the "Series 2000-1 Supplement"“Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which Indenture and Series 2000-1 Supplement reference is hereby made for a statement of the respective rights rights, limitations of rights, duties and obligations immunities thereunder of the IssuerCompany, the Indenture Guarantors, the Trustee and the Noteholdersholders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Class A Notes are This Note is one of the duly authorized series of Notes of designated on the Issuer issued and face hereof, limited in aggregate principal amount to be issued from time to time pursuant to the Indenture (collectively, as to all Notes of all such series, the "Notes"). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this Note (and each related Note Owner) by virtue of acceptance hereof (or of any interest herein) assents and by which such Person is bound$[ ]. All capitalized terms used and not otherwise defined in this Note that are defined in the Indenture shall have the meanings assigned to them in or pursuant to the Indenture. Principal Amount. Upon initial issuanceThe Company may, at its option, redeem the Notes of this Rule 144A Global series in whole or in part, on or after January 1, 2010, at a price per Note shall have an initial principal balance equal to the principal balance redemption price as set forth in the Indenture. Except as set forth in this paragraph and in Article 3 and Section 7.15 of the Class A Supplemental Indenture, the Company may not redeem the Notes which were sold at its option prior to the initial purchasers Maturity Date. The Company is obligated to offer to repurchase the Notes in connection with certain Asset Sales or a Change of Control, as described in the Indenture. The Notes are not entitled to the benefit of any sinking fund. If an Event of Default with respect to Notes shall occur and initially resold be continuing, the principal of the Notes of this series may become or may be declared due and payable in reliance on the exemption from registration manner and with the effect provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the entry into one or more supplemental indentures for purposes of amending or modifying the rights and obligations of the Company and the rights of the holders of the Notes under the Securities Act provided Indenture at any time by Rule 144A. Such initial principal balance shall be indicated on Schedule 1 to this Rule 144A Global Note. Concurrently the Company and the Trustee with the issuance consent of this Rule 144A Global Note, the Issuer will issue another Global Note (the "Temporary Regulation S Global Note"), the initial principal balance holders of which shall equal the a majority in principal amount of the Class A Notes which were sold to non-U.S. Persons at the time Outstanding. The Indenture also contains provisions permitting the holders of specified percentages in reliance on the exemption from registration under the Securities Act provided by Regulation S. Under certain circumstances, all or part principal amount of the interests in Notes at the Temporary Regulation S Global Note may be exchanged for interests in a permanent Global Note (time Outstanding, on behalf of the "Permanent Regulation S Global Note" andholders of all Notes, together to waive compliance by the Company with the Temporary Regulation S Global Note, the "Regulation S Global Notes"). Upon a transfer in compliance with the requirements certain provisions of the Indenture and certain past defaults under the Indenture and the consequences thereof. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note Owner holding a beneficial interest issued upon the registration of transfer hereof or in this Rule 144A Global Note of all exchange herefor or a portion in lieu hereof, whether or not notation of such beneficial interest to a non-U.S. Person who will hold such beneficial interest through either Regulation S Global consent or waiver is made upon this Note. Notes are issuable only in registered form without coupons in the denominations specified in the Indenture and any integral multiple in excess thereof, except as provided in Section 2.3 of the Supplemental Indenture. Except as provided in Section 2.4 of the Supplemental Indenture, the Notes shall be issued in fully registered, certificated form, bearing identical terms. Principal of and interest on the Notes shall be payable, the transfer of such Notes shall be registrable, and such Notes shall be exchangeable for Notes of a like aggregate principal amount represented bearing identical terms and provisions, at the office or agency of the Company maintained for such purpose in the Borough of Manhattan, The City of New York. No service charge shall be made for any registration of transfer or exchange of the Notes, but the Company may require payment from the holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The payment of principal of, premium, if any, and interest on this Note is expressly subordinated, to the extent and in the manner provided in the Indenture, to the Senior Debt. The obligations of the Company under the Note have been guaranteed by such transferred beneficial interest shall cease the Guarantors to be an interest the extent and as is provided in this Rule 144A Global the Indenture. The obligations of the Company under the Indenture and the Notes, and of the Guarantors under the Note and shall become an Guarantees, have been secured by a second-priority security interest in the applicable Regulation S Global NoteCollateral to the extent and as provided in the Indenture. Similarly, upon a transfer in compliance with the requirements The Trustee and any agent of the Series 2000-1 Supplement by any Company or the Trustee may treat the Person in whose name this Note Owner holding a beneficial interest in a Regulation S Global is registered as the owner hereof for all purposes, whether or not this Note of all or a portion of such beneficial interest to a Person who will hold such beneficial interest through this Rule 144A Global Noteis overdue, and neither the Company, the principal amount represented Trustee nor any such agent shall be affected by such transferred beneficial interest shall cease notice to be an interest in such Regulation S Global Note and shall become an interest in this Rule 144A Global Notethe contrary. The Notes are not savings accounts or deposits with CIT Bank or any other Subsidiary of the Company nor are they insured by the United States Federal Deposit Insurance Corporation or by the United States or any agency or fund of the United States. In either such caseaddition, the Issuer shall procure that the principal amount of this Rule 144A Global Note and Notes are not obligations of, or Guaranteed by, any Regulated Subsidiaries or any other Unrestricted Subsidiaries of the Regulation S Global Company. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE. ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Note is increased to: (Insert assignee’s social security or decreased appropriately and that the remaining principal balance of this Rule 144A Global Note is noted on Schedule 1 hereto, whereupon the principal amount of this Rule 144A Global Note shall be as most recently so noted.tax identification number)

REVERSE OF NOTE. This Note Series 2005-1 Note, Class B is one of the Notes of a duly authorized issue of Notes of the Issuer, designated as its Series 2000-1 Floating Rate Asset Backed Notes, Series 2005-1 Class A B (herein called the "Class A “Notes"”), all issued under an Indenture, Indenture dated as of October 16June 10, 2000 2004 (such Indenture, as supplemented or amended, is herein called the “Indenture”), as supplemented by an Indenture Supplement dated as of February 28, 2005 (the "Indenture"“Indenture Supplement”), between the Issuer and The Bank of New York, a New York banking corporation, as indenture trustee Indenture Trustee (the "“Indenture Trustee"”, which term includes any successor trustee Indenture Trustee under the Indenture) as supplemented by the Series 2000-1 Supplement, dated as of October 16, 2000, between the Issuer and the Indenture Trustee (the "Series 2000-1 Supplement"), to which Indenture and Series 2000-1 Supplement all Indenture Supplements thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Class A Notes are one Holders of the duly authorized series of Notes of the Issuer issued and to be issued from time to time pursuant to the Indenture (collectively, as to all Notes of all such series, the "Notes"). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which the Indenture the Holder of this Note (and each related Note Owner) by virtue of acceptance hereof (or of any interest herein) assents and by which such Person is boundSupplement. All capitalized terms used and not otherwise defined in this Note that are defined in the Indenture or the Indenture Supplement, each as supplemented or amended, shall have the meanings assigned to them in or pursuant to the IndentureIndenture or the Indenture Supplement, as so supplemented or amended. Principal Amount. Upon initial issuanceEach Noteholder or Note Owner, this Rule 144A Global by acceptance of a Note shall have an initial principal balance equal to the principal balance of the Class A Notes which were sold to the initial purchasers and initially resold in reliance on the exemption from registration under the Securities Act provided by Rule 144A. Such initial principal balance shall be indicated on Schedule 1 to this Rule 144A Global Note. Concurrently with the issuance of this Rule 144A Global Noteor, the Issuer will issue another Global Note (the "Temporary Regulation S Global Note"), the initial principal balance of which shall equal the principal amount of the Class A Notes which were sold to non-U.S. Persons in reliance on the exemption from registration under the Securities Act provided by Regulation S. Under certain circumstances, all or part of the interests in the Temporary Regulation S Global case of a Note may be exchanged for interests in a permanent Global Note (the "Permanent Regulation S Global Note" andOwner, together with the Temporary Regulation S Global Note, the "Regulation S Global Notes"). Upon a transfer in compliance with the requirements of the Indenture by any Note Owner holding a beneficial interest in this Rule 144A Global Note of all or a portion of such beneficial interest to a non-U.S. Person who will hold such beneficial interest through either Regulation S Global Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest in this Rule 144A Global Note and shall become an interest in the applicable Regulation S Global Note. Similarly, upon a transfer in compliance with the requirements of the Series 2000-1 Supplement by any Note Owner holding a beneficial interest in a Regulation S Global Note covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of all the Master Trust, the Master Trust Trustee, the Issuer, the Master Owner Trust Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Master Trust Trustee, the Indenture Trustee or the Master Owner Trust Trustee in its individual capacity, (ii) any owner of a portion of such beneficial interest to in the Master Trust Trustee the Issuer, (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Master Trust Trustee, the Indenture Trustee or the Master Owner Trust Trustee in its individual capacity, or (iv) any holder of a Person who will hold such beneficial interest through in the Master Trust Trustee, the Master Owner Trust Trustee, the Master Trust, the Issuer, the Master Owner Trust Trustee or the Indenture Trustee or of any successor or assign of the Master Trust Trustee, the Indenture Trustee or the Master Owner Trust Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture that such Noteholder shall not at any time institute against Navistar Financial Securities Corporation, Navistar Financial Corporation, the Master Trust or the Issuer, or join in any institution against Navistar Financial Securities Corporation, Navistar Financial Corporation, the Master Trust or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States Federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or any other Issuer Document. Prior to the due presentment for registration of transfer of this Rule 144A Global Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be affected by notice to the contrary. THIS NOTE AND THE INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal amount represented by such transferred beneficial of and interest shall cease to be an interest on this Note at the times, place, and rate, and in such Regulation S Global the coin or currency herein prescribed. ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (name and address of assignee) the within Note and shall become an interest all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in this Rule 144A Global Notethe premises. In either such case, the Issuer shall procure that the principal amount of this Rule 144A Global Note and of the Regulation S Global Note is increased or decreased appropriately and that the remaining principal balance of this Rule 144A Global Note is noted on Schedule 1 hereto, whereupon the principal amount of this Rule 144A Global Note shall be as most recently so noted.Dated: * Signature Guaranteed EXHIBIT B

REVERSE OF NOTE. This Note is one of a duly authorized issue of Notes securities of the Issuer, designated as its Series 2000-1 Floating Rate Asset Backed Notes, Class A Company (herein called the "Class A “Notes"”), all issued and to be issued in one or more series under an Indenture (the “Original Indenture”), dated as of October 16March 11, 2000 (the "Indenture")2016, between the Issuer Company and The Deutsche Bank of New York, a New York banking corporationTrust Company Americas, as indenture trustee Trustee (herein called the "Indenture “Trustee"”, which term includes any successor trustee under the Indenture) trustee), as amended and supplemented by Supplemental Indenture No. 1, dated as of March 11, 2016, between the Series 2000-1 SupplementCompany and the Trustee (“Supplemental Indenture No. 1”; the Original Indenture, as so amended and supplemented, the “Base Indenture”) and as further supplemented by Supplemental Indenture No. 3, dated as of October 1611, 20002016, between the Issuer Company and the Indenture Trustee (“Supplemental Indenture No. 3”; the "Series 2000-1 Supplement"Base Indenture as so further supplemented, the “Indenture”), to which Indenture and Series 2000-1 Supplement reference is hereby made for a statement of the respective rights rights, limitations of rights, duties and obligations immunities thereunder of the IssuerCompany, the Indenture Trustee and the NoteholdersHolders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Class A Notes are This Note is one of the duly authorized series of Notes of designated on the Issuer issued and face hereof, initially limited in aggregate principal amount to be issued from time to time pursuant to the Indenture (collectively, as to all Notes of all such series, the "Notes"). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this Note (and each related Note Owner) by virtue of acceptance hereof (or of any interest herein) assents and by which such Person is bound$500,000,000. All capitalized terms used and not otherwise defined in this Note that are defined in the Indenture shall have the meanings meaning assigned to them in or pursuant to the Indenture. Principal Amount. Upon initial issuanceof, this Rule 144A Global Note shall have an initial principal balance equal premium, if any, and interest on the Notes will be payable at the office of the Paying Agent or, at the Company’s option, payment of interest may be made by check mailed to the principal balance Holders of the Class A Notes which were sold at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the initial purchasers Notes represented by one or more Global Notes deposited with, or on behalf of, a common depositary, and registered in the name of the nominee of the common depositary for the account of The Depository Trust Company, New York, New York (“DTC”) will be made through the facilities of the common depositary. The Paying Agent, transfer agent and Security Registrar with respect to the Notes shall initially resold in reliance on be the exemption from registration under the Securities Act provided by Rule 144A. Such initial principal balance Trustee. The Notes shall be indicated on Schedule 1 to this Rule 144A Global Noteissuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Concurrently with the issuance The Notes of this Rule 144A Global Note, series are not entitled to the Issuer will issue another Global Note (the "Temporary Regulation S Global Note"), the initial principal balance benefit of which shall equal the principal amount of the Class A Notes which were sold to non-U.S. Persons in reliance on the exemption from registration under the Securities Act provided by Regulation S. Under certain circumstances, all or part of the interests in the Temporary Regulation S Global Note may be exchanged for interests in a permanent Global Note (the "Permanent Regulation S Global Note" and, together with the Temporary Regulation S Global Note, the "Regulation S Global Notes"). Upon a transfer in compliance with the requirements of the Indenture by any Note Owner holding a beneficial interest in this Rule 144A Global Note of all or a portion of such beneficial interest to a non-U.S. Person who will hold such beneficial interest through either Regulation S Global Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest in this Rule 144A Global Note and shall become an interest in the applicable Regulation S Global Note. Similarly, upon a transfer in compliance with the requirements of the Series 2000-1 Supplement by any Note Owner holding a beneficial interest in a Regulation S Global Note of all or a portion of such beneficial interest to a Person who will hold such beneficial interest through this Rule 144A Global Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest in such Regulation S Global Note and shall become an interest in this Rule 144A Global Note. In either such case, the Issuer shall procure that the principal amount of this Rule 144A Global Note and of the Regulation S Global Note is increased or decreased appropriately and that the remaining principal balance of this Rule 144A Global Note is noted on Schedule 1 hereto, whereupon the principal amount of this Rule 144A Global Note shall be as most recently so notedsinking fund.

REVERSE OF NOTE. This Note Security is one of a duly authorized issue of Notes securities of the Issuer, designated as its Series 2000-1 Floating Rate Asset Backed Notes, Class A Company (herein called the "Class A Notes"“Securities”), all issued under an and to be issued in one or more series pursuant to the Amended and Restated Indenture, dated as of October 16April 9, 2000 (the "Indenture")2001, between the Issuer Company and The Bank of New YorkYork Mellon Trust Company, a New York banking corporationN.A. (herein called the “Trustee”) (the “Base Indenture”), as indenture trustee (the "supplemented and amended by a Series C Supplemental Indenture Trustee", which term includes any successor trustee under the Indenture) as supplemented by the Series 2000-1 Supplement, dated as of October 16September 1, 2000, 2016 by and between the Issuer Company and the Indenture Trustee (the "“Series 2000-1 Supplement"C Supplemental Indenture” and together with the Base Indenture, as it may be hereafter supplemented or amended from time to time, the “Indenture”), to which Indenture and Series 2000-1 Supplement reference . Reference is hereby made to the Indenture for a statement of the respective rights rights, limitations of rights, duties and obligations immunities thereunder of the IssuerCompany, the Indenture Trustee and the NoteholdersHolders of the Notes. The Class A Notes are This Security is one of the duly authorized series of Notes of designated on the Issuer issued face hereof (the “Notes”) which is limited in aggregate principal amount to $675,000,000. Capitalized terms used herein but not defined herein shall have the respective meanings assigned thereto in the Indenture. As provided in and subject to be issued the provisions in the Indenture, if there has been a Failed Final Remarketing, the Company may, at its option, redeem the Notes, in whole or in part, from time to time pursuant on or after October 1, 2021, at a price equal to the Redemption Price, in accordance with Article Eleven of the Base Indenture (collectively, and ‎Article III of the Series C Supplemental Indenture. The Notes shall be remarketed as to all Notes of all such seriesprovided in the Series C Supplemental Indenture. In connection with a Successful Remarketing, the "Remarketing Agent, in consultation with the Company, may move the Stated Maturity of the Notes to a date earlier than October 1, 2024 but not earlier than October 1, 2021, remarket the Notes as fixed- or floating-rate notes, and reset the interest rate of the Notes"). Furthermore, in connection with a Successful Remarketing, the Notes will cease to be redeemable at the Company’s option. Following any Successful Remarketing of the Notes, if the Notes are remarketed as fixed-rate notes, interest on the Notes will be payable semi-annually on April 1 and October 1 of each year or, if the Notes are remarketed as floating-rate notes, interest on the Notes will be payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year. Pursuant to the Series C Supplemental Indenture, if there has not been a Successful Remarketing prior to the end of the Final Remarketing Period, Holders of the Notes will have the right to require the Company to purchase such Notes for cash on the Purchase Contract Settlement Date at a price per Note to be purchased equal to the principal amount of the applicable Note. The Notes are governed by not subject to the operation of any sinking fund and, except as set forth in the Series C Supplemental Indenture, are not repayable at the option of a Holder thereof prior to the Stated Maturity. In the case an Event of Default, as defined in the Indenture, shall have occurred and be continuing, the principal of all of the Notes may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. Prior to the Purchase Contract Settlement Date, the provisions of Section 403 of the Base Indenture shall not apply to the Notes. The Company will not pay any additional amounts to any Holder that is not a United States person in respect of any tax, assessment or governmental charge. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority of the aggregate principal amount of all terms Notes issued under the Indenture at the time Outstanding and affected thereby; provided, however, that no such amendment shall without the consent of the Holder of each Note so affected, among other things (i) change the stated maturity of the principal of, or any installment of principal of or interest on any Notes, or reduce the principal amount thereof, or reduce the rate of interest thereon, or reduce any premium payable upon the redemption thereof (subject to ‎Article IX of the Series C Supplemental Indenture) or (ii) reduce the percentage of Notes, the Holders of which are required to consent to any amendment or waiver or for certain other matters as set forth in the Indenture. The Indenture also contains provisions permitting (i) the registered Holders of 66 2/3% in aggregate principal amount of the Notes at the time Outstanding affected thereby, on behalf of the registered Holders of the Notes, to waive compliance by the Company with certain provisions of the Indenture and (which terms are incorporated herein and made ii) the registered Holders of not less than a part hereof)majority in aggregate principal amount of the Notes at the time Outstanding affected thereby, on behalf of the registered Holders of the Notes, to which waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the registered Holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and each related binding upon such registered Holder and upon all future registered Holders and owners of this Note Owner) by virtue and of acceptance any Note issued in exchange hereof or in place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of any the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest herein) assents and by which such Person is bound. All capitalized terms used and not otherwise defined in on this Note that are defined at the time and place and at the rate and in the coin or currency herein prescribed. As provided in the Indenture shall have and subject to certain limitations therein set forth, the meanings assigned to them transfer of this Note is registrable in the Security Register of the Company, upon surrender of this Note for registration of transfer at the office or pursuant agency of the Company in any place where the principal of and any interest on this Note are payable or at such other offices or agencies as the Company may designate, duly endorsed by or accompanied by a written instrument or instruments of transfer in form satisfactory to the Indenture. Principal Amount. Upon initial issuanceCompany and the Security Registrar or any transfer agent duly executed by the registered Holder hereof or his or her attorney duly authorized in writing, together with the completed and executed Transfer Certificate attached hereto, and thereupon one or more new Notes of this Rule 144A Global Note shall have an initial series and of like tenor, of authorized denominations and for the same aggregate principal balance equal amount will be issued to the principal balance designated transferee or transferees. No service charge will be made for any such transfer, but the Company may require payment of the Class A Notes which were sold a sum sufficient to the initial purchasers and initially resold cover any tax or other governmental charge payable in reliance on the exemption from relation thereto. Prior to due presentment for registration under the Securities Act provided by Rule 144A. Such initial principal balance shall be indicated on Schedule 1 to this Rule 144A Global Note. Concurrently with the issuance of transfer of this Rule 144A Global Note, the Issuer will issue another Global Note (the "Temporary Regulation S Global Note")Company, the initial Trustee, any paying agent and any Security Registrar may deem and treat the registered Holder hereof as the absolute owner hereof (whether or not this Note shall be overdue and notwithstanding any notice of ownership or writing hereon made by anyone other than the Security Registrar) for the purpose of receiving payment of or on account of the principal balance hereof and interest due hereon and for all other purposes, and neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary. As set forth in, and subject to the provisions of, the Indenture, no registered owner of which any Note will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless (i) such registered owner shall equal have previously given to the Trustee written notice of a continuing Event of Default with respect to the Notes, (ii) the registered owners of not less than 25% in principal amount of the Class A Outstanding Notes which were sold shall have made written request, and offered reasonable indemnity, to nonthe Trustee to institute such proceeding as trustee, (iii) the Trustee shall have failed to institute such proceeding within 60 days and (iv) the Trustee shall not have received from the registered owners of a majority in principal amount of the Outstanding Notes a direction inconsistent with such request within such 60-U.S. Persons day period; provided, however, that such limitations do not apply to a suit instituted by the registered owner hereof for the enforcement of payment of the principal of or premium, if any, or any interest on this Note on or after the respective due dates expressed herein. Pursuant to the Series C Supplemental Indenture, Notes corresponding to Applicable Ownership Interests in reliance Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be initially issued as Global Notes. Except upon recreation of Corporate Units and except as otherwise provided in the Indenture, Notes represented by Global Notes will not be exchangeable for, and will not otherwise be issuable as, Notes in definitive form. Unless and until such Global Notes are exchanged for Notes in definitive form, Global Notes may be transferred, in whole but not in part, and any payments on the exemption from registration under Notes shall be made, only to the Securities Act provided by Regulation S. Under certain circumstances, all Depositary or part a nominee of the interests in Depositary, or to a successor Depositary selected or approved by the Temporary Regulation S Global Company or to a nominee of such successor Depositary. By acceptance of this Note may be exchanged for interests in a permanent Global Note (the "Permanent Regulation S Global Note" and, together with the Temporary Regulation S Global Note, the "Regulation S Global Notes"). Upon a transfer in compliance with the requirements of the Indenture by any Note Owner holding or a beneficial interest in this Rule 144A Global Note of all or a portion of such beneficial interest to a non-U.S. Person who will hold such beneficial interest through either Regulation S Global Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest in this Rule 144A Global Note each Holder hereof and shall become an interest in the applicable Regulation S Global Note. Similarly, upon a transfer in compliance with the requirements of the Series 2000-1 Supplement by any Note Owner holding Person acquiring a beneficial interest herein, for United States federal, state and local tax purposes, agrees to treat this Note as indebtedness and to take other positions for such tax purposes as set forth in a Regulation S Global Note the Series C Supplemental Indenture. No recourse shall be had for the payment of all the principal of or a portion of such beneficial interest to a Person who will hold such beneficial interest through on this Rule 144A Global Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest or for any claim based hereon or otherwise in such Regulation S Global Note and shall become an interest respect hereof, or based on or in this Rule 144A Global Note. In either such case, the Issuer shall procure that the principal amount of this Rule 144A Global Note and respect of the Regulation S Global Note is increased Indenture, against any incorporator, stockholder, officer, director or decreased appropriately employee, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and that as a part of the remaining principal balance of this Rule 144A Global Note is noted on Schedule 1 heretoconsideration for the issue hereof, whereupon the principal amount of this Rule 144A Global expressly waived and released. This Note shall be as most recently so notedgoverned by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments entered into and, in each case, performed in such state. Exhibit 4.1 ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto ___________________________________________________________________________. (please insert Social Security or other identifying number of assignee) ___________________________________________________________________________.

REVERSE OF NOTE. This Note is one of a duly authorized issue of Notes securities of the Issuer, designated as its Series 2000-1 Floating Rate Asset Backed Notes, Class A Company (herein called the "Class A “Notes"”), all issued and to be issued in one or more series under an Indenture (the “Original Indenture”), dated as of October 16March 11, 2000 (the "Indenture")2016, between the Issuer Company and The Deutsche Bank of New York, a New York banking corporationTrust Company Americas, as indenture trustee Trustee (herein called the "Indenture “Trustee"”, which term includes any successor trustee under the Indenture) trustee), as amended and supplemented by the Series 2000-1 SupplementSupplemental Indenture No. 1, dated as of October 16March 11, 20002016, between the Issuer Company and the Indenture Trustee (“Supplemental Indenture No. 1”; the "Series 2000-1 Supplement"Original Indenture, as so amended and supplemented, the “Base Indenture”) and as further supplemented by Supplemental Indenture No. 4, dated as of June 26, 2020, between the Company and the Trustee (“Supplemental Indenture No. 4”; the Base Indenture as so further supplemented, the “Indenture”), to which Indenture and Series 2000-1 Supplement reference is hereby made for a statement of the respective rights rights, limitations of rights, duties and obligations immunities thereunder of the IssuerCompany, the Indenture Trustee and the NoteholdersHolders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Class A Notes are This Note is one of the duly authorized series of Notes of designated on the Issuer issued and face hereof, initially limited in aggregate principal amount to be issued from time to time pursuant to the Indenture (collectively, as to all Notes of all such series, the "Notes"). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this Note (and each related Note Owner) by virtue of acceptance hereof (or of any interest herein) assents and by which such Person is bound$500,000,000. All capitalized terms used and not otherwise defined in this Note that are defined in the Indenture shall have the meanings meaning assigned to them in or pursuant to the Indenture. Principal Amountof, premium, if any, and interest on the Notes will be payable at the office of the Paying Agent or, at the Company’s option, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes deposited with, or on behalf of, a common depositary, and registered in the name of the nominee of the common depositary for the account of The Depository Trust Company, New York, New York (“DTC”) will be made through the facilities of the common depositary. Upon initial issuanceThe Paying Agent, transfer agent and Security Registrar with respect to the Notes shall initially be the Trustee. The Notes shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes of this Rule 144A Global Note series are not entitled to the benefit of any sinking fund. At any time prior to October 30, 2030, the Company shall have an initial principal balance the right at its option to redeem the Notes, as a whole or in part, at a redemption price (the “Make-Whole Redemption Price”) equal to the principal balance of the Class A Notes which were sold to the initial purchasers and initially resold in reliance on the exemption from registration under the Securities Act provided by Rule 144A. Such initial principal balance shall be indicated on Schedule 1 to this Rule 144A Global Note. Concurrently with the issuance of this Rule 144A Global Note, the Issuer will issue another Global Note (the "Temporary Regulation S Global Note"), the initial principal balance of which shall equal the principal amount of the Class A Notes which were sold to non-U.S. Persons in reliance on the exemption from registration under the Securities Act provided by Regulation S. Under certain circumstances, all or part of the interests in the Temporary Regulation S Global Note may be exchanged for interests in a permanent Global Note (the "Permanent Regulation S Global Note" and, together with the Temporary Regulation S Global Note, the "Regulation S Global Notes"). Upon a transfer in compliance with the requirements of the Indenture by any Note Owner holding a beneficial interest in this Rule 144A Global Note of all or a portion of such beneficial interest to a non-U.S. Person who will hold such beneficial interest through either Regulation S Global Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest in this Rule 144A Global Note and shall become an interest in the applicable Regulation S Global Note. Similarly, upon a transfer in compliance with the requirements of the Series 2000-1 Supplement by any Note Owner holding a beneficial interest in a Regulation S Global Note of all or a portion of such beneficial interest to a Person who will hold such beneficial interest through this Rule 144A Global Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest in such Regulation S Global Note and shall become an interest in this Rule 144A Global Note. In either such case, the Issuer shall procure that the principal amount of this Rule 144A Global Note and of the Regulation S Global Note is increased or decreased appropriately and that the remaining principal balance of this Rule 144A Global Note is noted on Schedule 1 hereto, whereupon the principal amount of this Rule 144A Global Note shall be as most recently so noted.greater of:

REVERSE OF NOTE. This Note Security is one of a duly authorized issue of Notes securities of the Issuer, designated as its Series 2000-1 Floating Rate Asset Backed Notes, Class A Company (herein called the "Class A Notes"“Securities”), all issued under an Indentureand to be issued in one or more series pursuant to the Junior Subordinated Indenture II, dated as of October 16June 1, 2000 (the "Indenture")2006, as heretofore supplemented and amended, between the Issuer Company and The Bank of New YorkYork Mellon (successor to JPMorgan Chase Bank, a New York banking corporationN.A.) (herein called the “Original Trustee”), as indenture trustee supplemented and amended by the Third Supplemental and Amending Indenture dated as of June 1, 2009 (as so amended, the "“Base Indenture”), by and among the Company, the Original Trustee and Deutsche Bank Trust Company Americas, as Series Trustee, as further supplemented and amended by a Fourth Supplemental Indenture dated as of June 1, 2013 by and between the Company and Deutsche Bank Trust Company Americas, as Trustee of the series of Securities established thereby (herein called the “Series Trustee", ,” which term includes any successor series trustee for the Series A Notes under the Indenture) as supplemented by the Series 2000-1 Supplement, dated as of October 16, 2000, between the Issuer and the Indenture Trustee (the "Series 2000-1 Supplement"“Fourth Supplemental Indenture” and together with the Base Indenture, as it may be hereafter supplemented or amended from time to time, the “Indenture”), to which Indenture and Series 2000-1 Supplement reference . Reference is hereby made to the Indenture for a statement of the respective rights rights, limitations of rights, duties and obligations immunities thereunder of the IssuerCompany, the Indenture Original Trustee, the Series Trustee and the NoteholdersHolders (the word “Holder” or “Holders” meaning the registered holder or registered holders) of the Notes. The Class This Security is one of the series designated on the face hereof (the “Series A Notes”) which is limited in aggregate principal amount to $500,000,000 (as increased by an aggregate principal amount equal to the aggregate stated amount of Corporate Units with respect to which the underwriters of the Corporate Units of which the Series A Notes are one of a part exercise their overallotment option). Capitalized terms used herein but not defined herein shall have the duly authorized series of Notes of respective meanings assigned thereto in the Issuer issued Indenture. As provided in and subject to be issued the provisions in the Indenture, if there has been a Failed Final Remarketing, the Company may, at its option, redeem the Series A Notes, in whole or in part, from time to time pursuant on or after April 1, 2018, at a price equal to the Redemption Price, in accordance with Article III of the Base Indenture (collectivelyand Article III of the Fourth Supplemental Indenture. The Series A Notes shall be remarketed as provided in the Fourth Supplemental Indenture. In connection with a Successful Remarketing, the Remarketing Agent, in consultation with the Company, may reset the interest rate. Following any Successful Remarketing of the Series A Notes, the interest will be payable semi-annually, on April 1 and October 1 of each year, the Series A Notes will cease to be redeemable at the Company’s option and the Company will cease to have the ability to defer interest payments on the Series A Notes. Pursuant to the Fourth Supplemental Indenture, if there has not been a Successful Remarketing prior to the end of the Final Remarketing Period, Holders of the Series A Notes will have the right to require the Company to purchase such Series A Notes for cash on the Purchase Contract Settlement Date at a price per Series A Note to be purchased equal to the principal amount of the applicable Series A Note. The Series A Notes are not subject to the operation of any sinking fund and, except as set forth in the Fourth Supplemental Indenture, are not repayable at the option of a Holder thereof prior to the Stated Maturity. In the case an Event of Default, as to all Notes defined in the Indenture, shall have occurred and be continuing, the principal of all of the Series A Notes may be declared, and upon such seriesdeclaration shall become, due and payable, in the "Notes"). The Notes are governed by manner, with the effect and subject to all terms the conditions provided in the Indenture. Prior to the Purchase Contract Settlement Date, the provisions of Section 12.5 of the Base Indenture (which terms are incorporated herein shall not apply to the Series A Notes. The Company will not pay any additional amounts to any Holder who is not a United States person in respect of any tax, assessment or governmental charge. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and made the modification of the rights and obligations of the Company and the rights of the Holders of the Series A Notes by the Company and the Series Trustee with the consent of the Holders of not less than a part hereof)majority in principal amount of the Series A Notes outstanding. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Series A Notes at the time outstanding, on behalf of the Holders of all outstanding Series A Notes, to which waive compliance by the Company with certain provisions of the Indenture, and contains provisions permitting the Holders of specified percentages in principal amount in certain instances of the outstanding Series A Notes, to waive on behalf of all of the Holders of Series A Notes, certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (shall be conclusive and each related binding upon such Holder and upon all future Holders of this Note Owner) and of any Series A Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. As provided in and subject to the provisions of the Indenture, no Holder of Series A Notes shall have any right by virtue of acceptance hereof (or by availing of any interest hereinprovision of the Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless such holder previously shall have given to the Series Trustee written notice of an Event of Default and of the continuance thereof, as provided in the Indenture, and unless also the Holders of not less than a majority in principal amount of all the Securities at the time outstanding (considered as one class) assents shall have made written request upon the Series Trustee to institute such action, suit or proceeding in its own name as Series Trustee under the Indenture and shall have offered to the Series Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Series Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding and no direction inconsistent with such written request shall have been given to the Series Trustee pursuant to Section 6.6 of the Base Indenture; it being understood and intended, and being expressly covenanted by which the taker and Holder of every Series A Note with every other taker and Holder and the Series Trustee, that no one or more Holders of Series A Notes shall have any right in any manner whatever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the Holders of any other of such Person is boundSecurities, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under the Indenture, except in the manner therein provided and for the equal, ratable and common benefit of all Holders of Securities. All capitalized terms used For the protection and not otherwise defined enforcement of the provisions of Section 6.4 of the Base Indenture, each and every Securityholder and the Series Trustee shall be entitled to such relief as can be given either at law or in this Note that are defined equity. Nothing contained in the Indenture is intended to or shall have impair, as between the meanings assigned Company and the Holders of the Series A Notes, the obligation of the Company, which is absolute and unconditional, to them pay to such Holders the principal of and interest on such Series A Notes when, where and as the same shall become due and payable, all in accordance with the terms of the Series A Notes, or pursuant is intended to or shall affect the relative rights of such Holders and creditors of the Company other than the holders of the Priority Indebtedness of the Company, nor shall anything herein or therein prevent the Series Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under the Indenture, subject to the Indenture. Principal Amount. Upon initial issuancerights, this Rule 144A Global Note shall have an initial principal balance equal to the principal balance if any, under Article XIV of the Class A Notes which were sold Base Indenture of the holders of Priority Indebtedness of the Company in respect of cash, property, or securities of the Company received upon the exercise of any such remedy. As provided in the Indenture and subject to certain limitations therein set forth, the initial purchasers and initially resold in reliance on the exemption from registration under the Securities Act provided by Rule 144A. Such initial principal balance shall be indicated on Schedule 1 to this Rule 144A Global Note. Concurrently with the issuance transfer of this Rule 144A Global Note, the Issuer will issue another Global Note (the "Temporary Regulation S Global Note"), the initial principal balance of which shall equal the principal amount of the Class A Notes which were sold to non-U.S. Persons in reliance on the exemption from registration under the Securities Act provided by Regulation S. Under certain circumstances, all or part of the interests in the Temporary Regulation S Global Note may be registered on the Register of the Series A Notes upon surrender of this Note for registration of transfer at the offices maintained by the Company or its agent for such purpose, duly endorsed by the Holder hereof or his attorney duly authorized in writing, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities registrar duly executed by the Holder hereof or his attorney duly authorized in writing, but without payment of any charge other than a sum sufficient to reimburse the Company for any tax or other governmental charge incident thereto. Upon any such registration of transfer, a new Series A Note or Notes of authorized denomination or denominations for the same aggregate principal amount will be issued to the transferee in exchange herefor. No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Pursuant to the Fourth Supplemental Indenture, Series A Notes corresponding to Applicable Ownership Interests in Series A Notes that are no longer a component of the Corporate Units and are released from the Collateral Account will be initially issued as Global Notes. Except upon recreation of Corporate Units and except as otherwise provided in the Indenture, Series A Notes represented by Global Notes will not be exchangeable for, and will not otherwise be issuable as, Series A Notes in certificated form. Unless and until such Global Notes are exchanged for interests Series A Notes in certificated form, Global Notes may be transferred, in whole but not in part, and any payments on the Series A Notes shall be made, only to the Depository or a permanent Global Note (the "Permanent Regulation S Global Note" and, together with the Temporary Regulation S Global Note, the "Regulation S Global Notes"). Upon a transfer in compliance with the requirements nominee of the Indenture Depository, or to a successor Depository selected or approved by any the Company or to a nominee of such successor Depository. By acceptance of this Note Owner holding or a beneficial interest in this Rule 144A Global Note of all or Note, each Holder hereof and any Person acquiring a portion of such beneficial interest herein, for United States federal, state and local tax purposes, agrees to a non-U.S. Person who will hold treat this Note as indebtedness and to take other positions for such beneficial interest through either Regulation S Global tax purposes as set forth in the Fourth Supplemental Indenture. Prior to due presentment for registration of transfer of this Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest in this Rule 144A Global Note Company, the Series Trustee, and shall become an interest in the applicable Regulation S Global Note. Similarly, upon a transfer in compliance with the requirements any agent of the Company or the Series 2000-1 Supplement by any Note Owner holding a beneficial interest Trustee may deem and treat the person in a Regulation S Global Note of all or a portion of such beneficial interest to a Person who will hold such beneficial interest through whose name this Rule 144A Global Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest in such Regulation S Global Note and shall become an interest in this Rule 144A Global Note. In either such case, the Issuer shall procure that the principal amount of this Rule 144A Global Note and of the Regulation S Global Note is increased or decreased appropriately and that the remaining principal balance of this Rule 144A Global Note is noted on Schedule 1 hereto, whereupon the principal amount of this Rule 144A Global Note shall be registered upon the Register of the Notes of this series as most recently so notedthe absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon) for the purpose of receiving payment of or on account of the principal hereof and, subject to the provisions on the face hereof, interest due hereon and for all other purposes; and neither the Company nor the Series Trustee nor any such agent shall be affected by any notice to the contrary. No recourse shall be had for the payment of the principal of or interest on this Note, or for any claim based hereon or otherwise in respect hereof, or based on or in respect of the Indenture, against any stockholder, officer, director or employee, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as a part of the consideration for the issue hereof, expressly waived and released. This Note shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall be governed by, and construed in accordance with, the laws of said State.

REVERSE OF NOTE. This Note is one of a duly authorized issue of Notes securities of the Issuer, designated as its Series 2000-1 Floating Rate Asset Backed Notes, Class A Company (herein called the "Class A “Notes"”), all issued and to be issued in one or more series under an Indenture (the “Original Indenture”), dated as of October 16March 11, 2000 (the "Indenture")2016, between the Issuer Company and The Deutsche Bank of New York, a New York banking corporationTrust Company Americas, as indenture trustee Trustee (herein called the "Indenture “Trustee"”, which term includes any successor trustee under the Indenture) trustee), as amended and supplemented by the Series 2000-1 SupplementSupplemental Indenture No. 1, dated as of October 16March 11, 20002016, between the Issuer Company and the Indenture Trustee (“Supplemental Indenture No. 1”; the "Series 2000-1 Supplement"Original Indenture, as so amended and supplemented, the “Base Indenture”) and as further supplemented by Supplemental Indenture No. 4, dated as of June 26, 2020, between the Company and the Trustee (“Supplemental Indenture No. 4”; the Base Indenture as so further supplemented, the “Indenture”), to which Indenture and Series 2000-1 Supplement reference is hereby made for a statement of the respective rights rights, limitations of rights, duties and obligations immunities thereunder of the IssuerCompany, the Indenture Trustee and the NoteholdersHolders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Class A Notes are This Note is one of the duly authorized series of Notes of designated on the Issuer issued and face hereof, initially limited in aggregate principal amount to be issued from time to time pursuant to the Indenture (collectively, as to all Notes of all such series, the "Notes"). The Notes are governed by and subject to all terms of the Indenture (which terms are incorporated herein and made a part hereof), to which Indenture the Holder of this Note (and each related Note Owner) by virtue of acceptance hereof (or of any interest herein) assents and by which such Person is bound$500,000,000. All capitalized terms used and not otherwise defined in this Note that are defined in the Indenture shall have the meanings meaning assigned to them in or pursuant to the Indenture. Principal Amountof, premium, if any, and interest on the Notes will be payable at the office of the Paying Agent or, at the Company’s option, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to the Notes represented by one or more Global Notes deposited with, or on behalf of, a common depositary, and registered in the name of the nominee of the common depositary for the account of The Depository Trust Company, New York, New York (“DTC”) will be made through the facilities of the common depositary. Upon initial issuanceThe Paying Agent, transfer agent and Security Registrar with respect to the Notes shall initially be the Trustee. The Notes shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes of this Rule 144A Global Note series are not entitled to the benefit of any sinking fund. At any time prior to November 30, 2027, the Company shall have an initial principal balance the right at its option to redeem the Notes, as a whole or in part, at a redemption price (the “Make-Whole Redemption Price”) equal to the principal balance of the Class A Notes which were sold to the initial purchasers and initially resold in reliance on the exemption from registration under the Securities Act provided by Rule 144A. Such initial principal balance shall be indicated on Schedule 1 to this Rule 144A Global Note. Concurrently with the issuance of this Rule 144A Global Note, the Issuer will issue another Global Note (the "Temporary Regulation S Global Note"), the initial principal balance of which shall equal the principal amount of the Class A Notes which were sold to non-U.S. Persons in reliance on the exemption from registration under the Securities Act provided by Regulation S. Under certain circumstances, all or part of the interests in the Temporary Regulation S Global Note may be exchanged for interests in a permanent Global Note (the "Permanent Regulation S Global Note" and, together with the Temporary Regulation S Global Note, the "Regulation S Global Notes"). Upon a transfer in compliance with the requirements of the Indenture by any Note Owner holding a beneficial interest in this Rule 144A Global Note of all or a portion of such beneficial interest to a non-U.S. Person who will hold such beneficial interest through either Regulation S Global Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest in this Rule 144A Global Note and shall become an interest in the applicable Regulation S Global Note. Similarly, upon a transfer in compliance with the requirements of the Series 2000-1 Supplement by any Note Owner holding a beneficial interest in a Regulation S Global Note of all or a portion of such beneficial interest to a Person who will hold such beneficial interest through this Rule 144A Global Note, the principal amount represented by such transferred beneficial interest shall cease to be an interest in such Regulation S Global Note and shall become an interest in this Rule 144A Global Note. In either such case, the Issuer shall procure that the principal amount of this Rule 144A Global Note and of the Regulation S Global Note is increased or decreased appropriately and that the remaining principal balance of this Rule 144A Global Note is noted on Schedule 1 hereto, whereupon the principal amount of this Rule 144A Global Note shall be as most recently so noted.greater of: