Common use of Special Terms Applicable to Subsequent Transfers of Certain Notes Clause in Contracts

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series of Term Notes may not, be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Notes (the "Unregistered Notes") are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Issuance Certificate. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an institutional investor that is an "accredited investor" (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Seller, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the Seller, the Servicer or the Indenture Trustee) satisfactory to the Seller and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (b) Unless otherwise provided in the related Officer's Issuance Certificate, the Unregistered Notes may not be acquired by or for the account of a Benefit Plan and, by accepting and holding an Unregistered Note, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and, if requested to do so by the Seller or the Indenture Trustee, the Holder of an Unregistered Note shall execute and deliver to the Indenture Trustee an Undertaking Letter in the form set forth in Exhibit B. (c) Unless otherwise provided in the related Officer's Issuance Certificate, Unregistered Notes shall be issued in the form of Definitive Notes, shall be in fully registered form and Sections 2.10, 2.11 and 2.12 of this Indenture shall not apply thereto. (d) Each Unregistered Note shall bear legends to the effect set forth in subsections (a) and (b) (if subsection (b) is applicable) above.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series Certain Series of Term Notes may not, not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Unregistered Notes (the "Unregistered Notes") are shall not be transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Trustee s Issuance CertificateCertificate or Series Supplement, if any. Unless otherwise provided in the related Officer's Trustee s Issuance CertificateCertificate or Series Supplement, if any, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an "institutional investor that is an "accredited investor" (as described in Rule 501(a)(1501(a)(l), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller Grantee or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A EXHIBIT ___ or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities ActNote Issuer, or (iiiii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller Note Issuer in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the SellerNote Issuer, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the SellerNote Issuer, the Servicer or the Indenture Trustee) satisfactory to the Seller Note Issuer and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller Grantee, the Note Issuer, nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (b) Unless otherwise provided in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, the Unregistered Notes may not be acquired by or for the account of a Benefit Plan and, by accepting and holding an Unregistered Note, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and, if requested to do so by the Seller Note Issuer or the Indenture Trustee, the Holder of an Unregistered Note shall execute and deliver to the Indenture Trustee an Undertaking Letter a letter of undertaking in the form set forth in Exhibit B.EXHIBIT __. (c) Unless otherwise provided in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, Unregistered Notes shall be issued in the form of Definitive Notes, shall be in fully registered form and Sections 2.10, 2.11 and 2.12 of this Indenture shall not apply thereto. (d) Each Unregistered Note shall bear legends to the effect set forth in subsections (a) and (b) (if subsection (b) is applicable) above.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series of Term Notes a Series may not, be not have been registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Notes (the "Unregistered Notes") are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Issuance CertificateSeries Supplement. Unless otherwise provided in the related Officer's Issuance CertificateSeries Supplement, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an institutional investor that is an "accredited investor" (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller Issuer or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise certificate in form and substance satisfactory to the Indenture Trustee and the SellerIssuer, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- non-United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller Issuer in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the SellerIssuer, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the SellerIssuer, the Servicer or the Indenture Trustee) satisfactory to the Seller Issuer and the Indenture Trustee to the effect that such transfer will not violate the Securities ActAct or (iv) such sale satisfies the restrictions on transfer set forth in the applicable Series Supplement. Unless otherwise provided in the related Officer's Issuance CertificateSeries Supplement, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller Issuer shall have consented in writing to such transfer. Neither the Seller Issuer nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (b) . Unless otherwise provided in the related Officer's Issuance CertificateSeries Supplement, the Unregistered Notes may not be acquired by or for the account of a Benefit Plan and, by accepting and holding an Unregistered Note, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and, if requested to do so by the Seller or the Indenture Trustee, the Holder of an Unregistered Note shall execute and deliver to the Indenture Trustee an Undertaking Letter in the form Plan. Unless otherwise set forth in Exhibit B. (c) Unless otherwise provided in the related Officer's Issuance CertificateSeries Supplement, Unregistered Notes shall be issued in the form of Definitive Notes, shall be in fully registered form and Sections 2.10, 2.11 and 2.12 of this Indenture shall not apply thereto. (d) Each each Unregistered Note shall bear legends a legend to the effect set forth in subsections of subsection (a) and (b) (if subsection (b) is applicable) above.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series of Term Notes may not, be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Notes (the "“Unregistered Notes"”) are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's ’s Issuance Certificate. Unless otherwise provided in the related Officer's ’s Issuance Certificate, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either either: (i) such sale, pledge or other transfer is made to a "“qualified institutional buyer" ” (as defined under Rule 144A under the Securities Act) or to an institutional investor that is an "“accredited investor" ” (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- non-United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case case: (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Seller, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the Seller, the Servicer or the Indenture Trustee) satisfactory to the Seller and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's ’s Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (b) Unless otherwise provided in the related Officer's ’s Issuance Certificate, the Unregistered Notes may not be acquired by or for the account of a Benefit Plan and, by accepting and holding an Unregistered Note, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and, if requested to do so by the Seller or the Indenture Trustee, the Holder of an Unregistered Note shall execute and deliver to the Indenture Trustee an Undertaking Letter in the form set forth in Exhibit B. (c) Unless otherwise provided in the related Officer's ’s Issuance Certificate, Unregistered Notes shall be issued in the form of Definitive Notes, shall be in fully registered form and Sections 2.10, 2.11 and 2.12 of this Indenture shall not apply thereto. (d) Each Unregistered Note shall bear legends to the effect set forth in subsections (a) and (b) (if subsection (b) is applicable) above.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series Certain Series of Term Notes may not, not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Unregistered Notes (the "Unregistered Notes") are shall not be transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Trustee s Issuance CertificateCertificate or Series Supplement, if any. Unless otherwise provided in the related Officer's Trustee s Issuance CertificateCertificate or Series Supplement, if any, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an institutional investor that is an "accredited investor" (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Seller, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the Seller, the Servicer or the Indenture Trustee) satisfactory to the Seller and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (b) Unless otherwise provided in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, the Unregistered Notes may not be acquired by or for the account of a Benefit Plan and, by accepting and holding an Unregistered Note, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and, if requested to do so by the Seller Note Issuer or the Indenture Trustee, the Holder of an Unregistered Note shall execute and deliver to the Indenture Trustee an Undertaking Letter a certificate to such effect in form and substance satisfactory to the form set forth in Exhibit B.Indenture Trustee and the Note Issuer. (c) Unless otherwise provided in the related Officer's Trustee s Issuance CertificateCertificate or Series Supplement, Unregistered Notes shall be issued in the form of Definitive Notes, shall be in fully registered form and Sections 2.10, 2.11 and 2.12 of this Indenture shall not apply thereto. (d) Each Unregistered Note shall bear legends to the effect set forth in subsections (a) and (b) (if subsection (b) is applicable) above.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series of Term Notes may not, be not have been registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Notes (the "Unregistered Notes") are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Issuance CertificateSeries Supplement. Unless otherwise provided in the related Officer's Issuance CertificateSeries Supplement, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Acti) or to an institutional investor that is an "accredited investor" (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller Transferor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the SellerTransferor, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the SellerTransferor, the Servicer or the Indenture Trustee) satisfactory to the Seller Transferor and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided Act or (ii) satisfies the restrictions on transfer set forth in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transferapplicable Series Supplement. Neither the Seller Transferor nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (b) Unless otherwise provided in the related Officer's Issuance CertificateSeries Supplement, the Unregistered Notes may not be acquired by or for the account of a Benefit Plan and, by accepting and holding an Unregistered Note, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and, if requested to do so by the Seller Transferor or the Indenture Trustee, the Holder of an Unregistered Note shall execute and deliver to the Indenture Trustee an Undertaking Letter undertaking letter in the form set forth in Exhibit B. (c) Unless otherwise provided in the related Officer's Issuance CertificateSeries Supplement, Unregistered Notes shall be issued in the form of Definitive Notes, shall be in fully registered form and Sections 2.10, 2.11 and 2.12 of this Indenture shall not apply thereto. (d) Each Unregistered Note shall bear legends to the effect set forth in subsections (a) and (b) (if subsection (b) is applicable) above.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will notAt the time of issuance, a Class B Note shall be issued to and certain series retained by the Seller in the aggregate principal amount of Term Notes may not, $400.28 and shall not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Notes Class B Note (the "Unregistered NotesNote") are shall not be transferable other than pursuant to (i) an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in (ii) registration under the related Officer's Issuance CertificateSecurities Act. Unless otherwise provided in registered under the related Officer's Issuance CertificateSecurities Act, no sale, pledge or other transfer of any the Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an institutional investor that is an "accredited investor" (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A EXHIBIT E or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, or (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case case, unless the Seller otherwise directs, (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Seller, and (B) the Indenture Trustee shall require a written opinion Opinion of counsel Counsel (which shall not be at the expense of the Seller, the Servicer or the Indenture Trustee) satisfactory to the Seller and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor the Indenture Trustee shall be obligated hereunder to register any the Unregistered Notes Note under the Securities Act, qualify any the Unregistered Notes Note under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (b) Unless otherwise provided in the related Officer's Issuance Certificate, the Unregistered Notes may not be acquired by or for the account of a Benefit Plan and, by accepting and holding an Unregistered Note, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and, if requested to do so by the Seller or the Indenture Trustee, the Holder of an The Unregistered Note shall execute and deliver to the Indenture Trustee an Undertaking Letter in the form set forth in Exhibit B. (c) Unless otherwise provided in the related Officer's Issuance Certificate, Unregistered Notes shall be issued in the form of a Definitive Notes, shall be in fully registered form Note and Sections 2.10, 2.11 and 2.12 of this Indenture shall not apply thereto. (dc) Each The Unregistered Note shall bear legends to the effect set forth in subsections subsection (a) and (b) (if subsection (b) is applicable) above).

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series Certain Series of Term Notes may not, not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Unregistered Notes (the "Unregistered Notes") are shall not be transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Trust Issuance CertificateCertificate or Series Supplement, if any. Unless otherwise provided in the related Officer's Trust Issuance CertificateCertificate or Series Supplement, if any, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an "institutional investor that is an "accredited investor" (as described in Rule 501(a)(1501(a)(l), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller Grantee or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise certificate to such effect in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities ActNote Issuer, or (iiiii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller Note Issuer in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the SellerNote Issuer, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the SellerNote Issuer, the Servicer or the Indenture Trustee) satisfactory to the Seller Note Issuer and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor Grantee, the Note Issuer, the Indenture Trustee nor the Servicer shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (b) Unless otherwise provided in the related Officer's Trust Issuance CertificateCertificate or Series Supplement, the Unregistered Notes may not be acquired by or for the account of a Benefit Plan and, by accepting and holding an Unregistered Note, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and, if requested to do so by the Seller Note Issuer or the Indenture Trustee, the Holder of an Unregistered Note shall execute and deliver to the Indenture Trustee an Undertaking Letter a certificate to such effect in form and substance satisfactory to the form set forth in Exhibit B.Indenture Trustee and the Note Issuer. (c) Unless otherwise provided in the related Officer's Trust Issuance CertificateCertificate or Series Supplement, Unregistered Notes shall be issued in the form of Definitive Notes, shall be in fully registered form and Sections 2.10, 2.11 and 2.12 of this Indenture shall not apply thereto. (d) Each Unregistered Note shall bear legends to the effect set forth in subsections (a) and (b) (if subsection (b) is applicable) above.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes have not and will not, and certain series of Term Notes may not, be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Notes (the "Unregistered NotesUNREGISTERED NOTES") are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Issuance Certificate. An interest in the Revolving Notes is being sold in a private placement on the date hereof. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an institutional investor that is an "accredited investor" (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit EXHIBIT A or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, or (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification indt.form.01.wpd shall be in form and substance satisfactory to the Indenture Trustee and the Seller, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the Seller, the Servicer or the Indenture Trustee) satisfactory to the Seller and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (b) Unless otherwise provided in the related Officer's Issuance Certificate, the Unregistered Notes may not be acquired by or for the account of a Benefit Plan and, by accepting and holding an Unregistered Note, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and, if requested to do so by the Seller or the Indenture Trustee, the Holder of an Unregistered Note shall execute and deliver to the Indenture Trustee an Undertaking Letter in the form set forth in Exhibit EXHIBIT B. (c) Unless otherwise provided in the related Officer's Issuance Certificate, Unregistered Notes shall be issued in the form of Definitive Notes, shall be in fully registered form and Sections SECTIONS 2.10, 2.11 and AND 2.12 of this Indenture shall not apply thereto. (d) Each Unregistered Note shall bear legends to the effect set forth in subsections (a) and (b) (if subsection (b) is applicable) above.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series Certain Series of Term Notes may not, not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Unregistered Notes (the "Unregistered Notes") are shall not be transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, if any. Unless otherwise provided in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, if any, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an "institutional investor that is an "accredited investor" (as described in Rule 501(a)(1501(a)(l), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller CPL or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise certificate to such effect in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities ActNote Issuer, or (iiiii) such sale, pledge or other transfer is otherwise made in a transaction exempt from from, or not subject to, the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller Note Issuer in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the SellerNote Issuer, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the SellerNote Issuer, the Servicer or the Indenture Trustee) satisfactory to the Seller Note Issuer and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in None of CPL, the related Officer's Issuance CertificateNote Issuer, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor the Indenture Trustee or the Servicer shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (b) Unless otherwise provided in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, if any, the Unregistered Notes may not be acquired by or for the account of a Benefit Plan and, by accepting and holding an Unregistered Note, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and, if requested to do so by the Seller Note Issuer or the Indenture Trustee, the Holder of an Unregistered Note shall execute and deliver to the Indenture Trustee an Undertaking Letter a certificate to such effect in form and substance satisfactory to the form set forth in Exhibit B.Indenture Trustee and the Note Issuer. (c) Unless otherwise provided in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, if any, Unregistered Notes shall be issued in the form of Definitive Notes, shall be in fully registered form and Sections 2.10, 2.11 and 2.12 of this Indenture shall not apply thereto. (d) Each Unregistered Note shall bear legends to the effect set forth in subsections (a) and (b) (if subsection (b) is applicable) above.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series of Term Notes may not, be have not been registered under the Securities Act, Act or the securities laws of any other jurisdiction. Consequently, such the Notes (the "Unregistered Notes") are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Issuance CertificateIndenture Supplement. Unless otherwise provided in the related Officer's Issuance Certificate, no No sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Acti) or to an institutional investor that is an "accredited investor" (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller Transferor in writing the facts surrounding such transfer, which certification shall be in substantially the form attached to the applicable Indenture Supplement (or the relevant note purchase agreement relating to such Indenture Supplement) or otherwise in form and substance satisfactory to the Indenture Trustee (acting at the direction of the Administrator) and the SellerTransferor, and (B) the Indenture Trustee shall may require a written opinion Opinion of counsel Counsel (which shall not be at the expense of the SellerTransferor, the Servicer or the Indenture Trustee) satisfactory to the Seller Transferor and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided Act and (ii) satisfies the restrictions on transfer set forth in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transferapplicable Indenture Supplement. Neither the Seller Transferor nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. Notwithstanding anything contained in this Indenture or any Indenture Supplement to the contrary, neither the Indenture Trustee nor the Registrar, as the case may be, shall be responsible for ascertaining whether any transfer complies with the registration provisions of or exemptions from the Securities Act, applicable state securities laws, ERISA, the Code or the Investment Company Act. (bi) Unless otherwise provided in the related Officer's Issuance CertificateIndenture Supplement, the Unregistered Notes may not be acquired by or for the account of a Benefit Plan and, by accepting and holding an Unregistered a Note, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan such an entity and, if requested to do so by the Seller Transferor or the Indenture Trustee, the Holder of an Unregistered a Note shall execute and deliver to the Indenture Trustee an Undertaking Letter undertaking letter in the form set forth in Exhibit B.A. In the event the related Indenture Supplement provides that the Notes may be acquired by or for the account of a Benefit Plan, the purchase, holding and disposition of such Note (or interest therein) by a Benefit Plan will be deemed a representation and warranty that such purchase, holding and disposition of the Notes will not result in a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of any substantially similar applicable law. (cii) Unless otherwise If so provided in the related Officer's Issuance CertificateIndenture Supplement, Unregistered if the Holder of such Notes shall is a Plan, including any fiduciary acquiring the Notes on behalf of a Plan (“Plan Fiduciary”), the purchase, holding and disposition of such Note (or interest therein) by such Holder will be issued deemed a representation and warranty that: (A) if any of the Issuer, the sponsor, any initial purchaser, any placement agent or any of their respective affiliated entities (the “Transaction Parties”), has provided or will provide advice with respect to the acquisition of the Notes by the Plan, it has or will provide such advice only to the Plan Fiduciary which is independent of the Transaction Parties, and the Plan Fiduciary either: (1) is a bank as defined in Section 202 of the Investment Advisers Act of 1940 (the “Advisers Act”), or similar institution that is regulated and supervised and subject to periodic examination by a State or Federal agency; (2) is an insurance carrier which is qualified under the laws of more than one state to perform the services of managing, acquiring or disposing of assets of a Plan; (3) is an investment adviser registered under the Advisers Act, or, if not registered as an investment adviser under the Advisers Act by reason of paragraph (1) of Section 203A of the Advisers Act, is registered as an investment adviser under the laws of the state in which it maintains its principal office and place of business; (4) is a broker-dealer registered under the Exchange Act; or (5) has, and at all times that the Plan is invested in the form Notes will have, total assets of Definitive Notes, shall be in fully registered form and Sections 2.10, 2.11 and 2.12 of at least U.S. $50,000,000 under its management or control (provided that this Indenture clause (5) shall not apply thereto.be satisfied if the Plan Fiduciary is either (X) the owner or a relative of the owner of an investing XXX or (Y) a participant or beneficiary or relative of such participant or beneficiary of the Plan investing in the Notes in such capacity); (dB) Each Unregistered Note shall bear legends the Plan Fiduciary is capable of evaluating investment risks independently, both in general and with respect to particular transactions and investment strategies, including the acquisition by the Plan of the Notes; (C) the Plan Fiduciary is a “fiduciary” with respect to the effect set forth Plan within the meaning of Section 3(21) of ERISA, Section 4975 of the Code, or both, and is responsible for exercising independent judgment in subsections evaluating the Plan’s acquisition of the Notes; (aD) none of the Transaction Parties has exercised any authority to cause the Plan to invest in the Notes or to negotiate the terms of the Plan’s investment in the Notes; and (E) the Plan Fiduciary has been informed by the Transaction Parties: (X) that none of the Transaction Parties is undertaking to provide impartial investment advice or to give advice in a fiduciary capacity in connection with the Plan’s acquisition of the Notes; and (Y) of the existence and nature of the Transaction Parties financial interests in the Plan’s acquisition of the Notes. The representations in this Section 2.17(b)(ii) are intended to comply with the DOL’s Reg. Sections 29 C.F.R. 2510.3-21(a) and (bc)(1) as promulgated on April 8, 2016 (if subsection (b) is applicable) above81 Fed. Reg. 20,997). If these regulations are revoked, repealed or no longer effective, these representations shall be deemed to be no longer in effect.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving At the time of issuance, the Class B Notes will not, and certain series of Term Notes may not, shall not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Class B Notes (the "Unregistered Notes") are shall not be transferable other than pursuant to (i) an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in (ii) registration under the related Officer's Issuance CertificateSecurities Act. Unless otherwise provided in registered under the related Officer's Issuance CertificateSecurities Act, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an institutional investor that is an "accredited investor" (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A E or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, or (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case case, unless the Seller otherwise directs, (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Seller, and (B) the Indenture Trustee shall require a written opinion Opinion of counsel Counsel (which shall not be at the expense of the Seller, the Servicer or the Indenture Trustee) satisfactory to the Seller and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor the Indenture Trustee shall be obligated hereunder to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. In the event Class A Notes are Outstanding, the purchaser or holder of any Unregistered Note agrees by accepting such Note (or interest therein) to vote any such Unregistered Note in the manner the majority of the Outstanding Class A Notes have voted with regard to any issue voted upon. (b) Unless otherwise provided in the related Officer's Issuance Certificate, the Unregistered Notes may not be acquired by or for the account of a Benefit Plan and, by accepting and holding an Unregistered Note, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and, if requested to do so by the Seller or the Indenture Trustee, the Holder of an Unregistered Note shall execute and deliver to the Indenture Trustee an Undertaking Letter in the form set forth in Exhibit B. (c) Unless otherwise provided in the related Officer's Issuance Certificate, Unregistered Notes shall be issued in the form of Definitive Notes, shall be in fully registered form and Sections 2.10, 2.11 and 2.12 of this Indenture shall not apply thereto. (dc) Each Unregistered Note shall bear legends to the effect set forth in subsections subsection (a) and (b) (if subsection (b) is applicable) above).

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series Certain Series of Term Notes may not, not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Unregistered Notes (the "Unregistered Notes") are shall not be transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Trust Issuance CertificateCertificate or Series Supplement, if any. Unless otherwise provided in the related Officer's Trust Issuance CertificateCertificate or Series Supplement, if any, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an "institutional investor that is an "accredited investor" (as described in Rule 501(a)(1501(a)(l), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller Grantee or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise certificate to such effect in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities ActNote Issuer, or (iiiii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller Note Issuer in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the SellerNote Issuer, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the SellerNote Issuer, the Servicer or the Indenture Trustee) satisfactory to the Seller Note Issuer and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller Grantee, the Note Issuer, nor the Indenture Trustee nor the Servicer shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (b) Unless otherwise provided in the related Officer's Trust Issuance CertificateCertificate or Series Supplement, the Unregistered Notes may not be acquired by or for the account of a Benefit Plan and, by accepting and holding an Unregistered Note, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and, if requested to do so by the Seller Note Issuer or the Indenture Trustee, the Holder of an Unregistered Note shall execute and deliver to the Indenture Trustee an Undertaking Letter a certificate to such effect in form and substance satisfactory to the form set forth in Exhibit B.Indenture Trustee and the Note Issuer. (c) Unless otherwise provided in the related Officer's Trust Issuance CertificateCertificate or Series Supplement, Unregistered Notes shall be issued in the form of Definitive Notes, shall be in fully registered form and Sections 2.10, 2.11 and 2.12 of this Indenture shall not apply thereto. (d) Each Unregistered Note shall bear legends to the effect set forth in subsections (a) and (b) (if subsection (b) is applicable) above.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series Certain Series of Term Notes may not, not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Unregistered Notes (the "Unregistered Notes") are shall not be transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, if any. Unless otherwise provided in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, if any, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an "institutional investor that is an "accredited investor" (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller Grantee or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise certificate to such effect in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities ActNote Issuer, or (iiiii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller Note Issuer in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the SellerNote Issuer, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the SellerNote Issuer, the Servicer or the Indenture Trustee) satisfactory to the Seller Note Issuer and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller Grantee, the Note Issuer, nor the Indenture Trustee nor the Servicer shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (b) Unless otherwise provided in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, the Unregistered Notes may not be acquired by or for the account of a Benefit Plan and, by accepting and holding an Unregistered Note, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and, if requested to do so by the Seller Note Issuer or the Indenture Trustee, the Holder of an Unregistered Note shall execute and deliver to the Indenture Trustee an Undertaking Letter a certificate to such effect in form and substance satisfactory to the form set forth in Exhibit B.Indenture Trustee and the Note Issuer. (c) Unless otherwise provided in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, Unregistered Notes shall be issued in the form of Definitive Notes, shall be in fully registered form and Sections 2.10, 2.11 and 2.12 of this Indenture shall not apply thereto. (d) Each Unregistered Note shall bear legends to the effect set forth in subsections (a) and (b) (if subsection (b) is applicable) above.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series Certain Series of Term Notes may not, not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Unregistered Notes (the "Unregistered Notes") are shall not be transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, if any. Unless otherwise provided in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, if any, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an "institutional investor that is an "accredited investor" (as described in Rule 501(a)(1501(a)(l), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller Grantee or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A EXHIBIT or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities ActNote Issuer, or (iiiii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller Note Issuer in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the SellerNote Issuer, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the SellerNote Issuer, the Servicer or the Indenture Trustee) satisfactory to the Seller Note Issuer and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller Grantee, the Note Issuer, nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (b) Unless otherwise provided in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, the Unregistered Notes may not be acquired by or for the account of a Benefit Plan and, by accepting and holding an Unregistered Note, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and, if requested to do so by the Seller Note Issuer or the Indenture Trustee, the Holder of an Unregistered Note shall execute and deliver to the Indenture Trustee an Undertaking Letter a letter of undertaking in the form set forth in Exhibit B.EXHIBIT . (c) Unless otherwise provided in the related OfficerTrustee's Issuance CertificateCertificate or Series Supplement, Unregistered Notes shall be issued in the form of Definitive Notes, shall be in fully registered form and Sections 2.10, 2.11 and 2.12 of this Indenture shall not apply thereto. (d) Each Unregistered Note shall bear legends to the effect set forth in subsections (a) and (b) (if subsection (b) is applicable) above.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series Certain Series of Term Notes may not, not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Unregistered Notes (the "Unregistered Notes") are shall not be transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Issuance CertificateCertificate or Series Supplement, if any. Unless otherwise provided in the related Officer's Issuance CertificateCertificate or Series Supplement, if any, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an "institutional investor that is an "accredited investor" (as described in Rule 501(a)(1501(a)(l), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially certificate to such effect in the form attached hereto as Exhibit A or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities Act___, or (iiiii) such sale, pledge or other transfer is otherwise made in a transaction exempt from from, or not subject to, the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller Note Issuer in writing the facts surrounding such transfer, which certification shall be in the form and substance satisfactory to the Indenture Trustee and the Sellerattached hereto as Exhibit ___, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the SellerNote Issuer, the Servicer or the Indenture Trustee) satisfactory to the Seller Note Issuer and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in None of the related Officer's Issuance CertificateSeller, no salethe Note Issuer, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor the Indenture Trustee or the Servicer shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (b) Unless otherwise provided in the related Officer's Issuance CertificateCertificate or Series Supplement, if any, the Unregistered Notes may not be acquired by or for the account of a Benefit Plan and, by accepting and holding an Unregistered Note, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and, if requested to do so by the Seller or the Indenture Trustee, the Holder of an Unregistered Note shall execute and deliver to the Indenture Trustee an Undertaking Letter a certificate to such effect in the form set forth in attached hereto as Exhibit B.___. (c) Unless otherwise provided in the related Officer's Issuance CertificateCertificate or Series Supplement, if any, Unregistered Notes shall be issued in the form of Definitive Notes, shall be in fully registered form and Sections 2.10, 2.11 and 2.12 of this Indenture shall not apply thereto. (d) Each Unregistered Note shall bear legends to the effect set forth in subsections (a) and (b) (if subsection (b) is applicable) above.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes have not and will not, and certain series of Term Notes may not, be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Notes (the "Unregistered Notes") are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Issuance Certificate. An interest in the Revolving Notes is being sold in a private placement on the date hereof. Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or to an institutional investor that is an "accredited investor" (as described in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, or (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Seller, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the Seller, the Servicer or the Indenture Trustee) satisfactory to the Seller and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in the -11- 18 related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (b) Unless otherwise provided in the related Officer's Issuance Certificate, the Unregistered Notes may not be acquired by or for the account of a Benefit Plan and, by accepting and holding an Unregistered Note, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan and, if requested to do so by the Seller or the Indenture Trustee, the Holder of an Unregistered Note shall execute and deliver to the Indenture Trustee an Undertaking Letter in the form set forth in Exhibit B. (c) Unless otherwise provided in the related Officer's Issuance Certificate, Unregistered Notes shall be issued in the form of Definitive Notes, shall be in fully registered form and Sections 2.10, 2.11 and 2.12 of this Indenture shall not apply thereto. (d) Each Unregistered Note shall bear legends to the effect set forth in subsections (a) and (b) (if subsection (b) is applicable) above.

Special Terms Applicable to Subsequent Transfers of Certain Notes. (a) The Revolving Notes will not, and certain series Certain Series of Term Notes may not, not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Unregistered Notes (the "Unregistered Notes") are shall not be transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer's Issuance CertificateCertificate or Series Supplement, if any. Unless otherwise provided in the related Officer's Issuance CertificateCertificate or Series Supplement, if any, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or other transfer is made (A) to a "qualified institutional buyer" (as defined under Rule 144A under the Securities Act) or (B) to an "institutional investor that is an "accredited investor" (as described in Rule 501(a)(1501(a)(l), (2), (3) or (7) under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee which executes and delivers a certificate, substantially certificate to such effect in the form attached hereto as Exhibit A D or otherwise in form and substance satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non- United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or other transfer is otherwise made in a transaction exempt from from, or not subject to, the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Seller, and (B) the Indenture Trustee shall require a written opinion of counsel (which shall not be at the expense of the SellerNote Issuer, the Servicer or the Indenture Trustee) satisfactory to the Seller Note Issuer and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise provided in None of the related Officer's Issuance CertificateSeller, no salethe Note Issuer, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer. Neither the Seller nor the Indenture Trustee or the Servicer shall be obligated to register any Unregistered Notes under the Securities Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. (b) Unless otherwise provided in the related Officer's Issuance CertificateCertificate or Series Supplement, if any, the Unregistered Notes may not be acquired by or for the account of a Benefit Restricted Plan and, by accepting and holding an Unregistered Note, the Holder thereof of an Unregistered Note in global form shall be deemed to have represented and warranted that it is not a Benefit Restricted Plan and, if requested to do so by the Seller or the Indenture Trustee, the Holder of an Unregistered Note in definitive form shall execute and deliver to the Indenture Trustee an Undertaking Letter a certificate to such effect in the form set forth in attached hereto as Exhibit B.E. (c) Unless otherwise provided in the related Officer's Issuance CertificateCertificate or Series Supplement, if any, Unregistered Notes shall be issued in the form of Definitive Notes, shall be in fully registered form and Sections 2.10, 2.11 and 2.12 of this Indenture shall not apply thereto. (d) Each Unregistered Note shall bear legends to the effect set forth in subsections (a) and (b) (if subsection (b) is applicable) above.