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

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there shall be maintained at the office of a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company to act as Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (h) Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there The Trustee shall cause to be maintained at the office of kept a registrar appointed by the Issuer (the “Note Registrar”) a register Register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers and exchanges of Notes as herein provided. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as shall be “Note Registrar Registrar” for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. If The Note Register shall contain the Indenture Trustee resigns or is removed name, remittance instructions, as well as the Series and the number in accordance with the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company to act as Note RegistrarSeries. (b) No transfer, sale, pledge or other disposition of any Each Note or interest therein shall be made unless issued in minimum denominations of not less than the Minimum Denomination, so that transfer, sale, pledge or other disposition is exempt from on the registration and/or qualification requirements Closing Date the sum of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The denominations of all outstanding Notes shall be transferable only upon equal the surrender of a applicable Initial Note for registration of transfer Principal Balance. On the Closing Date and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuerpursuant to an Issuer Order, the Indenture Trustee will execute and authenticate (i) one or more Global Notes and/or (ii) Physical Notes all in an aggregate principal amount that shall equal the Initial Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state lawsPrincipal Balance. (c) The Global Notes (i) shall be delivered by the Issuer to DTC or, pursuant to DTC’s instructions, shall be delivered by the Issuer on behalf of DTC to and deposited with the DTC Custodian, and in each case shall be registered in the name of Cede & Co. and (ii) with respect to the Rule 144A Global Notes, shall bear a legend substantially to the following effect: “Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Note Registrar shall refuse to register or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested transfer unless it receives by an authorized representative of DTC (and upon receiptany payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.” The Global Notes may conclusively rely upon) a certification be deposited with such other depository as the Issuer may from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 heretotime to time designate, and shall have no duty bear such legend as may be appropriate; provided that such successor depository maintains a book-entry system that qualifies to determine whether such transfer be treated as “registered form” under Section 163(f)(3) of the Code. The Issuer is so exempt or complies hereby authorized to execute and deliver a Letter of Representations with such federal and state lawsDTC relating to the Notes. (d) Any purported transfer With respect to Notes registered in the Note Register in the name of a Note to a Person that does not comply with Cede & Co., as nominee of DTC, the requirements of this Section 2.04 will be null Issuer, the Servicer, the Owner Trustee (as such and void ab initio in its individual capacity) and the transferor (Trustee shall have no responsibility or the last preceding Holder of such Note (obligation to Direct or interest therein)) that was not so disqualified shall be restored Indirect Participants or Beneficial Owners for which DTC holds Notes from time to all rights time as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04Depository. Without limiting the express obligations immediately preceding sentence, the Issuer, the Servicer, the Owner Trustee (as such and in its individual capacity), and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Notes, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Holder, of a Note, (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Holder of a Note Registrar and Indenture Trustee otherwise set forth as shown in this Section 2.04the Note Register, nothing herein shall impose an affirmative duty of any amount with respect to any distribution of principal or interest on the Notes or (iv) the making of book-entry transfers among Participants of DTC with respect to Notes registered in the Note Registrar or Indenture Trustee to investigate or make Register in the name of the nominee of DTC. No Person other inquiries than a registered Holder of a Note as to whether shown in the Note Register shall receive a purported transferee has complied with the requirements set forth in this Section 2.04physical Note evidencing such Note. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver Upon delivery by DTC to the Note Registrar a certification Trustee of written notice to the effect that it DTC has (i) sole investment discretion determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to each such account and (ii) full power the payment of distributions by the mailing of checks or drafts to make the foregoing acknowledgmentsregistered Holders of Notes appearing as registered Owners in the Note Register on a Record Date, representations, warranties, certifications and agreements with respect to each such account as set forth the name “Cede & Co.” in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon Indenture shall refer to such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may benew nominee of DTC. (f) In the event that (i) DTC or the Servicer advises the Trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Global Notes and the Servicer is unable to locate a qualified successor or (ii) the Servicer at its sole option elects to terminate the book-entry system through DTC, the Global Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of DTC. At that time, the Servicer may determine that the Global Notes shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Servicer, or such depository’s agent or designee but, if the Servicer does not select such alternative global book-entry system, then upon surrender to the Note Registrar of the Global Notes by DTC, accompanied by the registration instructions from DTC for registration, the Trustee shall at the Servicer’s expense authenticate Physical Notes. Neither the Servicer nor the Trustee shall be liable for any delay in DTC’s delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Physical Notes, the Trustee, the Note Registrar, the Servicer, the Paying Agent and the Issuer shall recognize the Holders of the Physical Notes as Noteholders hereunder. (g) Notwithstanding any other provision of this Indenture to the contrary, so long as any Global Notes are registered in the name of Cede & Co., as nominee of DTC, all distributions of principal and interest on such Global Notes and all notices with respect to such Global Notes shall be made and given, respectively, in the manner provided in the Letter of Representations. (h) Subject to the preceding provisions of this Section 2.04paragraphs, upon surrender for registration of transfer of any Note at the offices office of the Note Registrar maintained for such purposeand, upon satisfaction of the conditions set forth below, the Issuer shall execute and the Indenture Trustee shall authenticate and deliverexecute, in the name of the designated transferee or transferees (andtransferees, a new Note and of the same aggregate Percentage Interest and dated the date of authentication by the Trustee. The Note Registrar shall maintain a record of any such transfer and deliver it to the extent that only a portion of the transferring Holder’s Note Balance is being transferredIssuer, to the transferring Holder), one Servicer or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered NoteTrustee upon request. (gi) At the option of any Holderthe Noteholders, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes in authorized denominations, upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purposeCorporate Trust Office. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder Noteholder making the exchange is entitled to receive. (h) . Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument wiring instructions, if applicable, in the form of transfer in form satisfactory Exhibit C. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make and the Note Registrar duly executed by, the Holder thereof shall not register transfers or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program)exchanges of Notes called for redemption. (ij) No service charge shall be imposed made for any transfer or exchange of Notes, but the Indenture Trustee or prior to transfer the Note Registrar may require payment from by the Holder transferor of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) . All Notes surrendered for payment, transfer and exchange or redemption shall be physically marked canceled by the Note Registrar, Registrar and the Note Registrar shall dispose of such canceled Notes retained and destroyed in accordance with its standard policies and procedures. (k) By acceptance of a Physical Note, whether upon original issuance or subsequent transfer, each Holder of such a Note acknowledges the restrictions on the transfer of such Note set forth in the Securities Legend and agrees that it will transfer such Note only as provided herein. In addition to the provisions of Sections 4.02(m) and (n), the following restrictions shall apply with respect to the transfer and registration of transfer of a Physical Note to a transferee that takes delivery in the form of a Physical Note: (i) The Note Registrar shall provide register the transfer of a Physical Note if the requested transfer is being made to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of transferee who has provided the Note Registrar as with a Rule 144A Certification or to a transferee who is an Affiliate of the Seller in a transfer which otherwise complies with Section 4.02(s); or (ii) The Note Registrar shall register the transfer of any Physical Note if (x) the transferor has advised the Note Registrar in writing that the Note is being transferred to a Person that is both an Institutional Accredited Investor and a Qualified Purchaser; (y) prior to the information set forth in transfer the transferee furnishes to the Note RegisterRegistrar a Transferee Letter; and (z) such transfer otherwise complies with Section 4.02(s). (l) Neither Subject to Section 4.02(n), so long as a Global Note remains outstanding and is held by or on behalf of DTC, transfers of beneficial interests in the Note Registrar nor the Indenture Trustee shall be under any duty Global Note, or transfers by Holders of Physical Notes to monitor or determine compliance with any federal, state or other securities or tax laws transferees that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate take delivery in substantially the form of Exhibit B-1 or beneficial interests in the representation letter Global Note, may be made only in substantially the form of Exhibit B-2 specifically required by the express terms of accordance with this Section 2.04 has been delivered to 4.02(l) and in accordance with the Note Registrar or the Indenture Trustee as a requirement rules of the registration of a transfer of a NoteDTC. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there The Issuer shall cause to be maintained kept at the office of or agency to be maintained by a transfer agent and registrar appointed by the Issuer (the “Note Transfer Agent and Registrar”) ), a register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Transfer Agent and Registrar shall provide for the registration of the Notes of each Series of Notes (unless otherwise provided in the related Indenture Supplement) and of transfers and exchanges of the Notes as herein provided. The Indenture Trustee Deutsche Bank Trust Company Americas is hereby initially appointed (Transfer Agent and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose purposes of registering the Notes and transfers and exchanges of the Notes as herein provided. If Deutsche Bank Trust Company Americas shall be permitted to resign as Transfer Agent and Registrar upon 30 days’ written notice to the Indenture Trustee; provided, however, that such resignation shall not be effective and Deutsche Bank Trust Company Americas shall continue to perform its duties as Transfer Agent and Registrar until the Indenture Trustee resigns or is removed in accordance has appointed a successor Transfer Agent and Registrar with the terms hereofwritten consent of the Issuer. If a Person other than the Indenture Trustee is appointed by the Issuer as the Transfer Agent and Registrar, the successor Issuer will give the Indenture Trustee prompt written notice of the appointment of such Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Register, and the Indenture Trustee shall immediately succeed have the right to its predecessor’s duties as inspect the Note Registrar, absent appointment Register at all reasonable times and to obtain copies thereof. An institution succeeding to the corporate agency business of the Transfer Agent and Registrar shall continue to be the Transfer Agent and Registrar without the execution or filing of any other bank paper or trust company to any further act as Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from on the registration and/or qualification requirements part of the Securities Act, regulations promulgated thereunder Indenture Trustee or such Transfer Agent and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities lawsRegistrar. The Transfer Agent and Registrar shall maintain in The City of New York (and, if so specified in the related Indenture Supplement for any Series of Notes, any other city designated in such Indenture Supplement) an office or offices or agency or agencies where Notes shall may be transferable only upon the surrender of a Note surrendered for registration of transfer or exchange. The Transfer Agent and delivery Registrar initially designates DB Services Americas, Inc., MSJCK01-0218, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Shareholder Services for such purposes. The Transfer Agent and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse give prompt written notice to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar Issuer and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to Noteholders of any change in the effect that it has (i) sole investment discretion with respect to each location of such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note office or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon agency. Upon surrender for registration of transfer of any Note at the offices office or agency of the Note Registrar maintained for such purposeTransfer Agent and Registrar, if the requirements of Section 2.4(b) and Section 8-401(a) of the UCC are met, the Issuer shall execute and after the Issuer has executed, the Indenture Trustee shall authenticate and deliver(if the Transfer Agent and Registrar is different than the Indenture Trustee, then the Transfer Agent and Registrar shall) deliver to the Noteholder, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder)transferees, one or more new Notes of Notes, in any authorized denominations, of the same Class and a like aggregate Note Balance of the surrendered Note. (g) principal amount. At the option of any HolderHolder of Registered Notes, its Registered Notes may be exchanged for other Registered Notes of a the same Series of Notes in authorized denominations of like aggregate Note Balance of the surrendered Notes principal amount, upon surrender of the Registered Notes to be exchanged at the offices any office or agency of the Note Transfer Agent and Registrar maintained for such purpose. Whenever any Notes of any Series of Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute and after the Issuer has executed, the Indenture Trustee shall authenticate and (if the Transfer Agent and Registrar is different than the Indenture Trustee, then the Transfer Agent and Registrar shall) deliver to the Notes of a like aggregate Note Balance of Noteholder, the surrendered Notes which the Holder Noteholder making the exchange is entitled to receive. (h) . All Notes issued upon any registration of transfer or exchange of the Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be (if so required by the Note Registrari) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar Issuer and the Indenture Trustee duly executed by, the Holder thereof or its such Holder’s attorney duly authorized in writing, unless otherwise provided in the related Indenture Supplement, with a medallion signature guarantee, and (ii) accompanied by such other documents as the Indenture Trustee may require. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g.preceding provisions of this Section 2.4 notwithstanding, the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program Indenture Trustee or the New York Stock ExchangeTransfer Agent and Registrar, Inc. Medallion Signature Program). (i) No as the case may be, shall not be required to register the transfer or exchange of any Note of any Series of Notes for a period of 15 days preceding the due date for any payment in full of the Notes of such Series. Unless otherwise provided in the related Indenture Supplement, no service charge shall be imposed made for any registration of transfer or exchange of Notes, but the Indenture Trustee or the Note Transfer Agent and Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) . All Notes surrendered for registration of transfer and exchange shall be physically canceled by the Note Transfer Agent and Registrar and disposed of in a manner satisfactory to the Indenture Trustee. The Indenture Trustee shall cancel and destroy any Global Notes upon its exchange in full for Definitive Notes. The Issuer shall execute and deliver to the Indenture Trustee or the Transfer Agent and Registrar, as applicable, Registered Notes in such amounts and at such times as are necessary to enable the Indenture Trustee to fulfill its responsibilities under the Indenture and the Note Registrar shall dispose Notes. None of such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide to the Issuer or the Indenture Trustee, upon reasonable prior written requestthe Transfer Agent or the Registrar shall have any obligation or duty to monitor, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture Trustee shall have the right or under applicable law with respect to obtain a copy thereof within a reasonable amount any transfer of time after receipt any interest in any Note (including any transfers between or among Depository participants or beneficial owners of notice by the Note Registrarinterests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to rely conclusively upon a certificate of do so if and when expressly required by the Note Registrar terms of, the Indenture, and to examine the same to determine substantial compliance as to form with the information express requirements hereof. The Indenture Trustee, the Transfer Agent, the Registrar and the Paying Agent shall have no responsibility for any actions taken or not taken by the Depository. (b) Unless otherwise provided in the related Indenture Supplement, registration of transfer of Registered Notes containing a legend relating to the restrictions on transfer of such Registered Notes (which legend shall be set forth in the Note Register. (lIndenture Supplement relating to such Notes) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that effected only if the Note Registrar or the conditions set forth in such related Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a NoteSupplement are satisfied. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there The Issuer shall cause to be maintained kept at the office of a registrar appointed by the Issuer (the “Note Registrar”) Corporate Trust Office, a register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the registration of Notes and the registration of transfers of Notes shall be provided. A note registrar (which may be the Indenture Trustee or the Owner Trustee) (in such capacity, the “Note Registrar Registrar”) shall provide for the registration of Notes Registered Notes, and of transfers and exchanges of Registered Notes as herein provided. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company to act as Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall initially be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and any co-note registrar chosen by the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal Issuer and state laws. (c) The Note Registrar shall refuse acceptable to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth Any reference in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification shall include any co-note registrar unless the context requires otherwise. The Indenture Trustee may revoke such appointment and remove any Note Registrar if the Indenture Trustee determines in its sole discretion that such Note Registrar failed to perform its obligations under this Indenture in any material respect. Any Note Registrar shall be permitted to resign as Note Registrar upon thirty (30) days written notice to the effect Issuer and the Indenture Trustee; provided, however, that it has (i) sole investment discretion with respect to each such account resignation shall not be effective and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar shall continue to perform its duties as Note Registrar until the Indenture Trustee has appointed a successor Note Registrar (which may conclusively rely upon such certificationbe the Indenture Trustee) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject reasonably acceptable to the preceding provisions of this Section 2.04, upon Issuer. Upon surrender for registration of transfer or exchange of any Registered Note at the offices any office or agency of the Note Registrar maintained for such purpose, one or more new Registered Notes, (of the Issuer same Series and Class) in authorized denominations of like tenor and aggregate principal amount shall execute be executed, authenticated and the Indenture Trustee shall authenticate and deliverdelivered, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) transferees. At the option of any Holdera Noteholder, its subject to the provisions of this Section 2.05, Registered Notes may be exchanged for other Registered Notes of a like aggregate Note Balance (of the surrendered Notes same Series and Class), as applicable, of authorized denominations of like tenor and aggregate principal amount, upon surrender of the Notes Registered Notes, to be exchanged at any such office or agency. All Notes issued upon any registration of transfer or exchange of Notes shall be the offices valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The preceding provisions of this Section 2.05(a) notwithstanding, the Indenture Trustee or the Note Registrar maintained Registrar, as the case may be, shall not be required to register the transfer of or exchange any Note for such purposea period of fifteen (15) days preceding the due date for any payment with respect to the Note. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder Noteholder making the exchange is entitled to receive. (h) . Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Indenture Trustee or the Note Registrar duly executed by, by the Holder Noteholder or the attorney-in-fact thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge shall be imposed made for any registration of transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such transfer or exchange of Notes. (j) exchange. All Notes surrendered for registration of transfer and exchange or for payment shall be physically canceled and disposed of in a manner satisfactory to the Issuer as confirmed in writing by the Note Registrar, Issuer to the Indenture Trustee. The Issuer shall execute and deliver to the Note Registrar shall dispose of such canceled Indenture Trustee Registered Notes in accordance with such amounts and at such times as are necessary to enable the Indenture Trustee to fulfill its standard proceduresresponsibilities under this Indenture. (kb) The Note Registrar shall provide to the Issuer will maintain at its expense in St. ▇▇▇▇, Minnesota, or the Indenture TrusteeNew York, upon reasonable prior written request, and at the expense of the IssuerNew York, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor office or determine compliance with any federal, state or other securities or tax laws that agency where Notes may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the surrendered for registration of a transfer of a Noteor exchange. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (ai) At all times during the term of this Indenture, there The Trustee shall cause to be maintained kept at the office of or agency to be maintained by a transfer agent and registrar appointed by the Issuer (the “Note Transfer Agent and Registrar”) ), in accordance with the provisions of Section 2.6(c), a register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Transfer Agent and Registrar shall provide for the registration of the Notes of each Series (unless otherwise provided in the related Series Supplement) and registrations of transfers and exchanges of the Notes as herein provided. The Indenture Trustee is hereby initially appointed (Transfer Agent and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose purposes of registering the Notes and transfers and exchanges of the Notes as herein provided. If a Person other than the Indenture Trustee resigns or is removed in accordance with appointed by the terms hereofIssuer as Transfer Agent and Registrar, the successor Indenture Issuer will give the Trustee prompt written notice of the appointment of such Transfer Agent and Registrar and of the location, and any change in the location, of the Note Register, and the Trustee shall immediately succeed have the right to its predecessor’s duties inspect the Note Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by a Responsible Officer thereof as Note to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. For so long as the Trustee is acting as Transfer Agent and Registrar, absent appointment the Issuer shall not appoint any Transfer Agent and Registrar without the prior written consent of the Trustee. If any other bank or trust company form of Note is issued as a Global Note, the Trustee may appoint a co-transfer agent and co-registrar in a European city. Any reference in this Indenture to act the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. The Trustee shall be permitted to resign as Note Transfer Agent and Registrar upon thirty (30) days’ written notice to the Servicer and the Issuer. In the event that the Trustee shall no longer be the Transfer Agent and Registrar, the Issuer shall appoint a successor Transfer Agent and Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon Upon surrender for registration of transfer of any Note at the offices any office or agency of the Note Registrar maintained for such purposeTransfer Agent and Registrar, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute execute, subject to the provisions of Section 2.6(b), and the Indenture Trustee shall authenticate and deliver(unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver and the Noteholder shall obtain from the Trustee, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder)transferees, one or more new Notes in authorized denominations of authorized denominations, of a like aggregate Note Balance of the surrendered Noteprincipal amount. (giii) All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. (iv) At the option of any HolderHolder of Registered Notes, its Registered Notes may be exchanged for other Registered Notes of a either (a) the same Series of the same Class in authorized denominations of like aggregate Note Balance principal amounts or (b) the same Series, solely upon the initial issuance of such Registered Notes in the surrendered Notes manner specified in the Series Supplement for such Series, upon surrender of the Registered Notes to be exchanged at the offices any office or agency of the Note Transfer Agent and Registrar maintained for such purpose. . (v) Whenever any Notes of any Series are so surrendered for exchange, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute and the Indenture Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver and the Notes of a like aggregate Note Balance of Noteholders shall obtain from the surrendered Trustee, the Notes which the Holder Noteholder making the exchange is entitled to receive. (h) . Every Note presented or surrendered for registration of transfer or exchange exchange, other than as explicitly set forth in a Series Supplement, shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Note Trustee and the Transfer Agent and Registrar duly executed by, by the Holder Noteholder thereof or its attorney his attorney-in-fact duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and signature of the Noteholder on such instrument of transfer documents, and to have signatures shall be guaranteed by an “eligible guarantor institution” that is a member meeting the requirements of the Transfer Agent and Registrar, which requirements include membership or participant participation in a recognized STAMP or such other “signature guarantee program” (e.g.as may be determined by the Transfer Agent and Registrar in addition to, or in substitution for, STAMP, all in accordance with the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program)Act. (ivi) No The preceding provisions of this Section 2.6 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the exchange of any Global Note of any Series for a Definitive Note or the transfer of or exchange of any Note of any Series for a period of five (5) Business Days preceding the due date for any payment with respect to the Notes of such Series or during the period beginning on any Record Date and ending on the next following Payment Date. (vii) Unless otherwise provided in the related Series Supplement, no service charge shall be imposed made for any registration of transfer or exchange of Notes, but the Indenture Trustee or the Note Transfer Agent and Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (jviii) All Notes surrendered for registration of transfer and exchange shall be physically canceled cancelled by the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy any Global Note upon its exchange in full for Definitive Notes and shall, if requested by the Issuer in writing, deliver a certificate of destruction to the Issuer, using a form of such certificate customarily delivered by the Trustee. If applicable, such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency to the effect referred to in Section 2.19 was received with respect to each portion of the Global Note exchanged for Definitive Notes. (ix) Upon written direction, the Issuer shall deliver to the Trustee or the Transfer Agent and Registrar, as applicable, Registered Notes in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Indenture and the Notes. (x) Prior to due presentment for registration of transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note Registrar shall dispose is registered (as of the day of determination) as the absolute owner of such canceled Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Trustee, any Agent nor the Issuer shall be affected by notice to the contrary. (xi) Notwithstanding any other provision of this Section 2.6, the typewritten Note or Notes representing Book-Entry Notes for any Series may be transferred, in whole but not in part, only to another nominee of the Clearing Agency or Foreign Clearing Agency for such Series, or to a successor Clearing Agency or Foreign Clearing Agency for such Series selected or approved by the Issuer or to a nominee of such successor Clearing Agency or Foreign Clearing Agency, only if in accordance with its standard proceduresthis Section 2.6. (kxii) The Unless otherwise provided in the related Series Supplement, by its acceptance of a Note, each Noteholder and Note Registrar Owner (and if such Noteholder or Note Owner is a Plan, its fiduciary or trustee) shall provide be deemed to (1) represent and warrant that either (A) it is not acquiring the Note (or any interest therein) on behalf of or with the assets of a Benefit Plan Investor or a Plan that is subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”) or (B) its acquisition and holding of such Note (or interest therein), in the case of a Benefit Plan Investor, will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a Plan that is subject to Similar Law, will not result in a violation of Similar Law; and (2) acknowledge and agree that the Note (or any interest therein) is not eligible for acquisition by Benefit Plan Investors or Plans that are subject to Similar Law at any time that the Notes do not constitute debt under applicable local law without substantial equity features (within the meaning of the Department of Labor regulation located at 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA). (b) Unless otherwise provided in the related Series Supplement, registration of transfer of Registered Notes containing a legend relating to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense restrictions on transfer of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee such Registered Notes (which legend shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information be set forth in the Note RegisterSeries Supplement relating to such Notes) shall be effected only if the conditions set forth in such related Series Supplement are satisfied. (l) Neither Whenever a Registered Note containing the Note legend set forth in the related Series Supplement is presented to the Transfer Agent and Registrar nor for registration of transfer, the Indenture Transfer Agent and Registrar shall promptly seek instructions from the Issuer regarding such transfer. The Transfer Agent and Registrar and the Trustee shall be under entitled to receive written instructions signed by a Responsible Officer prior to registering any duty to monitor such transfer or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trusteeauthenticating new Registered Notes, as the case may be, shall be under a duty . The Issuer hereby agrees to receive indemnify the Transfer Agent and Registrar and the Trustee and to examine hold each of them harmless against any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in reliance on any such written instructions furnished pursuant to determine whether this Section 2.6(b). (c) The Transfer Agent and Registrar will maintain at its expense in Minneapolis, Minnesota (and subject to this Section 2.6, if specified in the certificate related Series Supplement for any Series, any other city designated in substantially such Series Supplement) an office or offices or an agency or agencies where Notes of such Series may be surrendered for registration of transfer or exchange. (d) Any Retained Notes (other than the form Class R Notes) may not be transferred to another Person (other than a Person that is considered the same Person as the Issuer for United States federal income tax purposes) unless (x) in the case of Exhibit B-1 any Class A Notes that are Retained Notes, the Transferor shall cause an Opinion of Counsel to be delivered to the Seller and the Trustee at such time stating that such Notes will be debt for United States federal income tax purposes or (y) in the representation letter in substantially case of any Class B Notes, Class C Notes or Class R Notes that are Retained Notes, the form of Exhibit B-2 specifically Transferee shall have provided the related Transferee Certificate required by the express terms Series Supplement. In addition, the Retained Notes will not be registered under the Securities Act of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note1933. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during The Issuer hereby initially appoints the term of this Indenture, there Registrar as transfer agent for the Notes. The Registrar shall register Notes and transfers and exchanges thereof as provided herein. The Registrar and each transfer agent and co-security registrar (if any) appointed with respect to the Notes shall be maintained referred to collectively as the “Transfer Agent.” The Registrar shall cause to be kept at the office of a registrar appointed or agency to be maintained by the Issuer (the “Note Registrar”) it in accordance with Section 8.12 a register (the “Note Register”) in which, subject to restrictions on transfer set forth herein, and such other reasonable regulations as the Note Registrar it may prescribe, the Note Registrar shall provide for for: (i) the registration of the Notes and (ii) the registration of transfers and exchanges of the Notes as herein providedprovided herein. The Indenture Trustee shall preserve, in as current a form as is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. If the Indenture Trustee resigns or is removed in accordance with the terms hereofreasonably practicable, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment names and addresses of any other bank or trust company to act as Note RegistrarHolders received by the Trustee. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon Upon surrender for registration of transfer of any Note at the offices of Corporate Trust Office or such other office or agency maintained by the Note Registrar maintained for such purposeTrustee in accordance with Section 8.12, the Issuer shall execute and the Indenture Trustee shall shall, upon receipt of an Authentication Order, authenticate and deliver, in the name of the designated transferee or transferees (and, to if the extent that only a portion transfer is for less than all of the transferring Holder’s Note Balance is being transferredapplicable Note, to the transferring Holdertransferor), one or more new Notes of Note(s) executed by the Issuer in authorized denominations, denominations of a like aggregate Note Balance of principal balance and deliver such new Note(s) to the surrendered Noteapplicable Holder(s). (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (hc) Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Note Registrar Trustee (or the applicable Transfer Agent) duly executed by, by the applicable Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (id) No service charge shall be imposed charged to a Holder for any registration of transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax Tax or other governmental charge payable in connection therewith and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer or exchange of the Notes, other than exchanges pursuant to Section 2.13 hereof not involving any transfer. (je) All Notes surrendered for registration of transfer and or exchange shall be physically canceled and subsequently destroyed or retained by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes Trustee in accordance with its standard procedures. (k) The Note Registrar shall provide retention policy. In addition to the other provisions herein, the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have reserves the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrarimpose such transfer, certificate, exchange or other requirements, and to rely conclusively upon require such restrictive legends on a certificate Note, as it may determine are necessary to ensure compliance with the securities laws of the Note Registrar as to United States and the information set forth in the Note Registerstates thereof and any other Applicable Laws. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there The Note Registrar shall be maintained at the office of maintain a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) Register in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Registrar shall provide for the registration of the Notes and of issuances, transfers and exchanges of Notes thereof as herein providedprovided in this Agreement. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering the Notes and issuances, transfers and exchanges of Notes thereof as herein providedprovided in this Agreement. If In the Indenture Trustee resigns or is removed in accordance with event that, subsequent to the terms hereofClosing Date, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company notifies the Servicer that it is unable to act as Note Registrar, the Servicer shall appoint another bank or trust company, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Note Registrar under this Agreement. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04Agreement, upon surrender for registration of transfer of any Note at the offices of Corporate Trust Office, or the direction to issue an additional Note Registrar maintained for such purpose, pursuant to Section 6.03(b) the Issuer shall execute execute, and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder)transferees, one or more new Notes of in authorized denominations, denominations of a like aggregate Note Balance of the surrendered Noteprincipal amount. (gc) At the option of any Holder, its Notes may be exchanged for other Notes of authorized denominations of a like aggregate Note Balance principal amount, at the option of the surrendered Notes related Noteholder upon surrender of the Notes Note to be exchanged at the offices of the Note Registrar maintained for any such purposeoffice or agency. Whenever any Notes are Note is so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of that the surrendered Notes which the Holder Noteholder making the exchange is entitled to receive. (h) . Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Note Registrar duly executed by, by the Holder Noteholder thereof or its his or her attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (id) No service or other charge shall be imposed made for any registration of issuance, transfer or exchange of NotesNotes by the Trustee or the Servicer, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (je) All Any Notes surrendered for registration of transfer and or exchange shall be physically canceled and subsequently destroyed by the Trustee. (f) Each purchaser of a Note Registraror of a beneficial interest therein shall be deemed to have represented and warranted, by accepting such Note or beneficial interest as follows: (i) it is acquiring the Notes for its own account or for an account with respect to which it exercises sole investment discretion, and that it or such account is a Qualified Institutional Buyer or an Accredited Investor acquiring the Note Registrar shall dispose Notes for investment purposes and not for distribution; (ii) it acknowledges that the Notes have not been registered under the Securities Act or any state securities laws and may not be sold except as permitted below; (iii) it understands and agrees that such Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act, and that such canceled Notes may be resold, pledged or transferred only in accordance with Section 6.04(g) below (1) to a person who the transferor reasonably believes after due inquiry is, and who has certified that it is, a Qualified Institutional Buyer that purchases for its standard procedures.own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (2) to an institution that is an Accredited Investor who has certified that it is an Accredited Investor purchasing for its own account or for the account of another Accredited Investor (unless the purchaser is a bank acting in its fiduciary capacity); (kiv) The Note Registrar shall provide it understands that the following legend will be placed on the Notes, unless otherwise agreed by the Issuer: "THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN THE INDENTURE AND SERVICING AGREEMENT UNDER WHICH THIS NOTE IS ISSUED (A COPY OF WHICH IS AVAILABLE FROM THE TRUSTEE UPON REQUEST). PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT THE SELLER OF ANY NOTES MAY BE RELYING ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT." (v) it (x) has such knowledge and experience in financial and business matters as to be capable of evaluating the Issuer merits and risks of its prospective investment in the Notes; and (y) it (or any account for which it is purchasing) has the Indenture Trustee, upon reasonable prior written request, ability to bear the economic risks of its prospective investment for an indefinite period and at can afford the expense complete loss of such investment; (vi) it understands that the Issuer, an updated copy the Placement Agent and others will rely upon the truth and accuracy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrarforegoing acknowledgments, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federalrepresentations, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.warranties and

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there The Indenture Trustee shall cause to be maintained at the office of kept a registrar appointed by the Issuer (the “Note Registrar”) a register Register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers and exchanges of Notes as herein provided. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as shall be “Note Registrar Registrar” for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. If The Note Register shall contain the Indenture Trustee resigns or is removed name, remittance instructions, Class of each Noteholder, as well as the Series and the number in accordance with the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company to act as Note RegistrarSeries. (b) No transfer, sale, pledge or other disposition Each Class of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon issued in minimum denominations of $250,000 initial principal amount and integral multiples of $1,000 in excess thereof so that the surrender sum of a Note for registration the denominations of transfer and delivery all outstanding Notes of such Class shall equal the applicable Initial Class A Principal Balance, the Initial Class B Principal Balance, the Initial Class C Principal Balance, the Initial Class D Principal Balance and the duly completed and executed certification substantially in Initial Class E Principal Balance, respectively. On the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the IssuerClosing Date, the Indenture Trustee will execute and authenticate (i) one or more Global Notes and/or (ii) Individual Notes all in an aggregate principal amount that shall equal the applicable Initial Class A Principal Balance, the applicable Initial Class B Principal Balance, the applicable Initial Class C Principal Balance, the applicable Initial Class D Principal Balance and the applicable Initial Class E Principal Balance. The Global Notes (i) shall be delivered by the Issuer to the Depository or, pursuant to the Depository’s instructions, shall be delivered by the Issuer on behalf of the Depository to and deposited with the Depository Custodian, and in each case shall be registered in the name of Cede & Co. and (ii) with respect to the Rule 144A Global Notes, shall bear a legend substantially to the following effect: “Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Note Registrar or its agent for registration of transfer, exchange or payment, and any Note issued is obligated registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law Cede & Co. or to take any action not otherwise required under this Indenture such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.” The Global Notes may be deposited with such other Depository as the Issuer may from time to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shalltime designate, and is hereby deemed shall bear such legend as may be appropriate; provided that such successor Depository maintains a book-entry system that qualifies to have agreed to, indemnify be treated as “registered form” under Section 163(f)(3) of the Code. The Issuer and hold harmless the Issuer, the Indenture Trustee are hereby authorized to execute and deliver a Letter of Representations with the Note Registrar against costs, damages, or any other liability that may result if Depository relating to the transfer is not so exempt or is not made in accordance with such federal and state lawsNotes. (c) The With respect to Notes registered in the Note Registrar shall refuse to register any requested transfer unless it receives Register in the name of Cede & Co., as nominee of the Depository, the Issuer, the Servicer, the Owner Trustee (as such and upon receipt, may conclusively rely uponin its individual capacity) a certification from and the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and Indenture Trustee shall have no duty responsibility or obligation to determine whether Direct or Indirect Participants or Beneficial Owners for which the Depository holds Notes from time to time as a Depository. Without limiting the immediately preceding sentence, the Issuer, the Servicer, the Owner Trustee, (as such transfer is so exempt and in its individual capacity), and the Indenture Trustee shall have no responsibility or complies obligation with respect to (a) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Notes, (b) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Holder of a Note, (c) the payment to any Direct or Indirect Participant or any other Person, other than a registered Holder of a Note as shown in the Note Register, of any amount with respect to any distribution of principal or interest on the Notes or (d) the making of book-entry transfers among Participants of the Depository with respect to Notes registered in the Note Register in the name of the nominee of the Depository. No Person other than a registered Holder of a Note as shown in the Note Register shall receive a Note evidencing such federal and state lawsNote. (d) Any purported transfer Upon delivery by the Depository to the Indenture Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of distributions by the mailing of checks or drafts to the registered Holders of Notes appearing as registered Owners in the Note Register on a Record Date, the name “Cede & Co.” in this Indenture shall refer to such new nominee of the Depository. (e) In the event that (i) the Depository or the Servicer advises the Indenture Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Global Notes and the Servicer is unable to locate a Person qualified successor or (ii) the Servicer at its sole option elects to terminate the book-entry system through the Depository, the Global Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Servicer may determine that the Global Notes shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Servicer, or such depository’s agent or designee but, if the Servicer does not comply with select such alternative global book-entry system, then upon surrender to the requirements Note Registrar of this Section 2.04 will the Global Notes by the Depository, accompanied by the registration instructions from the Depository for registration, the Indenture Trustee shall at the Servicer’s expense authenticate Individual Notes. Neither the Servicer nor the Indenture Trustee shall be null and void ab initio and the transferor (or the last preceding Holder liable for any delay in delivery of such Note (or interest therein)) that was not so disqualified instructions and may conclusively rely on, and shall be restored to all rights as a Holder thereof retroactively to protected in relying on, such instructions. Upon the date issuance of transfer of such Note by such disqualified transferee. None of Individual Notes, the Indenture Trustee, the Note Registrar or Registrar, the Servicer, any other Person Paying Agent and the Issuer shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations Holders of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries Individual Notes as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may beNoteholders hereunder. (f) Notwithstanding any other provision of this Agreement to the contrary, so long as any Global Notes are registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal and interest on such Global Notes and all notices with respect to such Global Notes shall be made and given, respectively, in the manner provided in the Letter of Representations. (g) Subject to the preceding provisions of this Section 2.04paragraphs, upon surrender for registration of transfer of any Note at the offices office of the Note Registrar maintained for such purposeand, upon satisfaction of the conditions set forth below, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (andtransferees, to the extent that only a portion new Note of the transferring Holder’s same Percentage Interest and dated the date of authentication by the Indenture Trustee. The Note Balance is being transferred, to Registrar shall notify the transferring Holder), one or more new Notes Servicer and the Indenture Trustee of authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) any such transfer. At the option of any Holderthe Noteholders, its Notes may be exchanged for other Notes in authorized denominations of a like aggregate Note Balance of the surrendered Notes Class, upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purposeoffice. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder Noteholder making the exchange is entitled to receive. (h) . Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument wiring instructions, if applicable, in the form of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program).Exhibit C. (ih) No service charge shall be imposed made for any transfer or exchange of Notes, but the Indenture Trustee or prior to transfer the Note Registrar may require payment from by the Holder transferor of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. All Notes surrendered for payment, transfer and exchange, redemption or repurchase shall be marked canceled by the Note Registrar and retained for one year and destroyed thereafter. (i) By acceptance of an Individual Note, whether upon original issuance or subsequent transfer, each holder of such a Note acknowledges the restrictions on the transfer of such Note set forth in the Securities Legend and agrees that it will transfer such a Note only as provided herein. In addition to the provisions of Section 4.02(n), the following restrictions shall apply with respect to the transfer and registration of transfer of an Individual Note to a transferee that takes delivery in the form of an Individual Note: (i) The Note Registrar shall register the transfer of an Individual Note if the requested transfer is being made to a transferee who has provided the Note Registrar with a Rule 144A Certification. (ii) The Note Registrar shall register the transfer of any Individual Note if (x) the transferor has advised the Note Registrar in writing that the Note is being transferred to an Institutional Accredited Investor who is a Qualified Purchaser; and (y) prior to the transfer the transferee furnishes to the Note Registrar a Transferee Letter; provided that, if based upon an Opinion of Counsel to the effect that the delivery of (x) and (y) above are not sufficient to confirm that the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable laws, the Note Registrar may as a condition of the registration of any such transfer require the transferor to furnish other certifications, legal opinions or other information prior to registering the transfer of an Individual Note. (j) All Subject to Section 4.02(n), so long as a Global Note remains outstanding and is held by or on behalf of the Depository, transfers of beneficial interests in the Global Note, or transfers by holders of Individual Notes surrendered for transfer and exchange shall to transferees that take delivery in the form of beneficial interests in the Global Note, may be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes made only in accordance with its standard procedures. (kthis Section 4.02(j) The Note Registrar shall provide to and in accordance with the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense rules of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note RegisterDepository. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) The Issuer may, at its own expense, appoint any Person with appropriate experience as a securities registrar to act as Note Registrar hereunder; provided that in the absence of any other Person appointed in accordance herewith acting as Note Registrar, the Indenture Trustee agrees to act in such capacity in accordance with the terms hereof. The Note Registrar shall be subject to the same standards of care, limitations on liability and rights to indemnity as the Indenture Trustee, and the provisions of Sections 11.01, 11.02, 11.03, 11.04, 11.05(b), and 11.05(c) shall apply to the Note Registrar to the same extent that they apply to the Indenture Trustee and with the same rights of recovery. Any Note Registrar appointed in accordance with this Section 2.02(a) may at any time resign by giving at least 90 days’ advance written notice of resignation to the Indenture Trustee, the Servicer, the Back-Up Manager and the Issuer. The Issuer may at any time terminate the agency of any Note Registrar appointed in accordance with this Section 2.02(a) by giving written notice of termination to such Note Registrar, with a copy to the Indenture Trustee, the Back-Up Manager and the Servicer. If a successor Note Registrar does not take office within 30 days after the outgoing Note Registrar resigns or is removed, the outgoing Note Registrar may petition any court of competent jurisdiction for the appointment of a successor Note Registrar. At all times during the term of this Base Indenture, there shall be maintained at the office of the Note Registrar a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) Register in which, subject to such reasonable regulations as the Note Registrar may prescribe, the Note Registrar shall provide for the registration of Notes (including the name and address of each such Noteholder) and of transfers and exchanges of Notes as herein provided. The Indenture Trustee is hereby initially appointed provided (or as set forth in any Series Supplement with respect to the transfer and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. If the Indenture Trustee resigns registration or is removed in accordance with the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment de-registration of any other bank or trust company to act as Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities lawsUncertificated Note). The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives indicate in its books and records the principal (and upon receipt, may conclusively rely uponstated interest) a certification amount owing to each Noteholder from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty time to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transfereetime. None of the Indenture TrusteeThe Issuer, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (h) Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer Servicer and the Indenture Trustee shall have the right to inspect the Note Register or to obtain a copy thereof within a at all reasonable amount of time after receipt of notice by the Note Registrartimes, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (lb) Neither No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. Except as otherwise provided in a Series Supplement for a Series of Variable Funding Notes, if a transfer of any Note that constitutes a Definitive Note is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Notes or a transfer of a Book-Entry Note to a successor Depositary as contemplated by Section 2.03(c)), the Note Registrar nor the Indenture Trustee shall be under any refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon with no duty to monitor confirm, verify or determine compliance otherwise review and with any federalno liability therefor) either: (i) a certificate from the Noteholder desiring to effect such transfer substantially in the form attached hereto as Exhibit B-4 or Exhibit B-5, state as applicable, and a certificate from the prospective Transferee substantially in the form attached hereto as Exhibit B-2 or other securities or tax laws that may be Exhibit B-3, as applicable; provided, however, that or (ii) an Opinion of Counsel satisfactory to the Note Registrar or to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Issuer, the Servicer, the Indenture Trustee, the Manager, or the Note Registrar in their respective capacities as such), together with the case may bewritten certification(s) as to the facts surrounding such transfer from the Noteholder desiring to effect such transfer or such Noteholder’s prospective Transferee on which such Opinion of Counsel is based. Notwithstanding any of the foregoing to the contrary, shall be under if a duty Definitive Term Note is transferred to receive and to examine to determine whether the certificate a Holder who takes its interest therein in substantially the form of Exhibit B-1 a Global Note, such Holder shall not be obligated to provide any additional documentation. The transfer, sale, pledge or other disposition of any Class of a Series of Variable Funding Notes shall be subject to the representation letter terms of the Series Supplement for such Series and the applicable Variable Funding Note Purchase Agreement. If a transfer of any interest in substantially a Rule 144A Global Note is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Book-Entry Notes), then the Holder is deemed to represent to the Issuer, the Note Registrar and the Indenture Trustee that it is a Qualified Institutional Buyer and is acquiring a Rule 144A Global Note (or interest therein) for its own account (and not for the account of others) or as a fiduciary or agent for others (which others are Qualified Institutional Buyers). Except as provided in the following two paragraphs, no interest in a Rule 144A Global Note for any Class of Book-Entry Notes shall be transferred to any Person who takes delivery other than in the form of Exhibit B-2 specifically required by an interest in such Rule 144A Global Note. Notwithstanding the express terms preceding paragraph, any interest in a Rule 144A Global Note for a Class of this Section 2.04 has been delivered Book-Entry Notes (other than a Rule 144A Global Note that is a Tax Restricted Note) may be transferred to any Person who takes delivery in the form of a beneficial interest in a Regulation S Global Note for such Class of Notes upon delivery to the Note Registrar of such written orders and instructions as are required under the Applicable Procedures of the Depositary, Clearstream and Euroclear to direct the Indenture Trustee to debit the account of a DTC Participant by a denomination of interests in such Rule 144A Global Note, and credit the account of a DTC Participant by a denomination of interests in such Regulation S Global Note, that is equal to the denomination of beneficial interests in the Class of Notes to be transferred. Upon delivery to the Note Registrar of such orders and instructions, the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall reduce the denomination of the Rule 144A Global Note in respect of the applicable Class of Notes and increase the denomination of the Regulation S Global Note for such Class by the denomination of the beneficial interest in such Class specified in such orders and instructions. Also notwithstanding the foregoing, any interest in a Rule 144A Global Note with respect to any Class of Book-Entry Notes may be transferred by any Note Owner holding such interest to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of an IAI Global Note of the same Class as such Rule 144A Global Note upon delivery to the Note Registrar and the Indenture Trustee of (i) an Opinion of Counsel, certifications and/or other information satisfactory to the Issuer and (ii) such written orders and instructions as are required under the Applicable Procedures of the Depositary to direct the Indenture Trustee to debit the account of a DTC Participant by the denomination of the transferred interests in such Rule 144A Global Note. Upon delivery to the Note Registrar of an Opinion of Counsel, certifications and/or other information satisfactory to the Issuer, the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall reduce the denomination of the subject Rule 144A Global Note by the denomination of the transferred interests in such Rule 144A Global Note and increase the denomination of the IAI Global Note for such Class by the denomination of the beneficial interest in such Class specified in such orders and instructions. If a transfer of any interest in a Definitive Term Note is to be made to a Rule 144A Global Note without registration under the Securities Act, then the new Holder is deemed to represent to the Issuer and the Indenture Trustee that it is a Qualified Institutional Buyer and is acquiring a Rule 144A Global Note (or interest therein) for its own account (and not for the account of others) or as a fiduciary or agent for others (which others are Qualified Institutional Buyers). Any interest in a Definitive Term Note with respect to any Class (other than a Definitive Term Note that is a Tax Restricted Note) may be transferred to any Person who takes delivery in the form of a beneficial interest in a Regulation S Global Note for such Class of Notes upon delivery to the Note Registrar of such written orders and instructions as are required under the Applicable Procedures of the Depositary, Clearstream and Euroclear to direct the Indenture Trustee to credit the account of a DTC Participant by a denomination of interests in such Regulation S Global Note, that is equal to the denomination of beneficial interests in the Class of Definitive Term Notes to be transferred. Upon delivery to the Note Registrar of such orders and instructions, the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall increase the denomination of the Regulation S Global Note for such Class by the denomination of the beneficial interest in such Class specified in such orders and instructions. Any interest in a Definitive Term Note with respect to any Class may be transferred to any Institutional Accredited Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a beneficial interest in an IAI Global Note of the same Class upon delivery to the Note Registrar and the Indenture Trustee of (i) an Opinion of Counsel, certifications and/or other information satisfactory to the Issuer and (ii) such written orders and instructions as are required under the Applicable Procedures of the Depositary to direct the Indenture Trustee. Upon delivery to the Note Registrar of an Opinion of Counsel, certifications and/or other information satisfactory to the Issuer, the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall increase the denomination of the IAI Global Note for such Class by the denomination of the beneficial interest in such Class specified in such orders and instructions. In the event of (and as a condition to) any transfer of a Definitive Term Note in accordance with the prior three paragraphs, such Definitive Term Note shall be surrendered to the Indenture Trustee for cancellation in accordance with the Indenture Trustee’s standard procedures. Except as provided in the next paragraph, no beneficial interest in a Regulation S Global Note for any Class of Book-Entry Notes shall be transferred to any Person who takes delivery other than in the form of a beneficial interest in such Regulation S Global Note. On or prior to the Release Date, a Note Owner desiring to effect any such Transfer shall be required to obtain from such Note Owner’s prospective Transferee a written certification substantially in the form set forth in Exhibit B-1 certifying that such Transferee is not a U.S. Person (as defined under Regulation S). On or prior to the Release Date, beneficial interests in the Regulation S Global Note for each Class of Book-Entry Notes may be held only through Euroclear or Clearstream. The Regulation S Global Note for each Class of Book-Entry Notes shall be deposited with the Indenture Trustee as a requirement custodian for the Depositary and registered in the name of Cede & Co. as nominee of the registration Depositary. Notwithstanding the preceding paragraph, after the Release Date, any interest in a Regulation S Global Note for a Class of Book-Entry Notes may be transferred to any Person who takes delivery in the form of a beneficial interest in the Rule 144A Global Note or an IAI Global Note for such Class of Notes upon delivery to the Note Registrar of such written orders and instructions as are required under the Applicable Procedures of the Depositary, Clearstream and Euroclear to direct the Indenture Trustee to debit the account of a DTC Participant by a denomination of interests in such Regulation S Global Note, and credit the account of a DTC Participant by a denomination of interests in such Rule 144A Global Note or IAI Global Note, that is equal to the denomination of beneficial interests in the Class of Notes to be transferred. Upon delivery to the Note Registrar of such orders and instructions, the Indenture Trustee, subject to and in accordance with the Applicable Procedures of the Depositary, shall reduce the denomination of the Regulation S Global Note in respect of the applicable Class of Notes and increase the denomination of the Rule 144A Global Notes or IAI Global Notes, as applicable, for such Class by the denomination of the beneficial interest in such Class specified in such orders and instructions. None of the Issuer, the Indenture Trustee nor the Note Registrar shall be obligated to register or qualify any Class of Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Base Indenture to permit the transfer of any Note or interest therein without registration or qualification. Any Noteholder or Note Owner desiring to effect a transfer, sale, pledge or other disposition of any Note or interest therein shall, and does hereby agree to, indemnify the Obligors, the Guarantor, the Initial Purchasers, the Indenture Trustee, the Manager, the Servicer and the Note Registrar against any liability that may result if such transfer, sale, pledge or other disposition is not exempt from the registration or qualification requirements of the Securities Act and any applicable state securities laws or is not made in accordance with such federal and state laws. (c) No transfer of any Note or any interest therein shall be made to any Plan or to any Person who is directly or indirectly acquiring such Note on behalf of, as fiduciary of, as trustee of, or with the assets of, a Plan, except in each such case, in accordance with the following provisions of this Section 2.02(c). Any attempted or purported transfer of a Note. (mNote in violation of this Section 2.02(c) will be null and void and vest no rights in any purported Transferee. The Note Registrar shall be entitled to all not register the transfer of a Note that constitutes a Definitive Note or the transfer of an interest in a Book-Entry Note that following such purported transfer will constitute a Definitive Note unless the Note Registrar has received from the prospective Transferee a certification that either (i) if it is acquiring a Note other than a Tax Restricted Note, then either (A) such prospective Transferee is not a Plan or any person who is acquiring or holding such Note or any interest therein on behalf of, as fiduciary of, as trustee of, or with assets of, any Plan or (B) such acquisition and holding by such Transferee of such Note or any interest therein will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the protections, privileges, limitations on liability, rights Code or a similar violation of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as any applicable Similar Law or (ii) if it were is acquiring Tax Restricted Notes, then either (A) it is neither a Plan nor a person who is purchasing such Notes or any interest therein on behalf of, as fiduciary of, as trustee of, or with assets of, any Plan or (B) it is a Plan not subject to Title I of ERISA or Section 4975 of the Indenture Trustee.Code and its purchase and holding of such Notes or any interest therein will not result in a violation of any applicable Similar Laws. It is hereby acknowledged that either of the forms of certification attached hereto as Exhibits B-2 and B-3 is acceptable for purposes of the preceding sentence. If a transfer of any interest in a Note is to be made and is permitted without delivering to the Note Registrar a certification as provided in this Section 2.02(c), the prospective Transferee of such Note, by its acquisition of such Note (or an interest therein), shall be deemed to have represented and warranted that either (i) if it is acquiri

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there (i) The Trustee shall cause to be maintained kept at the office of or agency to be maintained by a transfer agent and registrar appointed by the Issuer (the “Note Transfer Agent and Registrar”) ), in accordance with the provisions of Section 2.6(c), a register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Transfer Agent and Registrar shall provide for the registration of the Notes of each Series (unless otherwise provided in the related Series Supplement) and registrations of transfers and exchanges of the Notes as herein provided. The Indenture Trustee is hereby initially appointed (Transfer Agent and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose purposes of registering the Notes and transfers and exchanges of the Notes as herein provided. If a Person other than the Indenture Trustee resigns or is removed in accordance with appointed by the terms hereofIssuer as Transfer Agent and Registrar, the successor Indenture Issuer will give the Trustee prompt written notice of the appointment of such Transfer Agent and Registrar and of the location, and any change in the location, of the Note Register, and the Trustee shall immediately succeed have the right to its predecessor’s duties inspect the Note Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by a Responsible Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts or par values and number of such Notes. If any form of Note is issued as a Global Note, the Trustee may appoint a co-transfer agent and co-registrar in a European city. Any reference in this Indenture to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. The Trustee shall be permitted to resign as Transfer Agent and Registrar upon thirty (30) days’ written notice to the Servicer and the Issuer. In the event that the Trustee shall no longer be the Transfer Agent and Registrar, absent appointment of any other bank or trust company to act as Note the Issuer shall appoint a successor Transfer Agent and Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon Upon surrender for registration of transfer of any Note at the offices any office or agency of the Note Registrar maintained for such purposeTransfer Agent and Registrar, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute execute, subject to the provisions of Section 2.6(b), and the Indenture Trustee shall authenticate and deliver(unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver and the Noteholder shall obtain from the Trustee, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder)transferees, one or more new Notes in authorized denominations of authorized denominations, of a like aggregate Note Balance of the surrendered Noteprincipal amount or aggregate par value, as applicable. (giii) All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. (iv) At the option of any HolderHolder of Registered Notes, its Registered Notes may be exchanged for other Registered Notes of a the same Series of the same Class in authorized denominations of like aggregate Note Balance of principal amounts or aggregate par values in the surrendered Notes manner specified in the Series Supplement for such Series, upon surrender of the Registered Notes to be exchanged at the offices any office or agency of the Note Transfer Agent and Registrar maintained for such purpose. . (v) Whenever any Notes of any Series are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute and the Indenture Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver and the Noteholders shall obtain from the Trustee, the Notes of a like aggregate Note Balance such Series of the surrendered Notes same Class that which the Holder Noteholder making the exchange is entitled to receive. (h) . Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Note Registrar Issuer duly executed by, by the Holder Noteholder thereof or its attorney his attorney-in-fact duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (ivi) No The preceding provisions of this Section 2.6 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the exchange of any Global Note of any Series for a Definitive Note or the transfer of or exchange any Note of any Series for a period of five (5) Business Days preceding the due date for any payment with respect to the Notes of such Series or during the period beginning on any Record Date and ending on the next following Payment Date. (vii) Unless otherwise provided in the related Series Supplement, no service charge shall be imposed made for any registration of transfer or exchange of Notes, but the Indenture Trustee or the Note Transfer Agent and Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (jviii) All Notes surrendered for registration of transfer and exchange shall be physically canceled cancelled by the Transfer Agent and Registrar and disposed of. The Trustee shall cancel and destroy any Global Note upon its exchange in full for Definitive Notes and shall deliver a certificate of destruction to the Issuer. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency to the effect referred to in Section 2.19 was received with respect to each portion of the Global Note exchanged for Definitive Notes. (ix) Upon written request, the Issuer shall deliver to the Trustee or the Transfer Agent and Registrar, as applicable, Registered Notes in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Indenture and the Notes. (x) [Reserved]. (xi) Notwithstanding any other provision of this Section 2.6, the typewritten Note Registrar shall dispose or Notes representing Book-Entry Notes for any Series may be transferred, in whole but not in part, only to another nominee of the Clearing Agency or Foreign Clearing Agency for such Series, or to a successor Clearing Agency or Foreign Clearing Agency for such Series selected or approved by the Issuer or to a nominee of such canceled Notes successor Clearing Agency or Foreign Clearing Agency, only if in accordance with its standard proceduresthis Section 2.6. (kxii) The Unless otherwise provided in the related Series Supplement, by its acceptance of a Class A Note Registrar or Class B Note, each Noteholder and Note Owner shall provide be deemed to have represented and warranted that, with respect to the Issuer Class A Notes or Class B Notes, either (i) it is not a Benefit Plan Investor or a governmental or other plan subject to Similar Law, or (ii) (a) the purchase and holding of the Class A Note or Class B Note (or any interest therein) will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of Similar Law and (b) it acknowledges and agrees that the Class A Notes or the Indenture TrusteeClass B Notes, upon reasonable prior written requestas applicable, and are not eligible for acquisition by Benefit Plan Investors or governmental or other plans subject to Similar Law at any time that the expense of Class A Notes or the IssuerClass B Notes, an updated copy of as applicable, have been characterized as other than indebtedness for applicable local law purposes or are rated below investment grade. Unless otherwise provided in the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice related Series Supplement, by the acceptance of a Class C Note Registraror Class D Note, each such Noteholder and Note Owner shall be deemed to rely conclusively upon have represented and warranted that it is not a certificate Benefit Plan Investor or a governmental or other plan subject to Similar Law. (xiii) Unless otherwise provided in the related Series Supplement, by its acceptance of the a Note, each Noteholder and Note Registrar as Owner shall be deemed to have represented and warranted that, with respect to the information PTP Transfer Restricted Interests, it is not a Benefit Plan or a governmental plan or other plan subject to Similar Law. (b) Unless otherwise provided in the related Series Supplement, registration of transfer of Registered Notes containing a legend relating to the restrictions on transfer of such Registered Notes (which legend shall be set forth in the Note RegisterSeries Supplement relating to such Notes) shall be effected only if the conditions set forth in such related Series Supplement are satisfied. (l) Neither Whenever a Registered Note containing the Note legend set forth in the related Series Supplement is presented to the Transfer Agent and Registrar nor for registration of transfer, the Indenture Transfer Agent and Registrar shall promptly seek instructions from the Issuer regarding such transfer. The Transfer Agent and Registrar and the Trustee shall be under entitled to receive written instructions signed by a Responsible Officer of the Issuer prior to registering any duty to monitor such transfer or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trusteeauthenticating new Registered Notes, as the case may be, shall be under a duty . The Issuer hereby agrees to receive indemnify the Transfer Agent and Registrar and the Trustee and to examine hold each of them harmless against any loss, liability or expense incurred without negligence or willful misconduct on their part arising out of or in connection with actions taken or omitted by them in reliance on any such written instructions furnished pursuant to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note2.6(b). (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there shall be maintained at the office of the Note Registrar a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) ” in which, subject to such reasonable regulations as the Note Registrar may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. The offices of the Note Registrar shall be initially located (as of the Initial Closing Date) at Citibank, N.A., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Structured Finance Agency and Trust- Spirit Master Funding. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as “Note Registrar Registrar” for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. The Indenture Trustee may appoint, by a written instrument delivered to the Issuers, any other bank or trust company to act as Note Registrar under such conditions as the predecessor Indenture Trustee may prescribe; provided, that the Indenture Trustee shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor Indenture Trustee trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company to act as Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the IssuerIssuers, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the IssuerProperty Manager, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture TrusteeSpecial Servicer, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (h) Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer Back-Up Manager and the Indenture Trustee shall have the right to inspect the Note Register or to obtain a copy thereof within a at all reasonable amount of time after receipt of notice by the Note Registrartimes, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither . Upon written request of any Noteholder made for purposes of communicating with other Noteholders with respect to their rights under this Indenture, the Note Registrar nor shall promptly furnish such Noteholder with a list of the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that Noteholders of record identified in the Note Registrar or Register at the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement time of the registration of a transfer of a Noterequest. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there The Issuer shall cause to be maintained kept at the office of a registrar appointed by the Issuer (the “Note Registrar”) Corporate Trust Office, a register (the “Note Register”"NOTE REGISTER") in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Registrar registration of Notes and the registration of transfers of Notes shall be provided. A note registrar (which may be the Indenture Trustee or the Owner Trustee) (in such capacity, the "NOTE REGISTRAR") shall provide for the registration of Registered Notes and of transfers and exchanges of Registered Notes as herein provided. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company to act as Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall initially be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and any co-note registrar chosen by the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal Issuer and state laws. (c) The Note Registrar shall refuse acceptable to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth Any reference in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification shall include any co-note registrar unless the context requires otherwise. The Indenture Trustee may revoke such appointment and remove any Note Registrar if the Indenture Trustee determines in its sole discretion that such Note Registrar failed to perform its obligations under this Indenture in any material respect. Any Note Registrar shall be permitted to resign as Note Registrar upon thirty (30) days' notice to the effect Issuer and the Indenture Trustee; PROVIDED, HOWEVER, that it has (i) sole investment discretion with respect to each such account resignation shall not be effective and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar shall continue to perform its duties as Note Registrar until the Indenture Trustee has appointed a successor Note Registrar (which may conclusively rely upon such certificationbe the Indenture Trustee) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject reasonably acceptable to the preceding provisions of this Section 2.04, upon Issuer. Upon surrender for registration of transfer or exchange of any Registered Note at the offices any office or agency of the Note Registrar maintained for such purpose, one or more new Registered Notes (of the Issuer same Series and Class) in authorized denominations of like tenor and aggregate principal amount shall execute be executed, authenticated and the Indenture Trustee shall authenticate and deliverdelivered, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) transferees. At the option of a Registered Noteholder, subject to the provisions of this SECTION 2.05, Registered Notes (of the same Series and Class) may be exchanged for other Registered Notes of authorized denominations of like tenor and aggregate principal amount, upon surrender of the Registered Notes to be exchanged at any Holdersuch office or agency; Registered Notes, its including Registered Notes received in exchange for Bearer Notes, may not be exchanged for Bearer Notes. At the option of the Holder of a Bearer Note, subject to applicable laws and regulations, Bearer Notes may be exchanged for other Bearer Notes of a like aggregate Note Balance or Registered Notes (of the surrendered Notes same Series and Class) of authorized denominations of like tenor and aggregate principal amount, upon surrender of the Bearer Notes to be exchanged at the offices an office or agency of the Note Registrar maintained located outside the United States. Each Bearer Note surrendered pursuant to this Section shall have attached thereto all unmatured Coupons; PROVIDED that any Bearer Note so surrendered after the close of business on the Record Date preceding the relevant Payment Date or Distribution Date after the Expected Principal Payment Date need not have attached the Coupon relating to such Payment Date or Distribution Date (in each case, as specified in the applicable Indenture Supplement). All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. The preceding provisions of this SECTION 2.05(a) notwithstanding, the Indenture Trustee or the Note Registrar, as the case may be, shall not be required to register the transfer of or exchange any Note for such purposea period of fifteen (15) days preceding the due date for any payment with respect to the Note. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver (in the Notes case of a like aggregate Note Balance of Bearer Notes, outside the surrendered United States) the Notes which the Holder Noteholder making the exchange is entitled to receive. (h) . Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Indenture Trustee or the Note Registrar duly executed by, by the Holder Noteholder or the attorney-in-fact thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge shall be imposed made for any registration of transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such transfer or exchange. All Notes (together with any Coupons) surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of in a manner satisfactory to the Indenture Trustee. The Indenture Trustee shall cancel and destroy any Global Note upon its exchange in full for definitive Notes and shall deliver a certificate of destruction to the Issuer. Such certificate shall also state that a certificate or certificates of a Foreign Clearing Agency referred to in the applicable Indenture Supplement was received with respect to each portion of the Global Note exchanged for definitive Notes. The Issuer shall execute and deliver to the Indenture Trustee Bearer Notes and Registered Notes in such amounts and at such times as are necessary to enable the Indenture Trustee to fulfill its responsibilities under this Indenture and the Notes. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (kb) The Note Registrar shall provide to will maintain at its expense in the Issuer or the Indenture TrusteeBorough of Manhattan, upon reasonable prior written request, and at the expense The City of the IssuerNew York, an updated copy office or agency where Notes may be surrendered for registration of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth transfer or exchange (except that Bearer Notes may not be surrendered for exchange at any such office or agency in the Note RegisterUnited States or its territories and possessions). (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there The Indenture Trustee shall cause to be maintained at the office of kept a registrar appointed by the Issuer (the “Note Registrar”) a register Register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers and exchanges of Notes as herein provided. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as shall be “Note Registrar Registrar” for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. If The Note Register shall contain the Indenture Trustee resigns or is removed in accordance with the terms hereofname, remittance instructions, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company to act as Note Registrarseries and the number in the series. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon issued in minimum denominations of $500,000 initial principal amount and integral multiples of $1,000 in excess thereof, except that one Note may be in a different denomination so that the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None sum of the Issuerdenominations of all outstanding Notes shall equal the Initial Principal Balance. On the Closing Date, the Indenture Trustee will execute and authenticate one or more (i) Global Notes and/or (ii) Individual Notes all in an aggregate principal amount that shall equal the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state lawsInitial Principal Balance. (c) The Global Notes shall be delivered by the Issuer to the Depository or, pursuant to the Depository’s instructions, shall be delivered by the Issuer on behalf of the Depository to and deposited with the DTC Custodian, and in each case shall be registered in the name of Cede & Co. and shall bear a legend substantially to the following effect: “Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Note Registrar shall refuse to register or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested transfer unless it receives by an authorized representative of DTC (and upon receiptany payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.” The Global Notes may conclusively rely upon) a certification be deposited with such other Depository as the Issuer may from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 heretotime to time designate, and shall have no duty bear such legend as may be appropriate; provided, that, such successor Depository maintains a book–entry system that qualifies to determine whether such transfer is so exempt or complies be treated as “registered form” under Section 163(f)(3) of the Code. The Issuer and the Indenture Trustee are hereby authorized to execute and deliver a Letter of Representations with such federal and state lawsthe Depository relating to the Notes. (d) Any purported transfer With respect to Notes registered in the Note Register in the name of Cede & Co., as nominee of the Depository, the Issuer and the Indenture Trustee shall have no responsibility or obligation to Direct or Indirect Participants or Beneficial Owners for which the Depository holds Notes from time to time as a Depository. Without limiting the immediately preceding sentence, the Issuer and the Indenture Trustee shall have no responsibility or obligation with respect to (a) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Notes, (b) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Holder of a Note, (c) the payment to any Direct or Indirect Participant or any other Person, other than a registered Holder of a Note as shown in the Note Register, of any amount with respect to any distribution of principal or interest on the Notes or (d) the making of book–entry transfers among Participants of the Depository with respect to Notes registered in the Note Register in the name of the nominee of the Depository. No Person other than a Person registered Holder of a Note as shown in the Note Register shall receive a Note evidencing such Note. (e) Upon delivery by the Depository to the Indenture Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of distributions by the mailing of checks or drafts to the registered Holders of Notes appearing as registered Owners in the Note Register on a Record Date, the name “Cede & Co.” in this Indenture shall refer to such new nominee of the Depository. (f) In the event that the Depository advises the Indenture Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Global Notes and the Indenture Trustee is unable to locate a qualified successor, the Global Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Indenture Trustee may determine that the Global Notes shall be registered in the name of and deposited with a successor depository operating a global book–entry system, as may be acceptable to the Indenture Trustee, or such depository’s agent or designee but, if the Indenture Trustee does not comply with select such alternative global book–entry system, then upon surrender to the requirements Note Registrar of this Section 2.04 will the Global Notes by the Depository, accompanied by the registration instructions from the Depository for registration, the Indenture Trustee authenticate Individual Notes. The Indenture Trustee shall not be null and void ab initio and the transferor (or the last preceding Holder liable for any delay in delivery of such Note (or interest therein)) that was not so disqualified instructions and may conclusively rely on, and shall be restored to all rights as a Holder thereof retroactively to protected in relying on, such instructions. Upon the date issuance of transfer of such Note by such disqualified transferee. None of Individual Notes, the Indenture Trustee, the Note Registrar or Registrar, any other Person Paying Agent and the Issuer shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations Holders of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries Individual Notes as to whether a purported transferee has complied with the requirements set forth in this Section 2.04Holders hereunder. (eg) If a Person is acquiring Notwithstanding any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver other provision of this Agreement to the Note Registrar a certification to contrary, so long as any Global Notes are registered in the effect that it has (i) sole investment discretion name of Cede & Co., as nominee of the Depository, all distributions of principal and interest on such Global Notes and all notices with respect to each such account Global Notes shall be made and (ii) full power to make given, respectively, in the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth manner provided in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may beLetter of Representations. (fh) Subject to the preceding provisions of this Section 2.04paragraphs, upon surrender for registration of transfer of any Note at the offices office of the Note Registrar maintained for such purposeand, upon satisfaction of the conditions set forth below, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (andtransferees, to the extent that only a portion new Note or Notes of the transferring Holder’s same Percentage Interest and dated the date of authentication by the Indenture Trustee. The Note Balance is being transferred, to Registrar shall notify the transferring Holder), one or more new Notes Indenture Trustee of authorized denominations, of a like aggregate Note Balance of the surrendered Noteany such transfer. (gi) At the option of any a Holder, its the Notes held by such Holder may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes in authorized denominations, upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purposeoffice. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the such Holder making the exchange is entitled to receive. (h) . Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument wiring instructions, if applicable, in the form of transfer in form satisfactory Exhibit B. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make and the Note Registrar duly executed by, the Holder thereof shall not register transfers or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program)exchanges of Notes called for repurchase. (ij) No service charge shall be imposed made for any transfer or exchange of Notes, but the Indenture Trustee or prior to transfer the Note Registrar may require payment from by the Holder transferor of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) . All Notes surrendered for payment, transfer and exchange or repurchase shall be physically marked canceled by the Note Registrar, Registrar and the Note Registrar shall dispose of such canceled Notes in accordance with its standard proceduresretained for one year and destroyed thereafter. (k) The By acceptance of an Individual Note, whether upon original issuance or subsequent transfer, each Holder of such a Note Registrar shall provide to acknowledges the Issuer or restrictions on the Indenture Trustee, upon reasonable prior written request, and at the expense transfer of the Issuer, an updated copy of the such Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Securities Legend and agrees that it will transfer such a Note Register. only as provided herein. In addition to the provisions of subsection 4.02(m) and (ln) Neither the following restrictions shall apply with respect to the transfer and registration of transfer of an Individual Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws a transferee that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate takes delivery in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a an Individual Note.: (mi) The Note Registrar shall be entitled register the transfer of an Individual Note if the requested transfer is being made to all a transferee who has provided the Note Registrar with a Rule 144A Certification; or (ii) The Note Registrar shall register the transfer of any Individual Note if (x) the transferor has advised the Note Registrar in writing that the Note is being transferred to a U.S. Person that is both an Institutional Accredited Investor and a Qualified Purchaser; and (y) prior to the transfer the transferee furnishes to the Note Registrar a Transferee Letter; provided, that, if based upon an Opinion of Counsel to the effect that the delivery of (x) and (y) above are not sufficient to confirm that the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the protectionsSecurities Act and other applicable laws, privilegesthe Note Registrar may as a condition of the registration of any such transfer require the transferor to furnish other certifications, limitations legal opinions or other information prior to registering the transfer of an Individual Note. (1) Subject to subsection 4.02(n), so long as a Global Note remains outstanding and is held by or on liabilitybehalf of the Depository, rights transfers of reimbursement and indemnities beneficial interests in the Global Note, or transfers by Holders of Individual Notes to transferees that take delivery in the Indenture Trustee is entitled to hereunder as fully as if it were form of beneficial interests in the Indenture TrusteeGlobal Note, may be made only in accordance with the rules of the Depository.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there (i) The Trustee shall cause to be maintained kept at the office of or agency to be maintained by a transfer agent and registrar appointed by the Issuer (the “Note Transfer Agent and Registrar”) ), in accordance with the provisions of Section 2.6(c), a register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Transfer Agent and Registrar shall provide for the registration of the Notes of each Series (unless otherwise provided in the related Series Supplement) and registrations of transfers and exchanges of the Notes as herein provided. The Indenture Trustee is hereby initially appointed (Transfer Agent and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose purposes of registering the Notes and transfers and exchanges of the Notes as herein provided. If a Person other than the Indenture Trustee resigns or is removed in accordance with appointed by the terms hereofIssuer as Transfer Agent and Registrar, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company to act as Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from Issuer will give the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Noteholders prompt written notice of the appointment of such Transfer Agent and Registrar against costs, damages, or any other liability that may result if and of the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 heretolocation, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, change in the name of the designated transferee or transferees (andlocation, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (h) Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer , and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by inspect the Note RegistrarRegister at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely conclusively upon a certificate executed on behalf of the Note Transfer Agent and Registrar by a Responsible Officer thereof as to the information set forth in names and addresses of the Note Register. (l) Neither Holders of the Note Registrar nor Notes and the Indenture principal amounts or par values and number of such Notes. The Trustee shall be under any duty permitted to monitor or determine compliance with any federalresign as Transfer Agent and Registrar upon thirty (30) days’ written notice to the Servicer, state or other securities or tax laws that may be applicable; provided, however, the Noteholders and the Issuer. In the event that the Note Registrar or Trustee shall no longer be the Indenture TrusteeTransfer Agent and Registrar, as the case may beIssuer shall appoint, shall be under a duty to receive and to examine to determine whether with the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement consent of the registration of Required Noteholders, a transfer of a Notesuccessor Transfer Agent and Registrar. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there The Issuer shall cause to be maintained kept at the office of a registrar appointed by the Issuer (the “Note Registrar”) Corporate Trust Office, a register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the registration of Notes and the registration of transfers of Notes shall be provided. A note registrar (which may be the Trustee) (in such capacity, the “Note Registrar Registrar”) shall provide for the registration of Registered Notes and of transfers and exchanges of Registered Notes as herein provided. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company to act as Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from initially be the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Trustee. Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth reference in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver Agreement to the Note Registrar a certification shall include any co-note registrar unless the context requires otherwise. The Trustee may revoke such appointment and remove any Note Registrar if the Trustee determines in its sole discretion that such Note Registrar failed to perform its obligations under this Agreement in any material respect. Any Note Registrar shall be permitted to resign as Note Registrar upon thirty (30) days’ notice to the effect Issuer and the Trustee; provided, however, that it has (i) sole investment discretion with respect to each such account resignation shall not be effective and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar shall continue to perform its duties as Note Registrar until the Trustee has appointed a successor Note Registrar (which may conclusively rely upon such certificationbe the Trustee) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject reasonably acceptable to the preceding provisions of this Section 2.04, upon Issuer. Upon surrender for registration of transfer or exchange of any Registered Note at the offices any office or agency of the Note Registrar maintained for such purpose, subject to any transfer restrictions contained in the Issuer applicable Series Supplement, one or more new Registered Notes (of the same Series and Class) in authorized denominations of like tenor and aggregate principal amount shall execute be executed, authenticated and the Indenture Trustee shall authenticate and deliverdelivered, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) transferees. At the option of a Registered Noteholder, subject to the provisions of this Section 2.5 and any Holderrestrictions contained in the applicable Series Supplement, its Registered Notes (of the same Series and Class) may be exchanged for other Registered Notes of authorized denominations of like tenor and aggregate principal amount, upon surrender of the Registered Notes to be exchanged at any such office or agency; Registered Notes, including Registered Notes received in exchange for Bearer Notes, may not be exchanged for Bearer Notes. At the option of the Holder of a Bearer Note, subject to applicable laws and regulations, Bearer Notes may be exchanged for other Bearer Notes of a like aggregate Note Balance or Registered Notes (of the surrendered Notes same Series and Class) of authorized denominations of like tenor and aggregate principal amount, upon surrender of the Bearer Notes to be exchanged at the offices an office or agency of the Note Registrar maintained located outside the United States. Each Bearer Note surrendered pursuant to this Section shall have attached thereto all unmatured Coupons. All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Agreement, and the applicable Series Supplement, as the Notes surrendered upon such registration of transfer or exchange. The preceding provisions of this Section 2.5(a) notwithstanding, the Trustee or the Note Registrar, as the case may be, shall not be required to register the transfer of or exchange any Note for such purposea period of fifteen (15) days preceding the due date for any payment with respect to the Note. Whenever any Notes are so surrendered for exchange, subject to any restrictions contained in the applicable Series Supplement, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver (in the Notes case of a like aggregate Note Balance of Bearer Notes, outside the surrendered United States) the Notes which the Holder Noteholder making the exchange is entitled to receive. (h) . Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Trustee or the Note Registrar duly executed by, by the Holder Noteholder or the attorney-in-fact thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge shall be imposed made for any registration of transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such transfer or exchange. All Notes (together with any Coupons) surrendered for registration of transfer and exchange or for payment shall be canceled and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy any Global Note upon its exchange in full for definitive Notes and shall deliver a certificate of destruction to the Issuer. Such certificate shall also state that a certificate or certificates of a Foreign Clearing Agency referred to in the applicable Series Supplement was received with respect to each portion of the Global Note exchanged for definitive Notes. The Issuer shall execute and deliver to the Trustee Notes in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement, the Series Supplements and the Notes. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (kb) The Note Registrar shall provide to will maintain at its expense in the Issuer or the Indenture TrusteeBorough of Manhattan, upon reasonable prior written request, and at the expense The City of the IssuerNew York, an updated copy office or agency where Notes may be surrendered for registration of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth transfer or exchange (except that Bearer Notes may not be surrendered for exchange at any such office or agency in the Note RegisterUnited States or its territories and possessions). (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during The Registrar shall register Notes and transfers and exchanges thereof as provided herein. The Registrar, the term of this Indenture, there Transfer Agent and each transfer agent and co-registrar (if any) appointed with respect to the Notes shall be maintained referred to collectively as the Transfer Agents. The Registrar shall cause to be kept at the office of a registrar appointed or agency to be maintained by the Issuer (the “Note Registrar”) it in accordance with Section 8.11 a register (the “Note Register”) in which, subject to restrictions on transfer set forth herein, and such other reasonable regulations as the Note Registrar it may prescribe, the Note Registrar shall provide for for: (i) the registration of the Notes and (ii) the registration of transfers and exchanges of the Notes as herein providedprovided herein. The Indenture Trustee shall preserve, in as current a form as is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. If the Indenture Trustee resigns or is removed in accordance with the terms hereofreasonably practicable, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment names and addresses of any other bank or trust company to act as Note RegistrarHolders received by the Trustee. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon Upon surrender for registration of transfer of any Note at the offices of Corporate Trust Office or such other office or agency maintained by the Note Registrar maintained for such purposeTrustee in accordance with Section 8.11, the Issuer shall execute and the Indenture Trustee shall shall, upon receipt of an Authentication Order, authenticate and deliver, in the name of the designated transferee or transferees (and, to if the extent that only a portion transfer is for less than all of the transferring Holder’s Note Balance is being transferredapplicable Note, to the transferring Holdertransferor), one or more new Notes of Note(s) executed by the Issuer in authorized denominations, denominations of a like aggregate Note Balance of principal balance and deliver such new Note(s) to the surrendered Noteapplicable Holder(s). (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (hc) Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Note Registrar Trustee (or the applicable Transfer Agent) duly executed by, by the applicable Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (id) No service charge shall be imposed charged to a Holder for any registration of transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed payable in connection with any transfer or exchange of Notestherewith. (je) All Notes surrendered for registration of transfer and or exchange shall be physically canceled and subsequently destroyed or retained by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes Trustee in accordance with its standard procedures. (k) The Note Registrar shall provide retention policy. In addition to the other provisions herein, the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have reserves the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrarimpose such transfer, certificate, exchange or other requirements, and to rely conclusively upon require such restrictive legends on a certificate Note, as it may determine are necessary to ensure compliance with the securities laws of the Note Registrar as to United States and the information set forth in the Note Registerstates thereof and any other Applicable Laws. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there (i) The Trustee shall cause to be maintained kept at the office of or agency to be maintained by a transfer agent and registrar appointed by the Issuer (the “Note Transfer Agent and Registrar”) ), in accordance with the provisions of Section 2.6(c), a register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Transfer Agent and Registrar shall provide for the registration of the Notes of each Series (unless otherwise provided in the related Series Supplement) and registrations of transfers and exchanges of the Notes as herein provided. The Indenture Trustee is hereby initially appointed (Transfer Agent and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose purposes of registering the Notes and transfers and exchanges of the Notes as herein provided. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company to act as Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with other than the requirements of this Section 2.04 will be null Trustee is appointed by the Issuer as Transfer Agent and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purposeRegistrar, the Issuer shall execute will give the Trustee prompt written notice of the appointment of such Transfer Agent and Registrar and of the Indenture Trustee shall authenticate location, and deliver, any change in the name of the designated transferee or transferees (andlocation, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (h) Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer , and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by inspect the Note RegistrarRegister at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely conclusively upon a certificate executed on behalf of the Note Transfer Agent and Registrar by a Responsible Officer thereof as to the information set forth names and addresses of the Holders of the Notes and the principal amounts or par values and number of such Notes. If any form of Note is issued as a Global Note, the Trustee may appoint a co-transfer agent and co-registrar in a European city. Any reference in this Indenture to the Note Register. (l) Neither Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the Note Registrar nor the Indenture context otherwise requires. The Trustee shall be under any duty permitted to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, resign as Transfer Agent and Registrar upon thirty (30) days’ written notice to the Servicer and the Issuer. In the event that the Note Registrar or Trustee shall no longer be the Indenture TrusteeTransfer Agent and Registrar, as the case may be, Issuer shall be under appoint a duty to receive successor Transfer Agent and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a NoteRegistrar. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there (i) The Trustee shall cause to be maintained kept at the office of or agency to be maintained by a transfer agent and registrar appointed by the Issuer (the “Note Transfer Agent and Registrar”) ), in accordance with the provisions of Section 2.6(c), a register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Transfer Agent and Registrar shall provide for the registration of the Notes of each Series (unless otherwise provided in the related Series Supplement) and registrations of transfers and exchanges of the Notes as herein provided. The Indenture Trustee is hereby initially appointed (Transfer Agent and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose purposes of registering the Notes and transfers and exchanges of the Notes as herein provided. If a Person other than the Indenture Trustee resigns or is removed in accordance with appointed by the terms hereofIssuer as Transfer Agent and Registrar, the successor Indenture Issuer will give the Trustee prompt written notice of the appointment of such Transfer Agent and Registrar and of the location, and any change in the location, of the Note Register, and the Trustee shall immediately succeed have the right to its predecessor’s duties inspect the Note Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by a Responsible Officer thereof as Note to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. For so long as the Trustee is acting as Transfer Agent and Registrar, absent appointment the Issuer shall not appoint any Transfer Agent and Registrar without the prior written consent of the Trustee. If any other bank or trust company form of Note is issued as a Global Note, the Trustee may appoint a co-transfer agent and co-registrar in a European city. Any reference in this Indenture to act the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. The Trustee shall be permitted to resign as Note Transfer Agent and Registrar upon thirty (30) days’ written notice to the Servicer and the Issuer. In the event that the Trustee shall no longer be the Transfer Agent and Registrar, the Issuer shall appoint a successor Transfer Agent and Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon Upon surrender for registration of transfer of any Note at the offices any office or agency of the Note Registrar maintained for such purposeTransfer Agent and Registrar, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute execute, subject to the provisions of Section 2.6(b), and the Indenture Trustee shall authenticate and deliver(unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver and the Noteholder shall obtain from the Trustee, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder)transferees, one or more new Notes in authorized denominations of authorized denominations, of a like aggregate Note Balance of the surrendered Noteprincipal amount. (giii) All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. (iv) At the option of any HolderHolder of Registered Notes, its Registered Notes may be exchanged for other Registered Notes of a either (a) the same Series of the same Class in authorized denominations of like aggregate Note Balance principal amounts or (b) the same Series, solely upon the initial issuance of such Registered Notes in the surrendered Notes manner specified in the Series Supplement for such Series, upon surrender of the Registered Notes to be exchanged at the offices any office or agency of the Note Transfer Agent and Registrar maintained for such purpose. . (v) Whenever any Notes of any Series are so surrendered for exchange, if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute and the Indenture Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver and the Notes of a like aggregate Note Balance of Noteholders shall obtain from the surrendered Trustee, the Notes which the Holder Noteholder making the exchange is entitled to receive. (h) . Every Note presented or surrendered for registration of transfer or exchange exchange, other than as explicitly set forth in a Series Supplement, shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Note Trustee and the Transfer Agent and Registrar duly executed by, by the Holder Noteholder thereof or its attorney his attorney-in-fact duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and signature of the Noteholder on such instrument of transfer documents, and to have signatures shall be guaranteed by an “eligible guarantor institution” that is a member meeting the requirements of the Transfer Agent and Registrar, which requirements include membership or participant participation in a recognized STAMP or such other “signature guarantee program” (e.g.as may be determined by the Transfer Agent and Registrar in addition to, or in substitution for, STAMP, all in accordance with the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program)Act. (ivi) No The preceding provisions of this Section 2.6 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the exchange of any Global Note of any Series for a Definitive Note or the transfer of or exchange of any Note of any Series for a period of five (5) Business Days preceding the due date for any payment with respect to the Notes of such Series or during the period beginning on any Record Date and ending on the next following Payment Date. (vii) Unless otherwise provided in the related Series Supplement, no service charge shall be imposed made for any registration of transfer or exchange of Notes, but the Indenture Trustee or the Note Transfer Agent and Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (jviii) All Notes surrendered for registration of transfer and exchange shall be physically canceled cancelled by the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy any Global Note upon its exchange in full for Definitive Notes and shall, if requested by the Issuer in writing, deliver a certificate of destruction to the Issuer, using a form of such certificate customarily delivered by the Trustee. If applicable, such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency to the effect referred to in Section 2.19 was received with respect to each portion of the Global Note exchanged for Definitive Notes. (ix) Upon written direction, the Issuer shall deliver to the Trustee or the Transfer Agent and Registrar, as applicable, Registered Notes in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Indenture and the Notes. (x) Prior to due presentment for registration of transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note Registrar shall dispose is registered (as of the day of determination) as the absolute owner of such canceled Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Trustee, any Agent nor the Issuer shall be affected by notice to the contrary. (xi) Notwithstanding any other provision of this Section 2.6, the typewritten Note or Notes representing Book-Entry Notes for any Series may be transferred, in whole but not in part, only to another nominee of the Clearing Agency or Foreign Clearing Agency for such Series, or to a successor Clearing Agency or Foreign Clearing Agency for such Series selected or approved by the Issuer or to a nominee of such successor Clearing Agency or Foreign Clearing Agency, only if in accordance with its standard proceduresthis Section 2.6. (kxii) The Unless otherwise provided in the related Series Supplement, by its acceptance of a Note, each Noteholder and Note Registrar Owner (and if such Noteholder or Note Owner is a Plan, its fiduciary or trustee) shall provide be deemed to (1) represent and warrant that either (A) it is not acquiring the Issuer Note (or any interest therein) on behalf of or with the Indenture Trustee, upon reasonable prior written request, and at the expense assets of a Benefit Plan Investor or a Plan that is subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the IssuerCode (“Similar Law”) or (B) its acquisition and holding of such Note (or interest therein), an updated copy in the case of a Benefit Plan Investor, will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note RegistrarCode or, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. case of a Plan that is subject to Similar Law, will not result in a violation of Similar Law; and (l2) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, acknowledge and agree that the Note Registrar (or any interest therein) is not eligible for acquisition by Benefit Plan Investors or Plans that are subject to Similar Law at any time that the Indenture TrusteeNotes do not constitute debt under applicable local law without substantial equity features (within the meaning of the Department of Labor regulation located at 29 C.F.R. Section 2510.3-101, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form modified by Section 3(42) of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a NoteERISA). (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this IndentureThe Note Registrar shall keep or cause to be kept, there shall be maintained at the office of or agency maintained pursuant to Section 2.7, a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) Register in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Registrar Indenture Trustee shall provide for the registration of Notes and of for transfers and exchanges of Notes as herein provided. The Computershare Trust Company, N.A. shall be the initial Note Registrar. Computershare Trust Company, N.A. shall be the Note Registrar so long as it is acting as Indenture Trustee hereunder. In the event that, subsequent to the Closing Date, the Indenture Trustee notifies the Seller that it is hereby initially appointed (and hereby agrees unable to act as Note Registrar, the Seller shall appoint another bank or trust company, having an office or agency located in Minneapolis, Minnesota or the Borough of Manhattan, The City of New York, agreeing to act in accordance with the terms hereof) provisions of this Indenture applicable to it, and otherwise acceptable to the Indenture Trustee, to act as successor Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein providedunder this Indenture. If at any time the Indenture Trustee resigns or is removed in accordance with not the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment the Note Registrar shall make available to the Indenture Trustee ten (10) days prior to each Distribution Date and at such other times as the Indenture Trustee may reasonably request the names and addresses of the Holders as they appear in the Note Register. No sale, conveyance, assignment, hypothecation, pledge, participation, or any other bank or trust company to act as transfer (each a “Transfer”) of a Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless such Transfer is (A) for so long as the such Notes are eligible for resale pursuant to Rule 144A, to a Person the transferor reasonably believes after due inquiry is a “qualified institutional buyer” as defined in Rule 144A (“Qualified Institutional Buyer” or “QIB”) that transferpurchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A or (B) solely with respect to initial investors in such Note, sale, pledge or other disposition is made in a transfer exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder to a Person that is an institutional “accredited investor” within the meaning of paragraphs (1), (2), (3) and (7) of Rule 501(a) of Regulation D under the Securities Act (an “Institutional Accredited Investor”) that purchases for its own account or for the account or accounts of an Institutional Accredited Investor. No portion of the Retained Notes or any interest therein may be transferred, directly or indirectly, to any Person (other than Credit Acceptance Funding LLC 2022-1 in the initial offering, which shall not be subject to any of the transfer restrictions set forth herein that relate specifically to each initial purchaser) except in accordance with this Section 2.3(a). No portion of the Retained Notes or any interest therein may be Transferred to any Person (each, an “Assignee”), unless the Assignee shall have executed and delivered the certifications referred to in this Section 2.3 and, except in connection with the initial Transfer of the Retained Notes to the Retained Noteholders, the Indenture Trustee has received a Tax Opinion with respect to such Transfer. Any attempted Transfer that would cause the number of Targeted Holders to exceed ninety-five shall be void. Upon request by a Retained Noteholder, the number of Targeted Holders shall be disclosed to such requesting Retained Noteholder. All Opinions of Counsel required in connection with any transfer shall be by counsel reasonably acceptable to the Indenture Trustee. Only upon receipt by the Indenture Trustee of the written consent of each of the Seller and the Servicer to such Transfer shall the Retained Notes (or such portion thereof) be transferred upon the Note Register; provided, however, that such consent shall only be withheld based upon the reasonable belief of the Seller or the Servicer that such Transfer may cause the number of Targeted Holders to exceed ninety-five. Such Transfers of all or any portion of the Retained Notes shall be subject to the restrictions set forth in this Section 2.3(a). Successive registrations and registrations of Transfers as aforesaid may be made from time to time as desired, and each such registration shall be noted on the Note Register. Each Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee that it is, for federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation or partnership organized in or under the laws of the United States or any state or the District of Columbia which, if such entity is a tax-exempt entity, recognizes that payments with respect to the Retained Notes may constitute unrelated business taxable income, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (iv) (a) a trust for which a court within the United States is able to exercise primary supervision over its administration and for which one or more persons described in this paragraph are able to control all substantial decisions or (b) a trust for which a valid election has been made to be treated as a United States person. Each Assignee also shall agree that it will furnish to the Person from whom it is acquiring any interest in the Retained Notes, the Seller, the Servicer, and the Indenture Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will agree to furnish a new Form W-9, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form) and such other certifications, representations or Opinions of Counsel as may be requested by the Indenture Trustee. Each Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee that it has not acquired and it will not Transfer any interest in the Retained Notes, or cause an interest in the Retained Notes to be marketed, on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code and any Treasury regulations thereunder, including an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. In addition, any Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee, prior to any delivery or Transfer to it of any Retained Notes, (i) that it is not and will not become (and that, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a) (a “DRE”), its owner is not and will not become), for so long as it holds an interest in the Retained Notes, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes (a “Flow-Thru Entity”), or (ii) that if it (or, if it is a DRE, its owner) is, or becomes, a Flow-Thru Entity, for so long as it (or, if it is a DRE, its owner) is a Flow-Thru Entity and it holds an interest in the Retained Notes, not more than 50% of the value of any interests in it (or, if it is a DRE, its owner) will be attributable to interests in the Trust held by it. Each initial purchaser of an interest in the Retained Notes acknowledges that the Opinion of Counsel to the effect that the Trust will not be treated as an association or publicly traded partnership taxable as a corporation is dependent in part on the accuracy of its certifications described in this Section 2.3(a). Each Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee (i) that it has purchased its interest in the Retained Notes for investment only and not with a view to any public distribution thereof and (ii) that it will not offer, sell, pledge or otherwise transfer its interest in all or any portion of the Retained Notes, except in compliance with the Securities Act and other applicable state laws and only (1) to the Seller, (2) pursuant to Rule 144A to a person who it reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, purchasing for its own account or for the account of a QIB, whom it has informed that such offer, sale or other transfer is being made in reliance on Rule 144A or (3) pursuant to an exemption from the registration requirements of the Securities Act to a person that is an Institutional Accredited Investor in a transaction meeting such exemption purchasing for its own account or one or more accounts of an Institutional Accredited Investor in reliance upon such exemption. No Retained Noteholders will have the right to require the Seller to register the Retained Notes or any other securities under the Securities Act or any other securities laws. The purchaser or transferee of each Class A Note, Class B Note, Class C Note or Class D Note or any interest therein shall be deemed to represent and warrant that either (a) it is not, and is not directly or indirectly acquiring such Note or interest therein for, on behalf of or with any assets of, an employee benefit plan subject to the fiduciary responsibility provisions of Title I of ERISA, a plan subject to Section 4975 of the Code, an entity whose underlying assets are deemed to include “plan assets” of any such plan, or a plan or other arrangement subject to any provision under any federal, state, local or other laws or regulations that are substantively similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”), or (b) its acquisition, holding and disposition of such Note or interest therein will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or a non-exempt violation of Similar Law. If the purchaser or transferee of a Class A Note, Class B Note, Class C Note or Class D Note or any interest therein is otherwise made a Benefit Plan Investor or a Plan subject to Similar Law, then the fiduciary of the Benefit Plan Investor or plan subject to Similar Law will be deemed to acknowledge and agree that none of the Issuer, the Seller, the Servicer, the Owner Trustee, or the Initial Purchasers or any of their affiliates, or the Backup Servicer, the Indenture Trustee, or the Trust Collateral Agent has acted or will act as a fiduciary to the Benefit Plan Investor or plan subject Similar Law in connection with its investment in the Notes. Neither the Issuer nor the Indenture Trustee is obligated to register the Notes under the Securities Act or any other securities law. Any transfer in violation of the provisions of this Section 2.3 shall be void ab initio. (b) The Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes shall be held in book-entry form and registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes of such class held by the Clearing Agency). With respect to Notes held in book-entry form: (i) the Note Registrar, the Trust Collateral Agent and the Indenture Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on such class or classes of Notes and the giving of instructions or directions hereunder) as the sole holder of such class or classes of Notes, and shall have no obligation to the Note Owners; (ii) the rights of such Note Owners will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the applicable depository agreement; (iii) whenever this Indenture or any of the Basic Documents requires or permits actions to be taken based upon instructions or directions of Holders of such class or classes of Notes evidencing a specified percentage of the Class A Note Balance, the Class B Note Balance, the Class C Note Balance, or the Class D Note Balance, as applicable, the Clearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the relevant class of Notes and has delivered such instructions to the Indenture Trustee; and (iv) without the consent of the Seller and the Indenture Trustee, no such class of Notes may be transferred by the Clearing Agency except to a successor Clearing Agency that agrees to hold such Note for the account of the Note Owners or except upon the election of the Note Owner thereof or a subsequent transferee to hold such Note in physical form. Neither the Indenture Trustee nor the Note Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Note an interest in which is transferable through the facilities of the Clearing Agency. The global Notes held in book-entry form will be issued as definitive Notes to Noteholders or their nominees rather than to the Clearing Agency or its nominee, only if (i) (A) the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Class A Notes, the Class B Notes, the Class C Notes or the Class D Notes as described in the applicable depository agreement and (B) the Issuer is unable to locate a qualified successor, (ii) the Issuer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency, or (iii) Note Owners representing beneficial interests in Class A Notes aggregating not less than a majority of the Class A Note Balance, in respect of the Class A Notes, Note Owners representing beneficial interests in the Class B Notes aggregating not less than a majority of the Class B Note Balance, in respect of the Class B Notes, Note Owners representing beneficial interests in the Class C Notes aggregating not less than a majority of the Class C Note Balance, in respect of the Class C Notes, or Note Owners representing beneficial interests in the Class D Notes aggregating not less than a majority of the Class D Note Balance, in respect of the Class D Notes, advise the Indenture Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency with respect to such class is no longer in the best interests of the related Note Owners, then the Indenture Trustee shall notify all such Note Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of definitive Class A Notes, definitive Class B Notes, definitive Class C Notes or definitive Class D Notes, as applicable, to such Note Owners requesting the same. Upon surrender to the Indenture Trustee of the related Notes by the Clearing Agency accompanied by registration instructions from the Clearing Agency, the Indenture Trustee shall issue definitive Notes of the related class and deliver such definitive Notes in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon instructions of the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 heretoClearing Agency. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (h) Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither the Note Registrar nor the Indenture Trustee shall be under liable for any duty to monitor or determine compliance with any federaldelay in delivery of such instructions and may conclusively rely on, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, and shall be under a duty to receive and to examine to determine whether protected in relying on, such instructions. Upon the certificate in substantially the form issuance of Exhibit B-1 definitive Class A Notes, definitive Class B, definitive Class C Notes or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or definitive Class D Notes, the Indenture Trustee as a requirement shall recognize the Holders of the registration of definitive Class A Notes, definitive Class B Notes, definitive Class C Notes or definitive Class D Notes, as applicable, as Noteholders hereunder. The Indenture Trustee shall not be liable if the Seller is unable to locate a transfer of a Notequalified successor Clearing Agency. (mc) In order to preserve the exemption for resales and transfers provided by Rule 144A, the Issuer shall provide to any Holder of a Class A Note, Class B Note, Class C Note or Class D Note and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Note to be made pursuant to Rule 144A. The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement Servicer and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were shall cooperate with the Indenture Trustee.Issuer in providing the Issuer such information regarding the Class A Notes, Class B Notes, Class C Notes and Class D Notes, the Collateral and other matters regarding the Trus

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this IndentureThe Note Registrar shall keep or cause to be kept, there shall be maintained at the office of or agency maintained pursuant to Section 2.7, a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) Register in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Registrar Indenture Trustee shall provide for the registration of Notes and of for transfers and exchanges of Notes as herein provided. The ▇▇▇▇▇ Fargo Bank, National Association shall be the initial Note Registrar. ▇▇▇▇▇ Fargo Bank, National Association shall be the Note Registrar so long as it is acting as Indenture Trustee hereunder. In the event that, subsequent to the Closing Date, the Indenture Trustee notifies the Seller that it is hereby initially appointed (and hereby agrees unable to act as Note Registrar, the Seller shall appoint another bank or trust company, having an office or agency located in Minneapolis, Minnesota or the Borough of Manhattan, The City of New York, agreeing to act in accordance with the terms hereof) provisions of this Indenture applicable to it, and otherwise acceptable to the Indenture Trustee, to act as successor Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein providedunder this Indenture. If at any time the Indenture Trustee resigns or is removed in accordance with not the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment the Note Registrar shall make available to the Indenture Trustee ten (10) days prior to each Distribution Date and at such other times as the Indenture Trustee may reasonably request the names and addresses of the Holders as they appear in the Note Register. No sale, conveyance, assignment, hypothecation, pledge, participation, or any other bank or trust company to act as transfer (each a “Transfer”) of a Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless such Transfer is (A) for so long as the such Notes are eligible for resale pursuant to Rule 144A, to a Person the transferor reasonably believes after due inquiry is a “qualified institutional buyer” as defined in Rule 144A (“Qualified Institutional Buyer” or “QIB”) that transferpurchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A or (B) solely with respect to initial investors in such Note, sale, pledge or other disposition is made in a transfer exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder to a Person that is an institutional “accredited investor” within the meaning of paragraphs (1), (2), (3) and (7) of Rule 501(a) of Regulation D under the Securities Act (an “Institutional Accredited Investor”) that purchases for its own account or for the account or accounts of an Institutional Accredited Investor. No portion of the Retained Notes or any applicable state securities lawsinterest therein may be transferred, directly or is otherwise made indirectly, to any Person (other than Credit Acceptance Funding LLC 2016-2 in the initial offering, which shall not be subject to any of the transfer restrictions set forth herein that relate specifically to each initial purchaser) except in accordance with the Securities Act, regulations promulgated thereunder and such state securities lawsthis Section 2.3(a). The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None No portion of the IssuerRetained Notes or any interest therein may be Transferred to any Person (each, an “Assignee”), unless the Assignee shall have executed and delivered the certifications referred to in this Section 2.3 and, except in connection with the initial Transfer of the Retained Notes to the Retained Noteholders, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect has received a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion Tax Opinion with respect to each such account and (ii) full power Transfer. Any attempted Transfer that would cause the number of Targeted Holders to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receiptexceed ninety-five shall be void. Upon request by a Retained Noteholder, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions number of this Section 2.04, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (h) Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge Targeted Holders shall be imposed for any transfer or exchange disclosed to such requesting Retained Noteholder. All Opinions of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed Counsel required in connection with any transfer or exchange of Notes. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide counsel reasonably acceptable to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there shall be maintained at the office of the Note Registrar a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) ” in which, subject to such reasonable regulations as the Note Registrar may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. The offices of the Note Registrar shall be initially located (as of the date hereof) at Citibank, N.A., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Agency & Trust – CMFT Net Lease Master Issuer LLC. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as “Note Registrar Registrar” for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. The Indenture Trustee may appoint, by a written instrument delivered to the Issuer, any other bank or trust company to act as Note Registrar under such conditions as the predecessor Indenture Trustee may prescribe; provided, that the Indenture Trustee shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor Indenture Trustee trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company to act as Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purposeProperty Manager, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchangeManager, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (h) Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed bySpecial Servicer, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer Back-Up Manager and the Indenture Trustee shall have the right to inspect the Note Register or to obtain a copy thereof within a at all reasonable amount of time after receipt of notice by the Note Registrartimes, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither . Upon written request of any Noteholder made for purposes of communicating with other Noteholders with respect to their rights under this Indenture, the Note Registrar nor shall promptly furnish such Noteholder with a list of the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that Noteholders of record identified in the Note Registrar or Register at the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement time of the registration of a transfer of a Noterequest. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there shall be maintained at the office of a registrar appointed by the Issuer (the “Note Registrar”) appointed by the Issuer a register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. The Indenture Trustee may appoint, by a written instrument delivered to the Issuer, any other bank or trust company to act as Note Registrar under such conditions as the Indenture Trustee may prescribe, provided that the Indenture Trustee shall not be relieved of any of its duties or responsibilities hereunder as Note Registrar by reason of such appointment. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor Indenture Trustee indenture trustee shall immediately succeed to its predecessor’s duties as Note Registrar. Deutsche Bank National Trust Company, absent appointment of any other bank or trust company to act in its capacity as Note Registrar, shall be afforded all of the rights, powers, immunities and indemnities of the Indenture Trustee set forth in this Indenture. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder Act and such state securities laws. The Notes If a transfer of any Note is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof), then the Note Registrar shall be transferable only refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) a certificate from the surrender of a Note for registration of Noteholder desiring to effect such transfer and delivery and the duly completed and executed certification substantially in the form of attached as Exhibit B-1 C-1 hereto and a duly completed and executed representation substantially certificate from such Noteholder’s prospective transferee in the form attached as Exhibit C-2 hereto (which in the case of Exhibit B-2 hereto. the Book-Entry Notes, the Noteholder and the Noteholder’s prospective transferee will be deemed to have represented such certification) to the effect that, among other things, the transfer is being made to a transferee that is a QIB in accordance with Rule 144A. None of the Issuer, the Depositor, the Indenture Trustee Trustee, the Owner Trustee, the Administrators or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interestinterest therein without registration or qualification. Any Holder Noteholder desiring to effect a transfer of Notes or interests therein shall, and is does hereby deemed to have agreed agree to, indemnify and hold harmless the Issuer, the Depositor, the Indenture Trustee Trustee, the Owner Trustee, the Administrators and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The No Note Registrar shall refuse may be sold or transferred to register any requested transfer a Person unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder such Person certifies in substantially the form of Exhibit B-1 heretoC-2 to this Agreement (which in the case of Notes which are Book-Entry Notes, and such Person will be deemed to have represented such certification), which certification the Indenture Trustee may rely upon without further inquiry or investigation, that such Person is not a representation letter from Plan trustee or is acting on behalf of a Plan, or using assets of a Plan (within the transfereemeaning of 29 C.F.R. 2510.3 -101, in substantially the form as modified by Section 3(42) of Exhibit B-2 hereto, and shall have no duty ERISA) to determine whether effect such transfer is so exempt or complies with such federal and state lawstransfer. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification (which in the case of the Book-Entry Notes, the prospective transferee will be deemed to have represented such certification) to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be2.04. (fe) Subject to the preceding provisions of this Section 2.04, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose, the Owner Trustee on behalf of the Issuer shall execute execute, and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder)transferees, one or more new Notes of authorized denominations, of a like aggregate the same Class and the same Note Balance of the surrendered NoteBalance. (gf) At the option of any HolderNoteholder, its Notes may be exchanged for other Notes of authorized denominations of the same Class in a like aggregate Aggregate Note Balance of the surrendered Notes Balance, upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Owner Trustee on behalf of the Issuer shall execute execute, and the Indenture Trustee shall authenticate and deliver deliver, the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder Noteholder making the exchange is entitled to receive. (hg) Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Note Registrar duly executed by, the Holder thereof or its his attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (ih) No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (ji) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (kj) The Note Registrar or the Indenture Trustee shall provide to each of the Issuer or Issuer, the Indenture TrusteeAdministrators, the Owner Trustee and the Depositor, upon reasonable prior written request, and at the expense of the Issuerrequesting party, an updated copy of the Note Register. The Issuer Issuer, the Administrators, the Owner Trustee and the Indenture Trustee Depositor shall have the right to inspect the Note Register or to obtain a copy thereof within a at all reasonable amount of time after receipt of notice by the Note Registrartimes, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (lk) Neither The Indenture Trustee on behalf of the Depositor shall provide to any Holder of a Note Registrar nor (or Note Owner) and any prospective transferee designated by any such Holder (or Note Owner), information regarding the Notes and the Underlying Certificates and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Note without registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A to the extent such information is in the Indenture Trustee shall be under any duty Trustee’s possession. Each Holder of a Note (or Note Owner) desiring to monitor or determine compliance with any federaleffect such a transfer shall, state or other securities or tax laws that may be applicable; providedand does hereby agree to, howeverindemnify the Issuer, that the Note Registrar or Owner Trustee, the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar and the Depositor against any liability that may result if the transfer is not so exempt or the Indenture Trustee as a requirement of the registration of a transfer of a Noteis not made in accordance with federal and state securities laws and any other restrictions specified in this Section 2.04. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during The Issuer hereby initially appoints the term of this Indenture, there Security Registrar as transfer agent for the Notes. The Security Registrar shall register Notes and transfers and exchanges thereof as provided herein. The Security Registrar and each transfer agent and co-security registrar (if any) appointed with respect to the Notes shall be maintained referred to collectively as the “Transfer Agent.” The Security Registrar shall cause to be kept at the office of a registrar appointed or agency to be maintained by the Issuer (the “Note Registrar”) it in accordance with ‎Section 8.11 a register (the “Note Register”) in which, subject to restrictions on transfer set forth herein, and such other reasonable regulations as the Note Registrar it may prescribe, the Note Security Registrar shall provide for for: (i) the registration of the Notes and (ii) the registration of transfers and exchanges of the Notes as herein providedprovided herein. The Indenture Trustee shall preserve, in as current a form as is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. If the Indenture Trustee resigns or is removed in accordance with the terms hereofreasonably practicable, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment names and addresses of any other bank or trust company to act as Note RegistrarHolders received by the Trustee. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon Upon surrender for registration of transfer of any Note at the offices of Corporate Trust Office or such other office or agency maintained by the Note Registrar maintained for such purposeTrustee in accordance with ‎Section 8.11, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to if the extent that only a portion transfer is for less than all of the transferring Holder’s Note Balance is being transferredapplicable Note, to the transferring Holdertransferor), one or more new Notes of Note(s) executed by the Issuer in authorized denominations, denominations of a like aggregate Note Balance of principal balance and deliver such new Note(s) to the surrendered Noteapplicable Holder(s). (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (hc) Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Note Registrar Trustee (or the applicable Transfer Agent) duly executed by, by the applicable Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (id) No service charge shall be imposed charged to a Holder for any registration of transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax Tax or other governmental charge that may be imposed payable in connection with any transfer or exchange of Notestherewith. (je) All Notes surrendered for registration of transfer and or exchange shall be physically canceled and subsequently destroyed or retained by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes Trustee in accordance with its standard proceduresretention policy. (kf) The Note Registrar shall provide In addition to the other provisions herein, the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have reserves the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrarimpose such transfer, certificate, exchange or other requirements, and to rely conclusively upon require such restrictive legends on a certificate Note, as it may determine are necessary to ensure compliance with the securities laws of the Note Registrar as to United States and the information set forth in the Note Registerstates thereof and any other Applicable Law. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there 1. The Issuer shall cause to be maintained kept at the office of or agency to be maintained by a transfer agent and registrar appointed by the Issuer (the “Note "Transfer Agent and Registrar”) "), a register (the “"Note Register”") in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Transfer Agent and Registrar shall provide for the registration of the Investor Notes of each Series (unless otherwise provided in the related Indenture Supplement) and of transfers and exchanges of the Investor Notes as herein provided. The Indenture Trustee Chase is hereby initially appointed (Transfer Agent and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose purposes of registering the Investor Notes and transfers and exchanges of the Investor Notes as herein provided. If any form of Investor Note is issued as a Global Note, the Indenture Trustee resigns may, or if and so long as any Series of Investor Notes is removed in accordance with listed on the terms hereofLuxembourg Stock Exchange and such exchange shall so require, the successor Indenture Trustee shall immediately succeed appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Indenture to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. Chase shall be permitted to resign as Transfer Agent and Registrar upon 30 days' written notice to the Indenture Trustee; provided, however, that such resignation shall not be effective and Chase shall continue to perform its predecessor’s duties as Note Transfer Agent and Registrar until the Indenture Trustee has appointed a successor Transfer Agent and Registrar with the consent of the Issuer. If a Person other than the Indenture Trustee is appointed by the Issuer as the Transfer Agent and Registrar, absent the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Register, and the Indenture Trustee shall have the right to inspect the Transfer Agent and Register at all reasonable times and to obtain copies thereof. An institution succeeding to the corporate agency business of the Transfer Agent and Registrar shall continue to be the Transfer Agent and Registrar without the execution or filing of any paper or any further act on the part of the Indenture Trustee or such Transfer Agent and Registrar. The Transfer Agent and Registrar shall maintain in The City of New York (and, if so specified in the related Indenture Supplement for any Series of Notes, any other bank city designated in such Indenture Supplement) an office or trust company to act as Note Registrar. (b) No transfer, sale, pledge offices or other disposition of any Note agency or interest therein shall agencies where Investor Notes may be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note surrendered for registration of transfer or exchange. The Transfer Agent and delivery Registrar initially designates its corporate trust office located at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ as its office for such purposes. The Transfer Agent and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse give prompt written notice to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar Issuer and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to Investor Noteholders of any change in the effect that it has (i) sole investment discretion with respect to each location of such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note office or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon agency. Upon surrender for registration of transfer of any Investor Note at the offices office or agency of the Note Registrar maintained for such purposeTransfer Agent and Registrar, if the requirements of Section 2.4(b) and Section 8-401(a) of the UCC are met, the Issuer shall execute and after the Issuer has executed, the Indenture Trustee shall authenticate and deliver(if the Transfer Agent and Registrar is different than the Indenture Trustee, then the Transfer Agent and Registrar shall) deliver to the Investor Noteholder, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder)transferees, one or more new Notes of Investor Notes, in any authorized denominations, of the same Class and a like aggregate Note Balance principal amount; provided, however that the provisions of the surrendered Note. (g) this paragraph shall not apply to Bearer Notes. At the option of any HolderHolder of Registered Notes, its Registered Notes may be exchanged for other Registered Notes of a the same Series in authorized denominations of like aggregate Note Balance of the surrendered Notes principal amount, upon surrender of the Registered Notes to be exchanged at the offices any office or agency of the Note Transfer Agent and Registrar maintained for such purpose. At the option of any holder of Bearer Notes, subject to applicable laws and regulations (including without limitation, the Bearer Rules), Bearer Notes may be exchanged for other Bearer Notes or Registered Notes of the same Series in authorized denominations of like aggregate principal amount, in the manner specified in the Indenture Supplement for such Series, upon surrender of the Bearer Notes to be exchanged at an office or agency of the Transfer Agent and Registrar located outside the United States. Each Bearer Note surrendered pursuant to this Section 2.4 shall have attached thereto (or be accompanied by) all unmatured Coupons, provided that any Bearer Note so surrendered after the close of business on the Record Date preceding the relevant Payment Date need not have attached the Coupons relating to such Payment Date. Whenever any Investor Notes of any Series are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute and after the Issuer has executed, the Indenture Trustee shall authenticate and (if the Transfer Agent and Registrar is different than the Indenture Trustee, then the Transfer Agent and Registrar shall) deliver to the Notes of a like aggregate Note Balance of Investor Noteholder, the surrendered Investor Notes which the Holder Investor Noteholder making the exchange is entitled to receive. (h) . All Investor Notes issued upon any registration of transfer or exchange of the Investor Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Investor Notes surrendered upon such registration of transfer or exchange. Every Investor Note presented or surrendered for registration of transfer or exchange shall be (if so required by the Note Registrari) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar Indenture Trustee duly executed by, the Holder thereof or its such Holder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in The City of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and (ii) accompanied by such other documents as the Indenture Trustee may require. The Note Registrar may require any Holderpreceding provisions of this Section 2.4 notwithstanding, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer of or exchange any Investor Note of any Series for a period of 15 days preceding the due date for any payment in full of the Investor Notes of such Series. Unless otherwise provided in the related Indenture Supplement, no service charge shall be made for any registration of transfer or exchange of Investor Notes, but the Transfer Agent and Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Investor Notes. . All Investor Notes (jtogether with any Coupons attached to Bearer Notes) All Notes surrendered for registration of transfer and exchange shall be physically canceled by the Note Registrar, Transfer Agent and Registrar and disposed of in a manner satisfactory to the Note Registrar Indenture Trustee. The Indenture Trustee shall dispose cancel and destroy any Global Notes upon its exchange in full for Definitive Notes and shall deliver a certificate of destruction to the Issuer. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency was received with respect to each portion of such canceled Global Note exchanged for Definitive Notes in accordance with its standard procedures. (k) The Note Registrar shall provide to the Issuer or the related Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note RegisterSupplement. The Issuer shall execute and deliver to the Indenture Trustee shall have or the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Transfer Agent and Registrar, as applicable, Bearer Notes and Registered Notes in such amounts and at such times as are necessary to rely conclusively upon enable the Indenture Trustee to fulfill its responsibilities under this Indenture and the Investor Notes. 2. Unless otherwise provided in the related Indenture Supplement, registration of transfer of Registered Notes containing a certificate of the Note Registrar as legend relating to the information restrictions on transfer of such Registered Notes (which legend shall be set forth in the Note Register. (lIndenture Supplement relating to such Investor Notes) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that effected only if the Note Registrar or the conditions set forth in such related Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a NoteSupplement are satisfied. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there (i) The Trustee shall cause to be maintained kept at the office of or agency to be maintained by a transfer agent and registrar appointed by the Issuer (the “Note Transfer Agent and Registrar”), in accordance with the provisions of Section 2.6(c) and the Bearer Rules, a register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Transfer Agent and Registrar shall provide for the registration of the Notes of each Series (unless otherwise provided in the related Series Supplement) and registrations of transfers and exchanges of the Notes as herein provided. The Indenture Trustee is hereby initially appointed (Transfer Agent and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose purposes of registering the Notes and transfers and exchanges of the Notes as herein provided. If a Person other than the Indenture Trustee resigns or is removed in accordance with appointed by the terms hereofIssuer as Transfer Agent and Registrar, the successor Indenture Issuer will give the Trustee prompt written notice of the appointment of such Transfer Agent and Registrar and of the location, and any change in the location, of the Note Register, and the Trustee shall immediately succeed have the right to its predecessor’s duties inspect the Note Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Transfer Agent and Registrar by a Responsible Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. If any form of Note is issued as a Global Note, the Trustee may, or if and so long as any Series of Notes are listed on the Luxembourg Stock Exchange, and such exchange shall so require, the Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in this Indenture to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. The Trustee shall be permitted to resign as Transfer Agent and Registrar upon 30 days’ written notice to the Servicer. In the event that the Trustee shall no longer be the Transfer Agent and Registrar, absent appointment of any other bank or trust company to act as Note the Issuer shall appoint a successor Transfer Agent and Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon Upon surrender for registration of transfer of any Note at the offices any office or agency of the Note Transfer Agent and Registrar maintained for such purposeif the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute execute, subject to the provisions of Section 2.6(b), and the Indenture Trustee shall authenticate and deliver, and the applicable Noteholder shall obtain from the Trustee, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder)transferees, one or more new Notes in authorized denominations of authorized denominations, of a like aggregate Note Balance principal amount; provided, that the provisions of the surrendered Notethis paragraph shall not apply to Bearer Notes. (giii) All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. (iv) At the option of any Holdera Noteholder, its Notes may be exchanged for other Notes of a the same Series of the same Class in authorized denominations of like aggregate Note Balance of the surrendered Notes principal amount, upon surrender of the Notes to be exchanged at the offices any office or agency of the Note Transfer Agent and Registrar maintained for such purpose. At the option of any Holder of Registered Notes, Registered Notes may be exchanged for other Registered Notes of the same Series in authorized denominations of like aggregate principal amounts, upon surrender of the Registered Notes to be exchanged at any office or agency of the Transfer Agent and Registrar maintained for such purpose. Registered Notes may not be exchanged for Bearer Notes. At the option of any Holder of Bearer Notes, subject to applicable laws and regulations (including without limitation, the Bearer Rules), Bearer Notes may be exchanged for other Bearer Notes or Registered Notes of the same Series in authorized denominations of like aggregate principal amounts, in the manner specified in the Series Supplement for such Series, upon surrender of the Bearer Notes to be exchanged at an office or agency of the Transfer Agent and Registrar located outside the United States. Each Bearer Note surrendered pursuant to this Section 2.6 shall have attached thereto (or be accompanied by) all unmatured Coupons, provided that any Bearer Note so surrendered after the close of business on the Record Date preceding the relevant Settlement Date after the related Series Termination Date need not have attached the Coupons relating to such Settlement Date. (v) Whenever any Notes of any Series are so surrendered for exchange, if the requirements of Section 8-401(1) of the UCC are met the Issuer shall execute and the Indenture Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver and the Noteholders shall obtain from the Trustee, the Notes of a like aggregate Note Balance of the surrendered Notes such Series which the Holder Noteholder making the exchange is entitled to receive. (h) . Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Note Trustee and the Transfer Agent and Registrar duly executed by, by the Holder Noteholder thereof or its attorney his attorney-in-fact duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (ivi) No The preceding provisions of this Section 2.6 notwithstanding, the Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the exchange of any Global Note of any Series for a Definitive Note or the transfer of or exchange any Note of any Series for a period of five Business Days preceding the due date for any payment with respect to the Notes of such Series or during the period beginning on any Record Date and ending on the next following Settlement Date. (vii) Unless otherwise provided in the related Series Supplement, no service charge shall be imposed made for any registration of transfer or exchange of Notes, but the Indenture Trustee or the Note Transfer Agent and Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (jviii) All Notes (together with any Coupons attached to Bearer Notes) surrendered for registration of transfer and exchange shall be physically canceled by the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy any Global Note Registrar, and the Note Registrar shall dispose of such canceled upon its exchange in full for Definitive Notes in accordance with its standard customary procedures. (kix) The Upon written direction, the Issuer shall deliver to the Trustee or the Transfer Agent and Registrar, as applicable, Bearer Notes and Registered Notes in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Indenture and the Notes. (x) Prior to due presentment for registration of transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note Registrar is registered (as of the day of determination) as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Trustee, any Agent or the Issuer shall provide be affected by notice to the contrary. (xi) Notwithstanding any other provision of this Section 2.6, the typewritten Note or Notes representing Book-Entry Notes for any Series may be transferred, in whole but not in part, only to another nominee of the Clearing Agency or Foreign Clearing Agency for such Series, or to a successor Clearing Agency or Foreign Clearing Agency for such Series selected or approved by the Issuer or the Indenture Trusteeto a nominee of such successor Clearing Agency or Foreign Clearing Agency, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth only if in the Note Registeraccordance with this Section 2.6. (lxii) Neither If the Note Registrar nor Notes are listed on the Indenture Luxembourg Stock Exchange, the Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture TrusteeLuxembourg Agent, as the case may be, shall be under a duty send to receive and to examine to determine whether the certificate Issuer upon any transfer or exchange of any Note information reflected in substantially the form copy of Exhibit B-1 or the representation letter in substantially register for the form of Exhibit B-2 specifically required Notes maintained by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee Luxembourg Agent, as a requirement of the registration of a transfer case may be. (xiii) By its acceptance of a Note, each Noteholder and Note Owner shall be deemed to have represented and warranted that either (i) it is not an employee benefit plan subject to ERISA, a “plan” described in Section 4975 of the Code, an entity deemed to hold the assets of any such plan or a governmental plan (as defined in Section 3(32) of ERISA) or a church plan (as defined in Section 3(33) of ERISA for which no election has been made under Section 410(d) of the Code) subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code or (ii) its purchase and holding of the Note will not, throughout the term of its holding an interest therein, constitute a non-exempt “prohibited transaction” under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental plan or a non-electing church plan (as described above), any substantially similar applicable law). (mb) The Note Registrar Unless otherwise provided in the related Series Supplement, registration of transfer of Registered Notes containing a legend relating to the restrictions on transfer of such Registered Notes (which legend shall be entitled set forth in the Series Supplement relating to all of such Notes) shall be effected only if the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trusteeconditions set forth in such related Series Supplement are satisfied.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this IndentureThe Note Registrar shall keep or cause to be kept, there shall be maintained at the office of or agency maintained pursuant to Section 2.7, a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) Register in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Registrar Indenture Trustee shall provide for the registration of Notes and of for transfers and exchanges of Notes as herein provided. The Indenture Trustee shall be the initial Note Registrar. W▇▇▇▇ Fargo Bank, National Association shall be the Note Registrar so long as it is hereby initially appointed (and hereby agrees acting as Indenture Trustee hereunder. In the event that, subsequent to the Closing Date, the Indenture Trustee notifies the Seller that it is unable to act as Note Registrar, the Seller shall appoint another bank or trust company, having an office or agency located in Minneapolis, Minnesota or the Borough of Manhattan, The City of New York, agreeing to act in accordance with the terms hereof) provisions of this Indenture applicable to it, and otherwise acceptable to the Indenture Trustee, to act as successor Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein providedunder this Indenture. If at any time the Indenture Trustee resigns or is removed in accordance with not the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment the Note Registrar shall make available to the Indenture Trustee ten (10) days prior to each Distribution Date and at such other times as the Indenture Trustee may reasonably request the names and addresses of the Holders as they appear in the Note Register. No sale, conveyance, assignment, hypothecation, pledge, participation, or any other bank or trust company to act as transfer (each a “Transfer”) of a Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless such Transfer is (A) for so long as the such Notes are eligible for resale pursuant to Rule 144A, to a Person the transferor reasonably believes after due inquiry is a “qualified institutional buyer” as defined in Rule 144A (“Qualified Institutional Buyer”) that transferpurchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A or (B) solely with respect to initial investors in such Note, sale, pledge or other disposition is made in a transfer exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder to a Person that is an institutional “accredited investor” within the meaning of paragraphs (1), (2), (3) and (7) of Rule 501(a) of the Securities Act (an “Institutional Accredited Investor”) that purchases for its own account or for the account or accounts of an Institutional Accredited Investor. No portion of the Retained Notes or any interest therein may be transferred, directly or indirectly, to any Person (other than Credit Acceptance Funding LLC 2012-1 in the initial offering, which shall not be subject to any of the transfer restrictions set forth herein that relate specifically to each initial purchaser) except in accordance with this Section 2.3(a). No portion of the Retained Notes or any interest therein may be Transferred to any Person (each, an “Assignee”), unless the Assignee shall have executed and delivered the certifications referred to in this Section 2.3 and, except in connection with the initial Transfer of the Retained Notes to the Retained Noteholders, the Indenture Trustee has received a Tax Opinion with respect to such Transfer. Any attempted Transfer that would cause the number of Targeted Holders to exceed ninety-five shall be void. Upon request by a Retained Noteholder, the number of Targeted Holders shall be disclosed to such requesting Retained Noteholder. All Opinions of Counsel required in connection with any transfer shall be by counsel reasonably acceptable to the Indenture Trustee. Only upon receipt by the Indenture Trustee of the written consent of each of the Seller and the Servicer to such Transfer shall the Retained Notes (or such portion thereof) be transferred upon the Note Register; provided, however, that such consent shall only be withheld based upon the reasonable belief of the Seller or the Servicer that such Transfer may cause the number of Targeted Holders to exceed ninety-five. Such Transfers of all or any portion of the Retained Notes shall be subject to the restrictions set forth in this Section 2.3(a) and to such other restrictions as shall be set forth in the investment letter, substantially in the form attached hereto as Exhibit C, executed by the purchasing Retained Noteholder. Successive registrations and registrations of Transfers as aforesaid may be made from time to time as desired, and each such registration shall be noted on the Note Register. No Transfer of the Retained Notes will be effective and the Transfer Agent and Note Registrar shall not register such Transfer, unless the Assignee has delivered an investment letter substantially in the form attached hereto as Exhibit C to the Indenture Trustee. Any purported Transfer or registration of Transfer of a Retained Note in violation of the preceding sentence shall be absolutely null and void and shall vest no rights in the purported Assignee. Each Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee that it is, for federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation or partnership organized in or under the laws of the United States or any state or the District of Columbia which, if such entity is a tax-exempt entity, recognizes that payments with respect to the Retained Notes may constitute unrelated business taxable income, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (iv) (a) a trust for which a court within the United States is able to exercise primary supervision over its administration and for which one or more persons described in this paragraph are able to control all substantial decisions or (b) a trust for which a valid election has been made to be treated as a United States person. Each Assignee also shall agree that it will furnish to the Person from whom it is acquiring any interest in the Retained Notes, the Seller, the Servicer, and the Indenture Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will agree to furnish a new Form W-9, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form) and such other certifications, representations or Opinions of Counsel as may be requested by the Indenture Trustee. Each Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee that it has not acquired and it will not Transfer any interest in the Retained Notes, or cause an interest in the Retained Notes to be marketed, on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code and any Treasury regulations thereunder, including an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. In addition, any Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee, prior to any delivery or Transfer to it of any Retained Notes, (i) that it is not and will not become (and that, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a) (a “DRE”), its owner is not and will not become), for so long as it holds an interest in the Retained Notes, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes (a “Flow-Thru Entity”), or (ii) that if it (or, if it is a DRE, its owner) is, or becomes, a Flow-Thru Entity, for so long as it (or, if it is a DRE, its owner) is a Flow-Thru Entity and it holds an interest in the Retained Notes, not more than 50% of the value of any interests in it (or, if it is a DRE, its owner) will be attributable to interests in the Trust held by it. Each initial purchaser of an interest in the Retained Notes acknowledges that the Opinion of Counsel to the effect that the Trust will not be treated as an association or publicly traded partnership taxable as a corporation is dependent in part on the accuracy of its certifications described in this Section 2.3(a). Each Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee (i) that it has purchased its interest in the Retained Notes for investment only and not with a view to any public distribution thereof and (ii) that it will not offer, sell, pledge or otherwise transfer its interest in all or any portion of the Retained Notes, except in compliance with the Securities Act and other applicable state laws and only (1) to the Seller, (2) pursuant to Rule 144A to a person who it reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, purchasing for its own account or for the account of a QIB, whom it has informed that such offer, sale or other transfer is being made in reliance on Rule 144A or (3) pursuant to an exemption from the registration requirements of the Securities Act to a person that is an Institutional Accredited Investor in a transaction meeting such exemption purchasing for its own account or one or more accounts of an Institutional Accredited Investor in reliance upon such exemption. No Retained Noteholders will have the right to require the Seller to register the Retained Notes or any other securities under the Securities Act or any other securities laws. The purchaser or transferee of each Note or any interest therein shall be deemed to, or in the case of a purchaser or transferee of each Note that is otherwise made an Institutional Accredited Investor shall, represent and warrant that, with respect to the source of funds to be used by such transferee to acquire such Note or any interest therein (the “Source”) either (a) such Source is not, and is not directly or indirectly acting for, on behalf of or with any assets of, an employee benefit plan or other arrangement subject to Title I of ERISA, a “plan” to which Section 4975 of the Code applies, or a plan or other arrangement that is subject to any provision of any federal, state, local or other laws or regulations that are substantively similar to the foregoing provisions of ERISA or the Code (“Similar Law”), or (b) the acquisition and holding of such Notes or interest therein by such Source will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or a violation of Similar Law. Neither the Issuer nor the Indenture Trustee is obligated to register the Notes under the Securities Act or any other securities law. Any transfer in violation of the provisions of this Section 2.3 shall be void ab initio. (b) The Class A Notes and the Class B Notes shall be held in book-entry form and registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes of such class held by the Clearing Agency). With respect to Notes held in book-entry form: (i) the Note Registrar, the Trust Collateral Agent and the Indenture Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on such class or classes of Notes and the giving of instructions or directions hereunder) as the sole holder of such class or classes of Notes, and shall have no obligation to the Note Owners; (ii) the rights of such Note Owners will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Depository Agreement; (iii) whenever this Indenture or any of the Basic Documents requires or permits actions to be taken based upon instructions or directions of Holders of such class or classes of Notes evidencing a specified percentage of the Class A Note Balance, the Class B Note Balance, or the Class C Note Balance, as applicable, the Clearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the relevant class of Notes and has delivered such instructions to the Indenture Trustee; and (iv) without the consent of the Seller and the Indenture Trustee, no such class of Notes may be transferred by the Clearing Agency except to a successor Clearing Agency that agrees to hold such Note for the account of the Note Owners or except upon the election of the Note Owner thereof or a subsequent transferee to hold such Note in physical form. Neither the Indenture Trustee nor the Note Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Note an interest in which is transferable through the facilities of the Clearing Agency. If (i)(A) the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Class A Notes or the Class B Notes as described in the Depository Agreement and (B) the Issuer is unable to locate a qualified successor, (ii) the Issuer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency, or (iii) Note Owners representing beneficial interests in Class A Notes aggregating not less than a majority of the Class A Note Balance, in respect of the Class A Notes, or Note Owners representing beneficial interests in the Class B Notes aggregating not less than a majority of the Class B Note Balance, in respect of the Class B Notes, advise the Indenture Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency with respect to such class is no longer in the best interests of the related Note Owners, then the Indenture Trustee shall notify all such Note Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of definitive Class A Notes or definitive Class B Notes, as applicable, to such Note Owners requesting the same. Upon surrender to the Indenture Trustee of the related Notes by the Clearing Agency accompanied by registration instructions from the Clearing Agency, the Indenture Trustee shall issue definitive Notes of the related class and deliver such definitive Notes in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon instructions of the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 heretoClearing Agency. None of the Issuer, the Note Registrar nor the Indenture Trustee or shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer issuance of any Note or interest. Any Holder desiring to effect a transfer of definitive Class A Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuerdefinitive Class B Notes, the Indenture Trustee and shall recognize the Note Registrar against costsHolders of the definitive Class A Notes or definitive Class B Notes, damagesas applicable, or any other liability that may result as Noteholders hereunder. The Indenture Trustee shall not be liable if the transfer Seller is not so exempt or is not made in accordance with such federal and state lawsunable to locate a qualified successor Clearing Agency. (c) In order to preserve the exemption for resales and transfers provided by Rule 144A, the Issuer shall provide to any Holder of a Class A Note or Class B Note and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Note to be made pursuant to Rule 144A. The Note Registrar Servicer and the Indenture Trustee shall refuse cooperate with the Issuer in providing the Issuer such information regarding the Class A Notes and Class B Notes, the Collateral and other matters regarding the Trust as the Issuer shall reasonably request to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from meet its obligations under the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state lawspreceding sentence. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon Upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purposeCorporate Trust Office, the Issuer shall execute and the Indenture Trustee shall authenticate shall, subject to Section 2.3(a), authenticate, and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder)transferees, one or more new Notes of in authorized denominations, denominations of a like class and aggregate Note Balance amount dated the date of authentication by the surrendered Note. (g) Indenture Trustee. At the option of any a Holder, its Notes may be exchanged for other Notes of the same class in authorized denominations of a like aggregate Note Balance of the surrendered Notes amount upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receiveCorporate Trust Office. (he) Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.instrument

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this IndentureThe Indenture Trustee, there as initial Note Registrar, shall maintain, or cause to be maintained maintained, at the office of a registrar appointed by the Issuer (the “Note Registrar”) Corporate Trust Office, a register (the “Note "Register”") in which, subject to such reasonable regulations as which the Note Registrar may prescribe, the Note Registrar Indenture Trustee shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering All Notes and transfers and exchanges of Notes as herein provided. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company to act as Note Registrarbe so registered. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon Upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purposeCorporate Trust Office, the Issuer Trust shall execute execute, and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder)transferees, one or more new Notes in authorized denominations of authorized denominationsthe same class, of a like aggregate Note Balance Class A Percentage Interest or Class B Percentage Interest, as the case may be, dated the date of such authentication; provided that, none of the surrendered NoteNotes may be transferred to the Transferors or any of their respective Affiliates unless the Indenture Trustee, the Noteholders, the Note Insurer and the Rating Agencies shall have been furnished with an Opinion of Counsel experienced in Federal bankruptcy matters to the effect that such sale or transfer would not adversely affect the character of the conveyance of the Conveyed Assets to the Transferors as an absolute transfer. (gc) At the option of any Holdera Noteholder, its Notes may be exchanged for other Notes of the same Class (of authorized denominations in the case of Class A Notes and Class B Notes) of a like aggregate Note Balance of Class A Percentage Interest or Class B Percentage Interest, as the surrendered Notes case may be, upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for any such purposeoffice or agency. Whenever any Notes are so surrendered for exchange, the Issuer Trust shall execute execute, and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of that the surrendered Notes which the Holder Noteholder making the exchange is entitled to receive. (h) . Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer substantially in the form satisfactory to the Note Registrar of Exhibit H hereto, duly executed by, by the Holder Noteholder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (id) No service charge shall be imposed made for any registration of transfer of any Note or for the exchange of Notesany Note, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer of any Note or exchange of Notesany Note. (je) All Once definitive Notes surrendered for have been issued, no sale or other transfer and exchange of any Note shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of made to any Person unless such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide Person delivers to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the completed representation letter in substantially the form attached as either Exhibit F or Exhibit G hereto. (f) All Notes surrendered for registration of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been transfer and all Notes surrendered for exchange shall be delivered to the Note Registrar or Indenture Trustee and cancelled and subsequently destroyed by the Indenture Trustee as a requirement in accordance with its customary practices in effect from time to time. (g) Notwithstanding the foregoing, in the case of the registration any sale or other transfer of a transfer record or beneficial ownership of a Note. (m) The , the transferee of such Note Registrar shall be entitled deemed to all have represented and warranted (i) that it is not a Benefit Plan Investor or (ii) that it is purchasing the Class A Notes and its purchase and continued holding of the protections, privileges, limitations on liability, rights Class A Notes will be covered by a U.S. Department of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture TrusteeLabor Class Exemption.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there The Note Registrar shall be maintained at the office of maintain a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) Register in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Registrar shall provide for the registration of the Notes and of transfers and exchanges of Notes thereof as herein providedprovided in this Agreement. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering the Notes and transfers and exchanges of Notes thereof as herein providedprovided in this Agreement. If In the Indenture Trustee resigns or is removed in accordance with event that, subsequent to the terms hereofClosing Date, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company notifies the Servicer that it is unable to act as Note Registrar, the Servicer shall appoint another bank or trust company, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Note Registrar under this Agreement. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04Agreement, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purposeCorporate Trust Office, the Issuer shall execute execute, and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder)transferees, one or more new Notes of in authorized denominations, denominations of a like aggregate Note Balance of the surrendered Noteprincipal amount. (gc) At the option of any Holder, its Notes may be exchanged for other Notes of authorized denominations of a like aggregate Note Balance principal amount, at the option of the surrendered Notes related Noteholder upon surrender of the Notes Note to be exchanged at the offices of the Note Registrar maintained for any such purposeoffice or agency. Whenever any Notes are Note is so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of that the surrendered Notes which the Holder Noteholder making the exchange is entitled to receive. (h) . Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Note Registrar duly executed by, by the Holder Noteholder thereof or its his or her attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (id) No service or other charge shall be imposed made for any registration of transfer or exchange of NotesNotes by the Trustee or the Servicer, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (je) All Any Notes surrendered for registration of transfer and or exchange shall be physically canceled and subsequently destroyed by the Trustee. (f) Each purchaser of a Note Registraror of a beneficial interest therein shall be deemed to have represented and warranted, by accepting such Note or beneficial interest as follows: (i) it is acquiring the Notes for its own account or for an account with respect to which it exercises sole investment discretion, and that it or such account is a Qualified Institutional Buyer or an Accredited Investor acquiring the Note Registrar shall dispose Notes for investment purposes and not for distribution; (ii) it acknowledges that the Notes have not been registered under the Securities Act or any state securities laws and may not be sold except as permitted below; (iii) it understands and agrees that such Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act, and that such canceled Notes may be resold, pledged or transferred only in accordance with Section 6.03(g) below (1) to a person who the transferor reasonably believes after due inquiry is, and who has certified that it is, a Qualified Institutional Buyer that purchases for its standard procedures.own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (2) to an institution that is an Accredited Investor who has certified that it is an Accredited Investor purchasing for its own account or for the account of another Accredited Investor [(unless the purchaser is a bank acting in its fiduciary capacity)]; (kiv) The Note Registrar shall provide it understands that the following legend will be placed on the Notes, unless otherwise agreed by the Issuer: "THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN THE INDENTURE AND SERVICING AGREEMENT UNDER WHICH THIS NOTE IS ISSUED (A COPY OF WHICH IS AVAILABLE FROM THE TRUSTEE UPON REQUEST). PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT THE SELLER OF ANY NOTES MAY BE RELYING ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT." (v) it (x) has such knowledge and experience in financial and business matters as to be capable of evaluating the Issuer merits and risks of its prospective investment in the Notes; and (y) it (or any account for which it is purchasing) has the Indenture Trustee, upon reasonable prior written request, ability to bear the economic risks of its prospective investment for an indefinite period and at can afford the expense complete loss of such investment; and (vi) it understands that the Issuer, an updated copy the Placement Agent and others will rely upon the truth and accuracy of the Note Registerforegoing acknowledgments, representations, warranties and agreements and agrees that if any of the acknowledgments, (vii) it understands that the Notes may not be transferred to an Employee Plan, or an entity, account or other pooled investment fund the underlying assets of which include or are deemed to include Employee Plan assets by reason of an Employee Plans involvement in the entity, account or other pooled investment fund unless the Holder or prospective transferee delivers to the Trustee an opinion of counsel (which counsel and opinion shall be reasonably acceptable to the Issuer, Servicer and Trustee) as provided in this Agreement. The Issuer Issuer, Servicer, Trustee and Backup Servicer shall not be responsible for confirming or otherwise investigating whether a proposed transferee is an employee benefit plan, trust or account subject to ERISA, or described in Section 4975(e)(1)of the Indenture Trustee shall have Code (viii) in the right case of the acquisition of Notes, directly or indirectly, by a partnership, limited liability company, S corporation, grantor trust, or any other "flow-through entity" (within the meaning of United States Treasury Regulations Section 1.7704-1(h)(3)) ( a "Flow-Through Entity"), the Flow-Through Entity, on behalf of each beneficial owner of interests, directly and indirectly, in such Flow-Through Entity, acknowledges that (A) use of such Flow-Through Entity to obtain a copy thereof within a reasonable amount acquire and hold Notes (as opposed to direct acquisition or ownership of time after receipt of notice Notes by the Note Registrar, and to rely conclusively upon a certificate beneficial owners of the Note Registrar as Flow- Through Entity) is not motivated by, or a direct consequence of, efforts to qualify for the information set forth in the Note Register. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form "private placement" safe harbor of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this United States Treasury Regulations Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.1.7704-1

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there The Indenture Trustee shall cause to be maintained at the office of kept a registrar appointed by the Issuer (the “Note Registrar”) a register Register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers and exchanges of Notes as herein provided. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as shall be “Note Registrar Registrar” for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. If The Note Register shall contain the Indenture Trustee resigns or is removed name, remittance instructions, Class of each Noteholder, as well as the Series and the number in accordance with the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company to act as Note RegistrarSeries. (b) No transfer, sale, pledge or other disposition Each Class of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon issued in minimum denominations of $500,000 initial principal amount and integral multiples of $1,000 in excess thereof, except that one Note of each Class may be in a different denomination so that the surrender sum of a Note the denominations of all outstanding Notes of such Class shall equal the applicable Initial Class A-l Principal Balance, the Initial Class A-2 Principal Balance (treating the Class A-2 Notes as fully drawn to the extent of the Class A-2 Commitments for registration purposes of transfer and delivery this determination), the Initial Class B Principal Balance, the Initial Class C Principal Balance, the Initial Class D Principal Balance, the Initial Class E Principal Balance and the duly completed Initial Class F Principal Balance, respectively. On the Closing Date and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuerpursuant to an Issuer Order, the Indenture Trustee will execute and authenticate (i) one or more Global Notes and/or (ii) Individual Notes all in an aggregate principal amount that shall equal the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuerapplicable Initial Class A-l Principal Balance, the Indenture Trustee applicable Initial Class A-2 Principal Balance, the applicable Initial Class B Principal Balance, the applicable Initial Class C Principal Balance, the applicable Initial Class D Principal Balance, the applicable Initial Class E Principal Balance and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state lawsapplicable Initial Class F Principal Balance. (c) The Global Notes (i) shall be delivered by the Issuer to DTC or, pursuant to DTC’s instructions, shall be delivered by the Issuer on behalf of DTC to and deposited with DTC Custodian, and in each case shall be registered in the name of Cede & Co. and (ii) with respect to the Rule 144A Global Notes, shall bear a legend substantially to the following effect: “Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Note Registrar shall refuse to register or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested transfer unless it receives by an authorized representative of DTC (and upon receiptany payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.” The Global Notes may conclusively rely upon) a certification be deposited with such other depository as the Issuer may from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 heretotime to time designate, and shall have no duty bear such legend as may be appropriate; provided, that, such successor depository maintains a book-entry system that qualifies to determine whether such transfer is so exempt or complies be treated as “registered form” under Section 163(f)(3) of the Code. The Issuer and the Indenture Trustee are hereby authorized to execute and deliver a Letter of Representations with such federal and state lawsDTC relating to the Notes. (d) Any purported transfer With respect to Notes registered in the Note Register in the name of Cede & Co., as nominee of DTC, the Issuer, the Servicer, the Owner Trustee (as such and in its individual capacity) and the Indenture Trustee shall have no responsibility or obligation to Direct or Indirect Participants or Beneficial Owners for which DTC holds Notes from time to time as a Depository. Without limiting the immediately preceding sentence, the Issuer, the Servicer, the Owner Trustee, (as such and in its individual capacity), and the Indenture Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Notes, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Holder of a Note, (iii) the payment to any Direct or Indirect Participant or any other Person, other than a registered Holder of a Note as shown in the Note Register, of any amount with respect to any distribution of principal or interest on the Notes or (iv) the making of book-entry transfers among Participants of DTC with respect to Notes registered in the Note Register in the name of the nominee of DTC. No Person other than a Person registered Holder of a Note as shown in the Note Register shall receive a Note evidencing such Note. (e) Upon delivery by DTC to the Indenture Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of distributions by the mailing of checks or drafts to the registered Holders of Notes appearing as registered Owners in the Note Register on a Record Date, the name “Cede & Co.” in this Indenture shall refer to such new nominee of DTC. (f) In the event that (i) DTC or the Servicer advises the Indenture Trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Global Notes and the Servicer is unable to locate a qualified successor or (ii) the Servicer at its sole option elects to terminate the book–entry system through DTC, the Global Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of DTC. At that time, the Servicer may determine that the Global Notes shall be registered in the name of and deposited with a successor depository operating a global book–entry system, as may be acceptable to the Servicer, or such depository’s agent or designee but, if the Servicer does not comply with select such alternative global book–entry system, then upon surrender to the requirements Note Registrar of this Section 2.04 will the Global Notes by DTC, accompanied by the registration instructions from DTC for registration, the Indenture Trustee shall at the Servicer’s expense authenticate Individual Notes. Neither the Servicer nor the Indenture Trustee shall be null and void ab initio and the transferor (or the last preceding Holder liable for any delay in delivery of such Note (or interest therein)) that was not so disqualified instructions and may conclusively rely on, and shall be restored to all rights as a Holder thereof retroactively to protected in relying on, such instructions. Upon the date issuance of transfer of such Note by such disqualified transferee. None of Individual Notes, the Indenture Trustee, the Note Registrar or Registrar, the Servicer, any other Person Paying Agent, the Class A-2 Agent and the Issuer shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations Holders of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries Individual Notes as to whether a purported transferee has complied with the requirements set forth in this Section 2.04Noteholders hereunder. (eg) If a Person is acquiring Notwithstanding any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver other provision of this Agreement to the Note Registrar a certification to contrary, so long as any Global Notes are registered in the effect that it has (i) sole investment discretion name of Cede & Co., as nominee of DTC, all distributions of principal and interest on such Global Notes and all notices with respect to each such account Global Notes shall be made and (ii) full power to make given, respectively, in the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth manner provided in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may beLetter of Representations. (fh) Subject to the preceding provisions of this Section 2.04paragraphs, upon surrender for registration of transfer of any Note at the offices office of the Note Registrar maintained for such purposeand, upon satisfaction of the conditions set forth below, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (andtransferees, to the extent that only a portion new Note or Notes of the transferring Holder’s same aggregate Percentage Interest and dated the date of authentication by the Indenture Trustee. The Note Balance is being transferredRegistrar shall notify the Issuer, to the transferring Holder), one or more new Notes Servicer and the Indenture Trustee of authorized denominations, of a like aggregate Note Balance of the surrendered Noteany such transfer. (gi) At the option of any Holderthe Noteholders, its Notes may be exchanged for other Notes in authorized denominations of a like aggregate Note Balance of the surrendered Notes Class, upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purposeoffice. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder Noteholder making the exchange is entitled to receive. (h) . Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument wiring instructions, if applicable, in the form of transfer in form satisfactory Exhibit C. The preceding provisions of this section notwithstanding, the Issuer shall not be required to make and the Note Registrar duly executed by, the Holder thereof shall not register transfers or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member exchanges of Notes called for repurchase or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program)refinancing. (ij) No service charge shall be imposed made for any transfer or exchange of Notes, but the Indenture Trustee or prior to transfer the Note Registrar may require payment from by the Holder transferor of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) . All Notes surrendered for payment, transfer and exchange exchange, repurchase or refinancing shall be physically marked canceled by the Note Registrar, Registrar and the Note Registrar shall dispose of such canceled Notes in accordance with its standard proceduresretained for one year and destroyed thereafter. (k) By acceptance of an Individual Note, whether upon original issuance or subsequent transfer, each holder of such a Note acknowledges the restrictions on the transfer of such Note set forth in the Securities Legend and agrees that it will transfer such a Note only as provided herein. In addition to the provisions of Section 4.02(m) and (n) the following restrictions shall apply with respect to the transfer and registration of transfer of an Individual Note to a transferee that takes delivery in the form of an Individual Note: (i) The Note Registrar shall provide register the transfer of an Individual Note if the requested transfer is being made to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of transferee who has provided the Note Registrar as with a Rule 144A Certification or to a transferee who is an Affiliate of the Originator in a transfer which otherwise complies with Section 4.02(s); or (ii) The Note Registrar shall register the transfer of any Individual Note if (1) such transfer is made to a transferee who is an Affiliate of the Originator and such transfer otherwise complies with Section 4.02(s), or (2) (x) the transferor has advised the Note Registrar in writing that the Note is being transferred to a Person that is both an Institutional Accredited Investor and a Qualified Purchaser; and (y) prior to the information set forth in transfer the transferee furnishes to the Note RegisterRegistrar a Transferee Letter; provided, that, if based upon an Opinion of Counsel to the effect that the delivery of (x) and (y) above are not sufficient to confirm that the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable laws, the Note Registrar may as a condition of the registration of any such transfer require the transferor to furnish other certifications, legal opinions or other information prior to registering the transfer of an Individual Note. (l) Neither Subject to Section 4.02(n), so long as a Global Note remains outstanding and is held by or on behalf of DTC, transfers of beneficial interests in the Note Registrar nor the Indenture Trustee shall be under any duty Global Note, or transfers by holders of Individual Notes to monitor or determine compliance with any federal, state or other securities or tax laws transferees that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate take delivery in substantially the form of Exhibit B-1 or beneficial interests in the representation letter Global Note, may be made only in substantially the form of Exhibit B-2 specifically required by the express terms of accordance with this Section 2.04 has been delivered to 4.02(1) and in accordance with the Note Registrar or the Indenture Trustee as a requirement rules of the registration of a transfer of a NoteDTC. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there shall be maintained at the office of a registrar appointed by the Issuer (the “Note Registrar”) Registrar a register of the Notes and of their transfer and exchange (the a “Note Register”) in which, subject to such reasonable regulations as the Note Registrar may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. The offices of the Note Registrar shall be initially located (as of the Initial Closing Date) at Citibank, N.A., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Agency and Trust- Spirit Master Funding. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as “Note Registrar Registrar” for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. The Indenture Trustee may appoint, by a written instrument delivered to the Issuers, any other bank or trust company to act as Note Registrar under such conditions as the predecessor Indenture Trustee may prescribe; provided, that the Indenture Trustee shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor Indenture Trustee trustee shall immediately succeed to its predecessor’s 's duties as Note Registrar, absent appointment of any other bank or trust company to act as Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the IssuerIssuers, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the IssuerProperty Manager, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture TrusteeSpecial Servicer, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (h) Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer Back-Up Manager and the Indenture Trustee shall have the right to inspect the Note Register or to obtain a copy thereof within a at all reasonable amount of time after receipt of notice by the Note Registrartimes, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither . Upon written request of any Noteholder made for purposes of communicating with other Noteholders with respect to their rights under this Indenture, the Note Registrar nor shall promptly furnish such Noteholder with a list of the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that Noteholders of record identified in the Note Registrar or Register at the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement time of the registration of a transfer of a Noterequest. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there The Trustee shall cause to be maintained kept at the office of or agency to be maintained by a transfer agent and registrar appointed by the Issuer (the “Note "Transfer Agent and Registrar”"), in accordance with the provisions of subsection 2.6(d) and the Bearer Rules, a register (the “"Note Register”") in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Transfer Agent and Registrar shall provide for the registration of the Notes of each Series (unless otherwise provided in the related Series Supplement) and registrations of transfers and exchanges of the Notes as herein provided. The Indenture Trustee is hereby initially appointed (Transfer Agent and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose purposes of registering the Notes and transfers and exchanges of the Notes as herein provided. If a Person other than the Indenture Trustee resigns or is removed in accordance with appointed by the terms hereofIssuer as Transfer Agent and Registrar, the successor Indenture Issuer will give the Trustee prompt written notice of the appointment of such Transfer Agent and Registrar and of the location, and any change in the location, of the Note Register, and the Trustee shall immediately succeed have the right to its predecessor’s duties as inspect the Note RegistrarRegister at all reasonable times and to obtain copies thereof, absent appointment of any other bank or trust company and the Trustee shall have the right to act as Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements rely upon a certificate executed on behalf of the Securities ActTransfer Agent and Registrar by an Authorized Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes. If any form of Note is issued as a Global Note, regulations promulgated thereunder and any applicable state securities lawsthe Trustee may, or is otherwise made in accordance with if and so long as any Series of Notes are listed on the Securities ActLuxembourg Stock Exchange, regulations promulgated thereunder and such state securities laws. The Notes exchange shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuerso require, the Indenture Trustee shall appoint a co-transfer agent and co-registrar in Luxembourg or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under another European city. Any reference in this Indenture to permit the Transfer Agent and Registrar shall include any co-transfer of any Note or interestagent and co-registrar unless the context otherwise requires. Any Holder desiring The Trustee shall be permitted to effect a transfer of Notes or interests therein shall, resign as Transfer Agent and is hereby deemed Registrar upon 30 days' written notice to have agreed to, indemnify the Servicer. In the event that the Trustee shall no longer be the Transfer Agent and hold harmless the IssuerRegistrar, the Indenture Trustee shall appoint a successor Transfer Agent and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transfereeRegistrar. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon Upon surrender for registration of transfer of any Note at the offices any office or agency of the Note Transfer Agent and Registrar maintained for such purposeif the requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute execute, subject to the provisions of subsection 2.6(c), and the Indenture Trustee shall authenticate and deliverdeliver and the Noteholder shall obtain from the Trustee, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder)transferees, one or more new Notes in authorized denominations of authorized denominations, of a like aggregate Note Balance principal amount; provided, that the provisions of this paragraph shall not apply to Bearer Notes. All Notes issued upon any registration of transfer or exchange of Notes shall be valid obligations of the Trust, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered Note. (g) upon such registration of transfer or exchange. At the option of any Holdera Noteholder, its the Notes may be exchanged for other Notes of a the same Series of the same Class in authorized denominations of like aggregate Note Balance of the surrendered Notes principal amount, upon surrender of the Notes to be exchanged at any such office or agency. At the offices option of any Holder of Registered Notes, Registered Notes may be exchanged for other Registered Notes of the Note same Series in authorized denominations of like aggregate principal amounts, upon surrender of the Registered Notes to be exchanged at any office or agency of the Transfer Agent and Registrar maintained for such purpose. Registered Notes may not be exchanged for Bearer Notes. At the option of any Holder of Bearer Notes, subject to applicable laws and regulations (including without limitation, the Bearer Rules), Bearer Notes may be exchanged for other Bearer Notes or Registered Notes of the same Series in authorized denominations of like aggregate principal amounts, in the manner specified in the Series Supplement for such Series, upon surrender of the Bearer Notes to be exchanged at an office or agency of the Transfer Agent and Registrar located outside the United States. Each Bearer Note surrendered pursuant to this Section 2.6 shall have attached thereto (or be accompanied by) all unmatured Coupons, provided that any Bearer Note so surrendered after the close of business on the Record Date preceding the relevant Payment Date after the related Series Termination Date need not have attached the Coupons relating to such Payment Date. Whenever any Notes of any Series are so surrendered for exchange, if the requirements of Section 8-401(1) of the UCC are met the Issuer shall execute and the Indenture Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver and the Noteholders shall obtain from the Trustee, the Notes of a like aggregate Note Balance of the surrendered Notes such Series which the Holder Noteholder making the exchange is entitled to receive. (h) . Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Note Trustee and the Transfer Agent and Registrar duly executed by, by the Holder Noteholder thereof or its attorney his attorney-in-fact duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g.preceding provisions of this Section 2.6 notwithstanding, the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program Trustee or the New York Stock ExchangeTransfer Agent and Registrar, Inc. Medallion Signature Program). (i) No as the case may be, shall not be required to register the transfer of or exchange any Note of any Series for a period of five Business Days preceding the due date for any payment with respect to the Notes of such Series. Unless otherwise provided in the related Series Supplement, no service charge shall be imposed made for any registration of transfer or exchange of Notes, but the Indenture Trustee or the Note Transfer Agent and Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) . All Notes (together with any Coupons attached to Bearer Notes) surrendered for registration of transfer and exchange shall be physically canceled by the Transfer Agent and Registrar and disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel and destroy the Global Notes upon its exchange in full for Definitive Notes and shall deliver a certificate of destruction to the Issuer. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency to the effect referred to in Section 2.19 was received with respect to each portion of the Global Note exchanged for Definitive Notes. Upon written direction, the Issuer shall deliver to the Trustee or the Transfer Agent and Registrar, as applicable, Bearer Notes and Registered Notes in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Indenture and the Note Registrar shall dispose of such canceled Notes in accordance with its standard proceduresNotes. (kb) The Note Registrar Except as provided in Sections 2.2 and 2.3 or 8.10 hereof or in any Series Supplement, in no event shall provide to the Issuer Trust Interest or the Indenture Trusteeany interest therein be transferred, upon reasonable prior written requestsold or pledged hereunder, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Registerwhole or in part. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this IndentureThe Note Registrar shall keep or cause to be kept, there shall be maintained at the office of or agency maintained pursuant to Section 2.7, a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) Register in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Registrar Indenture Trustee shall provide for the registration of Notes and of for transfers and exchanges of Notes as herein provided. The ▇▇▇▇▇ Fargo Bank, National Association shall be the initial Note Registrar. ▇▇▇▇▇ Fargo Bank, National Association shall be the Note Registrar so long as it is acting as Indenture Trustee hereunder. In the event that, subsequent to the Closing Date, the Indenture Trustee notifies the Seller that it is hereby initially appointed (and hereby agrees unable to act as Note Registrar, the Seller shall appoint another bank or trust company, having an office or agency located in Minneapolis, Minnesota or the Borough of Manhattan, The City of New York, agreeing to act in accordance with the terms hereof) provisions of this Indenture applicable to it, and otherwise acceptable to the Indenture Trustee, to act as successor Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein providedunder this Indenture. If at any time the Indenture Trustee resigns or is removed in accordance with not the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment the Note Registrar shall make available to the Indenture Trustee ten (10) days prior to each Distribution Date and at such other times as the Indenture Trustee may reasonably request the names and addresses of the Holders as they appear in the Note Register. No sale, conveyance, assignment, hypothecation, pledge, participation, or any other bank or trust company to act as transfer (each a “Transfer”) of a Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless such Transfer is (A) for so long as the such Notes are eligible for resale pursuant to Rule 144A, to a Person the transferor reasonably believes after due inquiry is a “qualified institutional buyer” as defined in Rule 144A (“Qualified Institutional Buyer” or “QIB”) that transferpurchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A or (B) solely with respect to initial investors in such Note, sale, pledge or other disposition is made in a transfer exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder to a Person that is an institutional “accredited investor” within the meaning of paragraphs (1), (2), (3) and (7) of Rule 501(a) of Regulation D under the Securities Act (an “Institutional Accredited Investor”) that purchases for its own account or for the account or accounts of an Institutional Accredited Investor. No portion of the Retained Notes or any interest therein may be transferred, directly or indirectly, to any Person (other than Credit Acceptance Funding LLC 2020-1 in the initial offering, which shall not be subject to any of the transfer restrictions set forth herein that relate specifically to each initial purchaser) except in accordance with this Section 2.3(a). No portion of the Retained Notes or any interest therein may be Transferred to any Person (each, an “Assignee”), unless the Assignee shall have executed and delivered the certifications referred to in this Section 2.3 and, except in connection with the initial Transfer of the Retained Notes to the Retained Noteholders, the Indenture Trustee has received a Tax Opinion with respect to such Transfer. Any attempted Transfer that would cause the number of Targeted Holders to exceed ninety-five shall be void. Upon request by a Retained Noteholder, the number of Targeted Holders shall be disclosed to such requesting Retained Noteholder. All Opinions of Counsel required in connection with any transfer shall be by counsel reasonably acceptable to the Indenture Trustee. Only upon receipt by the Indenture Trustee of the written consent of each of the Seller and the Servicer to such Transfer shall the Retained Notes (or such portion thereof) be transferred upon the Note Register; provided, however, that such consent shall only be withheld based upon the reasonable belief of the Seller or the Servicer that such Transfer may cause the number of Targeted Holders to exceed ninety-five. Such Transfers of all or any portion of the Retained Notes shall be subject to the restrictions set forth in this Section 2.3(a). Successive registrations and registrations of Transfers as aforesaid may be made from time to time as desired, and each such registration shall be noted on the Note Register. Each Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee that it is, for federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation or partnership organized in or under the laws of the United States or any state or the District of Columbia which, if such entity is a tax-exempt entity, recognizes that payments with respect to the Retained Notes may constitute unrelated business taxable income, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (iv) (a) a trust for which a court within the United States is able to exercise primary supervision over its administration and for which one or more persons described in this paragraph are able to control all substantial decisions or (b) a trust for which a valid election has been made to be treated as a United States person. Each Assignee also shall agree that it will furnish to the Person from whom it is acquiring any interest in the Retained Notes, the Seller, the Servicer, and the Indenture Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will agree to furnish a new Form W-9, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form) and such other certifications, representations or Opinions of Counsel as may be requested by the Indenture Trustee. Each Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee that it has not acquired and it will not Transfer any interest in the Retained Notes, or cause an interest in the Retained Notes to be marketed, on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code and any Treasury regulations thereunder, including an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. In addition, any Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee, prior to any delivery or Transfer to it of any Retained Notes, (i) that it is not and will not become (and that, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a) (a “DRE”), its owner is not and will not become), for so long as it holds an interest in the Retained Notes, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes (a “Flow-Thru Entity”), or (ii) that if it (or, if it is a DRE, its owner) is, or becomes, a Flow-Thru Entity, for so long as it (or, if it is a DRE, its owner) is a Flow-Thru Entity and it holds an interest in the Retained Notes, not more than 50% of the value of any interests in it (or, if it is a DRE, its owner) will be attributable to interests in the Trust held by it. Each initial purchaser of an interest in the Retained Notes acknowledges that the Opinion of Counsel to the effect that the Trust will not be treated as an association or publicly traded partnership taxable as a corporation is dependent in part on the accuracy of its certifications described in this Section 2.3(a). Each Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee (i) that it has purchased its interest in the Retained Notes for investment only and not with a view to any public distribution thereof and (ii) that it will not offer, sell, pledge or otherwise transfer its interest in all or any portion of the Retained Notes, except in compliance with the Securities Act and other applicable state laws and only (1) to the Seller, (2) pursuant to Rule 144A to a person who it reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, purchasing for its own account or for the account of a QIB, whom it has informed that such offer, sale or other transfer is being made in reliance on Rule 144A or (3) pursuant to an exemption from the registration requirements of the Securities Act to a person that is an Institutional Accredited Investor in a transaction meeting such exemption purchasing for its own account or one or more accounts of an Institutional Accredited Investor in reliance upon such exemption. No Retained Noteholders will have the right to require the Seller to register the Retained Notes or any other securities under the Securities Act or any other securities laws. The purchaser or transferee of each Class A Note, Class B Note or Class C Note or any interest therein shall be deemed to, or in the case of a purchaser or transferee of each Class A Note, Class B Note or Class C Note that is otherwise made an Institutional Accredited Investor shall, represent and warrant that either (a) it is not, and is not directly or indirectly acquiring such Note or interest therein for, on behalf of or with any assets of, an employee benefit plan subject to the fiduciary responsibility provisions of Title I of ERISA, a plan subject to Section 4975 of the Code, an entity whose underlying assets are deemed to include “plan assets” of any such plan, or a plan or other arrangement subject to any provision under any federal, state, local or other laws or regulations that are substantively similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”), or (b) its acquisition, holding and disposition of such Note or interest therein will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or a non-exempt violation of Similar Law. If the purchaser or transferee of a Class A Note, Class B Note or Class C Note or any interest therein is a Benefit Plan Investor or a Plan subject to Similar Law, then the fiduciary of the Benefit Plan Investor or plan subject to Similar Law will be deemed to acknowledge and agree that none of the Issuer, the Seller, the Servicer, the Owner Trustee, or the Initial Purchasers or any of their affiliates, or the Backup Servicer, the Indenture Trustee, or the Trust Collateral Agent has acted or will act as a fiduciary to the Benefit Plan Investor or plan subject Similar Law in connection with its investment in the Notes. Neither the Issuer nor the Indenture Trustee is obligated to register the Notes under the Securities Act or any other securities law. Any transfer in violation of the provisions of this Section 2.3 shall be void ab initio. (b) The Class A Notes, the Class B Notes and the Class C Notes shall be held in book-entry form and registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes of such class held by the Clearing Agency). With respect to Notes held in book-entry form: (i) the Note Registrar, the Trust Collateral Agent and the Indenture Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on such class or classes of Notes and the giving of instructions or directions hereunder) as the sole holder of such class or classes of Notes, and shall have no obligation to the Note Owners; (ii) the rights of such Note Owners will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the applicable depository agreement; (iii) whenever this Indenture or any of the Basic Documents requires or permits actions to be taken based upon instructions or directions of Holders of such class or classes of Notes evidencing a specified percentage of the Class A Note Balance, the Class B Note Balance, or the Class C Note Balance, as applicable, the Clearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the relevant class of Notes and has delivered such instructions to the Indenture Trustee; and (iv) without the consent of the Seller and the Indenture Trustee, no such class of Notes may be transferred by the Clearing Agency except to a successor Clearing Agency that agrees to hold such Note for the account of the Note Owners or except upon the election of the Note Owner thereof or a subsequent transferee to hold such Note in physical form. Neither the Indenture Trustee nor the Note Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Note an interest in which is transferable through the facilities of the Clearing Agency. The global Notes held in book-entry form will be issued as definitive Notes to Noteholders or their nominees rather than to the Clearing Agency or its nominee, only if (i)(A) the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Class A Notes, the Class B Notes or the Class C Notes as described in the applicable depository agreement and (B) the Issuer is unable to locate a qualified successor, (ii) the Issuer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency, or (iii) Note Owners representing beneficial interests in Class A Notes aggregating not less than a majority of the Class A Note Balance, in respect of the Class A Notes, Note Owners representing beneficial interests in the Class B Notes aggregating not less than a majority of the Class B Note Balance, in respect of the Class B Notes, or Note Owners representing beneficial interests in the Class C Notes aggregating not less than a majority of the Class C Note Balance, in respect of the Class C Notes, advise the Indenture Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency with respect to such class is no longer in the best interests of the related Note Owners, then the Indenture Trustee shall notify all such Note Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of definitive Class A Notes, definitive Class B Notes or definitive Class C Notes, as applicable, to such Note Owners requesting the same. Upon surrender to the Indenture Trustee of the related Notes by the Clearing Agency accompanied by registration instructions from the Clearing Agency, the Indenture Trustee shall issue definitive Notes of the related class and deliver such definitive Notes in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon instructions of the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 heretoClearing Agency. None of the Issuer, the Note Registrar nor the Indenture Trustee or shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the Note Registrar is obligated to register or qualify any Notes under the Securities Actissuance of definitive Class A Notes, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of definitive Class B Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuerdefinitive Class C Notes, the Indenture Trustee and shall recognize the Note Registrar against costsHolders of the definitive Class A Notes, damagesdefinitive Class B Notes, or any other liability that may result definitive Class C Notes, as applicable, as Noteholders hereunder. The Indenture Trustee shall not be liable if the transfer Seller is not so exempt or is not made in accordance with such federal and state lawsunable to locate a qualified successor Clearing Agency. (c) In order to preserve the exemption for resales and transfers provided by Rule 144A, the Issuer shall provide to any Holder of a Class A Note, Class B Note or Class C Note and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Note to be made pursuant to Rule 144A. The Note Registrar Servicer and the Indenture Trustee shall refuse cooperate with the Issuer in providing the Issuer such information regarding the Class A Notes, Class B Notes and Class C Notes, the Collateral and other matters regarding the Trust as the Issuer shall reasonably request to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from meet its obligations under the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state lawspreceding sentence. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon Upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purposeCorporate Trust Office, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (h) Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.T

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this IndentureThe Indenture Trustee, there as initial Note Registrar, shall maintain, or cause to be maintained maintained, at the office of a registrar appointed by the Issuer (the “Note Registrar”) Corporate Trust Office, a register (the “Note "Register”") in which, subject to such reasonable regulations as which the Note Registrar may prescribe, the Note Registrar Indenture Trustee shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering All Notes and transfers and exchanges of Notes as herein provided. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company to act as Note Registrarbe so registered. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon Upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purposeCorporate Trust Office, the Issuer Trust shall execute execute, and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder)transferees, one or more new Notes in authorized denominations of authorized denominationsthe same class, of a like aggregate Note Balance Class A-1 Percentage Interest, Class A-2 Percentage Interest, and Class B Percentage Interest, as the case may be, dated the date of the surrendered Notesuch authentication. (gc) At the option of any Holdera Noteholder, its Notes may be exchanged for other Notes of the same class (of authorized denominations in the case of Class A Notes and Class B Notes) of a like aggregate Note Balance of Class A-1 Percentage Interest, Class A-2 Percentage Interest, and Class B Percentage Interest, as the surrendered Notes case may be, upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for any such purposeoffice or agency. Whenever any Notes are so surrendered for exchange, the Issuer Trust shall execute execute, and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of that the surrendered Notes which the Holder Noteholder making the exchange is entitled to receive. (h) Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (id) No service charge shall be imposed made for any registration of transfer of any Note or for the exchange of Notesany Note, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer of any Note or exchange of Notesany Note. (je) All Notes surrendered for registration of transfer and all Notes surrendered for exchange shall be physically canceled delivered to the Indenture Trustee and cancelled and subsequently destroyed by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes Indenture Trustee in accordance with its standard procedurescustomary practices in effect from time to time. (kf) The Note Registrar shall provide not register the transfer of any Note (other than the transfer of a Note to the Issuer nominee of the Depository or a successor depository) unless the transferee has executed and delivered to the Indenture TrusteeTrustee a certification to the effect that either (i) the transferee is not (A) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA or (B) a plan (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code (each of the foregoing, upon reasonable prior written requesta "Benefit Plan"), and at is not acting on behalf of or investing the expense assets of a Benefit Plan, or (ii) that the Issuer, an updated copy transferee's acquisition and continued holding of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note. (m) The Note Registrar shall will be entitled to all exemptive relief pursuant to a U.S. Department of Labor prohibited transaction class exemption. Each transferee of a beneficial interest in a Note that is registered in the name of, and deposited with, a depository operating a global book-entry system shall be deemed to make one of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trusteeforegoing representations.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there The Note Registrar shall be maintained at the office of maintain a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) Register in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Registrar shall provide for the registration of the Notes and of transfers and exchanges of Notes thereof as herein providedprovided in this Agreement. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering the Notes and transfers and exchanges of Notes thereof as herein providedprovided in this Agreement. If In the Indenture Trustee resigns or is removed in accordance with event that, subsequent to the terms hereofClosing Date, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company notifies the Servicer that it is unable to act as Note Registrar, the Servicer shall appoint another bank or trust company, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Note Registrar under this Agreement. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon Upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purposeCorporate Trust Office, the Issuer shall execute execute, and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder)transferees, one or more new Notes of in authorized denominations, denominations of a like aggregate Note Balance of the surrendered Noteprincipal amount. (gc) At the option of any Holder, its Notes may be exchanged for other Notes of authorized denominations of a like aggregate Note Balance principal amount, at the option of the surrendered Notes related Noteholder upon surrender of the Notes Note to be exchanged at the offices of the Note Registrar maintained for any such purposeoffice or agency. Whenever any Notes are Note is so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of that the surrendered Notes which the Holder Noteholder making the exchange is entitled to receive. (h) . Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Note Registrar duly executed by, by the Holder Noteholder thereof or its his or her attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (id) No service or other charge shall be imposed made for any registration of transfer or exchange of NotesNotes by the Trustee or the Servicer, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (je) All Any Notes surrendered for registration of transfer and or exchange shall be physically canceled and subsequently destroyed by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard proceduresTrustee. (kf) The Each purchaser of a Note Registrar or of a beneficial interest therein shall provide be deemed to have represented and warranted, by accepting such Note or beneficial Interest as follows: (i) it is acquiring the Notes for its own account or for an account with respect to which it exercises sole investment discretion, and that it or such account is a Qualified Institutional Buyer or an Accredited Investor acquiring the Notes for investment purposes and not for distribution; (ii) it acknowledges that the Notes have not been registered under the Securities Act and not be sold except as permitted below; (iii) it understands and agrees that such Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act, such Notes may be resold, pledge or transferred only (1) to a person who has certified that it is a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (2) to an institution that is an Accredited Investor who has certified to the Issuer or and the Indenture Trustee, upon reasonable prior written request, and at Trustee that such transferee is an institutional Accredited Investor; (iv) it understands that the expense notification requirements referred to in clause (iii) above will be satisfied by virtue of the Issuerfact that the following legend will be placed on the Notes, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice unless otherwise agreed by the Note RegistrarIssuer: "THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note RegisterAS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN THE INDENTURE AND SERVICING AGREEMENT UNDER WHICH THIS NOTE IS ISSUED (A COPY OF WHICH IS AVAILABLE FROM THE TRUSTEE UPON REQUEST). (lv) Neither it (x) has such knowledge and experience in financial and business matters as to be capable of evaluating the Note Registrar nor merits and risks of its prospective investment in the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicableNotes; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.and

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there The Indenture Trustee shall cause to be maintained at the office of kept a registrar appointed by the Issuer Note Register (the “Note Registrar”) a register (the “"Note Register”") in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Registrar Issuer shall provide for the registration of Notes and the registration of transfers and exchanges of Notes as herein provided. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as shall be "Note Registrar Registrar" for the purpose of registering Notes and transfers and exchanges of transferring Notes as herein provided. If The Note Register shall contain the Indenture Trustee resigns or is removed name, remittance instructions, Class of Notes and Percentage Interest of each Noteholder as well as the Series and the number in accordance with the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company to act as Note RegistrarSeries. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon Upon surrender for registration of transfer of any Note at the offices office of the Note Registrar maintained for such purposeand, upon satisfaction of the conditions set forth below, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees transferees, a new Note of the same Percentage Interest and dated the date of authentication by the Indenture Trustee. The Note Registrar shall notify the Servicer and the Indenture Trustee of any such transfer. (andc) Unless otherwise provided in the related Terms Supplement, each Class and Series of Notes shall be issued in minimum denominations of $100,000 original principal amount and integral multiples of $1,000 in excess thereof, except that one Note of each Class may be in a different denomination so that the sum of the denominations of all outstanding Notes of such Class shall equal the applicable Invested Amount of such Class. The Book-Entry Notes (i) shall be delivered by the Issuer to the Securities Depository or, pursuant to the Securities Depository's instructions, shall be delivered by the Issuer on behalf of the Securities Depository to and deposited with the DTC Custodian, and in each case shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: "Unless this Note is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the extent Note Registrar or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein." The Book-Entry Notes may be deposited with such other Securities Depository as the Issuer may from time to time designate, and shall bear such legend as may be appropriate; provided that only such successor Securities -------- Depository maintains a portion book-entry system that qualifies to be treated as "registered form" under Section 163(f)(3) of the transferring Holder’s Note Balance is being transferred, Code. The Issuer and the Indenture Trustee are hereby authorized to execute and deliver a Letter of Representations with the Securities Depository relating to the transferring Holder)respective Class and Series of Notes as prescribed in the Terms Supplement. (d) With respect to Notes registered in the Note Register in the name of Cede & Co., one as nominee of the Securities Depository, the Issuer, the Servicer, the Owner Trustee, the Indenture Trustee, the Originator and the Seller shall have no responsibility or more new obligation to Securities Depository Participants or beneficial owners for which the Securities Depository holds Notes from time to time as a Securities Depository. Without limiting the immediately preceding sentence, the Issuer, the Servicer, the Indenture Trustee, the Originator and the Seller shall have no responsibility or obligation with respect to (a) the accuracy of authorized denominationsthe records of the Securities Depository, Cede & Co., or any Securities Depository Participant with respect to the ownership interest in the Notes, (b) the delivery to any Securities Depository Participant or any other Person, other than a registered Holder of a Note, (c) the payment to any Securities Depository Participant or any other Person, other than a registered Holder of a Note as shown in the Note Register, of a like aggregate Note Balance any amount with respect to any distribution of principal or interest on the Notes or (d) the making of book-entry transfers among Securities Depository Participants of the surrendered Securities Depository with respect to Notes registered in the Note Register in the name of the nominee of the Securities Depository. No Person other than a registered Holder of a Note as shown in the Note Register shall receive a Note evidencing such Note. (e) Upon delivery by the Securities Depository to the Indenture Trustee of written notice to the effect that the Securities Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of distributions by the mailing of checks or drafts to the registered Holders of Notes appearing as registered Owners in the Note Register on a Record Date, the name "Cede & Co." in this Indenture shall refer to such new nominee of the Securities Depository. (f) In the event that (i) the Securities Depository or the Servicer advises the Indenture Trustee in writing that the Securities Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Book-Entry Notes and the Servicer is unable to locate a qualified successor or (ii) the Servicer at its sole option elects to terminate the book-entry system through the Securities Depository, the Book-Entry Notes shall no longer be restricted to being registered in the Note Register in the name of Cede & Co. (or a successor nominee) as nominee of the Securities Depository. At that time, the Servicer may determine that the Book- Entry Notes shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Servicer, or such depository's agent or designee but, if the Servicer does not select such alternative global book-entry system, then upon surrender to the Note Registrar of the Book-Entry Notes by the Securities Depository, accompanied by the registration instructions from the Securities Depository for registration, the Indenture Trustee shall at the Servicer's expense authenticate Individual Notes. Neither the Servicer, the Issuer, the Owner Trustee nor the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Individual Notes, the Indenture Trustee, the Note Registrar, the Servicer, the Owner Trustee, any Paying Agent and the Issuer shall recognize the Holders of the Individual Notes as Noteholders hereunder. (g) Notwithstanding any other provision of this Agreement to the contrary, so long as any Book-Entry Notes are registered in the name of Cede & Co., as nominee of the Securities Depository, all distributions of principal and interest on such Book-Entry Notes and all notices with respect to such Book-Entry Notes shall be made and given, respectively, in the manner provided in the Letter of Representations. At the option of any Holderthe Noteholders, its Notes may be exchanged for other Notes of a like aggregate Note Balance Percentage Interest of the surrendered Notes same Series and Class upon surrender of the Notes to be exchanged at the offices office of the Note Registrar maintained for such purposeRegistrar. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder Noteholder making the exchange is entitled to receive. (h) . Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument wiring instructions, if applicable, in the form of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program).Exhibit C. (ih) No service charge shall be imposed made for any transfer or exchange of Notes, but the Indenture Trustee or prior to transfer the Note Registrar may require payment from by the Holder transferor of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) . All Notes surrendered for payment, transfer and exchange or redemption shall be physically marked canceled by the Note Registrar, Registrar and the Note Registrar shall dispose of such canceled Notes in accordance with its standard proceduresretained for one year and destroyed thereafter. (ki) By acceptance of an Individual Note, whether upon original issuance or subsequent transfer, each holder of such a Note acknowledges the restrictions on the transfer of such Note set forth in the Securities Legend and agrees that it will transfer such a Note only as provided herein. In addition to the provisions of Section 4.02(o), the following restrictions shall apply with respect to the transfer and registration of transfer of an Individual Note to a transferee that takes delivery in the form of an Individual Note: (i) The Note Registrar shall provide register the transfer of an Individual Note if the requested transfer is being made to a transferee who has provided the Note Registrar with a Rule 144A Certification as attached as Exhibit E; or (ii) The Note Registrar shall register the transfer of any Individual Note if (x) the transferor has advised the Note Registrar in writing that the Note is being transferred to an Institutional Accredited Investor; and (y) prior to the Issuer or transfer the Indenture Trusteetransferee furnishes to the Note Registrar a Transferee Letter, provided that, if based upon reasonable prior written request, an Opinion of Counsel (provided by and at the expense of the Issuertransferor or the transferee) to the effect that the delivery of (x) and (y) above are not sufficient to confirm that the proposed transfer is being made pursuant to an exemption from, an updated copy or in a transaction not subject to, the registration requirements of the Note Register. The Issuer Securities Act and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrarother applicable laws, and to rely conclusively upon a certificate of the Note Registrar may as a condition of the registration of any such transfer require the transferor to furnish other certifications, legal opinions or other information prior to registering the information transfer of an Individual Note. (j) Subject to Section 4.02(o), so long as the Book-Entry Note remains outstanding and is held by or on behalf of the Securities Depository, transfers of beneficial interests in the Book-Entry Note, or transfers by holders of Individual Notes to transferees that take delivery in the form of beneficial interests in the Book-Entry Note, may be made only in accordance with this Section 4.02(k) and in accordance with the rules of the Securities Depository. (i) In the case of a beneficial interest in the Book-Entry Note being transferred to an Institutional Accredited Investor, such transferee shall be required to take delivery in the form of an Individual Note or Notes and the Note Registrar shall register such transfer only upon compliance with the provisions of Section 4.02(i)(ii). (ii) In the case of a beneficial interest in the Book-Entry Note being transferred to a transferee that takes delivery in the form of an Individual Note or Notes, except as set forth in clause (i) above, the Note RegisterRegistrar shall register such transfer only upon compliance with the provisions of Section 4.02(i)(i). (liii) Neither In the case of an Individual Note being transferred to a transferee that takes delivery in the form of a beneficial interest in a Book-Entry Note, the Note Registrar nor shall register such transfer if the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that transferee has provided the Note Registrar with a Rule 144A Certification. (iv) No restrictions shall apply with respect to the transfer or registration of transfer of a beneficial interest in the Indenture Trustee, as the case may be, shall be under Book-Entry Note to a duty to receive and to examine to determine whether the certificate transferee that takes delivery in substantially the form of Exhibit B-1 a beneficial interest in the Book-Entry Note. (k) Subject to Section 4.02(o), an exchange of a beneficial interest in the Book-Entry Note for an Individual Note or Notes, an exchange of an Individual Note or Notes for a beneficial interest in the representation letter Book-Entry Note and an exchange of an Individual Note or Notes for another Individual Note or Notes (in substantially each case, whether or not such exchange is made in anticipation of subsequent transfer, and, in the form case of Exhibit B-2 specifically required the Book-Entry Note, so long as such Note remains outstanding and is held by or on behalf of the express terms of Securities Depository) may be made only in accordance with this Section 2.04 has been delivered 4.02(e) and in accordance with the rules of the Securities Depository. (i) A holder of a beneficial interest in the Book-Entry Note may at any time exchange such beneficial interest for an Individual Note or Notes. (ii) A holder of an Individual Note may exchange such Note for a beneficial interest in the Book-Entry Note if such holder furnishes to the Note Registrar a Rule 144A Certification. (iii) A holder of an Individual Note may exchange such Note for an equal aggregate principal amount of Individual Notes in different authorized denominations without any certification. (i) Upon acceptance for exchange or transfer of an Individual Note for a beneficial interest in the Indenture Trustee Book-Entry Note as provided herein, the Note Registrar shall cancel such Individual Note and shall (or shall request the Securities Depository to) endorse on the schedule affixed to the applicable Book-Entry Note (or on a requirement continuation of such schedule affixed to the Book-Entry Note and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and an increase in the Note balance of the registration Book-Entry Note equal to the Note balance of a such Individual Note exchanged or transferred therefor. (ii) Upon acceptance for exchange or transfer of a Notebeneficial interest in the Book-Entry Note for an Individual Note as provided herein, the Note Registrar shall (or shall request the Securities Depository to) endorse on the schedule affixed to the Book-Entry Note (or on a continuation of such schedule affixed to the Book-Entry Note and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Note balance of the Book-Entry Note equal to the Note balance of such Individual Note issued in exchange therefor or upon transfer thereof. (m) The Securities Legend shall be placed on any Individual Note issued in exchange for or upon transfer of another Individual Note or of a beneficial interest in the Book-Entry Note. (n) Subject to the restrictions on transfer and exchange set forth in this Section 4.02, the holder of any Note may transfer or exchange the same in whole or in part of the same Series and Class (in an initial Note balance equal to a minimum denomination of $1,000,000 or any integral multiple of $1,000 in excess thereof, or such other denominations as may be set forth in a Terms Supplement) by surrendering such Note at the Corporate Trust Office of the Indenture Trustee, or at the office of any transfer agent, together with an executed instrument of assignment and transfer satisfactory in form and substance to the Note Registrar shall be entitled to all in the case of transfer and a written request for exchange in the protectionscase of exchange. Following a proper request for transfer or exchange, privilegesthe Note Registrar shall, limitations on liabilitywithin five Business Days of such request made at such Corporate Trust Office, rights of reimbursement and indemnities that cause the Indenture Trustee is entitled to hereunder authenticate and the Note Registrar to deliver at such Corporate Trust Office, to the transferee (in the case of transfer) or holder (in the case of exchange) or send by first class mail at the risk of the transferee (in the case of transfer) or holder (in the case of exchange) to such address as fully the transferee or holder, as if it were applicable, may request, a Note or Notes, as the case may require, for a like aggregate Percentage Interest and in such authorized denomination or denominations as may be requested. The presentation for transfer or exchange of any Note shall not be valid unless made at the Corporate Trust Office of the Indenture TrusteeTrustee by the registered holder in person, or by a duly authorized attorney-in-fact. (o) No transfer of any Note shall be made unless such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with said Act and laws. No transfer of any Note shall be made if such transfer would require the Issuer to register as an "investment company" under the Investment Company Act. In the event of any such transfer, (i) the Indenture Trustee may require a written Opinion of Counsel from and at the expense of the transferor or transferee (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Indenture Trustee that such transfer may be made pursuant to a

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this IndentureThe Note Registrar shall keep or cause to be kept, there shall be maintained at the office of or agency maintained pursuant to Section 2.7, a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) Register in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Registrar Indenture Trustee shall provide for the registration of Notes and of for transfers and exchanges of Notes as herein provided. The ▇▇▇▇▇ Fargo Bank, National Association shall be the initial Note Registrar. ▇▇▇▇▇ Fargo Bank, National Association shall be the Note Registrar so long as it is acting as Indenture Trustee hereunder. In the event that, subsequent to the Closing Date, the Indenture Trustee notifies the Seller that it is hereby initially appointed (and hereby agrees unable to act as Note Registrar, the Seller shall appoint another bank or trust company, having an office or agency located in Minneapolis, Minnesota or the Borough of Manhattan, The City of New York, agreeing to act in accordance with the terms hereof) provisions of this Indenture applicable to it, and otherwise acceptable to the Indenture Trustee, to act as successor Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein providedunder this Indenture. If at any time the Indenture Trustee resigns or is removed in accordance with not the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment the Note Registrar shall make available to the Indenture Trustee ten (10) days prior to each Distribution Date and at such other times as the Indenture Trustee may reasonably request the names and addresses of the Holders as they appear in the Note Register. No sale, conveyance, assignment, hypothecation, pledge, participation, or any other bank or trust company to act as transfer (each a “Transfer”) of a Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless such Transfer is (A) for so long as the such Notes are eligible for resale pursuant to Rule 144A, to a Person the transferor reasonably believes after due inquiry is a “qualified institutional buyer” as defined in Rule 144A (“Qualified Institutional Buyer” or “QIB”) that transferpurchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A or (B) solely with respect to initial investors in such Note, sale, pledge or other disposition is made in a transfer exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder to a Person that is an institutional “accredited investor” within the meaning of paragraphs (1), (2), (3) and (7) of Rule 501(a) of Regulation D under the Securities Act (an “Institutional Accredited Investor”) that purchases for its own account or for the account or accounts of an Institutional Accredited Investor. No portion of the Retained Notes or any interest therein may be transferred, directly or indirectly, to any Person (other than Credit Acceptance Funding LLC 2019-1 in the initial offering, which shall not be subject to any of the transfer restrictions set forth herein that relate specifically to each initial purchaser) except in accordance with this Section 2.3(a). No portion of the Retained Notes or any interest therein may be Transferred to any Person (each, an “Assignee”), unless the Assignee shall have executed and delivered the certifications referred to in this Section 2.3 and, except in connection with the initial Transfer of the Retained Notes to the Retained Noteholders, the Indenture Trustee has received a Tax Opinion with respect to such Transfer. Any attempted Transfer that would cause the number of Targeted Holders to exceed ninety-five shall be void. Upon request by a Retained Noteholder, the number of Targeted Holders shall be disclosed to such requesting Retained Noteholder. All Opinions of Counsel required in connection with any transfer shall be by counsel reasonably acceptable to the Indenture Trustee. Only upon receipt by the Indenture Trustee of the written consent of each of the Seller and the Servicer to such Transfer shall the Retained Notes (or such portion thereof) be transferred upon the Note Register; provided, however, that such consent shall only be withheld based upon the reasonable belief of the Seller or the Servicer that such Transfer may cause the number of Targeted Holders to exceed ninety-five. Such Transfers of all or any portion of the Retained Notes shall be subject to the restrictions set forth in this Section 2.3(a). Successive registrations and registrations of Transfers as aforesaid may be made from time to time as desired, and each such registration shall be noted on the Note Register. Each Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee that it is, for federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation or partnership organized in or under the laws of the United States or any state or the District of Columbia which, if such entity is a tax-exempt entity, recognizes that payments with respect to the Retained Notes may constitute unrelated business taxable income, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (iv) (a) a trust for which a court within the United States is able to exercise primary supervision over its administration and for which one or more persons described in this paragraph are able to control all substantial decisions or (b) a trust for which a valid election has been made to be treated as a United States person. Each Assignee also shall agree that it will furnish to the Person from whom it is acquiring any interest in the Retained Notes, the Seller, the Servicer, and the Indenture Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will agree to furnish a new Form W-9, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form) and such other certifications, representations or Opinions of Counsel as may be requested by the Indenture Trustee. Each Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee that it has not acquired and it will not Transfer any interest in the Retained Notes, or cause an interest in the Retained Notes to be marketed, on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code and any Treasury regulations thereunder, including an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. In addition, any Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee, prior to any delivery or Transfer to it of any Retained Notes, (i) that it is not and will not become (and that, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a) (a “DRE”), its owner is not and will not become), for so long as it holds an interest in the Retained Notes, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes (a “Flow-Thru Entity”), or (ii) that if it (or, if it is a DRE, its owner) is, or becomes, a Flow-Thru Entity, for so long as it (or, if it is a DRE, its owner) is a Flow-Thru Entity and it holds an interest in the Retained Notes, not more than 50% of the value of any interests in it (or, if it is a DRE, its owner) will be attributable to interests in the Trust held by it. Each initial purchaser of an interest in the Retained Notes acknowledges that the Opinion of Counsel to the effect that the Trust will not be treated as an association or publicly traded partnership taxable as a corporation is dependent in part on the accuracy of its certifications described in this Section 2.3(a). Each Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee (i) that it has purchased its interest in the Retained Notes for investment only and not with a view to any public distribution thereof and (ii) that it will not offer, sell, pledge or otherwise transfer its interest in all or any portion of the Retained Notes, except in compliance with the Securities Act and other applicable state laws and only (1) to the Seller, (2) pursuant to Rule 144A to a person who it reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, purchasing for its own account or for the account of a QIB, whom it has informed that such offer, sale or other transfer is being made in reliance on Rule 144A or (3) pursuant to an exemption from the registration requirements of the Securities Act to a person that is an Institutional Accredited Investor in a transaction meeting such exemption purchasing for its own account or one or more accounts of an Institutional Accredited Investor in reliance upon such exemption. No Retained Noteholders will have the right to require the Seller to register the Retained Notes or any other securities under the Securities Act or any other securities laws. The purchaser or transferee of each Class A Note, Class B Note or Class C Note or any interest therein shall be deemed to, or in the case of a purchaser or transferee of each Class A Note, Class B Note or Class C Note that is otherwise made an Institutional Accredited Investor shall, represent and warrant that either (a) it is not, and is not directly or indirectly acquiring such Note or interest therein for, on behalf of or with any assets of, an employee benefit plan subject to the fiduciary responsibility provisions of Title I of ERISA, a plan subject to Section 4975 of the Code, an entity whose underlying assets are deemed to include “plan assets” of any such plan, or a plan or other arrangement subject to any provision under any federal, state, local or other laws or regulations that are substantively similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”), or (b) its acquisition, holding and disposition of such Note or interest therein will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or a non-exempt violation of Similar Law. If the purchaser or transferee of a Class A Note, Class B Note or Class C Note or any interest therein is a Benefit Plan Investor or a Plan subject to Similar Law, then the fiduciary of the Benefit Plan Investor or plan subject to Similar Law will be deemed to acknowledge and agree that none of the Issuer, the Seller, the Servicer, the Owner Trustee, or the Initial Purchasers or any of their affiliates, or the Backup Servicer, the Indenture Trustee, or the Trust Collateral Agent has acted or will act as a fiduciary to the Benefit Plan Investor or plan subject Similar Law in connection with its investment in the Notes. Neither the Issuer nor the Indenture Trustee is obligated to register the Notes under the Securities Act or any other securities law. Any transfer in violation of the provisions of this Section 2.3 shall be void ab initio. (b) The Class A Notes, the Class B Notes and the Class C Notes shall be held in book-entry form and registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes of such class held by the Clearing Agency). With respect to Notes held in book-entry form: (i) the Note Registrar, the Trust Collateral Agent and the Indenture Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on such class or classes of Notes and the giving of instructions or directions hereunder) as the sole holder of such class or classes of Notes, and shall have no obligation to the Note Owners; (ii) the rights of such Note Owners will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the applicable depository agreement; (iii) whenever this Indenture or any of the Basic Documents requires or permits actions to be taken based upon instructions or directions of Holders of such class or classes of Notes evidencing a specified percentage of the Class A Note Balance, the Class B Note Balance, or the Class C Note Balance, as applicable, the Clearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the relevant class of Notes and has delivered such instructions to the Indenture Trustee; and (iv) without the consent of the Seller and the Indenture Trustee, no such class of Notes may be transferred by the Clearing Agency except to a successor Clearing Agency that agrees to hold such Note for the account of the Note Owners or except upon the election of the Note Owner thereof or a subsequent transferee to hold such Note in physical form. Neither the Indenture Trustee nor the Note Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Note an interest in which is transferable through the facilities of the Clearing Agency. The global Notes held in book-entry form will be issued as definitive Notes to Noteholders or their nominees rather than to the Clearing Agency or its nominee, only if (i)(A) the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Class A Notes, the Class B Notes or the Class C Notes as described in the applicable depository agreement and (B) the Issuer is unable to locate a qualified successor, (ii) the Issuer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency, or (iii) Note Owners representing beneficial interests in Class A Notes aggregating not less than a majority of the Class A Note Balance, in respect of the Class A Notes, Note Owners representing beneficial interests in the Class B Notes aggregating not less than a majority of the Class B Note Balance, in respect of the Class B Notes, or Note Owners representing beneficial interests in the Class C Notes aggregating not less than a majority of the Class C Note Balance, in respect of the Class C Notes, advise the Indenture Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency with respect to such class is no longer in the best interests of the related Note Owners, then the Indenture Trustee shall notify all such Note Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of definitive Class A Notes, definitive Class B Notes or definitive Class C Notes, as applicable, to such Note Owners requesting the same. Upon surrender to the Indenture Trustee of the related Notes by the Clearing Agency accompanied by registration instructions from the Clearing Agency, the Indenture Trustee shall issue definitive Notes of the related class and deliver such definitive Notes in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon instructions of the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 heretoClearing Agency. None of the Issuer, the Note Registrar nor the Indenture Trustee or shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the Note Registrar is obligated to register or qualify any Notes under the Securities Actissuance of definitive Class A Notes, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of definitive Class B Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuerdefinitive Class C Notes, the Indenture Trustee and shall recognize the Note Registrar against costsHolders of the definitive Class A Notes, damagesdefinitive Class B Notes, or any other liability that may result definitive Class C Notes, as applicable, as Noteholders hereunder. The Indenture Trustee shall not be liable if the transfer Seller is not so exempt or is not made in accordance with such federal and state lawsunable to locate a qualified successor Clearing Agency. (c) In order to preserve the exemption for resales and transfers provided by Rule 144A, the Issuer shall provide to any Holder of a Class A Note, Class B Note or Class C Note and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Note to be made pursuant to Rule 144A. The Note Registrar Servicer and the Indenture Trustee shall refuse cooperate with the Issuer in providing the Issuer such information regarding the Class A Notes, Class B Notes and Class C Notes, the Collateral and other matters regarding the Trust as the Issuer shall reasonably request to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from meet its obligations under the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state lawspreceding sentence. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon Upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purposeCorporate Trust Office, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (h) Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.T

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there shall be maintained at the office of a registrar appointed by the Issuer (the “Note Registrar”) Registrar a register of the Notes and of their transfer and exchange (the a “Note Register”) in which, subject to such reasonable regulations as the Note Registrar may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. The offices of the Note Registrar shall be initially located (as of the date hereof) at Citibank, N.A., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Agency and Trust- Spirit Master Funding. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as “Note Registrar Registrar” for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. The Indenture Trustee may appoint, by a written instrument delivered to the Issuers, any other bank or trust company to act as Note Registrar under such conditions as the predecessor Indenture Trustee may prescribe; provided, that the Indenture Trustee shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor Indenture Trustee trustee shall immediately succeed to its predecessor’s 's duties as Note Registrar, absent appointment of any other bank or trust company to act as Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the IssuerIssuers, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the IssuerProperty Manager, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture TrusteeSpecial Servicer, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (h) Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer Back-Up Manager and the Indenture Trustee shall have the right to inspect the Note Register or to obtain a copy thereof within a at all reasonable amount of time after receipt of notice by the Note Registrartimes, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither . Upon written request of any Noteholder made for purposes of communicating with other Noteholders with respect to their rights under this Indenture, the Note Registrar nor shall promptly furnish such Noteholder with a list of the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that Noteholders of record identified in the Note Registrar or Register at the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement time of the registration of a transfer of a Noterequest. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during The Indenture Trustee shall register Notes and transfers and exchanges thereof as provided herein and in the term Indenture Supplements. The Indenture Trustee and each co-transfer agent and registrar (if any) appointed with respect to the Notes (or a Note or any Series of this Indenture, there Notes) shall be maintained referred to collectively as the “Transfer Agent.” The Indenture Trustee shall cause to be kept at the office of a registrar appointed or agency to be maintained by the Issuer (the “Note Registrar”) it in accordance with Section 10.15 a register (the “Note Register”) in which, subject to restrictions on transfer set forth herein and in the applicable Indenture Supplement(s), and such other reasonable regulations as the Note Registrar it may prescribe, the Note Registrar Indenture Trustee shall provide for for: (i) the registration of the Notes and (ii) the registration of transfers and exchanges of the Notes as provided herein provided. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company to act as Note RegistrarSupplements. (b) No transfer, sale, pledge or other disposition of Subject to any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of restrictions on transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or applicable Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04Supplement(s), upon surrender for registration of transfer of any Note at the offices of Corporate Trust Office or such other office or agency maintained by the Note Registrar maintained for such purposeIndenture Trustee in accordance with Section 10.15, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder)transferee, one or more new Notes of Note(s) executed by the SPC in authorized denominations, denominations of a like aggregate Note Balance of the surrendered Noteprincipal balance. (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (hc) Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar Indenture Trustee (or the applicable Transfer Agent) duly executed by, by the Holder thereof applicable Noteholder or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (id) No service charge shall be imposed made to a Noteholder (or any Note Owner) for any registration of transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed payable in connection with any transfer or exchange of Notestherewith. (je) All Notes surrendered for registration of transfer and or exchange shall be physically canceled and subsequently destroyed or retained by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes Indenture Trustee in accordance with its standard proceduresretention policy. (kf) The Note Registrar shall provide In addition to the Issuer or other provisions herein, the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer SPC and the Indenture Trustee shall have reserve the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrarimpose such transfer, certificate, exchange or other requirements, and to rely conclusively upon require such restrictive legends on a certificate Note, as they may determine are necessary to ensure compliance with the securities laws of the Note Registrar as to United States and the information set forth in the Note Registerstates thereof and any other Applicable Laws. (lg) Neither All Notes issued upon any registration of transfer or exchange of Notes will be valid obligations of the SPC, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. (h) Each Noteholder and Note Registrar nor Owner (by acquiring the Notes or a beneficial interest therein, respectively) agrees to indemnify the SPC and the Indenture Trustee against any liability that may result from the transfer, exchange or assignment of such Noteholder’s Notes in violation of any provision of this Indenture or applicable United States Federal or state securities law. (i) The Indenture Trustee shall be under any have no obligation or duty to monitor monitor, determine or determine inquire as to compliance with any federalrestrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among depositary participants or Note Owners of interests in any global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, state or other securities or tax laws that may be applicable; providedand to do so if and when expressly required by the terms of, howeverthis Indenture, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine the same to determine whether the certificate in substantially the substantial compliance as to form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by with the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Noterequirements hereof. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there The Note Registrar shall be maintained at the office of maintain a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) Register in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Registrar shall provide for the registration of the Notes and of transfers and exchanges of Notes thereof as herein providedprovided in this Agreement. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering the Notes and transfers and exchanges of Notes thereof as herein providedprovided in this Agreement. If In the Indenture Trustee resigns or is removed in accordance with event that, subsequent to the terms hereofClosing Date, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company notifies the Servicer that it is unable to act as Note Registrar, the Servicer shall appoint another bank or trust company, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Note Registrar under this Agreement. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04Agreement, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purposeCorporate Trust Office, the Issuer shall execute execute, and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder)transferees, one or more new Notes of in authorized denominations, denominations of a like aggregate Note Balance of the surrendered Noteprincipal amount. (gc) At the option of any Holder, its Notes may be exchanged for other Notes of authorized denominations of a like aggregate Note Balance principal amount, at the option of the surrendered Notes related Noteholder upon surrender of the Notes Note to be exchanged at the offices of the Note Registrar maintained for any such purposeoffice or agency. Whenever any Notes are Note is so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive.that (h) Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (id) No service or other charge shall be imposed made for any registration of transfer or exchange of NotesNotes by the Trustee or the Servicer, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (je) All Any Notes surrendered for registration of transfer and or exchange shall be physically canceled and subsequently destroyed by the Trustee. (f) Each purchaser of a Note Registraror of a beneficial interest therein shall be deemed to have represented and warranted, by accepting such Note or beneficial interest as follows: (i) it is acquiring the Notes for its own account or for an account with respect to which it exercises sole investment discretion, and that it or such account is a Qualified Institutional Buyer or an Accredited Investor acquiring the Note Registrar shall dispose Notes for investment purposes and not for distribution; (ii) it acknowledges that the Notes have not been registered under the Securities Act or any state securities laws and may not be sold except as permitted below; (iii) it understands and agrees that such Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act, and that such canceled Notes may be resold, pledged or transferred only in accordance with Section 6.03(g) below (1) to a person who the transferor reasonably believes after due inquiry is, and who has certified that it is, a Qualified Institutional Buyer that purchases for its standard procedures.own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (2) to an institution that is an Accredited Investor who has certified that it is an Accredited Investor purchasing for its own account or for the account of another Accredited Investor (unless the purchaser is a bank acting in its fiduciary capacity); (kiv) The Note Registrar shall provide to it understands that the Issuer or following legend will be placed on the Indenture TrusteeNotes, upon reasonable prior written request, and at the expense of unless otherwise agreed by the Issuer: "THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, an updated copy of the Note RegisterAS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note RegisterTHE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN THE INDENTURE AND SERVICING AGREEMENT UNDER WHICH THIS NOTE IS ISSUED (A COPY OF WHICH IS AVAILABLE FROM THE TRUSTEE UPON REQUEST). PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT THE SELLER OF ANY NOTES MAY BE RELYING ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee."

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there shall be maintained at the office of a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar may prescribe, the Note Registrar shall provide for the registration of Notes and of transfers and exchanges of Notes as herein provided. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor Indenture Trustee indenture trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company to act as Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interestinterest therein without registration or qualification. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. If the Holder requesting such transfer is the Investor, the certification in substantially the form of Exhibit B-1 hereto shall include a certification by the Investor that following such transfer, the Investor will still be the holder of at least 50.1% of the principal amount of Notes outstanding, and the Note Registrar shall refuse to register any such requested transfer by the Investor unless such certification is so included. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 set forth above will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04Note. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing Nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04above. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominationsNotes, of a like aggregate Note Balance of the surrendered NoteBalance. (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (h) Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature signature Program). (i) No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether it substantially appears on its face to conform with such exhibit as attached to this Indenture, the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been to be delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there The Note Registrar shall be maintained at the office of maintain a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) Register in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Registrar shall provide for the registration of the Notes and of issuances, transfers and exchanges of Notes thereof as herein providedprovided in this Indenture. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering the Notes and issuances, transfers and exchanges of Notes thereof as herein providedprovided in this Indenture. If In the Indenture Trustee resigns or is removed in accordance with event that, subsequent to the terms hereofClosing Date, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company notifies the Issuer that it is unable to act as Note Registrar, the Issuer shall appoint another bank or trust company, agreeing to act in accordance with the provisions of this Indenture applicable to it, and otherwise acceptable to the Trustee with notice to the Majority Noteholders, to act as successor Note Registrar under this Indenture. (b) Subject to the provisions of this Indenture, upon surrender for registration of transfer of any Note at the Corporate Trust Office, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in authorized denominations of a like aggregate principal amount. (c) Notes may be exchanged for other Notes of authorized denominations of a like aggregate principal amount, at the option of the related Noteholder upon surrender of the Note to be exchanged at any such office or agency. Whenever any Note is so surrendered for exchange, the Issuer shall execute and the Trustee shall authenticate and deliver the Note that the Noteholder making the exchange is entitled to receive. Every Note presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Note Registrar duly executed by the Noteholder thereof or his or her attorney duly authorized in writing. (d) No transferservice or other charge shall be made for any registration of issuance, transfer or exchange of Notes by the Trustee, but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Notes. (e) Any Notes surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed by the Trustee. (f) Each purchaser of a Note or of a beneficial interest therein shall be deemed to have represented and warranted, by accepting such Note or beneficial interest as follows: (i) it is acquiring the Notes for its own account or for an account with respect to which it exercises sole investment discretion, and that it or such account is (1) a Qualified Institutional Buyer acquiring the Notes for investment purposes and not for distribution or (2) a person involved in the organization or operation of the Issuer or an Affiliate of such person within the meaning of Rule 3a-7 of the Investment Company Act (including, but not limited to, OAC); (ii) it acknowledges that the Notes have not been registered under the Securities Act or any state securities laws and may not be sold except as permitted below; (iii) it understands and agrees that such Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act, and that such Notes may be resold, pledged or transferred only in accordance with Section 6.03(g) below (a) to a person whom the transferor reasonably believes after due inquiry is, and who has certified that it is, a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (b) to a person involved in the organization or operation of the Issuer or an Affiliate of such person within the meaning of Rule 3a-7 of the Investment Company Act (including, but not limited to, OAC) in a transaction that is registered under the Securities Act and applicable state securities laws or that is exempt from the registration requirements of the Securities Act and such laws; (iv) it understands that the following legend will be placed on the Notes, unless otherwise agreed by the Issuer: "THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE DIRECTLY OR INDIRECTLY SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT TO (1) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, IN A TRANSACTION THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO RULE 144A OR (2) A PERSON INVOLVED IN THE ORGANIZATION OR OPERATION OF THE ISSUER OR AN AFFILIATE OF SUCH A PERSON WITHIN THE MEANING OF RULE 3A-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, IN A TRANSACTION THAT IS REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS NOTE UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN THE INDENTURE UNDER WHICH THIS NOTE IS ISSUED (A COPY OF WHICH IS AVAILABLE FROM THE TRUSTEE UPON REQUEST). PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT THE SELLER OF ANY NOTES MAY BE RELYING ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT." (v) it (x) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Notes; and (y) it (or any account for which it is purchasing) has the ability to bear the economic risks of its prospective investment for an indefinite period and can afford the complete loss of such investment; (vi) if it is acquiring the Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgments, representations, warranties and agreements on behalf of each such account; (vii) it understands that a Note may not be transferred to an Employee Plan, or an entity, account or other pooled investment fund the underlying assets of which include or are deemed to include assets of an Employee Plan unless the prospective transferee provides a certification to the Trustee to the effect that a prohibited transaction class exemption, including but not limited to Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers), will apply to the prospective transferee's acquisition and continued holding of a Note; (viii) in the case of the acquisition of Notes, directly or indirectly, by a partnership, limited liability company, S corporation, grantor trust, or any other "flow through entity" (within the meaning of United States Treasury Regulations Section 1.7704-1(h)(3)) (a "Flow-Through Entity"), the Flow-Through Entity, on behalf of each beneficial owner of interests, directly or indirectly, in such Flow-Through Entity, acknowledges that (A) substantially all of the value of the beneficial owner's interest in the Flow-Through Entity is not attributable to the Flow-Through Entity's interest (direct or indirect) in the Trust Estate and (B) no principal purpose of the use of such Flow-Through Entity to acquire and hold Notes (as opposed to direct acquisition or ownership of Notes by the beneficial owners of the Flow-Through Entity) is to permit the Trust Estate to satisfy the 100-partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) (assuming for purposes of the foregoing that the Trust Estate were classified as a partnership for federal and state income tax purposes and not solely as a security device for such purposes); and (ix) it understands that there are restrictions on the transfer of Notes that are intended to avoid classification of the Trust Estate as a "publicly traded partnership" within the meaning of Section 7704(b) of the Code. (g) No sale, pledge or other disposition transfer (a "Transfer") of any Note or interest therein Notes shall be made unless that transferTransfer is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws or is made in a transaction that does not require such registration or qualification. If such a Transfer is made without registration under the Securities Act (other than in connection with the initial issuance thereof by the Issuer), salethen the Issuer shall refuse to register such Transfer unless the Note Registrar receives (and upon receipt, pledge may conclusively rely upon) either: (i) an affidavit from such Noteholder's prospective transferee substantially in the form attached as Exhibit D hereto certifying among other things, facts which would demonstrate that the Transfer would be exempt pursuant to Rule 144A under the Securities Act (the "Transferee Agreement"); or other disposition (ii) in the case that the Transfer is to be made to an Issuer Affiliate in a transaction that is exempt from the registration and/or qualification requirements of under the Securities Act, regulations promulgated thereunder an Opinion of Counsel reasonably satisfactory to the Issuer and any applicable state securities lawsthe Note Registrar to the effect that such Transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Estate or of the Issuer, OAC, the Trustee or is otherwise made the Note Registrar in accordance their respective capacities as such), together with the Securities Act, regulations promulgated thereunder and written certification(s) as to the facts surrounding such state securities laws. The Notes shall be transferable only upon Transfer from the surrender Noteholder desiring to effect such Transfer and/or such Noteholder's prospective transferee on which such Opinion of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 heretoCounsel is based. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any the Notes under the Securities Act, regulations promulgated thereunder Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note without registration or interestqualification. Any Holder of a Note desiring to effect such a transfer of Notes or interests therein Transfer shall, and is hereby upon acquisition of such a Note shall be deemed to have agreed to, indemnify and hold harmless the IssuerTrustee, the Indenture Trustee and the Note Registrar and the Issuer against costs, damages, or any other liability that may result if the transfer Transfer is not so exempt or is not made in accordance with such federal and state laws. In connection with a Transfer of the Notes, the Issuer shall furnish upon request of a Noteholder to such Holder and any prospective purchaser designated by such Noteholder the information required to be delivered under paragraph (d)(4) of Rule 144A of the Securities Act. (ch) No Transfer of any Notes shall be made if such Transfer would result in the beneficial ownership of Notes by more than 75 Persons; provided, however, that no Transfer of Notes shall be made if the transferee of Notes is a Flow-Through Entity, unless such Flow-Through Entity is able to make and makes the acknowledgment in paragraph 8 of Exhibit D attached hereto. The Trustee shall be authorized to rely on a signed transferee agreement in the form of Exhibit D attached hereto, in determining whether or not any Transfer is authorized under this Section 6.03(h). Each Noteholder, by its acceptance of a Note, acknowledges and agrees that the foregoing restriction on transfer of the Notes is reasonable given the potentially adverse treatment to the Trust Estate and the Noteholders of classification of the Partnership as a "publicly traded partnership" within the meaning of Section 7704(b) of the Code. (i) The Note Registrar shall refuse to not register the Transfer of any requested transfer Note unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively prospective transferee has delivered to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has either (i) sole the source of funds to be used to acquire the Note does not include assets of any employee benefit plan, trust, annuity or account described in Section 3(3) of ERISA or Section 4975(e)(1) of the Code which is subject to Section 406 of ERISA or Section 4975 of the Code (any such plan, trust, annuity or account being referred to herein as an "Employee Plan") or an entity, account or other pooled investment discretion with respect fund the underlying assets of which include or are deemed to each such include Employee Plan assets by reason of an Employee Plan's investment in the entity, account and or other pooled investment fund or (ii) full power a prohibited transaction class exemption, including but not limited to make Department of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for Plan Asset Transactions Determined by Independent Qualified Professional Asset Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class Exemption for Certain Transactions Involving Insurance Company General Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions Determined by In-House Asset Managers), will apply to the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such prospective transferee's acquisition of a fiduciary or agent, or has such discretion or power, as the case may beNote. (fj) Subject To the extent permitted under applicable law, the Trustee shall be under no liability to the preceding provisions of this Section 2.04, upon surrender any Person for any registration of transfer of any Note at the offices of the Note Registrar maintained that is in fact not permitted by this Section 6.03 or for such purpose, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, making any payments due to the extent that only a portion Noteholder thereof or taking any other action with respect to such Noteholder under the provisions of this Indenture so long as the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (h) Every Note presented or surrendered for transfer or exchange shall (if so required was registered by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms requirements of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a NoteIndenture. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this IndentureThe Note Registrar shall keep or cause to be kept, there shall be maintained at the office of or agency maintained pursuant to Section 2.7, a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) Register in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Registrar Indenture Trustee shall provide for the registration of Notes and of for transfers and exchanges of Notes as herein provided. The ▇▇▇▇▇ Fargo Bank, National Association shall be the initial 23919155.5 Note Registrar. ▇▇▇▇▇ Fargo Bank, National Association shall be the Note Registrar so long as it is acting as Indenture Trustee hereunder. In the event that, subsequent to the Closing Date, the Indenture Trustee notifies the Seller that it is hereby initially appointed (and hereby agrees unable to act as Note Registrar, the Seller shall appoint another bank or trust company, having an office or agency located in Minneapolis, Minnesota or the Borough of Manhattan, The City of New York, agreeing to act in accordance with the terms hereof) provisions of this Indenture applicable to it, and otherwise acceptable to the Indenture Trustee, to act as successor Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein providedunder this Indenture. If at any time the Indenture Trustee resigns or is removed in accordance with not the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment the Note Registrar shall make available to the Indenture Trustee ten (10) days prior to each Distribution Date and at such other times as the Indenture Trustee may reasonably request the names and addresses of the Holders as they appear in the Note Register. No sale, conveyance, assignment, hypothecation, pledge, participation, or any other bank or trust company to act as transfer (each a “Transfer”) of a Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless such Transfer is (A) for so long as the such Notes are eligible for resale pursuant to Rule 144A, to a Person the transferor reasonably believes after due inquiry is a “qualified institutional buyer” as defined in Rule 144A (“Qualified Institutional Buyer” or “QIB”) that transferpurchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A or (B) solely with respect to initial investors in such Note, sale, pledge or other disposition is made in a transfer exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder to a Person that is an institutional “accredited investor” within the meaning of paragraphs (1), (2), (3) and (7) of Rule 501(a) of Regulation D under the Securities Act (an “Institutional Accredited Investor”) that purchases for its own account or for the account or accounts of an Institutional Accredited Investor. No portion of the Retained Notes or any applicable state securities lawsinterest therein may be transferred, directly or is otherwise made indirectly, to any Person (other than Credit Acceptance Funding LLC 2017-3 in the initial offering, which shall not be subject to any of the transfer restrictions set forth herein that relate specifically to each initial purchaser) except in accordance with the Securities Act, regulations promulgated thereunder and such state securities lawsthis Section 2.3(a). The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None No portion of the IssuerRetained Notes or any interest therein may be Transferred to any Person (each, an “Assignee”), unless the Assignee shall have executed and delivered the certifications referred to in this Section 2.3 and, except in connection with the initial Transfer of the Retained Notes to the Retained Noteholders, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect has received a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion Tax Opinion with respect to each such account and (ii) full power Transfer. Any attempted Transfer that would cause the number of Targeted Holders to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receiptexceed ninety-five shall be void. Upon request by a Retained Noteholder, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions number of this Section 2.04, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (h) Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge Targeted Holders shall be imposed for any transfer or exchange disclosed to such requesting Retained Noteholder. All Opinions of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed Counsel required in connection with any transfer or exchange of Notes. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide counsel reasonably acceptable to the Issuer or the Indenture Trustee, . Only upon reasonable prior written request, and at receipt by the expense Indenture Trustee of the Issuer, an updated copy written consent of each of the Seller and the Servicer to such Transfer shall the Retained Notes (or such portion thereof) be transferred upon the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that such consent shall only be withheld based upon the reasonable belief of the Seller or the Servicer that such Transfer may cause the number of Targeted Holders to exceed ninety-five. Such Transfers of all or any portion of the Retained Notes shall be subject to the restrictions set forth in this Section 2.3(a). Successive registrations and registrations of Transfers as aforesaid may be made from time to time as desired, and each such registration shall be noted on the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a NoteRegister. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this IndentureThe Note Registrar shall keep or cause to be kept, there shall be maintained at the office of or agency maintained pursuant to Section 2.7, a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) Register in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Registrar Indenture Trustee shall provide for the registration of Notes and of for transfers and exchanges of Notes as herein provided. The ▇▇▇▇▇ Fargo Bank, National Association shall be the initial Note Registrar. ▇▇▇▇▇ Fargo Bank, National Association shall be the Note Registrar so long as it is acting as Indenture Trustee hereunder. In the event that, subsequent to the Closing Date, the Indenture Trustee notifies the Seller that it is hereby initially appointed (and hereby agrees unable to act as Note Registrar, the Seller shall appoint another bank or trust company, having an office or agency located in Minneapolis, Minnesota or the Borough of Manhattan, The City of New York, agreeing to act in accordance with the terms hereof) provisions of this Indenture applicable to it, and otherwise acceptable to the Indenture Trustee, to act as successor Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein providedunder this Indenture. If at any time the Indenture Trustee resigns or is removed in accordance with not the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment the Note Registrar shall make available to the Indenture Trustee ten (10) days prior to each Distribution Date and at such other times as the Indenture Trustee may reasonably request the names and addresses of the Holders as they appear in the Note Register. No sale, conveyance, assignment, hypothecation, pledge, participation, or any other bank or trust company to act as transfer (each a “Transfer”) of a Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless such Transfer is (A) for so long as the such Notes are eligible for resale pursuant to Rule 144A, to a Person the transferor reasonably believes after due inquiry is a “qualified institutional buyer” as defined in Rule 144A (“Qualified Institutional Buyer”) that transferpurchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A or (B) solely with respect to initial investors in such Note, sale, pledge or other disposition is made in a transfer exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder to a Person that is an institutional “accredited investor” within the meaning of paragraphs (1), (2), (3) and (7) of Rule 501(a) of Regulation D under the Securities Act (an “Institutional Accredited Investor”) that purchases for its own account or for the account or accounts of an Institutional Accredited Investor. No portion of the Retained Notes or any applicable state securities lawsinterest therein may be transferred, directly or is otherwise made indirectly, to any Person (other than Credit Acceptance Funding LLC 2015-2 in the initial offering, which shall not be subject to any of the transfer restrictions set forth herein that relate specifically to each initial purchaser) except in accordance with the Securities Act, regulations promulgated thereunder and such state securities lawsthis Section 2.3(a). The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None No portion of the IssuerRetained Notes or any interest therein may be Transferred to any Person (each, an “Assignee”), unless the Assignee shall have executed and delivered the certifications referred to in this Section 2.3 and, except in connection with the initial Transfer of the Retained Notes to the Retained Noteholders, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect has received a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion Tax Opinion with respect to each such account and (ii) full power Transfer. Any attempted Transfer that would cause the number of Targeted Holders to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receiptexceed ninety-five shall be void. Upon request by a Retained Noteholder, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions number of this Section 2.04, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (h) Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge Targeted Holders shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient disclosed to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notessuch requesting Retained Noteholder. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this IndentureThe Trustee shall cause to be kept at its Corporate Trust Office, there shall such office or agency to be maintained at in accordance with the office provisions of a registrar appointed by the Issuer (the “Note Registrar”) Section 11.21 a register (the “"Note Register”") in which, subject to such reasonable regulations as the Note Registrar it may prescribe, a transfer agent and registrar (which may be the Note Registrar Trustee) (the "Transfer Agent and Registrar") shall provide for the registration of the Notes and of transfers and exchanges of the Notes as herein provided. The Transfer Agent and Registrar shall initially be the Trustee, together with any co-transfer agent and co-registrar chosen by the Trustee and acceptable to the Servicer, and any reference in this Indenture to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context requires otherwise. The provisions of Sections 11.01, 11.02, 11.03 and 11.05 shall apply to the Trustee is hereby initially appointed (also in its role as Transfer Agent and hereby agrees to act in accordance with Registrar, for so long as the terms hereof) as Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties act as Note Transfer Agent and Registrar, absent . The Trustee may revoke the appointment of and remove any other bank or trust company Person serving as Transfer Agent and Registrar if the Trustee determines in its sole discretion that such Person failed to act perform its obligations under this Indenture in any material respect. Any Person serving as Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein Transfer Agent and Registrar shall be made unless that transfer, sale, pledge or other disposition is exempt from permitted to resign as Transfer Agent and Registrar upon 30 days' (60 days' during the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of Wind Down Period) written notice to the Issuer, the Indenture Trustee or Servicer and the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer Insurer. Upon receiving such notice of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuerresignation, the Indenture Trustee shall appoint a successor Transfer Agent and Registrar reasonably acceptable to the Issuer and the Note Insurer. If no successor Transfer Agent and Registrar against costsshall have been appointed and have accepted appointment within 30 days (60 days during the Wind Down Period) after the giving of such notice of resignation, damagesthe Trustee may petition any court of competent jurisdiction for the appointment of a successor Transfer Agent and Registrar; provided, or any other liability however, that may result if the transfer is such resignation shall not so exempt or is not made be effective and such Person shall continue to perform its duties as Transfer Agent and Registrar until a successor Transfer Agent and Registrar has been appointed in accordance with such federal and state laws. (c) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 heretothis paragraph, and a representation letter from such successor has assumed its duties under this Indenture. It is intended that the transferee, registration of Notes which is described in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not this Section 6.03 comply with the registration requirements of this contained in Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None 163 of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04Internal Revenue Code. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon Upon surrender for registration of transfer of any Note at the offices any office or agency of the Note Transfer Agent and Registrar maintained for such purpose, the Issuer shall execute execute, and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder)transferees, one or more new Notes of authorized denominations, of a like aggregate Note Balance (of the surrendered Note. (gsame Series) At in authorized denominations of like tenor. Except as otherwise expressly provided in the Supplement relating to any Series of Notes and subject to Section 6.11, Notes may, at the option of any Holderan Noteholder, its Notes may be exchanged for other Notes of a like aggregate Note Balance (of the surrendered Notes same Series) of authorized denominations of like tenor, upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for any such purposeoffice or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute execute, and the Indenture Trustee shall authenticate and deliver deliver, the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder Noteholder making the exchange is entitled to receive. (h) . Every Note presented or surrendered for registration of transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in a form satisfactory to the Note Trustee or the Transfer Agent and Registrar duly executed by, by the Holder thereof or its attorney his attorney-in-fact duly authorized in writing. The Each Holder must satisfy the transfer restrictions set forth in the applicable Notes. Each Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documentsshall be registered at all times as herein provided, and to have signatures guaranteed any transfer or exchange of such Note will be valid for purposes hereunder only upon registration of such transfer or exchange by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program Trustee or the New York Stock Exchange, Inc. Medallion Signature Program). (i) Transfer Agent and Registrar as provided herein. Payments on any Distribution Date shall be made to Holders of record on the immediately preceding Record Date. No service charge shall be imposed made for any registration of transfer or exchange of Notes, but the Indenture Trustee Transfer Agent and Registrar or the Note Registrar any co-transfer agent and co-registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of the Notes. (j) . All Notes surrendered for registration of transfer and exchange or exchange, or for payment, shall be physically canceled by and disposed of in a manner reasonably satisfactory to the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard proceduresTrustee. (kb) The Note Transfer Agent and Registrar shall provide to the Issuer or the Indenture Trustee, upon reasonable prior written request, and will maintain at the expense of the Issuerits expense, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor office or determine compliance with any federal, state offices or other securities agency or tax laws that agencies where Notes may be applicable; providedsurrendered for registration of transfer or exchange which office, however, that the Note Registrar or the Indenture Trustee, so long as the case may beTrustee acts as Transfer Agent and Registrar, shall be under a duty to receive and to examine to determine whether the certificate Corporate Trust Office designated in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note11.21. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there The Issuer shall cause to be maintained kept at the office of or agency to be maintained by a transfer agent and registrar appointed by the Issuer (the “Note Transfer Agent and Registrar”) ), a register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Transfer Agent and Registrar shall provide for the registration of the Investor Notes of each Series (unless otherwise provided in the related Indenture Supplement) and of transfers and exchanges of the Investor Notes as herein provided. The Indenture Trustee JPMorgan Chase is hereby initially appointed (Transfer Agent and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose purposes of registering the Investor Notes and transfers and exchanges of the Investor Notes as herein provided. If any form of Investor Note is issued as a Global Note, the Indenture Trustee resigns may, or if and so long as any Series of Investor Notes is removed in accordance with listed on the terms hereofLuxembourg Stock Exchange and the rules of such exchange shall so require, the successor Indenture Trustee shall immediately succeed appoint a co-transfer agent and co-registrar in Luxembourg or another European city. Any reference in the Indenture to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context otherwise requires. JPMorgan Chase shall be permitted to resign as Transfer Agent and Registrar upon 30 days’ written notice to the Indenture Trustee; provided, however, that such resig-nation shall not be effective and JPMorgan Chase shall contin-ue to perform its predecessor’s duties as Note Transfer Agent and Registrar until the Indenture Trustee has appointed a succes-sor Transfer Agent and Registrar with the consent of the Issuer. If a Person other than the Indenture Trustee is appointed by the Issuer as the Transfer Agent and Registrar, absent the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof. An institution succeeding to the corporate agency business of the Transfer Agent and Registrar shall continue to be the Transfer Agent and Registrar without the execution or filing of any paper or any further act on the part of the Indenture Trustee or such Transfer Agent and Registrar. The Transfer Agent and Registrar shall maintain in The City of New York (and, if so specified in the related Indenture Supplement for any Series of Notes, any other bank city designated in such Indenture Supplement) an office or trust company to act as Note Registrar. (b) No transfer, sale, pledge offices or other disposition of any Note agency or interest therein shall agencies where Investor Notes may be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon the surrender of a Note surrendered for registration of transfer or exchange. The Transfer Agent and delivery Registrar initially designates its corporate trust office located at 4 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as its office for such purposes. The Transfer Agent and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse give prompt written notice to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar Issuer and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to Investor Noteholders of any change in the effect that it has (i) sole investment discretion with respect to each location of such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note office or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon agency. Upon surrender for registration of transfer of any Investor Note at the offices office or agency of the Note Registrar maintained for such purposeTransfer Agent and Registrar, if the requirements of Section 2.4(b) and Section 8-401(a) of the UCC are met, the Issuer shall execute and after the Issuer has executed, the Indenture Trustee shall authenticate and deliver(if the Transfer Agent and Registrar is different than the Indenture Trustee, then the Transfer Agent and Registrar shall) deliver to the Investor Noteholder, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder)transferees, one or more new Notes of Investor Notes, in any authorized denominations, of the same Class and a like aggregate Note Balance principal amount; provided, however that the provisions of the surrendered Note. (g) this paragraph shall not apply to Bearer Notes. At the option of any HolderHolder of Registered Notes, its Registered Notes may be exchanged for other Registered Notes of a the same Series in authorized denominations of like aggregate Note Balance of the surrendered Notes principal amount, upon surrender of the Registered Notes to be exchanged at the offices any office or agency of the Note Transfer Agent and Registrar maintained for such purpose. At the option of any holder of Bearer Notes, subject to applicable laws and regulations (including without limitation, the Bearer Rules), Bearer Notes may be exchanged for other Bearer Notes or Registered Notes of the same Series in authorized denominations of like aggregate principal amount, in the manner specified in the Indenture Supplement for such Series, upon surrender of the Bearer Notes to be exchanged at an office or agency of the Transfer Agent and Registrar located outside the United States. Each Bearer Note surrendered pursuant to this Section 2.4 shall have attached thereto (or be accompanied by) all unmatured Coupons, provided that any Bearer Note so surrendered after the close of business on the Record Date preceding the relevant Payment Date need not have attached the Coupons relating to such Payment Date. Whenever any Investor Notes of any Series are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute and after the Issuer has executed, the Indenture Trustee shall authenticate and (if the Transfer Agent and Registrar is different than the Indenture Trustee, then the Transfer Agent and Registrar shall) deliver to the Notes of a like aggregate Note Balance of Investor Noteholder, the surrendered Investor Notes which the Holder Investor Noteholder making the exchange is entitled to receive. (h) . All Investor Notes issued upon any registration of transfer or exchange of the Investor Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Investor Notes surrendered upon such registration of transfer or exchange. Every Investor Note presented or surrendered for registration of transfer or exchange shall be (if so required by the Note Registrari) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar Indenture Trustee duly executed by, the Holder thereof or its such Holder’s attorney duly authorized in writing, with a medallion signature guarantee, and (ii) accompanied by such other documents as the Indenture Trustee may require. The Note Registrar may require any Holderpreceding provisions of this Section 2.4 notwithstanding, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer of or exchange any Investor Note of any Series for a period of 15 days preceding the due date for any payment in full of the Investor Notes of such Series. Unless otherwise provided in the related Indenture Supplement, no service charge shall be made for any registration of transfer or exchange of Investor Notes, but the Transfer Agent and Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Investor Notes. . All Investor Notes (jtogether with any Coupons attached to Bearer Notes) All Notes surrendered for registration of transfer and exchange shall be physically canceled by the Note Registrar, Transfer Agent and Registrar and disposed of in a manner satisfactory to the Note Registrar Indenture Trustee. The Indenture Trustee shall dispose cancel and destroy any Global Notes upon its exchange in full for Definitive Notes and shall deliver a certificate of destruction to the Issuer. Such certificate shall also state that a certificate or certificates of each Foreign Clearing Agency was received with respect to each portion of such canceled Global Note exchanged for Definitive Notes in accordance with the related Indenture Supplement. The Issuer shall execute and deliver to the Indenture Trustee or the Transfer Agent and Registrar, as applicable, Bearer Notes and Registered Notes in such amounts and at such times as are necessary to enable the Indenture Trustee to fulfill its standard proceduresresponsibilities under the Indenture and the Investor Notes. (kb) The Note Registrar shall provide Unless otherwise provided in the related Indenture Supplement, registration of transfer of Registered Notes containing a legend relating to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense restrictions on transfer of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee such Registered Notes (which legend shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information be set forth in the Note Register. (lIndenture Supplement relating to such Investor Notes) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that effected only if the Note Registrar or the conditions set forth in such related Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a NoteSupplement are satisfied. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this IndentureThe Note Registrar shall keep or cause to be kept, there shall be maintained at the office of or agency maintained pursuant to Section 2.7, a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) Register in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Registrar Indenture Trustee shall provide for the registration of Notes and of for transfers and exchanges of Notes as herein provided. The Computershare Trust Company, N.A. shall be the initial Note Registrar. Computershare Trust Company, N.A. shall be the Note Registrar so long as it is acting as Indenture Trustee hereunder. In the event that, subsequent to the Closing Date, the Indenture Trustee notifies the Seller that it is hereby initially appointed (and hereby agrees unable to act as Note Registrar, the Seller shall appoint another bank or trust company, having an office or agency located in St. ▇▇▇▇, Minnesota or the Borough of Manhattan, The City of New York, agreeing to act in accordance with the terms hereof) provisions of this Indenture applicable to it, and otherwise acceptable to the Indenture Trustee, to act as successor Note Registrar for the purpose of registering Notes and transfers and exchanges of Notes as herein providedunder this Indenture. If at any time the Indenture Trustee resigns or is removed in accordance with not the terms hereof, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment the Note Registrar shall make available to the Indenture Trustee ten (10) days prior to each Distribution Date and at such other times as the Indenture Trustee may reasonably request the names and addresses of the Holders as they appear in the Note Register. No sale, conveyance, assignment, hypothecation, pledge, participation, or any other bank or trust company to act as transfer (each, a “Transfer”) of a Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless such Transfer is (A) for so long as the such Notes are eligible for resale pursuant to Rule 144A, to a Person the transferor reasonably believes after due inquiry is a “qualified institutional buyer” as defined in Rule 144A (“Qualified Institutional Buyer” or “QIB”) that transferpurchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A or (B) solely with respect to initial investors in such Note, sale, pledge or other disposition is made in a transfer exempt from the registration and/or qualification requirements of the Securities Act, regulations promulgated thereunder to a Person that is an institutional “accredited investor” within the meaning of paragraphs (1), (2), (3) and (7) of Rule 501(a) of Regulation D under the Securities Act (an “Institutional Accredited Investor”) that purchases for its own account or for the account or accounts of an Institutional Accredited Investor. No portion of the Retained Notes or any interest therein may be transferred, directly or indirectly, to any Person (other than Credit Acceptance Funding LLC 2024-1 in the initial offering, which shall not be subject to any of the transfer restrictions set forth herein that relate specifically to each initial purchaser) except in accordance with this Section 2.3(a). No portion of the Retained Notes or any interest therein may be Transferred to any Person (each, an “Assignee”), unless the Assignee shall have executed and delivered the certifications referred to in this Section 2.3 and, except in connection with the initial Transfer of the Retained Notes to the Retained Noteholders, the Indenture Trustee has received a Tax Opinion with respect to such Transfer. Any attempted Transfer that would cause the number of Targeted Holders to exceed ninety-five shall be void. Upon request by a Retained Noteholder, the number of Targeted Holders shall be disclosed to such requesting Retained Noteholder. All Opinions of Counsel required in connection with any transfer shall be by counsel reasonably acceptable to the Indenture Trustee. Only upon receipt by the Indenture Trustee of the written consent of each of the Seller and the Servicer to such Transfer shall the Retained Notes (or such portion thereof) be transferred upon the Note Register; provided, however, that such consent shall only be withheld based upon the reasonable belief of the Seller or the Servicer that such Transfer may cause the number of Targeted Holders to exceed ninety-five. Such Transfers of all or any portion of the Retained Notes shall be subject to the restrictions set forth in this Section 2.3(a). Successive registrations and registrations of Transfers as aforesaid may be made from time to time as desired, and each such registration shall be noted on the Note Register. Each Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee that it is, for federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation or partnership organized in or under the laws of the United States or any state or the District of Columbia which, if such entity is a tax-exempt entity, recognizes that payments with respect to the Retained Notes may constitute unrelated business taxable income, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (iv) (a) a trust for which a court within the United States is able to exercise primary supervision over its administration and for which one or more persons described in this paragraph are able to control all substantial decisions or (b) a trust for which a valid election has been made to be treated as a United States person. Each Assignee also shall agree that it will furnish to the Person from whom it is acquiring any interest in the Retained Notes, the Seller, the Servicer, and the Indenture Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will agree to furnish a new Form W-9, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form) and such other certifications, representations or Opinions of Counsel as may be requested by the Indenture Trustee. Each Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee that it has not acquired and it will not Transfer any interest in the Retained Notes, or cause an interest in the Retained Notes to be marketed, on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code and any Treasury regulations thereunder, including an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations. In addition, any Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee, prior to any delivery or Transfer to it of any Retained Notes, (i) that it is not and will not become (and that, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a) (a “DRE”), its owner is not and will not become), for so long as it holds an interest in the Retained Notes, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes (a “Flow-Thru Entity”), or (ii) that if it (or, if it is a DRE, its owner) is, or becomes, a Flow-Thru Entity, for so long as it (or, if it is a DRE, its owner) is a Flow-Thru Entity and it holds an interest in the Retained Notes, not more than 50% of the value of any interests in it (or, if it is a DRE, its owner) will be attributable to interests in the Trust held by it. Each initial purchaser of an interest in the Retained Notes acknowledges that the Opinion of Counsel to the effect that the Trust will not be treated as an association or publicly traded partnership taxable as a corporation is dependent in part on the accuracy of its certifications described in this Section 2.3(a). Each Assignee shall certify to the Seller, the Servicer, and the Indenture Trustee (i) that it has purchased its interest in the Retained Notes for investment only and not with a view to any public distribution thereof and (ii) that it will not offer, sell, pledge or otherwise transfer its interest in all or any portion of the Retained Notes, except in compliance with the Securities Act and other applicable state laws and only (1) to the Seller, (2) pursuant to Rule 144A to a person who it reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, purchasing for its own account or for the account of a QIB, whom it has informed that such offer, sale or other transfer is being made in reliance on Rule 144A or (3) pursuant to an exemption from the registration requirements of the Securities Act to a person that is an Institutional Accredited Investor in a transaction meeting such exemption purchasing for its own account or one or more accounts of an Institutional Accredited Investor in reliance upon such exemption. No Retained Noteholders will have the right to require the Seller to register the Retained Notes or any other securities under the Securities Act or any other securities laws. The purchaser or transferee of each Class A Note, Class B Note or Class C Note or any interest therein shall be deemed to represent and warrant that either (a) it is not, and is not directly or indirectly acquiring such Note or interest therein for, on behalf of or with any assets of, an employee benefit plan subject to the fiduciary responsibility provisions of Title I of ERISA, a plan subject to Section 4975 of the Code, an entity whose underlying assets are deemed to include “plan assets” of any such plan, or a plan or other arrangement subject to any provision under any federal, state, local or other laws or regulations that are substantively similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”), or (b) its acquisition, holding and disposition of such Note or interest therein will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, or a non-exempt violation of Similar Law. If the purchaser or transferee of a Class A Note, Class B Note or Class C Note or any interest therein is otherwise made a Benefit Plan Investor or a Plan subject to Similar Law, then the fiduciary of the Benefit Plan Investor or plan subject to Similar Law will be deemed to acknowledge and agree that none of the Issuer, the Seller, the Servicer, the Owner Trustee, or the Initial Purchasers or any of their affiliates, or the Backup Servicer, the Indenture Trustee, or the Trust Collateral Agent has acted or will act as a fiduciary to the Benefit Plan Investor or plan subject Similar Law in connection with its investment in the Notes. Neither the Issuer nor the Indenture Trustee is obligated to register the Notes under the Securities Act or any other securities law. Any transfer in violation of the provisions of this Section 2.3 shall be void ab initio. (b) The Class A Notes, the Class B Notes and the Class C Notes shall be held in book-entry form and registered in the name of a nominee designated by the Clearing Agency (and may be aggregated as to denominations with other Notes of such class held by the Clearing Agency). With respect to Notes held in book-entry form: (i) the Note Registrar, the Trust Collateral Agent and the Indenture Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on such class or classes of Notes and the giving of instructions or directions hereunder) as the sole holder of such class or classes of Notes, and shall have no obligation to the Note Owners; (ii) the rights of such Note Owners will be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the applicable depository agreement; (iii) whenever this Indenture or any of the Basic Documents requires or permits actions to be taken based upon instructions or directions of Holders of such class or classes of Notes evidencing a specified percentage of the Class A Note Balance, the Class B Note Balance or the Class C Note Balance, as applicable, the Clearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the relevant class of Notes and has delivered such instructions to the Indenture Trustee; and (iv) without the consent of the Seller and the Indenture Trustee, no such class of Notes may be transferred by the Clearing Agency except to a successor Clearing Agency that agrees to hold such Note for the account of the Note Owners or except upon the election of the Note Owner thereof or a subsequent transferee to hold such Note in physical form. Neither the Indenture Trustee nor the Note Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Note an interest in which is transferable through the facilities of the Clearing Agency. The global Notes held in book-entry form will be issued as definitive Notes to Noteholders or their nominees rather than to the Clearing Agency or its nominee, only if (i) (A) the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Class A Notes, the Class B Notes or the Class C Notes as described in the applicable depository agreement and (B) the Issuer is unable to locate a qualified successor, (ii) the Issuer at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency, or (iii) Note Owners representing beneficial interests in Class A Notes aggregating not less than a majority of the Class A Note Balance, in respect of the Class A Notes, Note Owners representing beneficial interests in the Class B Notes aggregating not less than a majority of the Class B Note Balance, in respect of the Class B Notes, or Note Owners representing beneficial interests in the Class C Notes aggregating not less than a majority of the Class C Note Balance, in respect of the Class C Notes, advise the Indenture Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency with respect to such class is no longer in the best interests of the related Note Owners, then the Indenture Trustee shall notify all such Note Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of definitive Class A Notes, definitive Class B Notes or definitive Class C Notes, as applicable, to such Note Owners requesting the same. Upon surrender to the Indenture Trustee of the related Notes by the Clearing Agency accompanied by registration instructions from the Clearing Agency, the Indenture Trustee shall issue definitive Notes of the related class and deliver such definitive Notes in accordance with the Securities Act, regulations promulgated thereunder and such state securities laws. The Notes shall be transferable only upon instructions of the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 heretoClearing Agency. None of the Issuer, the Note Registrar nor the Indenture Trustee or the Note Registrar is obligated to register or qualify shall be liable for any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer delay in delivery of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shallsuch instructions and may conclusively rely on, and is hereby deemed to have agreed toshall be protected in relying on, indemnify and hold harmless such instructions. Upon the Issuerissuance of definitive Class A Notes, definitive Class B or definitive Class C Notes, the Indenture Trustee and shall recognize the Note Registrar against costsHolders of the definitive Class A Notes, damagesdefinitive Class B Notes or definitive Class C Notes, or any other liability that may result as applicable, as Noteholders hereunder. The Indenture Trustee shall not be liable if the transfer Seller is not so exempt or is not made in accordance with such federal and state lawsunable to locate a qualified successor Clearing Agency. (c) In order to preserve the exemption for resales and transfers provided by Rule 144A, the Issuer shall provide to any Holder of a Class A Note, Class B Note or Class C Note and any prospective purchaser designated by such Holder, upon request of such Holder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Note to be made pursuant to Rule 144A. The Note Registrar Servicer and the Indenture Trustee shall refuse cooperate with the Issuer in providing the Issuer such information regarding the Class A Notes, Class B Notes and Class C Notes, the Collateral and other matters regarding the Trust as the Issuer shall reasonably request to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from meet its obligations under the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state lawspreceding sentence. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon Upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained for such purposeCorporate Trust Office, the Issuer shall execute and the Indenture Trustee shall authenticate shall, subject to Section 2.3(a), authenticate, and deliver, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder)transferees, one or more new Notes of in authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (h) Every Note presented or surrendered for transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a Note. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.denomi

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there The Issuer shall cause to be maintained kept at the office of or agency to be maintained by a transfer agent and registrar appointed by the Issuer (the “Note Transfer Agent and Registrar”) ), a register (the “Note Register”) in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Transfer Agent and Registrar shall provide for the registration of the Notes of each Series of Notes (unless otherwise provided in the related Indenture Supplement) and of transfers and exchanges of the Notes as herein provided. The Indenture Trustee Deutsche Bank Trust Company Americas is hereby ▇▇▇▇▇▇ initially appointed (Transfer Agent and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose purposes of registering the Notes and transfers and exchanges of the Notes as herein provided. If Deutsche Bank Trust Company Americas shall be permitted to resign as Transfer Agent and Registrar upon thirty (30) days’ written notice to the Indenture Trustee; provided, however, that such resignation shall not be effective and Deutsche Bank Trust Company Americas shall continue to perform its duties as Transfer Agent and Registrar until the Indenture Trustee resigns or is removed in accordance has appointed a successor Transfer Agent and Registrar with the terms hereofwritten consent of the Issuer. If a Person other than the Indenture Trustee is appointed by the Issuer as the Transfer Agent and Registrar, the successor Issuer will give the Indenture Trustee prompt written notice of the appointment of such Transfer Agent and Registrar and of the location, and any change in the location, of the Transfer Agent and Registrar, and the Indenture Trustee shall immediately succeed have the right to its predecessor’s duties as inspect the Note Registrar, absent appointment Register at all reasonable times and to obtain copies thereof. An institution succeeding to the corporate agency business of the Transfer Agent and Registrar shall continue to be the Transfer Agent and Registrar without the execution or filing of any other bank paper or trust company to any further act as Note Registrar. (b) No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from on the registration and/or qualification requirements part of the Securities Act, regulations promulgated thereunder Indenture Trustee or such Transfer Agent and any applicable state securities laws, or is otherwise made in accordance with the Securities Act, regulations promulgated thereunder and such state securities lawsRegistrar. The Transfer Agent and Registrar shall maintain in The City of New York (and, if so specified in the related Indenture Supplement for any Series of Notes, any other city designated in such Indenture Supplement) an office or offices or agency or agencies where Notes shall may be transferable only upon the surrender of a Note surrendered for registration of transfer or exchange. The Transfer Agent and delivery Registrar initially designates DB Services Americas, Inc., MSJCK01-0218, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Shareholder Services for such purposes. The Transfer Agent and the duly completed and executed certification substantially in the form of Exhibit B-1 hereto and a duly completed and executed representation substantially the form of Exhibit B-2 hereto. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act, regulations promulgated thereunder or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note or interest. Any Holder desiring to effect a transfer of Notes or interests therein shall, and is hereby deemed to have agreed to, indemnify and hold harmless the Issuer, the Indenture Trustee and the Note Registrar against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (c) The Note Registrar shall refuse give prompt written notice to register any requested transfer unless it receives (and upon receipt, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified shall be restored to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar Issuer and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to Noteholders of any change in the effect that it has (i) sole investment discretion with respect to each location of such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note office or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon agency. Upon surrender for registration of transfer of any Note at the offices office or agency of the Note Registrar maintained for such purposeTransfer Agent and Registrar, if the requirements of Section 2.4(b) and Section 8-401(a) of the UCC are met, the Issuer shall execute and after the Issuer has executed, the Indenture Trustee shall authenticate and deliver(if the Transfer Agent and Registrar is different than the Indenture Trustee, then the Transfer Agent and Registrar shall) deliver to the Noteholder, in the name of the designated transferee or transferees (and, to the extent that only a portion of the transferring Holder’s Note Balance is being transferred, to the transferring Holder)transferees, one or more new Notes of Notes, in any authorized denominations, of the same Class and a like aggregate Note Balance of the surrendered Note. (g) principal amount. At the option of any HolderHolder of Registered Notes, its Registered Notes may be exchanged for other Registered Notes of a the same Series of Notes in authorized denominations of like aggregate Note Balance of the surrendered Notes principal amount, upon surrender of the Registered Notes to be exchanged at the offices any office or agency of the Note Transfer Agent and Registrar maintained for such purpose. Whenever any Notes of any Series of Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute and after the Issuer has executed, the Indenture Trustee shall authenticate and (if the Transfer Agent and Registrar is different than the Indenture Trustee, then the Transfer Agent and Registrar shall) deliver to the Notes of a like aggregate Note Balance of Noteholder, the surrendered Notes which the Holder Noteholder making the exchange is entitled to receive. (h) . All Notes issued upon any registration of transfer or exchange of the Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under the Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange shall be (if so required by the Note Registrari) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar Issuer and the Indenture Trustee duly executed by, the Holder thereof or its such ▇▇▇▇▇▇’s attorney duly authorized in writing, unless otherwise provided in the related Indenture Supplement, with a medallion signature guarantee, and (ii) accompanied by such other documents as the Indenture Trustee may require. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g.preceding provisions of this Section 2.4 notwithstanding, the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program Indenture Trustee or the New York Stock ExchangeTransfer Agent and Registrar, Inc. Medallion Signature Program). as the case may be, shall not be required to register the transfer or exchange of any Note of any Series of Notes for a period of fifteen (i15) No days preceding the due date for any payment in full of the Notes of such Series. Unless otherwise provided in the related Indenture Supplement, no service charge shall be imposed made for any registration of transfer or exchange of Notes, but the Indenture Trustee or the Note Transfer Agent and Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) . All Notes surrendered for registration of transfer and exchange shall be physically canceled by the Note Transfer Agent and Registrar and disposed of in a manner satisfactory to the Indenture Trustee. The Indenture Trustee shall cancel and destroy any Global Notes upon its exchange in full for Definitive Notes. The Issuer shall execute and deliver to the Indenture Trustee or the Transfer Agent and Registrar, as applicable, Registered Notes in such amounts and at such times as are necessary to enable the Indenture Trustee to fulfill its responsibilities under the Indenture and the Note Notes. Neither the Indenture Trustee nor the Transfer Agent and Registrar shall dispose have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depository participants or beneficial owners of interests in any Global Note) other than to require delivery of such canceled Notes in accordance certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, the Indenture, and to examine the same to determine substantial compliance as to form with its standard proceduresthe express requirements hereof. The Indenture Trustee, the Transfer Agent and Registrar and the Paying Agent shall have no responsibility for any actions taken or not taken by the Depository. (kb) The Note Registrar shall provide Unless otherwise provided in the related Indenture Supplement, registration of transfer of Registered Notes containing a legend relating to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense restrictions on transfer of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee such Registered Notes (which legend shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information be set forth in the Note Register. (lIndenture Supplement relating to such Notes) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that effected only if the Note Registrar or the conditions set forth in such related Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a NoteSupplement are satisfied. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.

Registration of Transfer and Exchange of Notes. (a) At all times during the term of this Indenture, there The Note Registrar shall be maintained at the office of maintain a registrar appointed by the Issuer (the “Note Registrar”) a register (the “Note Register”) Register in which, subject to such reasonable regulations as the Note Registrar it may prescribe, the Note Registrar shall provide for the registration of the Notes and of transfers and exchanges of Notes thereof as herein providedprovided in this Agreement. The Indenture Trustee is hereby initially appointed (and hereby agrees to act in accordance with the terms hereof) as Note Registrar for the purpose of registering the Notes and transfers and exchanges of Notes thereof as herein providedprovided in this Agreement. If In the Indenture Trustee resigns or is removed in accordance with event that, subsequent to the terms hereofClosing Date, the successor Indenture Trustee shall immediately succeed to its predecessor’s duties as Note Registrar, absent appointment of any other bank or trust company notifies the Servicer that it is unable to act as Note Registrar, the Servicer shall appoint another bank or trust company, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Note Registrar under this Agreement. (b) Upon surrender for registration of transfer of any Note at the Corporate Trust Office, the Issuer shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes in authorized denominations of a like aggregate principal amount. (c) Notes may be exchanged for other Notes of authorized denominations of a like aggregate principal amount, at the option of the related Noteholder upon surrender of the Note to be exchanged at any such office or agency. Whenever any Note is so surrendered for exchange, the Issuer shall execute and the Trustee shall authenticate and deliver the Note that the Noteholder making the exchange is entitled to receive. Every Note presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Note Registrar duly executed by the Noteholder thereof or its attorney duly authorized in writing. (d) No transferservice or other charge shall be made for any registration of transfer or exchange of Notes by the Trustee or the Servicer, salebut the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Notes. (e) Any Notes surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed by the Trustee. (f) Each purchaser of a Note or of a beneficial interest therein shall be deemed to have represented and warranted, by accepting such Note or beneficial interest as follows: (i) it is acquiring the Notes for its own account or for an account with respect to which it exercises sole investment discretion, and that it or such account is a Qualified Institutional Buyer or an Accredited Investor acquiring the Notes for investment purposes and not for distribution; (ii) it acknowledges that the Notes have not been registered under the Securities Act and may not be sold except as permitted below; (iii) it understands and agrees that such Notes are being offered only in a transaction not involving any public offering within the meaning of the Securities Act, such Notes may be resold, pledge or other disposition transferred only (1) to a person who has certified that it is a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (2) to an institution that is an Accredited Investor who has certified to the Issuer and the Trustee that such transferee is an institutional Accredited Investor; (iv) it understands that the notification requirements referred to in clause (iii) above will be satisfied by virtue of the fact that the following legend will be placed on the Notes, unless otherwise agreed by the Issuer: "THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN THE INDENTURE AND SERVICING AGREEMENT UNDER WHICH THIS NOTE IS ISSUED (A COPY OF WHICH IS AVAILABLE FROM THE TRUSTEE UPON REQUEST)." (v) it (x) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Notes; and (y) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and (vi) it understands that the Issuer, the Placement Agent, and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations, warranties and agreements and agrees that if any of the acknowledgments, representations, warranties and agreements deemed to have been made by it by its purchase of the Notes are no longer accurate, it shall promptly notify the Issuer and the Placement Agent. If it is acquiring the Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgments, representations, warranties and agreements on behalf of each such account. (g) No transfer of any Note or interest therein Notes shall be made unless that transfer, sale, pledge or other disposition transfer is exempt from the made pursuant to an effective registration and/or qualification requirements of statement under the Securities Act, regulations promulgated thereunder and any effective registration or qualification under applicable state securities laws, or is otherwise made in accordance a transaction that does not require such registration or qualification. If such a transfer is made without registration under the Securities Act (other than in connection with the Securities Actinitial issuance thereof by the Issuer, regulations promulgated thereunder the Placement Agent or the initial purchasers), then the Note Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a certificate from the Noteholder desiring to effect such state securities laws. The Notes shall be transferable only upon the surrender of a Note for registration of transfer and delivery and the duly completed and executed certification substantially in the form of attached as Exhibit B-1 hereto D-1 hereto, and a duly completed and executed representation certificate from such Noteholder's prospective transferee substantially in the form attached as either Exhibit D-2 hereto or as Exhibit D-3 hereto; or (ii) an Opinion of Exhibit B-2 heretoCounsel reasonably satisfactory to the Note Registrar to the effect that such transfer may be made without registration under the Securities Act (which Opinion of Counsel shall not be an expense of the Trust Estate or of the Issuer, the Servicer, the Trustee or the Note Registrar in their respective capacities as such), together with the written certification(s) as to the facts surrounding such transfer from the Noteholder desiring to effect such transfer and/or such Noteholder's prospective transferee on which such Opinion of Counsel is based. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any the Notes under the Securities Act, regulations promulgated thereunder Act or any other securities law or to take any action not otherwise required under this Indenture Agreement to permit the transfer of any Note without registration or interestqualification. Any Holder of a Note desiring to effect such a transfer of Notes or interests therein shall, and is hereby upon acquisition of such a Note shall be deemed to have agreed to, indemnify and hold harmless the IssuerTrustee, the Indenture Trustee and the Note Registrar and the Issuer against costs, damages, or any other liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. In connection with the transfer of the Notes, the Issuer shall furnish upon request of a Noteholder to such Holder and any prospective purchaser designated by such Noteholder the information required to be delivered under paragraph (d)(4) of Rule 144A of the Securities Act. (ch) The Note Registrar shall refuse to register any requested transfer unless it receives (and upon receiptTo the extent permitted under applicable law, may conclusively rely upon) a certification from the transferring Holder in substantially the form of Exhibit B-1 hereto, and a representation letter from the transferee, in substantially the form of Exhibit B-2 hereto, and shall have no duty to determine whether such transfer is so exempt or complies with such federal and state laws. (d) Any purported transfer of a Note to a Person that does not comply with the requirements of this Section 2.04 will be null and void ab initio and the transferor (or the last preceding Holder of such Note (or interest therein)) that was not so disqualified Trustee shall be restored under no liability to all rights as a Holder thereof retroactively to the date of transfer of such Note by such disqualified transferee. None of the Indenture Trustee, the Note Registrar or any other Person shall be obligated to register or otherwise recognize such purported transfer of a Note that does not comply with the requirements of this Section 2.04. Without limiting the express obligations of the Note Registrar and Indenture Trustee otherwise set forth in this Section 2.04, nothing herein shall impose an affirmative duty on the Note Registrar or Indenture Trustee to investigate or make other inquiries as to whether a purported transferee has complied with the requirements set forth in this Section 2.04. (e) If a Person is acquiring for any Note or interest therein as a fiduciary or agent for one or more accounts, such Person shall be required to deliver to the Note Registrar a certification to the effect that it has (i) sole investment discretion with respect to each such account and (ii) full power to make the foregoing acknowledgments, representations, warranties, certifications and agreements with respect to each such account as set forth in this Section 2.04 (and upon receipt, the Note Registrar may conclusively rely upon such certification) and shall have no duty to determine whether the Person acquiring such Note or interest therein is such a fiduciary or agent, or has such discretion or power, as the case may be. (f) Subject to the preceding provisions of this Section 2.04, upon surrender for registration of transfer of any Note at the offices of the Note Registrar maintained that is in fact not permitted by this Section 5.03 or for such purpose, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in the name of the designated transferee or transferees (and, making any payments due to the extent that only a portion Noteholder thereof or taking any other action with respect to such Noteholder under the provisions of this Agreement so long as the transferring Holder’s Note Balance is being transferred, to the transferring Holder), one or more new Notes of authorized denominations, of a like aggregate Note Balance of the surrendered Note. (g) At the option of any Holder, its Notes may be exchanged for other Notes of a like aggregate Note Balance of the surrendered Notes upon surrender of the Notes to be exchanged at the offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered for exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver the Notes of a like aggregate Note Balance of the surrendered Notes which the Holder making the exchange is entitled to receive. (h) Every Note presented or surrendered for transfer or exchange shall (if so required was registered by the Note Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or its attorney duly authorized in writing. The Note Registrar may require any Holder, among other things, to furnish any appropriate endorsements and transfer documents, and to have signatures guaranteed by an “eligible guarantor institution” that is a member or participant in a recognized “signature guarantee program” (e.g., the securities Transfer Agents Medallion Program, the Stock Exchange Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program). (i) No service charge shall be imposed for any transfer or exchange of Notes, but the Indenture Trustee or the Note Registrar may require payment from the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes. (j) All Notes surrendered for transfer and exchange shall be physically canceled by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance with its standard procedures. (k) The Note Registrar shall provide to the Issuer or the Indenture Trustee, upon reasonable prior written request, and at the expense of the Issuer, an updated copy of the Note Register. The Issuer and the Indenture Trustee shall have the right to obtain a copy thereof within a reasonable amount of time after receipt of notice by the Note Registrar, and to rely conclusively upon a certificate of the Note Registrar as to the information set forth in the Note Register. (l) Neither the Note Registrar nor the Indenture Trustee shall be under any duty to monitor or determine compliance with any federal, state or other securities or tax laws that may be applicable; provided, however, that the Note Registrar or the Indenture Trustee, as the case may be, shall be under a duty to receive and to examine to determine whether the certificate in substantially the form of Exhibit B-1 or the representation letter in substantially the form of Exhibit B-2 specifically required by the express terms requirements of this Section 2.04 has been delivered to the Note Registrar or the Indenture Trustee as a requirement of the registration of a transfer of a NoteAgreement. (m) The Note Registrar shall be entitled to all of the protections, privileges, limitations on liability, rights of reimbursement and indemnities that the Indenture Trustee is entitled to hereunder as fully as if it were the Indenture Trustee.