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

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES(a) The Issuer shall cause to be kept at the Corporate Trust Office a register (the “Note Register”) for the registration, transfer and exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. The Notes are issuable as registered notes without coupons in denominations transferable or exchangeable only upon the surrender of such Note to the Note Registrar at least $100,000the Corporate Trust Office together with an assignment and transfer (executed by the Noteholder or his duly authorized attorney), except as may be necessary subject to reflect any principal amount not evenly divisible by $100,000the applicable requirements of this Section 2.4. The Company shall keep at its principal office a register in which Upon request of the Company Indenture Trustee, the Note Registrar shall provide for the registration Indenture Trustee with the names and addresses of Notes and of transfers of Notes. the Noteholders. (b) Upon surrender for registration of transfer of any Note at Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of denomination as the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer shall be canceled and subsequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person as the transferring Noteholder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange bore of Notes shall be entitled to the unpaid principal amount of same benefits under this Indenture as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. (c) The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any state. Every No resale or transfer of any Note surrendered may be made unless such resale or transfer is made in accordance with this Indenture and only if (i) in the United States to a person whom the transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A) that is purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A as certified by the transferee (other than the Agent) in a letter in the form of Exhibit B hereto, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available) or (iii) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iii) in accordance with any applicable securities laws of any state of the United States. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Notes from it of the resale restrictions described herein. None of the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes under the Securities 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. (d) No resale or other transfer of any Note may be made to any transferee unless (i) such transferee is not, and will not acquire such Note on behalf or with the assets of, any Benefit Plan or (ii) no “prohibited transaction” under ERISA or section 4975 of the Code or Similar Law that is not subject to a statutory, regulatory or administrative exemption will occur in connection with purchaser’s or such transferee’s acquisition or holding of such Note. In addition, the Notes may not be purchased by or transferred to any Benefit Plan or person acting on behalf of or with assets of any Benefit Plan, unless it represents that it is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Issuer, the Depositor, the Originators, the Servicer, the Indenture Trustee, the Owner Trustee, the Administrator, the Paying Agent, the Custodian, the Backup Servicer, the Lockbox Bank or the Agent, or by any affiliate of any such person. In addition to the applicable provisions of this Section 2.4, the exchange, transfer and registration of transfer of Notes shall only be made in accordance with Section 2.4(c) and this Section 2.4(d). (e) No fee or service charge shall be imposed by the Note Registrar for its services in respect of any registration of transfer or exchange shall be duly endorsedreferred to in this Section 2.4. The Note Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or be accompanied by a written instrument other governmental charge payable in connection with any such transfer. (f) None of the Issuer, the Indenture Trustee, the Servicer or the Note Registrar is obligated to register or qualify the Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer duly executed, by the holder of such Note Notes without registration or such holder's attorney duly authorized in writingqualification. Any such Noteholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Issuer, the Indenture Trustee, the Servicer and the Note Registrar against any loss, liability or expense that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (g) The Servicer agrees to cause the Issuer, and the Issuer agrees to provide, such information as required under Rule 144A under the Securities Act so as to allow resales of Notes issued to “qualified institutional buyers” (as defined therein) in exchange for any Note accordance herewith. (h) The Notes represent the sole obligation of the Issuer payable from the Trust Estate and do not represent the obligations of the Originators, the Servicer, the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee, the Administrator or upon the Custodian. (i) Notwithstanding anything in this Section 2.4 or elsewhere in this Indenture or the Notes, the transfer thereof restrictions described herein shall carry apply only to the Noteholders and shall not apply to the Purchasers whose rights to unpaid interest and interest to accrue which were carried transfer interests in the Notes are governed solely by Section 8 of the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated NoteFunding Agreement.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company Administrative Agent agrees with the Borrower that the Administrative Agent shall keep at its principal office a register (herein sometimes referred to as the "Note Register") in which the Company provision shall provide be made for the registration of Notes and the registration of transfers of Notes. Upon Prior to the due presentment for registration of the transfer of any Note, the Borrower and the Administrative Agent shall deem and treat the Person in whose name such Note is registered on the Note Register as the absolute owner of such Note, and the Lender for the purpose of receiving payment of all amounts payable with respect to such Note, and for all other purposes whether or not such Note is overdue, and neither the Borrower nor the Administrative Agent shall be affected by notice to the contrary. The Note Register shall be kept at the office of the Administrative Agent or at the office of any successor Administrative Agent, and the Administrative Agent is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Subject to Section 24(c) hereof, upon surrender for registration of transfer of any Note at the principal office Payment Office and upon delivery by the Administrative Agent to the Borrower of such surrendered Note, the Borrower shall execute, and the Administrative Agent shall deliver, in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any NoteLender, such Note its Notes may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note Notes to be exchanged at the Payment Office. Each new Note issued upon transfer or exchange shall be in a principal office amount of at least $5,000,000 (except as may be necessary to evidence the Companyentire outstanding principal amount of a Note) and dated the Delivery Date. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, Borrower shall execute and deliver the Notes which the holder Lender making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note All Notes issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore of Notes shall be the valid obligations of the Borrower evidencing the same respective obligations, and entitled to the unpaid principal amount of same security and benefits under the Mortgage, as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange exchange, shall (if so required by the Administrative Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Administrative Agent duly executed, executed by the holder of such Note Lender or such holder's its attorney duly authorized in writing, and the Administrative Agent may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state. Any The Administrative Agent shall make a notation on each new Note or Notes issued in exchange for any of the amount of all payments of principal previously made on the old Note or upon Notes with respect to which such new Note is issued and the date to which interest accrued on such old Note or Notes has been paid. The Administrative Agent shall not be required to register the transfer thereof of or exchange any surrendered Notes as above provided during the five calendar day period preceding the due date of any payment on such Notes. The Administrative Agent shall carry give the rights Borrower and the Lenders notice of each transfer of a Note under this Section 10(c). Any such transferee of a Note, by its acceptance of a Note, agrees to unpaid interest the provisions of the Operative Documents applicable to the Lenders, and interest shall be deemed to accrue which were carried have covenanted to the parties to the Operative Documents as to the matters covenanted by the original Lender therein; provided that no transferee of a Note so exchanged or transferred, so that neither gain nor loss shall be entitled to receive any greater amount pursuant to Section 10(h) of interest shall result from any such transfer or exchange. Upon receipt of written notice from this Agreement than the holder of any Note of the loss, theft, destruction or mutilation transferor of such Note and, in the case of any would have been entitled to receive had no such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Notetransfer occurred.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable only as registered notes Notes without coupons in denominations the denomination of $100,000 or any multiple or any fraction thereof at least $100,000the sole discretion of the Company. Each Note shall bear the following restrictive legend: "These securities have not been registered under the Securities Act of 1933, except as amended, and may be necessary offered and sold or otherwise transferred only if registered pursuant to reflect any principal amount not evenly divisible by $100,000. the provisions of that Act or if an exemption from registration is available." The Company Bank shall keep at its principal corporate trust office a register in which the Company Bank shall provide for the registration of Notes and of transfers transfer of Notes. Upon surrender for registration of transfer of any Note at the principal such office of the CompanyBank, the Company shallshall execute, at its expensepursuant to Section 2 hereof, execute and deliver mail by first class mail to the Bank, and the Bank shall authenticate, pursuant to Section 3 hereof, and mail by first class mail to the designated transferee, or transferees, one or more new Notes of like tenor and of a like in an aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion amount equal to the unpaid principal amount of such new surrendered Note, registered in the name of the designated transferee or transferees. Every Note as the prepayment of principal payable on such date on the Note presented or surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's his attorney duly authorized in writing. Notwithstanding the preceding, the Notes may not be transferred without an effective registration statement under the Securities Act of 1933 covering the Notes or an opinion of counsel satisfactory to the Company and its counsel that such registration is not necessary under the Securities Act of 1933 (the "Securities Act"). At the option of the owner of any Note, such Note may be exchanged for other Notes of any authorized denominations, in an aggregate principal amount equal to the unpaid principal amount of such surrendered Note, upon surrender of the Note to be exchanged at the principal corporate trust office of the Bank; provided, however, that any exchange for denominations other than $100,000 or an integral multiple thereof shall be at the sole discretion of the Company. Whenever any Note is so surrendered for exchange, the Company shall execute, pursuant to Section 2 hereof, and deliver to the Bank, and the Bank shall authenticate, pursuant to Section 3 hereof, and mail by first class mail to the designated transferee, or transferees, the Note or Notes which the Note owner making the exchange is entitled to receive. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry be dated the rights date to unpaid which interest has been paid on such Note surrendered for exchange or transfer, and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such exchange or transfer. In addition, each Note issued upon such exchange or transfer or exchange. Upon receipt of written notice from shall bear the holder of any Note of the loss, theft, destruction or mutilation of such Note and, restrictive legend set forth above unless in the case opinion of any counsel to the Company, such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in legend is not required to ensure compliance with the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated NoteSecurities Act.

Registration, Transfer and Exchange of Notes. LOST NOTES(a) The Issuer shall cause to be kept at the Corporate Trust Office a register (the “Note Register”) for the registration, transfer and exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided, however, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Noteholder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Issuer, the Indenture Trustee or the Servicer, the Note Registrar shall provide the Issuer, the Indenture Trustee or the Servicer, as applicable, with the names and addresses of the Noteholders. The Notes are issuable as intended to be obligations in registered notes without coupons in denominations form for purposes of at least $100,000Section 163(f), except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office a register in which Section 871(h)(2) and Section 881(c)(2) of the Company shall provide for the registration of Notes and of transfers of Notes. Code. (b) Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer shall be canceled and consequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person and in the form of Definitive Notes in one of the appropriate forms as the transferring Noteholder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange bore of Notes shall be entitled to the unpaid principal amount of same benefits under this Indenture as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. (c) The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any state. Every No resale or transfer of any Note surrendered or any interest therein may be made unless such resale or transfer is made pursuant to an effective registration statement under the Securities Act and an effective registration or a qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification because such transfer satisfies one of the following: (i) such resale or transfer is in compliance with Rule 144A under the Securities Act to a person who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such resale or 10 transfer is being made in reliance upon Rule 144A under the Securities Act (or, on the Closing Date, Institutional Accredited Investors) as certified by such transferee (other than the Initial Purchasers and their respective initial transferees) in a letter in the form of Exhibit B hereto; (ii) such resale or transfer is in compliance with Regulation S under the Securities Act as certified by such transferee (other than the Initial Purchasers and their respective initial transferees) in a letter in the form of Exhibit B hereto; or (iii) after the appropriate holding period, such resale or transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act, in each case, in accordance with any applicable securities laws of any state of the United States and any other applicable jurisdiction. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Notes from it of the resale restrictions described herein. None of the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes under the Securities 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. (d) In addition to the applicable provisions of this Section 2.4 and the rules of the Depository, the exchange, transfer and registration of transfer of Global Notes or exchange interests therein shall only be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized made in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Noteaccordance with this Section 2.4(d).

Registration, Transfer and Exchange of Notes. LOST NOTESThe Company will keep at its principal executive office a note register in which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), it will provide for the registration and transfer of this Note. This Note may not be sold, transferred, pledged or hypothecated unless the proposed transaction does not require registration or qualification under the Securities Act or an applicable state securities or blue sky law or unless an exemption from such registration is available. The Notes are issuable transferor of this Note shall be required to deliver an opinion as registered notes without coupons to the applicable exception in denominations connection with any such transfer. The transferee of at least $100,000, except as may this Note shall be necessary required to reflect any principal amount not evenly divisible by $100,000deliver an acknowledgement of Section 2.3. The Company shall keep at its principal office a not be required to register in which any transfer of this Note if the Company shall provide reasonably believes such transferee would not be approved as a transferee by the relevant Gaming Authority. The Holder of this Note, at such Holder's option, may surrender the same for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note or exchange either at the principal executive office of the CompanyCompany or at the place of payment named herein, accompanied in the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and case of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied assignment by a written instrument of transfer or assignment in form satisfactory to the Company duly executed, executed by the holder of registered Holder thereof or by such Note or such holderHolder's attorney duly authorized in writing. Any In case any Holder shall so request the transfer, assignment or exchange of this Note, the Company, at its expense, will execute and deliver (in each case insured to your reasonable satisfaction) in exchange therefor one or more new Notes, as may be requested by such Holder, in the same aggregate unpaid principal amount as the aggregate unpaid principal amount of the Note or Notes so surrendered. Any Note issued in exchange for any other Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that and neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt Notwithstanding the foregoing, Notes may not be issued in denominations of written notice from less than $50,000 (except if the holder entire outstanding principal balance of the Notes of such Holder is less than $50,000, in which case one Note for the entire outstanding principal amount of the Notes of such Holder may be issued). The Company and any agent of the Company may treat the Holder in whose name any Note of is registered as the loss, theft, destruction or mutilation owner of such Note andfor the purpose of receiving payment of the principal of and premium (if any) and interest on such Note and for all other purposes whatsoever, in whether or not such Note be overdue. Notwithstanding anything contained herein to the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Notecontrary, the Company will make and deliver a new Note, provisions of like tenor, this Section 5 shall not apply in lieu connection with any of the lost, stolen, destroyed or mutilated Notetransactions contemplated by the HG Note Assignment.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company Administrative Agent agrees with the Borrower that the Administrative Agent shall keep at its principal office a register (herein sometimes referred to as the "Note Register") in which the Company provision shall provide be made for the registration of Notes of each Series and the registration of transfers of NotesNotes of such Series. Upon Prior to the due presentment for registration of the transfer of any Note, the Borrower and the Administrative Agent shall deem and treat the person in whose name such Note is registered on the Note Register as the absolute owner of such Note, and the Lender for the purpose of receiving payment of all amounts payable with respect to such Note, and for all other purposes whether or not such Note is overdue, and neither the Borrower nor the Administrative Agent shall be affected by notice to the contrary. The Note Register shall be kept at the office of the Administrative Agent or at the office of any successor Administrative Agent, and the Administrative Agent is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Subject to Section 24(c) hereof, upon surrender for registration of transfer of any Note of any Series at the principal office Payment Office and upon delivery by the Administrative Agent to the Borrower of such surrendered Note, the Borrower shall execute, and the Administrative Agent shall deliver, in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transfereesamount and Series. At the option of the holder Lender, its Notes of any Note, such Note Series may be exchanged for other Notes of like tenor and such Series of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note Notes to be exchanged at the Payment Office. Each new Note issued upon transfer or exchange shall be in a principal office amount of at least $5,000,000 (except as may be necessary to evidence the entire outstanding principal amount of a Note) and dated the Delivery Date of the CompanyAircraft of the related Series. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, Borrower shall execute and deliver the Notes which the holder Lender making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note All Notes issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore of Notes shall be the valid obligations of the Borrower evidencing the same respective obligations, and entitled to the unpaid principal amount of same security and benefits under the Mortgage, as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange exchange, shall (if so required by the Administrative Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Administrative Agent duly executed, executed by the holder of such Note Lender or such holder's its attorney duly authorized in writing, and the Administrative Agent may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state. Any The Administrative Agent shall make a notation on each new Note or Notes issued in exchange for any of the amount of all payments of principal previously made on the old Note or upon Notes with respect to which such new Note is issued and the date to which interest accrued on such old Note or Notes has been paid. The Administrative Agent shall not be required to register the transfer thereof of or exchange any surrendered Notes as above provided during the five calendar day period preceding the due date of any payment on such Notes. The Administrative Agent shall carry give the rights Borrower and the Lenders notice of each transfer of a Note under this Section 10(c). Any such transferee of a Note, by its acceptance of a Note, agrees to unpaid interest the provisions of the Operative Documents applicable to the Lenders, and interest shall be deemed to accrue which were carried have covenanted to the parties to the Operative Documents as to the matters covenanted by the original Lender therein; provided that no transferee of a Note so exchanged or transferred, so that neither gain nor loss shall be entitled to receive any greater amount pursuant to Section 10(h) of interest shall result from any such transfer or exchange. Upon receipt of written notice from this Agreement than the holder of any Note of the loss, theft, destruction or mutilation transferor of such Note and, in the case of any would have been entitled to receive had no such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Notetransfer occurred.

Registration, Transfer and Exchange of Notes. LOST NOTES. (a) The Notes are issuable as registered notes without coupons in denominations of Issuer shall cause to be kept at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office the Corporate Trust Office a register in which (the Company shall provide “Note Register”) for the registration of Notes registration, transfer and of transfers exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided, however, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Noteholder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Issuer, the Indenture Trustee or the Servicer, the Note Registrar shall provide the Issuer, the Indenture Trustee or the Servicer, as applicable, with the names and addresses of the Noteholders. (b) Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer shall be canceled and consequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person and in the form of Definitive Notes in one of the appropriate forms as the transferring Noteholder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange bore of Notes shall be entitled to the unpaid principal amount of same benefits under this Indenture as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. (c) The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any state. Every No resale or transfer of any Note surrendered or any interest therein may be made unless such resale or transfer is made pursuant to an effective registration statement under the Securities Act and an effective registration or a qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification because such transfer satisfies one of the following: (i) such resale or transfer is in compliance with Rule 144A under the Securities Act to a person who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such resale or transfer is being made in reliance upon Rule 144A under the Securities Act (or, on the Closing Date, Institutional Accredited Investors) as certified by such transferee (other than the Initial Purchasers and their respective initial transferees) in a letter in the form of Exhibit B hereto; (ii) such resale or transfer is in compliance with Regulation S under the Securities Act as certified by such transferee (other than the Initial Purchasers and their respective initial transferees) in a letter in the form of Exhibit B hereto; or (iii) after the appropriate holding period, such resale or transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act, in each case, in accordance with any applicable securities laws of any state of the United States and any other applicable jurisdiction. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Notes from it of the resale restrictions described herein. None of the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes under the Securities 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. (d) In addition to the applicable provisions of this Section 2.4 and the rules of the Depository, the exchange, transfer and registration of transfer of Global Notes or exchange interests therein shall only be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized made in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Noteaccordance with this Section 2.4(d).

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. (a) The Company shall keep at its principal office a register in which shall be entered the Company shall provide for names and addresses of the registration registered holders of Notes issued by it and particulars of the respective Notes held by them and of all transfers of such Notes. Upon surrender for registration References to the "holder" or "holder of transfer record" of any Note shall mean the payee thereof unless the payee shall have presented such Note to the Company for transfer and the transferee shall have been entered in said register as a subsequent holder, in which case the terms shall mean such subsequent holder. The ownership of any of the Notes shall be proven by such register. (b) The holder of any of the Notes may at the principal any time and from time to time prior to maturity or prepayment thereof in full surrender any Note held by it for exchange or transfer at said office of the Company. Within a reasonable time thereafter and without expense (other than transfer taxes, if any) to such holder, the Company shallshall issue, at its expense, execute and deliver one in exchange therefor another Note or more new Notes of like tenor and of a like Notes, dated the date to which interest has been paid on the surrendered Note, for the same aggregate principal amountamount as the unpaid principal amount of the Note or Notes so surrendered, having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note or Note so surrendered. Each such new Note shall be in the denominations and registered in the name of such transferee person or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note persons as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any surrendered Note or Notes may designate in writing, and such exchange shall be made in a manner such that no additional or lesser amount of principal or interest shall result. The Company will pay shipping and insurance charges, from and to each holder's principal office, involved in the exchange or transfer of any Note. (c) Each Note issued hereunder, whether originally or in exchange for any Note substitution for, or upon transfer or exchange of, any Note shall be registered on the date of execution thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Company. The registered holder of record shall be deemed to be the owner of the Note so exchanged or transferred, so that neither gain nor loss for all purposes of interest shall result from any such transfer or exchangethis Agreement. Upon receipt of written notice from All notices given hereunder to the holder of any Note of the loss, theft, destruction or mutilation of such Note and, record shall be deemed validly given if given in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or manner specified in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated NoteSection 16 hereof.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, 1,000,000 except as may be necessary to reflect any principal amount not evenly divisible by $100,000l,000,000; provided, however, that no such minimum denomination shall apply to Notes issued to, or issued upon transfer by any holder of the Notes to, Prudential or one or more Prudential Affiliates or accounts managed by Prudential or Prudential Affiliates or to any other entity or group of affiliates with respect to which the Notes so issued or transferred shall be managed by a single entity. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment installment of principal payable on each prepayment installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment installment or prepayments installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,0001,000,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,0001,000,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment installment of principal payable on each prepayment installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment installment or prepayments installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES(a) The Issuer shall cause to be kept at the Corporate Trust Office a register (the “Note Register”) for the registration, transfer and exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided, however, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Noteholder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Issuer, the Indenture Trustee or the Servicer, the Note Registrar shall provide the Issuer, the Indenture Trustee or the Servicer, as applicable, with the names and addresses of the Noteholders. The Notes are issuable as intended to be obligations in registered notes without coupons in denominations form for purposes of at least $100,000Section 163(f), except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office a register in which Section 871(h)(2) and Section 881(c)(2) of the Company shall provide for the registration of Notes and of transfers of Notes. Code. (b) Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer shall be canceled and consequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person and in the form of Definitive Notes in one of the appropriate forms as the transferring Noteholder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange bore of Notes shall be entitled to the unpaid principal amount of same benefits under this Indenture as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. (c) The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any state. Every No resale or transfer of any Note surrendered or any interest therein may be made unless such resale or transfer is made pursuant to an effective registration statement under the Securities Act and an effective registration or a qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification because such transfer satisfies one of the following: (i) such resale or transfer is in compliance with Rule 144A under the Securities Act to a person who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such resale or transfer is being made in reliance upon Rule 144A under the Securities Act (or, on the Closing Date, Institutional Accredited Investors) as certified by such transferee (other than the Initial Purchasers and their respective initial transferees) in a letter in the form of Exhibit B hereto; (ii) such resale or transfer is in compliance with Regulation S under the Securities Act as certified by such transferee (other than the Initial Purchasers and their respective initial transferees) in a letter in the form of Exhibit B hereto; or (iii) after the appropriate holding period, such resale or transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act, in each case, in accordance with any applicable securities laws of any state of the United States and any other applicable jurisdiction. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Notes from it of the resale restrictions described herein. None of the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes under the Securities 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. (d) In addition to the applicable provisions of this Section 2.4 and the rules of the Depository, the exchange, transfer and registration of transfer of Global Notes or exchange interests therein shall only be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized made in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Noteaccordance with this Section 2.4(d).

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,0001,000,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,0001,000,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES(a) The Issuer shall cause to be kept at the Corporate Trust Office a register (the “Note Register”) for the registration, transfer and exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. The Notes are issuable as registered notes without coupons in denominations transferable or exchangeable only upon the surrender of such Note to the Note Registrar at least $100,000the Corporate Trust Office together with an assignment and transfer (executed by the Noteholder or his duly authorized attorney), except as may be necessary subject to reflect any principal amount not evenly divisible by $100,000the applicable requirements of this Section 2.4. The Company shall keep at its principal office a register in which Upon request of the Company Indenture Trustee, the Note Registrar shall provide for the registration Indenture Trustee with the names and addresses of Notes and of transfers of Notes. the Noteholders. (b) Upon surrender for registration of transfer of any Note at Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of denomination as the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer shall be canceled and subsequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person as the transferring Noteholder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange bore of Notes shall be entitled to the unpaid principal amount of same benefits under this Indenture as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. (c) The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any state. Every No resale or transfer of any Note surrendered may be made unless such resale or transfer is made in accordance with this Indenture and only if (i) in the United States to a person whom the transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A) that is purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A as certified by the transferee (other than the Funding Agents) in a letter in the form of Exhibit B hereto, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available) or (iii) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iii) in accordance with any applicable securities laws of any state of the United States. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Notes from it of the resale restrictions described herein. None of the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes under the Securities 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. (d) No resale or other transfer of any Note may be made to any transferee unless (i) such transferee is not, and will not acquire such Note on behalf or with the assets of, 9 any Benefit Plan or (ii) no “prohibited transaction” under ERISA or section 4975 of the Code or Similar Law that is not subject to a statutory, regulatory or administrative exemption will occur in connection with purchaser’s or such transferee’s acquisition or holding of such Note. In addition, the Notes may not be purchased by or transferred to any Benefit Plan or person acting on behalf of or with assets of any Benefit Plan, unless it represents that it is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Issuer, the Depositor, the Originators, the Servicer, the Indenture Trustee, the Owner Trustee, the Administrator, the Paying Agent, the Custodian, the Backup Servicer, the Lockbox Bank or the Funding Agents, or by any affiliate of any such person. In addition to the applicable provisions of this Section 2.4, the exchange, transfer and registration of transfer of Notes shall only be made in accordance with Section 2.4(c) and this Section 2.4(d). (e) No fee or service charge shall be imposed by the Note Registrar for its services in respect of any registration of transfer or exchange shall be duly endorsedreferred to in this Section 2.4. The Note Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or be accompanied by a written instrument other governmental charge payable in connection with any such transfer. (f) None of the Issuer, the Indenture Trustee, the Servicer or the Note Registrar is obligated to register or qualify the Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer duly executed, by the holder of such Note Notes without registration or such holder's attorney duly authorized in writingqualification. Any such Noteholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Issuer, the Indenture Trustee, the Servicer and the Note Registrar against any loss, liability or expense that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (g) The Servicer agrees to cause the Issuer, and the Issuer agrees to provide, such information as required under Rule 144A under the Securities Act so as to allow resales of Notes issued to “qualified institutional buyers” (as defined therein) in exchange for any Note accordance herewith. (h) The Notes represent the sole obligation of the Issuer payable from the Trust Estate and do not represent the obligations of the Originators, the Servicer, the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee, the Administrator or upon the Custodian. (i) Notwithstanding anything in this Section 2.4 or elsewhere in this Indenture or the Notes, the transfer thereof restrictions described herein shall carry apply only to the Noteholders and shall not apply to the Purchasers whose rights to unpaid interest and interest to accrue which were carried transfer interests in the Notes are governed solely by Section 8 of the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated NoteFunding Agreement.

Registration, Transfer and Exchange of Notes. LOST NOTES. (a) The Notes are issuable as registered notes without coupons in denominations of Issuer shall cause to be kept at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office the Corporate Trust Office a register in which (the Company shall provide “Note Register”) for the registration of Notes registration, transfer and of transfers exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided, however, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Noteholder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Issuer, the Indenture Trustee or the Servicer, the Note Registrar shall provide the Issuer, the Indenture Trustee or the Servicer, as applicable, with the names and addresses of the Noteholders. (b) Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer shall be canceled and consequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person as the transferring Noteholder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange bore of Notes shall be entitled to the unpaid principal amount of same benefits under this Indenture as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. (c) The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any state. Every No resale or transfer of any Note surrendered may be made unless such resale or transfer is made in accordance with this Indenture and only if (i) in the United States to a person whom the transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A) that is purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A as certified by the transferee (other than the Initial Purchaser and their respective initial transferees) in a letter in the form of Exhibit B hereto, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available) or (iii) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iii) in accordance with any applicable securities laws of any state of the United States. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Notes from it of the resale restrictions described herein. None of the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes under the Securities 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. (d) No resale or other transfer of any Note may be made to any transferee unless (i) such transferee is not, and will not acquire such Note on behalf or with the assets of, any Benefit Plan or (ii) no “prohibited transaction” under ERISA or section 4975 of the Code that is not subject to a statutory, regulatory or administrative exemption and no violation of Similar Law will occur in connection with purchaser’s or such transferee’s acquisition, holding or disposition of such Note. In addition, the Notes may not be purchased by or transferred to any Benefit Plan or person acting on behalf of or with assets of any Benefit Plan, unless it represents that it is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Issuer, the Depositor, the Originators, the Servicer, the Indenture Trustee, the Owner Trustee, the Administrator, the Paying Agent, the Custodian, the Backup Servicer, the Lockbox Bank or the Initial Purchaser, or by any affiliate of any such person. In addition to the applicable provisions of this Section 2.4 and the rules of the Depository, the exchange, transfer and registration of transfer of Global Notes shall only be made in accordance with Section 2.4(c) hereof and this Section 2.4(d). (e) No fee or service charge shall be imposed by the Note Registrar for its services in respect of any registration of transfer or exchange shall be duly endorsedreferred to in this Section 2.4. The Note Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or be accompanied by a written instrument other governmental charge payable in connection with any such transfer. (f) None of the Issuer, the Indenture Trustee, the Servicer or the Note Registrar is obligated to register or qualify the Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer duly executed, by the holder of such Note Notes without registration or such holder's attorney duly authorized in writingqualification. Any Note or Notes issued in exchange for any Note or upon such Noteholder desiring to effect such transfer thereof shall carry shall, and does hereby agree to, indemnify the rights to unpaid interest Issuer, the Indenture Trustee, the Servicer and interest to accrue which were carried by the Note Registrar against any loss, liability or expense that may result if the transfer is not so exchanged exempt or transferredis not made in accordance with such federal and state laws. (g) The Servicer agrees to cause the Issuer, and the Issuer agrees to provide, such information as required under Rule 144A under the Securities Act so that neither gain nor loss as to allow resales of interest shall result from any such transfer or exchange. Upon receipt Notes to “qualified institutional buyers” (as defined therein) in accordance herewith. (h) The Notes represent the sole obligation of written notice the Issuer payable from the holder of any Note Trust Estate and do not represent the obligations of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such NoteOriginators, the Company will make and deliver a new NoteServicer, the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee, the Administrator or the Custodian. (i) The Issuer may not, at any time, own any Class of like tenor, in lieu of the lost, stolen, destroyed or mutilated NoteNotes.

Registration, Transfer and Exchange of Notes. LOST NOTESThe Owner Trustee shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “Registrar”). The Registrar shall keep a register of the Notes are issuable as registered notes without coupons in denominations and of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000their transfer and exchange. The Company Owner Trustee may have one or more co-registrars. The Lessor initially appoints the Indenture Trustee as Registrar in connection with the Notes. The Indenture Trustee shall keep maintain at its principal office the Indenture Trustee Office a register in which the Company shall it will provide for the registration of Notes and of transfers of Notes. Upon surrender for registration, registration of transfer and exchange of Notes (such register being referred to herein as the “Note Register”). If any Note is surrendered at the principal said office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore (accompanied by a written instrument of transfer duly executed by or on behalf of the holder thereof, together with the amount of any applicable transfer taxes), the Lessor will execute and the Indenture Trustee will authenticate and deliver, in the name of the designated transferee or transferees, if any, one or more new Notes (subject to the limitations specified in Sections 2.3 and 2.13 hereof) in any denomination or denominations not prohibited by this Indenture, as requested by the Person surrendering the Note, dated the same date as the Note so surrendered and of like tenor and aggregate unpaid principal amount of such Noteamount. No reference need be made Any Note or Notes issued in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for a registration of transfer or exchangeexchange shall be valid obligations of the Lessor entitled to the same security and benefits to which the Note or Notes so transferred or exchanged were entitled, including rights as to interest accrued but unpaid and to accrue so that there will not be any loss or gain of interest on the Note or Notes surrendered. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Indenture Trustee duly executed, executed by the holder of such Note thereof or such holder's his attorney duly authorized in writing, and the Indenture Trustee may require an opinion of counsel as to compliance of any such transfer with the Securities Act. Any The Indenture Trustee shall make a notation on each new Note of the amount of all payments of principal previously made on the old Note or Notes with respect to which such new Note is issued in exchange for any and the date on which such new Note is issued and the date to which interest on such old Note or upon transfer thereof Notes shall carry have been paid. The Indenture Trustee shall not be required to register the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder exchange of any Note during the ten (10) days preceding the due date of any payment on such Note. Each Noteholder, by its acceptance of a Note, shall be deemed to have consented to, and agreed to be bound by, the lossterms and conditions hereof, theft, destruction or mutilation of such Note and, in the case (and any instrument of any such loss, theft assignment or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender transfer) and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Noteother Operative Documents.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least not less than $100,000, except as may be necessary to reflect any principal amount not evenly divisible by less than $100,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes100,000 resulting from any partial prepayment hereunder. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee Transferee or transfereesTransferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized 35 40 denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable (a) Subject to any applicable laws and such reasonable regulations as registered notes without coupons in denominations of at least $100,000it may prescribe, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company the Registrar shall keep at its principal office a register books (the “Resister”) in which the Company shall provide Buenos Aires, Argentina for the registration of Notes ownership, exchange, and of transfers transfer of Notes. Upon surrender for The Co-Registrar shall also maintain a record of all registrations of ownership, exchange and transfer of Notes. The Co-Registrar shall give prompt notice to the Registrar and the Registrar shall likewise give prompt notice to the Co-Registrar of any registration of ownership, exchange or transfer of Notes. Included in the books and records for the Notes shall be notations as to whether such Notes have been paid, exchanged or transferred and cancelled or lost, stolen, mutilated or destroyed and whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar and the Co-Registrar shall keep a record of the Note so replaced and the Note issued in replacement thereof. In the case of the cancellation of any of the Notes, the Registrar and the Co-Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled. The costs and expenses of effecting any exchange or registration of transfer except for the expense of delivery by other than regular mail (if any) and except for the payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith shall be borne by the Issuer. Upon presentation for exchange or transfer of any Note at the principal office of either the Company, the Company shall, at its expense, execute and deliver one Registrar or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be Co-Registrar accompanied by a written instrument of transfer duly executed, or exchange in a form approved by the holder Issuer (it being understood that, until notice to the contrary is given to the Holders, the Issuer shall be deemed to have approved the form of instrument of transfer or exchange, if any, printed on any such Note Note), executed by the Holder or such holder's attorney his attorney-in-fact duly authorized in writing. Any , and upon completion of any certification required by the terms of this Agreement, such Note shall be transferred or exchanged upon the Register, and one or more new Notes shall be authenticated and issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note name of the loss, theft, destruction or mutilation of such Note and, Holder (in the case of any exchanges only) or the transferee, as the case may be. No transfer or exchange of a Note shall be effective under this Agreement or the Notes unless and until such loss, theft or destruction, upon receipt Note has been registered in the name of such holder's unsecured indemnity agreement, or Person in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated NoteRegister.

Registration, Transfer and Exchange of Notes. LOST NOTES. (a) The Notes are issuable as registered notes without coupons in denominations of Issuer shall cause to be kept at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office the Corporate Trust Office a register in which the Company shall provide (“Note Register”) for the registration of Notes registration, transfer and of transfers exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided, however, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder hereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Indenture Trustee, the Note registrar shall provide the Indenture Trustee with the names and addresses of any Noteholders. (b) Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer shall be canceled and consequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person as the transferring Holder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange bore of Notes shall be entitled to the unpaid principal amount of same benefits under this Indenture as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. (c) The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any state. Every No resale or transfer of any Note surrendered may be made unless such resale or transfer is made in accordance with this Indenture, in minimum denominations of $50,000 and in integral multiples of $1,000, and only if (1) in the United States to a person whom the transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A) that is purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A as certified by the transferee (other than the Initial Purchaser and their respective initial transferees) in a letter in the form of Exhibit B hereto, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available) or (iii) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iii) in accordance with any applicable securities laws of any state of the United States. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Notes from it of the resale restrictions described herein. None of the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes under the Securities 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. (d) No resale or other transfer of any Note, following its purchase from the Issuer by the Initial Purchaser may be made to any transferee unless (i) such transferee is not, and will not acquire such Note on behalf or with the assets of, any Benefit Plan or (ii) no “prohibited transaction” under ERISA or section 4975 of the Code or Similar Law that is not subject to a statutory, regulatory or administrative exemption will occur in connection with purchaser’s or such transferee’s acquisition or holding of such Note. In addition to the applicable provisions of this Section 2.4 and the rules of the Depository, the exchange, transfer and registration of transfer of Global Notes shall only be made in accordance with Section 2.4(c) and this Section 2.4(d). (e) No fee or service charge shall be imposed by the Note Registrar for its services in respect of any registration of transfer or exchange shall be duly endorsedreferred to in this Section 2.4. The Note Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or be accompanied by a written instrument other governmental charge payable in connection with any such transfer. (f) None of the Issuer, the Indenture Trustee, the Servicer or the Note Registrar is obligated to register or qualify the Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer duly executed, by the holder of such Note Notes without registration or such holder's attorney duly authorized in writingqualification. Any Note or Notes issued in exchange for any Note or upon such Noteholder desiring to effect such transfer thereof shall carry shall, and does hereby agree to, indemnify the rights to unpaid interest Issuer, the Indenture Trustee, the Servicer and interest to accrue which were carried by the Note Registrar against any loss, liability or expense that may result if the transfer is not so exchanged exempt or transferredis not made in accordance with such federal and state laws. (g) The Servicer agrees to cause the Issuer, and the Issuer agrees to provide, such information as required under Rule 144A under the Securities Act so that neither gain nor loss as to allow resales of interest shall result from any such transfer or exchange. Upon receipt Notes to “qualified institutional buyers” (as defined therein) in accordance herewith. (h) The Notes represent the sole obligation of written notice the Issuer payable from the holder of any Note Collateral and do not represent the obligations of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such NoteOriginator, the Company will make and deliver a new NoteServicer, of like tenorthe Backup Servicer, in lieu of the lost, stolen, destroyed Indenture Trustee or mutilated Notethe Custodian.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment installment of principal payable on each prepayment installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment installment or prepayments installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. (a) The Company shall keep at its principal office a register in which shall be entered the names and addresses of the registered Holders of the Notes issued by it and particulars of the respective Notes held by them and of all transfers of such Notes. The ownership of any of the Notes shall be proven by such register and the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer may conclusively rely upon such register. (b) The Holder of any of the Notes may at any time and from time to time prior to maturity or redemption thereof surrender any Note held by it for exchange or (subject to compliance with the applicable provisions of Section 15 hereof) transfer at the principal said office of the Company. Within a reasonable time thereafter and without expense (other than transfer taxes, if any) to such Holder, the Company shallshall issue, at its expense, execute and deliver one in exchange therefor another Note or more new Notes of like tenor and of a like Notes, dated the date to which interest has been paid on the surrendered Note, for the same aggregate principal amountamount as the unpaid principal amount of the Note or Notes so surrendered, having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note or Notes so surrendered. Each such new Note shall be in the denominations and registered in the name of such transferee person or transfereespersons as the Holder of such surrendered Note or Notes may designate in writing, and such exchange shall be made in a manner such that no additional or lesser amount of principal or interest shall result. At The Company will pay shipping and insurance charges, from and to each Holder's principal office, involved in the option of the holder exchange or transfer of any Note. (c) Each Note issued hereunder, such whether originally or in substitution for, or upon transfer or exchange of, any Note may shall be exchanged for other Notes registered on the date of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of execution thereof by the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment The registered Holder of principal payable on each prepayment date upon each new a Note issued upon any such transfer or exchange shall be in deemed to be the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder owner of such Note or for all purposes of this Agreement. All notices given hereunder to such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof Holder shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, be deemed validly given if given in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or manner specified in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated NoteSection 17 hereof.

Registration, Transfer and Exchange of Notes. LOST NOTES(a) The Company shall maintain at the offices of the Company as set forth on the signature pages of this Agreement, the Note Register for registration of the Notes and transfers thereof. The On the Closing Date, the Company shall register the outstanding Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary issued to reflect any principal amount not evenly divisible by $100,000Prudential. The Company shall keep at its principal office a register may deem and treat the registered Noteholder as the absolute owner of the Note registered to such Holder and (notwithstanding any notation of ownership or other writing on the Note made by any Person) for the purpose of any exercise thereof or any distribution to the Noteholder, and for all other purposes. (b) Upon satisfaction of each condition set forth in which SECTION 5.1 hereof, the Company shall provide for register the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any outstanding Note in the Note Register upon surrender of such Note to the Company at the principal office offices of the CompanyCompany as set forth on the signature pages of this Agreement, accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to it, duly executed by the Company shallregistered Noteholder or by the duly appointed legal representative thereof. Upon any such registration of transfer, at its expense, execute a new Note evidencing such transferred Note shall be issued to the transferee and deliver one or more new Notes the surrendered Note shall be canceled. If less than all of like tenor and the principal amount of a like aggregate Note surrendered for transfer is to be transferred, a new Note shall be issued to the Noteholder surrendering such Note evidencing such remaining principal amount, registered in the name of such transferee or transferees. At balance. (c) The Notes may be exchanged at the option of the holder Noteholders thereof, when surrendered to the Company at the offices of any Notethe Company as set forth on the signature pages of this Agreement, such for another Note may be exchanged for or other Notes of like tenor and of any authorized denominations, of representing in the aggregate a like aggregate principal amount, upon surrender number of the Note to be exchanged at the principal office of the CompanyNotes. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon shall be canceled. (d) No charge shall be made for any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange except for any Note Tax or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, other governmental charge imposed in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Noteconnection therewith.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office a register in which shall be entered the Company shall provide for names and addresses of the registration registered holders of Notes issued by it and particulars of the respective Notes held by them and of all transfers of such Notes. Upon surrender for registration References to the "holder", "Holder" or "holder of transfer record" of any Note shall mean the payee thereof unless the payee shall have presented such Note to the issuer thereof for transfer in compliance with the applicable provisions of Section 12 hereof and the transferee shall have been entered in said register as a subsequent holder, in which case such terms shall mean such subsequent holder. The ownership of the Notes shall be proven by such register. The holder of any of the Notes may at any time and from time to time prior to maturity or redemption thereof surrender any Note held by it for exchange or (subject to compliance with the principal applicable provisions of Section 12 hereof) transfer at said office of the Companyissuer thereof. Within a reasonable time thereafter and without expense (other than transfer taxes, the Company shallif any) to such holder, such issuer shall issue, at its expense, execute and deliver one in exchange therefor another Note or more new Notes of like tenor and of a like Notes, dated the date to which interest has been paid on the surrendered Note, for the same aggregate principal amountamount as the unpaid principal amount of the Note so surrendered, having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note so surrendered. Each such new Note shall be in the denominations and registered in the name of such transferee Person or transferees. At the option of Persons as the holder of such surrendered Note may designate in writing, and such exchange shall be made in a manner such that no additional or lesser amount of principal or interest shall result. The issuer will pay shipping and insurance charges, from and to each holder's principal office, involved in the exchange or transfer of any Note. Each Note issued hereunder, whether originally or in substitution for or upon transfer or exchange of any Note, such Note may shall be exchanged for other Notes registered on the date of like tenor and execution thereof by the issuer. The registered holder of any authorized denominations, of a like aggregate principal amount, upon surrender record shall be deemed to be the owner of the Note for all purposes of this Agreement and, subject to the provisions hereof, shall be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer the principal, premium, if any, and interest evidenced by or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on Note free from all equities or rights of set-off or counterclaim between the Note surrendered for registration issuer and the transferor of transfer such holder of record or exchange bore any previous holder of record thereof, and shall execute an agreement agreeing to be bound as a party to the unpaid principal amount of such NoteIntercreditor Agreement. No reference need be made in any such new Note All notices given hereunder to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof record shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, be deemed validly given if given in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or manner specified in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated NoteSection 15 hereof.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of Indenture Trustee shall maintain at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office the Indenture Trustee Office a register in which the Company shall it will provide for the registration of Notes and of transfers of Notes. Upon surrender for registration, registration of transfer and exchange of Notes (such register being referred to herein as the "Note Register"). If any Note is surrendered at the principal said office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore (accompanied by a written instrument of transfer duly executed by or on behalf of the holder thereof, together with the amount of any applicable transfer taxes), Owner Trustee will execute and Indenture Trustee will authenticate and deliver, in the name of the designated transferee or transferees, if any, one or more new Notes (subject to the limitations specified in Section 2.3 hereof) in any denomination or denominations not prohibited by this Indenture, as requested by the Person surrendering the Note, dated the same date as the Note so surrendered and of like tenor and aggregate unpaid principal amount of such Noteamount. No reference need be made Any Note or Notes issued in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for a registration of transfer or exchangeexchange shall be entitled to the same security and benefits to which the Note or Notes so transferred or exchanged were entitled, including, without limitation, rights as to interest accrued but unpaid and to accrue so that there will not be any loss or gain of interest on the Note or Notes surrendered. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to Indenture Trustee duly executed, executed by the holder of such Note thereof or such holder's his attorney duly authorized in writing, and Indenture Trustee may require evidence satisfactory to it as to compliance of any such transfer with the Securities Act. Any Indenture Trustee shall make a notation on each new Note of the amount of all payments of principal previously made on the old Note or Notes with respect to which such new Note is issued in and the date on which such new Note is issued and the date to which interest on such old Note or Notes shall have been paid. Indenture Trustee shall not berequired to register the transfer or exchange for of any Note or upon transfer thereof shall carry during the rights 15 days preceding the due date of any payment on such Note. Any Noteholder pledging a Note may give notice to unpaid interest and interest Indenture Trustee to accrue which were carried by the effect that the pledgee of such Note should be reflected on the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any Register as the Noteholder with respect to such transfer or exchangeNote. Upon receipt of written notice from to such effect Indenture Trustee shall enter the holder of any Note name of the loss, theft, destruction or mutilation of such pledgee on the Note and, in Register as the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of Noteholder with respect to such Note, and thereafter until directed otherwise by notice from such pledgee, Indenture Trustee shall treat such pledgee as the Company will make and deliver a new Note, Noteholder with respect to such Note for all purposes of like tenor, in lieu of the lost, stolen, destroyed or mutilated Notethis Indenture.

Registration, Transfer and Exchange of Notes. LOST NOTES. (a) The Notes are issuable as registered notes without coupons in denominations of Issuers shall cause to be kept at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office the Corporate Trust Office a register in which (the Company shall provide "NOTE REGISTER") for the registration of Notes registration, transfer and of transfers exchange of Notes. The Indenture Trustee is hereby appointed "Note Registrar" for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; PROVIDED, HOWEVER, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuers, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the applicable requirements of this Section 5.05. Upon request of the Indenture Trustee, the Note Registrar shall provide the Indenture Trustee with the names and addresses of Noteholders. (b) Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 5.05, the Issuers shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer shall be canceled and subsequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 5.05 shall be registered in the name of any Person as the transferring Holder may request, subject to the applicable provisions of this Section 5.05. All Notes issued upon any registration of transfer or exchange bore of Notes shall be entitled to the unpaid principal amount of same benefits under this Indenture as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. (c) The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any state. Every No transfer of any Note surrendered may be made unless that transfer is made pursuant to an effective registration statement under the Securities Act and an effective registration or a qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification because the transfer satisfies one of the following: (i) such transfer is in compliance with Rule 144A under the Securities Act, to a person who the transferor reasonably believes is a Qualified Institutional Buyer (as defined in Rule 144A) that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such transfer is being made in reliance upon Rule 144A under the Securities Act as certified by such transferee in a letter in the form of EXHIBIT F hereto (except that the Initial Purchasers shall not be required to provide a letter in such form); (ii) such transfer is made in an offshore transaction in compliance with Regulation S under the Securities Act as certified by the transferee in the form of EXHIBIT F to a person who is not a U.S. person and is either a Qualified Institutional Buyer or an "accredited investor" (as defined in Rule 501(A)(1), (2), (3) or (7) of Regulation D under the Securities Act); or (iii) after the appropriate holding period, such transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. None of the Issuers or the Indenture Trustee is obligated to register or qualify the Notes under the Securities 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. (d) No resale or other transfer of any Note may be made to any transferee unless (i) such transferee is not, and will not acquire such Note on behalf of or with the assets of, any Benefit Plan or (ii) with respect to the acquisition or holding of the Class A Notes, Class B Notes, Class C Notes and Class D Notes, no "prohibited transaction" under ERISA or section 4975 of the Code or Similar Law that is not subject to a statutory, regulatory or administrative exemption will occur in connection with the purchaser's or such transferee's acquisition or holding of such Note. In addition, the Notes may not be purchased by or transferred to any Benefit Plan or person acting on behalf of or with assets of any Benefit Plan, unless it represents that it is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Issuers, the Transferors, the Originator, the Servicer, the Back-up Servicer, the Indenture Trustee, the Custodian, the Swap Counterparty, a Lockbox Bank or the Initial Purchasers, or by any affiliate of any such person. In addition to the applicable provisions of this Section 5.05 and the rules of the Depository, the exchange, transfer and registration of transfer of Global Notes shall only be made in accordance with Section 5.05(c) and this Section 5.05(d). (i) RULE 144A GLOBAL NOTE TO TEMPORARY REGULATION S GLOBAL NOTE DURING THE RESTRICTED PERIOD. If, during the Restricted Period, a Note Owner of an interest in a Rule 144A Global Note wishes at any time to transfer its beneficial interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Temporary Regulation S Global Note, such Note Owner may, in addition to complying with all applicable rules and procedures of the Depository and Clearstream or exchange shall be duly endorsedEuroclear applicable to transfers by their respective participants (the "APPLICABLE PROCEDURES"), transfer or be accompanied by a written instrument of cause the transfer duly executed, by the holder of such beneficial interest for an equivalent beneficial interest in the Temporary Regulation S Global Note or such holder's attorney duly authorized in writingonly upon compliance with the provisions of this Section 5.05(d)(i). Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried Upon receipt by the Note so exchanged Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Direct Participant directing the Note Registrar to credit or cause to be credited to another specified Direct Participant's account a beneficial interest in the Temporary Regulation S Global Note in an amount equal to the denomination of the beneficial interest in the Rule 144A Global Note to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Direct Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Direct Participant to be debited for, such beneficial interest, and (3) a certification in the form of Exhibit G hereto given by the Note Owner that is transferring such interest, the Note Registrar shall instruct the Depository, to reduce the denomination of the Rule 144A Global Note by the denomination of the beneficial interest in the Rule 144A Global Note to be so that neither gain nor loss transferred and, concurrently with such reduction, to increase the denomination of the Temporary Regulation S Global Note by the denomination of the beneficial interest in the Rule 144A Global Note to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall result from be a Direct Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Temporary Regulation S Global Note having a denomination equal to the amount by which the denomination of the Rule 144A Global Note was reduced upon such transfer. (ii) RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE AFTER THE RESTRICTED PERIOD. If, after the Restricted Period, a Note Owner of an interest in a Rule 144A Global Note wishes at any time to transfer its beneficial interest in such Rule 144A Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Global Note, such holder may, in addition to complying with all Applicable Procedures, transfer or exchangecause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Global Note only upon compliance with the provisions of this Section 5.05(d)(ii). Upon receipt by the Note Registrar at its Corporate Trust Office of (1) written notice instructions given in accordance with the Applicable Procedures from a Direct Participant directing the holder of any Note Registrar to credit or cause to be credited to another specified Direct Participant's account a beneficial interest in the Regulation S Global Note in an amount equal to the denomination of the lossbeneficial interest in the Rule 144A Global Note to be transferred, theft, destruction or mutilation (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of such Note the Direct Participant (and, in the case of any a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Direct Participant to be debited for, such lossbeneficial interest, theft and (3) a certification in the form of Exhibit H hereto given by the Note Owner that is transferring such interest, the Note Registrar shall instruct the Depository, to reduce the denomination of the Rule 144A Global Note by the aggregate denomination of the beneficial interest in the Rule 144A Global Note to be so transferred and, concurrently with such reduction, to increase the denomination of the Regulation S Global Note by the aggregate denomination of the beneficial interest in the Rule 144A Global Note to be so transferred, and to credit or destruction, upon receipt cause to be credited to the account of the Person specified in such holder's unsecured indemnity agreementinstructions (who shall be a Direct Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the case of any such mutilation upon surrender and cancellation of such Note, Regulation S Global Note having a denomination equal to the Company will make and deliver a new Note, of like tenor, in lieu amount by which the denomination of the lost, stolen, destroyed or mutilated NoteRule 144A Global Note was reduced upon such transfer.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,0002,500,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,0002,500,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment installment of principal payable on each prepayment installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment installment or prepayments installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note. Any sale of Notes by a holder will be made in accordance with applicable securities laws. No holder of a Note will sell or otherwise transfer any Note to any Person described or designated in the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism Order.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company Security Trustee agrees with Borrower that Security Trustee shall keep at its principal office a register (herein sometimes referred to as the “Note Register”) in which the Company provisions shall provide be made for the registration of Notes and the registration of transfers of Notes. The Note Register shall be kept at the offices of Security Trustee or at the office of any successor Security Trustee, and Security Trustee is hereby appointed “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon surrender for registration of transfer of any Note at the principal office offices, Borrower shall execute, and Security Trustee shall authenticate and deliver, in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any NoteNote Holder, such Note its Notes may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note Notes to be exchanged at the offices. Each new Note issued upon transfer or exchange shall be in a principal office amount of at least $1,000,000 (except as may be necessary to evidence the Companyentire outstanding principal amount of a Note) and dated the Closing Date. Whenever any Notes are so surrendered for exchange, the Company shallBorrower shall execute, at its expenseand Security Trustee shall authenticate and deliver, execute and deliver the Notes which the holder Note Holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note All Notes issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore of Notes shall be the valid obligations of Borrower evidencing the same respective obligations, and entitled to the unpaid principal amount of same security and benefits under this Mortgage, as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange exchange, shall (if so required by Security Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to Security Trustee duly executed, executed by the holder of such Note Holder thereof or such holder's his attorney duly authorized in writing, and Security Trustee may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act. Any Security Trustee shall make a notation on each new Note or Notes issued in exchange for any of the amount of all payments of principal previously made on the old Note or upon Notes with respect to which such new Note is issued and the date to which interest accrued on such old Note or Notes has been paid. Security Trustee shall not be required to register the transfer thereof of or exchange any surrendered Notes as above provided during the ten calendar day period preceding the due date of any payment on such Notes. Borrower and Security Trustee shall carry treat the rights to unpaid interest and interest to accrue which were carried by Person in whose name each Note is registered on the Note so exchanged or transferred, so that neither gain nor loss Register as the Note Holder with respect thereto for all purposes hereof until due presentment for registration of interest transfer as provided in this Section 2.07. Security Trustee shall result from any give Borrower and each Note Holder prompt notice of such transfer or exchangeof a Note under this Section 2.07. Upon receipt Each Note Holder, by its acceptance of written notice from the holder a Note, agrees that any transfer of any Note acquired by it hereunder shall not be effected unless the transferee shall have delivered to Borrower and Security Trustee (1) a written representation as to the matters specified in Section 7(b) and 7(d) of the loss, theft, destruction or mutilation of such Note Loan Agreement and, in notwithstanding the case above, such transferee by its acceptance of any a Note shall be deemed to have made such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in a representation and (2) an agreement to be bound by and comply with the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu provisions of the lostLoan Agreement and this Mortgage binding on a “Lender” or “Note Holder” and, stolennotwithstanding the above, destroyed or mutilated Notesuch transferee by its acceptance of a Note shall be deemed to have made such agreement.

Registration, Transfer and Exchange of Notes. LOST NOTES(a) The Company shall maintain at the offices of the Company as set forth on the signature pages of this Agreement, the Note Register for registration of the Notes and transfers thereof. The On the Closing Date, the Company shall register the outstanding Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary issued to reflect any principal amount not evenly divisible by $100,000Shoeinvest. The Company shall keep at its principal office a register may deem and treat the registered Noteholder as the absolute owner of the Note registered to such Holder and (notwithstanding any notation of ownership or other writing on the Note made by any Person) for the purpose of any exercise thereof or any distribution to the Noteholder, and for all other purposes. (b) Upon satisfaction of each condition set forth in which SECTION 5.1 hereof, the Company shall provide for register the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any outstanding Note in the Note Register upon surrender of such Note to the Company at the principal office offices of the CompanyCompany as set forth on the signature pages of this Agreement, accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to it, duly executed by the Company shallregistered Noteholder or by the duly appointed legal representative thereof. Upon any such registration of transfer, at its expense, execute a new Note evidencing such transferred Note shall be issued to the transferee and deliver one or more new Notes the surrendered Note shall be canceled. If less than all of like tenor and the principal amount of a like aggregate Note surrendered for transfer is to be transferred, a new Note shall be issued to the Noteholder surrendering such Note evidencing such remaining principal amount, registered in the name of such transferee or transferees. At balance. (c) The Notes may be exchanged at the option of the holder Noteholders thereof, when surrendered to the Company at the offices of any Notethe Company as set forth on the signature pages of this Agreement, such for another Note may be exchanged for or other Notes of like tenor and of any authorized denominations, of representing in the aggregate a like aggregate principal amount, upon surrender number of the Note to be exchanged at the principal office of the CompanyNotes. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon shall be canceled. (d) No charge shall be made for any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange except for any Note Tax or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, other governmental charge imposed in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Noteconnection therewith.

Registration, Transfer and Exchange of Notes. LOST NOTES. (a) The Notes are issuable as registered notes without coupons in denominations of Issuer shall cause to be kept at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office the Corporate Trust Office a register in which (the Company shall provide “Note Register”) for the registration of Notes registration, transfer and of transfers exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided, however, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Noteholder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Indenture Trustee or the Servicer, the Note Registrar shall provide the Indenture Trustee or the Servicer, as applicable, with the names and addresses of the Noteholders. (b) Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer shall be canceled and subsequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person as the transferring Noteholder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange bore of Notes shall be entitled to the unpaid principal amount of same benefits under this Indenture as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. (c) The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any state. Every No resale or transfer of any Note surrendered may be made unless such resale or transfer is made in accordance with this Indenture and only if (i) in the United States to a person whom the transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A) that is purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A as certified by the transferee (other than the Initial Purchaser and their respective initial transferees) in a letter in the form of Exhibit B hereto, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available) or (iii) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iii) in accordance with any applicable securities laws of any state of the United States. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Notes from it of the resale restrictions described herein. None of the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes under the Securities 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. (d) No resale or other transfer of any Note may be made to any transferee unless (i) such transferee is not, and will not acquire such Note on behalf or with the assets of, any Benefit Plan or (ii) no “prohibited transaction” under ERISA or section 4975 of the Code or Similar Law that is not subject to a statutory, regulatory or administrative exemption will occur in connection with purchaser’s or such transferee’s acquisition or holding of such Note. In addition, the Notes may not be purchased by or transferred to any Benefit Plan or person acting on behalf of or with assets of any Benefit Plan, unless it represents that it is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Issuer, the Depositor, the Originators, the Servicer, the Indenture Trustee, the Owner Trustee, the Administrator, the Paying Agent, the Custodian, the Backup Servicer, the Lockbox Bank or the Initial Purchaser, or by any affiliate of any such person. In addition to the applicable provisions of this Section 2.4 and the rules of the Depository, the exchange, transfer and registration of transfer of Global Notes shall only be made in accordance with Section 2.4(c) hereof and this Section 2.4(d). (e) No fee or service charge shall be imposed by the Note Registrar for its services in respect of any registration of transfer or exchange shall be duly endorsedreferred to in this Section 2.4. The Note Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or be accompanied by a written instrument other governmental charge payable in connection with any such transfer. (f) None of the Issuer, the Indenture Trustee, the Servicer or the Note Registrar is obligated to register or qualify the Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer duly executed, by the holder of such Note Notes without registration or such holder's attorney duly authorized in writingqualification. Any Note or Notes issued in exchange for any Note or upon such Noteholder desiring to effect such transfer thereof shall carry shall, and does hereby agree to, indemnify the rights to unpaid interest Issuer, the Indenture Trustee, the Servicer and interest to accrue which were carried by the Note Registrar against any loss, liability or expense that may result if the transfer is not so exchanged exempt or transferredis not made in accordance with such federal and state laws. (g) The Servicer agrees to cause the Issuer, and the Issuer agrees to provide, such information as required under Rule 144A under the Securities Act so that neither gain nor loss as to allow resales of interest shall result from any such transfer or exchange. Upon receipt Notes to “qualified institutional buyers” (as defined therein) in accordance herewith. (h) The Notes represent the sole obligation of written notice the Issuer payable from the holder of any Note Trust Estate and do not represent the obligations of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such NoteOriginators, the Company will make and deliver a new NoteServicer, the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee, the Administrator or the Custodian. (i) The Issuer may not, at any time, own any Class of like tenor, in lieu of the lost, stolen, destroyed or mutilated NoteNotes.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to (i) reflect any principal amount not evenly divisible by $100,000100,000 or (ii) enable the registration of transfer by a holder of its entire holding of Notes. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,0001,000,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,0001,000,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and 33 of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment installment of principal payable on each prepayment installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment installment or prepayments installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreementagreement if such holder is a "Qualified Institutional Buyer" (as defined in Rule 144A promulgated under the Securities Act), or if not, upon receipt of a security bond reasonably acceptable to the Company, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTESThe Issuer shall keep -------------------------------------------- at its expense at its office maintained pursuant to Section 6.13 a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes are issuable shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Issuer shall give to any holder of Notes that is an institutional investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered notes without coupons holders of Notes. Subject to Section 1.9 hereof, whenever any Note or Notes shall be surrendered at such office of the Issuer for transfer or exchange, accompanied (if so required by the Issuer) by an appropriate written instrument of transfer duly executed by the registered holder of such Note or its attorney duly authorized in writing, the Issuer will execute and deliver within five Business Days, at the Issuer's expense, in exchange therefor a new Note or Notes, in denominations of at least $100,000, 500,000 (except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of issued in a like aggregate lesser principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to amount if the unpaid principal amount of the surrendered Note is not evenly divisible by, or is less than, $500,000), as may be requested by such new Note holder, in the same aggregate unpaid principal amount as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the aggregate unpaid principal amount of such Notethe Note or Notes so surrendered. No reference need be made in any Each such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of payable to such Note or Person as such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any other Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that and neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt The Issuer and any agent of written notice from the holder of Issuer may treat the Person in whose name any Note of is registered as the loss, theft, destruction or mutilation owner and holder of such Note and, in for the case purpose of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu receiving payment of the lostprincipal of and premium (if any) and interest on such Note and for all other purposes whatsoever, stolen, destroyed whether or mutilated Notenot such Note shall be overdue.

Registration, Transfer and Exchange of Notes. LOST NOTES. (a) The Notes are issuable as registered notes without coupons in denominations of Issuer shall cause to be kept at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office the Corporate Trust Office a register in which the Company shall provide (“Note Register”) for the registration of Notes registration, transfer and of transfers exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided, however, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder hereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Indenture Trustee, the Note Registrar shall provide the Indenture Trustee with the names and addresses of any Noteholders. (b) Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer shall be canceled and consequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person as the transferring Holder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange bore of Notes shall be entitled to the unpaid principal amount of same benefits under this Indenture as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. (c) The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any state. Every Note surrendered for registration of No resale or transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note may be made unless such resale or transfer is made in accordance with this Indenture, in minimum denominations of $25,000 and in integral multiples of $1,000, and only if (i) such resale or transfer is in compliance with Rule 144A under the lossSecurities Act, theft, destruction to a person whom the transferor reasonably believes is a Qualified Institutional Buyer (as defined in Rule 144A) that is purchasing for its own account or mutilation for the account of a Qualified Institutional Buyer and to whom notice is given that such Note resale or transfer is being made in reliance upon Rule 144A under the Securities Act and, in the case of any the registered holder of a Note, as certified by such lossregistered holder (other than the Initial Purchaser and its initial transferees) in a letter in the form of Exhibit B hereto; (ii) such resale or transfer is in compliance with Regulation S under the Securities Act and, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of the registered holder of a Note, as certified by such registered holder (other than the Initial Purchaser and its initial transferees) in a letter in the form of Exhibit I hereto; (iii) after the appropriate holding period, such resale or transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act (if available); or (iv) such resale or transfer is made pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iv) in accordance with any such mutilation upon surrender applicable securities laws of any state of the United States and cancellation any other applicable jurisdiction. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Note, the Company will make and deliver a new Note, of like tenor, in lieu Notes from it of the lost, stolen, destroyed or mutilated Note.resale restrictions described

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall will keep at its the Company's principal executive office or at such other office as the Company may designate in writing to the holders of the Notes a register (the "NOTE REGISTER") in which the Company shall which, subject to such reasonable regulations as it may prescribe, but at its expense (other than transfer taxes, if any), it will provide for the registration of Notes and of transfers transfer of Notes. Upon surrender for registration of transfer of Whenever any Note shall be surrendered either at the principal such office of the CompanyCompany or at the place of payment named in such Note, for transfer or exchange, within five Business Days thereafter the Company shall, at its expense, will execute and deliver one in exchange therefor a new Note or more new Notes of like tenor and of a like aggregate principal amountNotes, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note as may be exchanged for other Notes of like tenor and of any authorized denominationsrequested by such holder, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to aggregate unpaid principal amount as the unpaid principal amount of the Note so surrendered. Each such new Note shall be payable to such person as the prepayment of principal payable on such date on the holder may request. Each Note surrendered for registration of transfer presented or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, endorsed or be accompanied by a written instrument of transfer transfer, duly executed, executed by the registered holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any other Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that and neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt Any transfer tax relating to such transaction shall be paid by the holder requesting the exchange. The Company and any agent of written notice from the Company may deem and treat the Person in whose name any Note is registered as the owner of such Note for the purpose of receiving payment of the principal of and premium (if any) and interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue. As provided in the Intercreditor Agreement, the rights and obligations of the holder of a Note thereunder shall be assigned automatically, without the need for the execution of any Note of the lossdocument or any other action, theft, destruction or mutilation to any transferee of such Note and, in whereupon such transferee shall automatically become a party to the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated NoteIntercreditor Agreement.

Registration, Transfer and Exchange of Notes. LOST NOTES(a) The Issuer shall cause to be kept at the Corporate Trust Office a register (the "Note Register") for the registration, transfer and exchange of Notes. The Indenture Trustee is hereby appointed "Note Registrar" for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. The Notes are issuable as registered notes without coupons in denominations transferable or exchangeable only upon the surrender of such Note to the Note Registrar at least $100,000the Corporate Trust Office together with an assignment and transfer (executed by the Noteholder or his duly authorized attorney), except as may be necessary subject to reflect any principal amount not evenly divisible by $100,000the applicable requirements of this Section 2.4. The Company shall keep at its principal office a register in which Upon request of the Company Indenture Trustee, the Note Registrar shall provide for the registration Indenture Trustee with the names and addresses of Notes and of transfers of Notes. the Noteholders. (b) Upon surrender for registration of transfer of any Note at Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of denomination as the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest canceled and interest to accrue which were carried subsequently destroyed by the Note so exchanged or transferred, so that neither gain nor loss of interest Registrar. Each new Note issued pursuant to this Section 2.4 shall result from any such transfer or exchange. Upon receipt of written notice from be registered in the holder name of any Note Person as the transferring Noteholder may request, subject to the applicable provisions of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Notethis Section 2.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company Administrative Agent agrees with the Borrower that the Administrative -------------------------------------------- Agent shall keep at its principal office a register (herein sometimes referred to as the "Note Register") in which provision shall be made for the Company shall provide for ------------- registration of Notes of each Series and the registration of transfers of Notes of such Series. Prior to the due presentment for registration of the transfer of any Note, the Borrower and the Administrative Agent shall deem and treat the person in whose name such Note is registered on the Note Register as the absolute owner of such Note, and the Lender for the purpose of receiving payment of all amounts payable with respect to such Note, and for all other purposes whether or not such Note is overdue, and neither the Borrower nor the Administrative Agent shall be affected by notice to the contrary. The Note Register shall be kept at the office of the Administrative Agent or at the office of any successor Administrative Agent, and the Administrative Agent is hereby appointed "Note Registrar" for the purpose of registering Notes and of transfers of NotesNotes as herein provided. Upon Subject to Section 23(c) hereof, upon surrender for registration of transfer of any Note of any Series at the principal office Payment Office and upon delivery by the Administrative Agent to the Borrower of such surrendered Note, the Borrower shall execute, and the Administrative Agent shall deliver, in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transfereesamount and Series. At the option of the holder Lender, its Notes of any Note, such Note Series may be exchanged for other Notes of like tenor and such Series of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note Notes to be exchanged at the Payment Office. Each new Note issued upon transfer or exchange shall be in a principal office amount of at least $5,000,000 (except as may be necessary to evidence the entire outstanding principal amount of a Note) and dated the Delivery Date of the CompanyAircraft of the related Series. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, Borrower shall execute and deliver the Notes which the holder Lender making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note All Notes issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore of Notes shall be the valid obligations of the Borrower evidencing the same respective obligations, and entitled to the unpaid principal amount of same security and benefits under the Mortgage, as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange exchange, shall (if so required by the Administrative Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Administrative Agent duly executed, executed by the holder of such Note Lender or such holder's its attorney duly authorized in writing, and the Administrative Agent may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state. Any The Administrative Agent shall make a notation on each new Note or Notes issued in exchange for any of the amount of all payments of principal previously made on the old Note or upon Notes with respect to which such new Note is issued and the date to which interest accrued on such old Note or Notes has been paid. The Administrative Agent shall not be required to register the transfer thereof of or exchange any surrendered Notes as above provided during the five calendar day period preceding the due date of any payment on such Notes. The Administrative Agent shall carry give the rights Borrower and the Lender notice of each transfer of a Note under this Section 10(c). Any such transferee of a Note, by its acceptance of a Note, agrees to unpaid interest the provisions of the Operative Documents applicable to the Lender, and interest shall be deemed to accrue which were carried have covenanted to the parties to the Operative Documents as to the matters covenanted by the original Lender therein; provided -------- that no transferee of a Note so exchanged or transferred, so that neither gain nor loss shall be entitled to receive any greater amount pursuant to Section 10(h) of interest shall result from any such transfer or exchange. Upon receipt of written notice from this Agreement than the holder of any Note of the loss, theft, destruction or mutilation transferor of such Note and, in the case of any would have been entitled to receive had no such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Notetransfer occurred.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees; provided that the Company shall not be required to register any -------- transfer that was made in violation of the legend appearing on such Note. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment installment of principal payable on each prepayment installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment installment or prepayments installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES(a) The Issuer shall cause to be kept at the Corporate Trust Office a register (the “Note Register”) for the registration, transfer and exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. The Notes are issuable as registered notes without coupons in denominations transferable or exchangeable only upon the surrender of such Note to the Note Registrar at least $100,000the Corporate Trust Office together with an assignment and transfer (executed by the Noteholder or his duly authorized attorney), except as may be necessary subject to reflect any principal amount not evenly divisible by $100,000the applicable requirements of this Section 2.4. The Company shall keep at its principal office a register in which Upon request of the Company Indenture Trustee, the Note Registrar shall provide for the registration Indenture Trustee with the names and addresses of Notes and of transfers of Notes. the Noteholders. (b) Upon surrender for registration of transfer of any Note at Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of denomination as the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer shall be canceled and subsequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person as the transferring Noteholder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange bore of Notes shall be entitled to the unpaid principal amount of same benefits under this Indenture as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. (c) The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any state. Every No resale or transfer of any Note surrendered may be made unless such resale or transfer is made in accordance with this Indenture and only if (i) in the United States to a person whom the transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A) that is purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A as certified by the transferee (other than the Funding Agents) in a letter in the form of Exhibit B hereto, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available) or (iii) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iii) in accordance with any applicable securities laws of any state of the United States. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Notes from it of the resale restrictions described herein. None of the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes under the Securities 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. (d) No resale or other transfer of any Note may be made to any transferee unless (i) such transferee is not, and will not acquire such Note on behalf or with the assets of, 9 (e) No fee or service charge shall be imposed by the Note Registrar for its services in respect of any registration of transfer or exchange shall be duly endorsedreferred to in this Section 2.4. The Note Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or be accompanied by a written instrument other governmental charge payable in connection with any such transfer. (f) None of the Issuer, the Indenture Trustee, the Servicer or the Note Registrar is obligated to register or qualify the Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer duly executed, by the holder of such Note Notes without registration or such holder's attorney duly authorized in writingqualification. Any such Noteholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Issuer, the Indenture Trustee, the Servicer and the Note Registrar against any loss, liability or expense that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (g) The Servicer agrees to cause the Issuer, and the Issuer agrees to provide, such information as required under Rule 144A under the Securities Act so as to allow resales of Notes issued to “qualified institutional buyers” (as defined therein) in exchange for any Note accordance herewith. (h) The Notes represent the sole obligation of the Issuer payable from the Trust Estate and do not represent the obligations of the Originators, the Servicer, the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee, the Administrator or upon the Custodian. (i) Notwithstanding anything in this Section 2.4 or elsewhere in this Indenture or the Notes, the transfer thereof restrictions described herein shall carry apply only to the Noteholders and shall not apply to the Purchasers whose rights to unpaid interest and interest to accrue which were carried transfer interests in the Notes are governed solely by Section 8 of the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated NoteFunding Agreement.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. (a) The Company shall keep at its principal office a register in which shall be entered the Company shall provide for names and addresses of the registration registered holders of the Notes issued by it and particulars of the respective Notes held by them and of all transfers of such Notes. Upon surrender for registration References to the "holder" or "holder of transfer record" of any Note shall mean the payee thereof unless the payee shall have presented such Note to the Company for transfer and the transferee shall have been entered in said register as a subsequent holder, in which case the terms shall mean such subsequent holder. The ownership of any of the Notes shall be proven by such register and the Company may conclusively rely upon such register. (b) The holder of any of the Notes may at any time and from time to time prior to maturity or redemption thereof surrender any Note held by it for exchange or (subject to compliance with the principal applicable provisions of Section 16 hereof) transfer at said office of the Company. Within a reasonable time thereafter and without expense (other than transfer taxes, if any) to such holder, the Company shallshall issue, at its expense, execute and deliver one in exchange therefor another Note or more new Notes of like tenor and of a like Notes, dated the date to which interest has been paid on the surrendered Note, for the same aggregate principal amountamount as the unpaid principal amount of the Note or Notes so surrendered (subject to the applicable holder's endorsement or execution of any documents reasonably requested by the Company to evidence the cancellation of any surrendered Note), having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note or Notes so surrendered. Each such new Note shall be in the denominations and registered in the name of such transferee person or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note persons as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any surrendered Note or Notes may designate in writing, and such exchange shall be made in a manner such that no additional or lesser amount of principal or interest shall result. The Company will pay shipping and insurance charges, from and to each holder's principal office, involved in the exchange or transfer of any Note. (c) Each Note issued hereunder, whether originally or in exchange for any Note substitution for, or upon transfer or exchange of, any Note shall be registered on the date of execution thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Company. The registered holder of record shall be deemed to be the owner of the Note so exchanged or transferred, so that neither gain nor loss for all purposes of interest shall result from any such transfer or exchangethis Agreement. Upon receipt of written notice from All notices given hereunder to the holder of any Note of the loss, theft, destruction or mutilation of such Note and, record shall be deemed validly given if given in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or manner specified in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated NoteSection 18 hereof.

Registration, Transfer and Exchange of Notes. LOST NOTES. (a) The Notes are issuable as registered notes without coupons in denominations of Issuer shall cause to be kept at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office the Corporate Trust Office a register in which (the Company shall provide "Note Register") for the registration of Notes registration, transfer and of transfers exchange of Notes. The Indenture Trustee is hereby appointed "Note Registrar" for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided, however, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Noteholder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Indenture Trustee or the Servicer, the Note Registrar shall provide the Indenture Trustee or the Servicer, as applicable, with the names and addresses of the Noteholders. (b) Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest canceled and interest to accrue which were carried subsequently destroyed by the Note so exchanged or transferred, so that neither gain nor loss of interest Registrar. Each new Note issued pursuant to this Section 2.4 shall result from any such transfer or exchange. Upon receipt of written notice from be registered in the holder name of any Note Person as the transferring Noteholder may request, subject to the applicable provisions of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Notethis Section 2.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect 1,000,000 and any principal amount not evenly divisible by greater integral multiple of $100,000. The Company Partnerships shall keep at its their principal office a register in which the Company Partnerships shall provide for the registration of Notes and of transfers of Notes. No holder of any Notes may make any transfer (other than pursuant to paragraph 11E) to any Person of Notes in any principal amount not equal to an authorized denomination. Upon surrender for registration of transfer of any Note at the principal office of the CompanyPartnerships, the Company Partnerships shall, at its their expense, execute and deliver one or more new Notes Notes, in authorized denominations, of like tenor and of a like aggregate principal amount, registered in the name of such transferee Transferee or transfereesTransferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the CompanyPartnerships. Whenever any Notes are so surrendered for exchange, the Company Partnerships shall, at its their expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment installment of principal payable on each prepayment installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment installment or prepayments installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreementagreement in a form acceptable to the Partnerships; provided, however, that if such holder shall be Prudential or any Person directlyor indirectly controlling, controlled by or under direct common control with Prudential, such indemnity agreement shall be unsecured, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company Partnerships will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. (a) The Notes are issuable as registered notes without coupons in denominations of Issuer shall cause to be kept at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office the Corporate Trust Office a register in which (the Company shall provide "NOTE REGISTER") for the registration of Notes registration, transfer and of transfers exchange of Notes. The Indenture Trustee is hereby appointed "Note Registrar" for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided, however, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Indenture Trustee, the Note Registrar shall provide the Indenture Trustee with the names and addresses Noteholders. (b) Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest canceled and interest to accrue which were carried subsequently destroyed by the Note so exchanged or transferred, so that neither gain nor loss of interest Registrar. Each new Note issued pursuant to this Section 2.4 shall result from any such transfer or exchange. Upon receipt of written notice from be registered in the holder name of any Note Person as the transferring Holder may request, subject to the applicable provisions of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Notethis Section 2.

Registration, Transfer and Exchange of Notes. LOST NOTES. (a) The Notes are issuable as registered notes without coupons in denominations of Issuer shall cause to be kept at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office the Corporate Trust Office a register in which (the Company shall provide "Note Register") for the registration of Notes registration, transfer and of transfers exchange of Notes. The Indenture Trustee is hereby appointed "Note Registrar" for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided, however, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Noteholder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Indenture Trustee, the Note Registrar shall provide the Indenture Trustee with the names and addresses of the Noteholders. (b) Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest canceled and interest to accrue which were carried subsequently destroyed by the Note so exchanged or transferred, so that neither gain nor loss of interest Registrar. Each new Note issued pursuant to this Section 2.4 shall result from any such transfer or exchange. Upon receipt of written notice from be registered in the holder name of any Note Person as the transferring Noteholder may request, subject to the applicable provisions of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Notethis Section 2.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. (a) The Company shall keep at its principal office a register in which shall be entered the Company shall provide for names and addresses of the registration registered holders of the Notes issued by it and particulars of the respective Notes held by them and of all transfers of such Notes. Upon surrender for registration References to the "holder" or "holder of transfer record" of any Note shall mean the payee thereof unless the payee shall have presented such Note to the Company for transfer and the transferee shall have been entered in said register as a subsequent holder, in which case the terms shall mean such subsequent holder. The ownership of any of the Notes shall be proven by such register and the Company may conclusively rely upon such register. (b) The holder of any of the Notes may at any time and from time to time prior to maturity or redemption thereof surrender any Note held by it for exchange or (subject to compliance with the principal applicable provisions of Section 10 hereof) transfer at said office of the Company. Within a reasonable time thereafter and without expense (other than transfer taxes, if any) to such holder, the Company shallshall issue, at its expense, execute and deliver one in exchange therefor another Note or more new Notes of like tenor and of a like Notes, dated the date to which interest has been paid on the surrendered Note, for the same aggregate principal amountamount as the unpaid principal amount of the Note or Notes so surrendered, having the same maturity and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note or Notes so surrendered. Each such new Note shall be in the denominations and registered in the name of such transferee person or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note persons as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any surrendered Note or Notes may designate in writing, and such exchange shall be made in a manner such that no additional or lesser amount of principal or interest shall result. The Company will pay shipping and insurance charges, from and to each holder's principal office, involved in the exchange or transfer of any Note. (c) Each Note issued hereunder, whether originally or in exchange for any Note substitution for, or upon transfer or exchange of, any Note shall be registered on the date of execution thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Company. The registered holder of record shall be deemed to be the owner of the Note so exchanged or transferred, so that neither gain nor loss for all purposes of interest shall result from any such transfer or exchangethis Agreement. Upon receipt of written notice from All notices given hereunder to the holder of any Note of the loss, theft, destruction or mutilation of such Note and, record shall be deemed validly given if given in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or manner specified in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated NoteSection 12 hereof.

Registration, Transfer and Exchange of Notes. LOST NOTES. a. The Notes are issuable as registered notes without coupons in denominations of Issuer shall cause to be kept at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office the Corporate Trust Office a register in which the Company shall provide (“Note Register”) for the registration of Notes registration, transfer and of transfers exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided, however, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder hereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Issuer or the Indenture Trustee, the Note Registrar shall provide the Indenture Trustee with the names and addresses of any Noteholders. b. Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer shall be canceled and consequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person as the transferring Holder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange bore of Notes shall be entitled to the unpaid principal amount of same benefits under this Indenture as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. c. The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any state. Every Note surrendered for registration of No resale or transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note may be made unless such resale or transfer is made in accordance with this Indenture, in minimum denominations of $25,000 and in integral multiples of $1,000, and only if (i) such resale or transfer is in compliance with Rule 144A under the lossSecurities Act, theft, destruction to a person whom the transferor reasonably believes is a Qualified Institutional Buyer (as defined in Rule 144A) that is purchasing for its own account or mutilation for the account of a Qualified Institutional Buyer and to whom notice is given that such Note resale or transfer is being made in reliance upon Rule 144A under the Securities Act and, in the case of any the registered holder of a Note, as certified by such lossregistered holder (other than the Initial Purchaser and its initial transferees) in a letter in the form of Exhibit B hereto; (ii) such resale or transfer is in compliance with Regulation S under the Securities Act and, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of the registered holder of a Note, as certified by such registered holder (other than the Initial Purchaser and its initial transferees) in a letter in the form of Exhibit I hereto; (iii) after the appropriate holding period, such resale or transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act (if available); or (iv) such resale or transfer is made pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iv) in accordance with any such mutilation upon surrender applicable securities laws of any state of the United States and cancellation any other applicable jurisdiction. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Notes from it of the resale restrictions described above. In addition to any certificates delivered by the beneficial owners of Notes represented by beneficial interests in a Global Note, each Person that purchases or otherwise acquires any beneficial interest in a Global Note shall be deemed, by its purchase or other acquisition thereof, to have represented, warranted and agreed as provided in the Company will make legends of such Note and deliver shall be deemed to have made the representations, warranties and covenants set forth with respect to a new Notetransferee in the letter attached as Exhibit B or Exhibit I hereto, as applicable. Any purported transfer of like tenor, a Note not in lieu accordance with this Section 2.4 shall be null and void and shall not be given effect for any purpose hereunder. None of the lostIssuer, stolen, destroyed the Servicer or mutilated Notethe Indenture Trustee is obligated to register or qualify the Notes under the Securities 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.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company Security Trustee agrees with the Owner that the Security Trustee shall keep at its principal office a register (herein sometimes referred to as the “Certificate Register”) in which the Company provision shall provide be made for the registration of the Notes of each Class and the registration of transfers of Notesthe Notes of such Class. Upon Prior to the due presentment for registration of the transfer of any Note, the Owner and the Security Trustee shall deem and treat the person in whose name such Note is registered on the Certificate Register as the absolute owner of such Note, and the Holder for the purpose of receiving payment of all amounts payable with respect to such Note, and for all other purposes whether or not such Note is overdue, and neither the Owner nor the Security Trustee shall be affected by notice to the contrary. The Certificate Register shall be kept at the Payment Office of the Security Trustee or at the office of any successor Security Trustee, and the Security Trustee is hereby appointed “Certificate Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Subject to the terms and conditions of Section 14(c), upon surrender for registration of transfer of any Note of any Class at the principal office Payment Office and upon delivery by the Security Trustee to the Owner of such surrendered Note, the Owner shall execute, and the Security Trustee shall deliver, in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transfereesamount and Class and Tranche. At the option of the holder Holder, its Notes of any Note, such Note Class may be exchanged for other Notes of like tenor and such Class of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note Notes to be exchanged at the Payment Office. Each new Note issued upon transfer or exchange shall be in a principal office amount of at least (i) $5,000,000 (in the aggregate), in the case of the CompanySenior Notes and (ii) $2,000,000 (in the aggregate), in the case of the Junior Notes (except as may be necessary to evidence the entire outstanding principal amount of a Note) and dated the Delivery Date. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, Owner shall execute and deliver the Notes which the holder Holder making the exchange is entitled to receive. Each prepayment Holder may also assign to any assignee an interest in any Note held by it and the Security Trustee shall, upon receipt of principal payable on each prepayment date upon each new a written request of such assignee, accompanied by such proof of such assignment as the Security Trustee may reasonably require, register in the name of such assignee such interest in such Note and thereafter such assignee shall be a Holder for all purposes of the Operative Documents (subject to any limitations in the instrument of assignment). All Notes issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore of Notes shall be the valid obligations of the Owner evidencing the same respective obligations, and entitled to the unpaid principal amount of same security and benefits under this Mortgage, as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange exchange, shall (if so required by the Security Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Security Trustee duly executed, executed by the holder of such Note Holder thereof or such holder's his attorney duly authorized in writing, and the Security Trustee may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state. Any The Security Trustee shall make a notation on each new Note or Notes issued in exchange for any of the amount of all payments of principal previously made on the old Note or upon Notes with respect to which such new Note is issued and the date to which interest accrued on such old Note or Notes has been paid and the extent, if any, to which any interest therein has been subject to a registered assignment. The Security Trustee shall not be required to register the transfer thereof of or exchange any surrendered Notes as above provided during the five calendar day period preceding the due date of any payment on such Notes. Any Holder may transfer any or all of its Notes to any Permitted Transferee subject to the terms of Section 14(c). The Owner and the Security Trustee shall carry treat the rights to unpaid interest Person in whose name each Note is registered on the Certificate Register as the Holder with respect thereto for all purposes hereof until due presentment for registration of transfer as provided in this Section 14(d). The Security Trustee shall give the Owner and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss each Holder notice of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any a Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Noteunder this Section 14(d).

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company Security Trustee agrees with the Owner that the Security Trustee shall keep at its principal office a register (herein sometimes referred to as the “Certificate Register”) in which the Company provision shall provide be made for the registration of the Notes of each Class and the registration of transfers of Notesthe Notes of such Class and Series. Upon Prior to the due presentment for registration of the transfer of any Note, the Owner and the Security Trustee shall deem and treat the person in whose name such Note is registered on the Certificate Register as the absolute owner of such Note, and the Holder for the purpose of receiving payment of all amounts payable with respect to such Note, and for all other purposes whether or not such Note is overdue, and neither the Owner nor the Security Trustee shall be affected by notice to the contrary. The Certificate Register shall be kept at the Payment Office of the Security Trustee or at the office of any successor Security Trustee, and the Security Trustee is hereby appointed “Certificate Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Subject to the terms and conditions of Section 14(c), upon surrender for registration of transfer of any Note of any Class and Series at the principal office Payment Office and upon delivery by the Security Trustee to the Owner of such surrendered Note, the Owner shall execute, and the Security Trustee shall deliver, in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transfereesClass, Tranche and Series. At the option of the holder Holder, its Notes of any Note, such Note Class and Series may be exchanged for other Notes of like tenor such Class and Series of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note Notes to be exchanged at the Payment Office. Each new Note issued upon transfer or exchange shall be in a principal office amount of at least (i) $5,000,000 (in the aggregate), in the case of the CompanySenior Notes and (ii) except as provided in Section 14(c) above, $2,000,000 (in the aggregate), in the case of the Junior Notes (except as may be necessary to evidence the entire outstanding principal amount of a Note) and dated the Delivery Date. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, Owner shall execute and deliver the Notes which the holder Holder making the exchange is entitled to receive. Each prepayment Holder may also assign to any assignee an interest in any Note held by it and the Security Trustee shall, upon receipt of principal payable on each prepayment date upon each new a written request of such assignee, accompanied by such proof of such assignment as the Security Trustee may reasonably require, register in the name of such assignee such interest in such Note and thereafter such assignee shall be a Holder for all purposes of the Operative Documents (subject to any limitations in the instrument of assignment). All Notes issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore of Notes shall be the valid obligations of the Owner evidencing the same respective obligations, and entitled to the unpaid principal amount of same security and benefits under this Mortgage, as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange exchange, shall (if so required by the Security Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Security Trustee duly executed, executed by the holder of such Note Holder thereof or such holder's his attorney duly authorized in writing, and the Security Trustee may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state. Any The Security Trustee shall make a notation on each new Note or Notes issued in exchange for any of the amount of all payments of principal previously made on the old Note or upon Notes with respect to which such new Note is issued and the date to which interest accrued on such old Note or Notes has been paid and the extent, if any, to which any interest therein has been subject to a registered assignment. The Security Trustee shall not be required to register the transfer thereof of or exchange any surrendered Notes as above provided during the five calendar day period preceding the due date of any payment on such Notes. Any Holder may transfer any or all of its Notes to any Permitted Transferee subject to the terms of Section 14(c). The Owner and the Security Trustee shall carry treat the rights to unpaid interest Person in whose name each Note is registered on the Certificate Register as the Holder with respect thereto for all purposes hereof until due presentment for registration of transfer as provided in this Section 14(d). The Security Trustee shall give the Owner and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss each Holder notice of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any a Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Noteunder this Section 14(d).

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000500,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000500,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or other indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable (a) Subject to any applicable laws and such reasonable regulations as registered notes without coupons in denominations of at least $100,000it may prescribe, except the Issuer as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company registrar (the "Registrar") shall keep books (the "Register") at its principal office a register in which the Company shall provide ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 480 (1036) Buenos Aires, Argentina for the registration of Notes ownership, exchange, and transfer of transfers of registered Notes. Upon surrender The Co-Registrar shall also maintain a record of all registrations of ownership, exchange and transfer of registered Notes. The Co-Registrar shall give prompt notice to the Registrar and the Registrar shall likewise give prompt notice to the Co-Registrar of any registration of ownership, exchange or transfer of registered Notes. Included in the books and records for the registered Notes shall be notations as to whether such registered Notes have been paid, exchanged or transferred and cancelled or lost, stolen, mutilated or destroyed and whether such registered Notes have been replaced. In the case of the replacement of any of the registered Notes, the Registrar and the Co-Registrar shall keep a record of the registered Note so replaced and the registered Note issued in replacement thereof. In the case of the cancellation of any of the registered Notes, the Registrar and the Co-Registrar shall keep a record of the registered Note so cancelled and the date on which such registered Note was cancelled. The costs and expenses of effecting any exchange or registration of transfer except for the expense of delivery by other than regular mail (if any) and except for the payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith shall be borne by the Issuer. Upon presentation for exchange or transfer of any registered Note at the principal office of either the Company, the Company shall, at its expense, execute and deliver one Registrar or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be Co-Registrar accompanied by a written instrument of transfer duly executed, or exchange in a form approved by the Issuer (it being understood that, until notice to the contrary is given to holders of registered Notes, the Issuer shall be deemed to have approved the form of instrument of transfer or exchange, if any, printed on any such Note), executed by the registered holder of such Note or such holder's attorney his attorney-in-fact duly authorized in writing. Any , and upon completion of any certification required by the terms of this Indenture, such registered Note shall be transferred or exchanged upon the Register, and one or more new registered Notes shall be authenticated and issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss name of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, (in the case of any exchanges only) or a registered Note shall be effective under this Indenture or the registered Notes unless and until such loss, theft or destruction, upon receipt registered Note has been registered in the name of such holder's unsecured indemnity agreement, or Person in the case Register. Furthermore, the transfer or exchange of any registered Note shall not be effective under this Indenture or the registered Notes unless the request for such mutilation upon surrender and cancellation transfer or exchange is made by the registered holder or by a duly authorized attorney-in-fact at the office of such Notethe Trustee, the Company will make and deliver Registrar or the Co-Registrar or of a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated NoteTransfer Agent.

Registration, Transfer and Exchange of Notes. LOST NOTES. (a) The Notes are issuable as registered notes without coupons in denominations of Issuer shall cause to be kept at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office the Corporate Trust Office a register in which (the Company shall provide “Note Register”) for the registration of Notes registration, transfer and of transfers exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided, however, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Noteholder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Issuer, the Indenture Trustee or the Servicer, the Note Registrar shall provide the Issuer, the Indenture Trustee or the Servicer, as applicable, with the names and addresses of the Noteholders. (b) Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer shall be canceled and consequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person as the transferring Noteholder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange bore of Notes shall be entitled to the unpaid principal amount of same benefits under this Indenture as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every The Notes will not be registered under the Securities Act, under applicable state securities laws or under the laws of any other jurisdiction and may not be offered or sold within the United States or to, or for the account of any U.S. person (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No resale or transfer of any Note surrendered may be made unless such resale or transfer is made in accordance with this Indenture and only if (i) in the case of a transfer of the Class A-1 Notes only, in the United States to a person whom the seller reasonably believes is a qualified institutional buyer and who is also a Qualified Purchaser in a transaction meeting the requirements of Rule 144A, (ii) in the case of a transfer of Class A-2 Notes only, in the United States to a person whom the seller reasonably believes is an accredited investor and who is also a Qualified Purchaser, (iii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available) to a person who is a Qualified Purchaser, or (iv) pursuant to an effective registration statement under the Securities Act to a person who is a Qualified Purchaser, in each of cases (i) through (iv) in accordance with any applicable securities laws of any State of the United States. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Notes from it of the resale restrictions described herein. None of the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes under the Securities 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. (c) No resale or other transfer of any Note may be made to any transferee unless (i) such transferee is not, and will not acquire such Note on behalf or with the assets of, any Benefit Plan or (ii) no “prohibited transaction” under ERISA or section 4975 of the Code that is not subject to a statutory, regulatory or administrative exemption, and no violation of any Similar Law, will occur in connection with purchaser’s or such transferee’s acquisition, holding or disposition of such Note. In addition, the Notes may not be purchased by or transferred to any Benefit Plan or person acting on behalf of or with assets of any Benefit Plan, unless it represents that it is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Issuer, the Seller, the Originators, the Servicer, the Indenture Trustee, the Paying Agent, the Custodian, the Backup Servicer, the Lockbox Bank or the Placement Agent, or by any Affiliate of any such person. In addition to the applicable provisions of this Section 2.4 and the rules of the Depository, the exchange, transfer and registration of transfer of Global Notes shall only be made in accordance with Section 2.4(c) hereof and this Section 2.4(d). (d) No fee or service charge shall be imposed by the Note Registrar for its services in respect of any registration of transfer or exchange shall be duly endorsedreferred to in this Section 2.4. The Note Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or be accompanied by other governmental charge payable in connection with any such transfer. (e) None of the Issuer, the Indenture Trustee, the Servicer or the Note Registrar is obligated to register or qualify the Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of such Notes without registration or qualification. Any such Noteholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Issuer, the Indenture Trustee, the Servicer and the Note Registrar against any loss, liability or expense that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (f) The Servicer agrees to cause the Issuer, and the Issuer agrees to provide, upon the request of any holder of a written instrument Note or of transfer duly executedany beneficial owner therein, by such information as is specified in paragraph (d)(4) of Rule 144A under the Securities Act (i) to such holder or beneficial owner, (ii) to a prospective purchaser of such Note or interest therein who is a qualified institutional buyer (as defined under Rule 144A) designated by such holder or beneficial owner or (iii) to the Indenture Trustee for delivery to such holder's attorney duly authorized , beneficial owner or prospective purchaser, in writing. Any Note order to permit compliance with Rule 144A by such holder or Notes issued beneficial owner in exchange for any Note or upon transfer thereof shall carry connection with the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation resale of such Note andor beneficial interest therein by such holder or beneficial owner in reliance on Rule 144A unless, in at the case of any such loss, theft or destruction, upon receipt time of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Noterequest, the Company will make and deliver a new Note, Issuer is subject to the reporting requirements of like tenor, in lieu Section 13 or 15(d) of the lostUnited States Securities Exchange Act of 1934, stolenas amended. (g) The Notes represent the sole obligation of the Issuer payable from the Trust Estate and do not represent the obligations of the Originators, destroyed the Servicer, the Seller, the Backup Servicer, the Indenture Trustee or mutilated Notethe Custodian. (i) The Issuer may not, at any time, own any Class of Notes.

Registration, Transfer and Exchange of Notes. LOST NOTES. (a) The Notes are issuable as registered notes without coupons in denominations of Issuers shall cause to be kept at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office the Corporate Trust Office a register in which (the Company shall provide "Note Register") for the registration of Notes registration, transfer and of transfers exchange of Notes. The Indenture Trustee is hereby appointed "Note Registrar" for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided, however, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuers, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the applicable requirements of this Section 5.05. Upon request of the Indenture Trustee, the Note Registrar shall provide the Indenture Trustee with the names and addresses of Noteholders. (b) Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 5.05, the Issuers shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest canceled and interest to accrue which were carried subsequently destroyed by the Note so exchanged or transferred, so that neither gain nor loss of interest Registrar. Each new Note issued pursuant to this Section 5.05 shall result from any such transfer or exchange. Upon receipt of written notice from be registered in the holder name of any Note Person as the transferring Holder may request, subject to the applicable provisions of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Notethis Section 5.

Registration, Transfer and Exchange of Notes. LOST NOTES(a) The Owner Trust shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the "Registrar"). The Registrar shall keep a register of the Notes are issuable as registered notes without coupons in denominations and of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000their transfer and exchange. The Company Owner Trust may have one or more co-registrars. (b) The Owner Trust initially appoints the Indenture Trustee as Registrar in connection with the Notes. The Indenture Trustee shall keep maintain at its principal office the Indenture Trustee Office a register in which the Company shall it will provide for the registration of Notes and of transfers of Notes. Upon surrender for registration, registration of transfer and exchange of Notes (such register being referred to herein as the "Note Register"). If any Note is surrendered at the principal said office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore (accompanied by a written instrument of transfer duly executed by or on behalf of the holder thereof, together with the amount of any applicable transfer taxes), the Owner Trust will execute and the Indenture Trustee will authenticate and deliver, in the name of the designated transferee or transferees, if any, one or more new Notes (subject to the limitations specified in Sections 2.3 and 2.13) in any denomination or denominations not prohibited by this Indenture, as requested by the Person surrendering the Note, dated the same date as the Note so surrendered and of like tenor (including maturity) and aggregate unpaid principal amount of such Noteamount. No reference need be made Any Note or Notes issued in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for a registration of transfer or exchange. exchange shall be entitled to the same security and benefits to which the Note or Notes so transferred or exchanged were entitled, including, without limitation, rights as to interest accrued but unpaid and to accrue so that there will not be any loss or gain of interest on the Note or Notes surrendered. (c) Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed, executed by the holder of such Note thereof or such holder's his attorney duly authorized in writing, and the Indenture Trustee may require an opinion of counsel as to compliance of any such transfer with the Securities Act. Any The Indenture Trustee shall make a notation on each new Note of the amount of all payments of principal previously made on the old Note or Notes with respect to which such new Note is issued in exchange for any Note or upon transfer thereof shall carry and the rights to unpaid interest and interest to accrue date on which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.Indenture

Registration, Transfer and Exchange of Notes. LOST NOTES. (a) The Notes are issuable as registered notes without coupons in denominations of Issuer shall cause to be kept at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office the Corporate Trust Office a register in which the Company shall provide (“Note Register”) for the registration of Notes registration, transfer and of transfers exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided, however, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder hereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Issuer or the Indenture Trustee, the Note Registrar shall provide the Indenture Trustee with the names and addresses of any Noteholders. (b) Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer shall be canceled and consequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person as the transferring Holder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange bore of Notes shall be entitled to the unpaid principal amount of same benefits under this Indenture as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. (c) The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any state. Every Note surrendered for registration No resale or transfer of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such any Class A Note or Class B Note may be made unless such holder's attorney duly authorized resale or transfer is made in writing. Any Note accordance with this Indenture, in minimum denominations of $25,000 and in integral multiples of $1,000, and only if (i) such resale or Notes issued transfer is in exchange compliance with Rule 144A under the Securities Act, to a person whom the transferor reasonably believes is a Qualified Institutional Buyer (as defined in Rule 144A) that is purchasing for any Note its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such resale or transfer is being made in reliance upon transfer thereof shall carry Rule 144A under the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note Securities Act and, in the case of any the registered holder of a Note, as certified by such lossregistered holder (other than the Initial Purchaser and its initial transferees) in a letter in the form of Exhibit B hereto; (ii) such resale or transfer is in compliance with Regulation S under the Securities Act and, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of the registered holder of a Note, as certified by such registered holder (other than the Initial Purchaser and its initial transferees) in a letter in the form of Exhibit I hereto; (iii) after the appropriate holding period, such resale or transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act (if available); or (iv) such resale or transfer is made pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iv) in accordance with any applicable securities laws of any state of the United States and any other applicable jurisdiction. No resale or transfer of any Class C Note may be made unless such mutilation resale or transfer is made in accordance with this Indenture, in minimum denominations of $25,000 and in integral multiples of $1,000, and only if (i) such resale or transfer is in compliance with Rule 144A under the Securities Act, to a person whom the transferor reasonably believes is a Qualified Institutional Buyer (as defined in Rule 144A) that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such resale or transfer is being made in reliance upon surrender Rule 144A under the Securities Act and, in the case of the registered holder of a Note, as certified by such registered holder (other than the Initial Purchaser and cancellation its initial transferees) in a letter in the form of Exhibit B hereto; (ii) such resale or transfer is in compliance with Regulation S under the Securities Act and, in the case of the registered holder of a Note, as certified by such registered holder (other than the Initial Purchaser and its initial transferees) in a letter in the form of Exhibit I hereto, to a person whom the transferor reasonably believes is a Qualified Institutional Buyer (as defined in Rule 144A) that is purchasing for its own account or for the account of a Qualified Institutional Buyer; (iii) after the appropriate holding period, such resale or transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act (if available); or (iv) such resale or transfer is made pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iv) in accordance with any applicable securities laws of any state of the United States and any other applicable jurisdiction. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Notes from it of the resale restrictions described above. In addition to any certificates delivered by the beneficial owners of Notes represented by beneficial interests in a Global Note, each Person that purchases or otherwise acquires any beneficial interest in a Global Note shall be deemed, by its purchase or other acquisition thereof, to have represented, warranted and agreed as provided in the Company will make legends of such Note and deliver shall be deemed to have made the representations, warranties and covenants set forth with respect to a new Notetransferee in the letter attached as Exhibit B or Exhibit I hereto, as applicable. Any purported transfer of like tenor, a Note not in lieu accordance with this Section 2.4 shall be null and void and shall not be given effect for any purpose hereunder. None of the lostIssuer, stolen, destroyed the Servicer or mutilated Notethe Indenture Trustee is obligated to register or qualify the Notes under the Securities 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.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, 2,000,000 (or its equivalent if denominated in another currency) except as may be necessary to reflect any principal amount not evenly divisible by $100,0002,000,000 or as may be necessary to represent the entire principal amount of a Note being transferred or exchanged the principal amount of which shall be less than $2,000,000 (or its equivalent if denominated in another currency) because of prepayments; provided, however, that no such 39 minimum denomination shall apply to Notes issued to, or issued upon transfer by any holder of the Notes to, Prudential or one or more Prudential Affiliates or accounts managed by Prudential or Prudential Affiliates or to any other entity or group of affiliates so long as the Company shall have received a certificate from the proposed Transferee(s) in form and substance reasonably acceptable to the Company stating that the Notes so issued or transferred shall be managed by a single entity and the aggregate amount so issued or transferred to all such affiliates is at least $2,000,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment installment of principal payable on each prepayment installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment installment or prepayments installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, 1,000,000 except as may be necessary to reflect any principal amount not evenly divisible by $100,0001,000,000; provided, however, that no such minimum denomination shall apply to Notes issued to, or issued upon transfer by any holder of the Notes to, Prudential or one or more Prudential Affiliates or accounts managed by Prudential or Prudential Affiliates or to any other entity or group of affiliates with respect to which the Notes so issued or transferred shall be managed by a single entity. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment installment of principal payable on each prepayment installment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment installment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment installment or prepayments installments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES(a) Subject to such reasonable regulations as it may prescribe, the Registrar shall keep a record of exchanges and registrations of ownership, exchanges and transfers of Registered Notes at its Corporate Trust Office. The Co-Registrar shall also maintain a record of all registrations of ownership, exchange, and transfer of Registered Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000its Corporate Trust Office. The Company Registrar and Co-Registrar shall keep a record of all Registered Notes (the “Register”) at its principal office a register in which their Corporate Trust Offices. The Register shall show the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment Registered Notes, the date of principal payable on such date on issue, all subsequent transfers and changes of ownership in respect thereof and the Note surrendered for registration of transfer or exchange bore names, tax identification numbers (if relevant to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due a specific Holder) and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note addresses of the lossHolders of the Registered Notes and any payment instructions with respect thereto (if different from a Holder’s registered address). The Registrar and Co-Registrar shall also maintain a record (the “Record”) that shall include notations as to whether the Notes have been paid or cancelled, theft, destruction or mutilation of such Note and, in the case of any mutilated, destroyed, stolen or lost Notes, whether such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in Notes have been replaced. In the case of the replacement of any such mutilation upon surrender of the Notes, the Record shall include notations of the Note so replaced, and the Note issued in replacement thereof. In the case of the cancellation of such Noteany of the Notes, the Company will make and deliver a new Note, of like tenor, in lieu Record shall include notations of the lostNote so cancelled and the date on which such Note was cancelled. Each Transfer Agent shall notify the Registrar and the Co-Registrar of any transfers or exchanges of Registered Notes effected by it. The Registrar and the Co-Registrar shall at all reasonable times during office hours make the Register and the Record available to the Company or any Person authorized by the Company in writing for inspection and for the taking of copies thereof or extracts therefrom, stolenand at the expense and written direction of the Company the Registrar and the Co-Registrar shall deliver or cause to be delivered to such Persons all lists of Holders of Registered Notes, destroyed their addresses and amounts of such holdings as they may request. The Register and the Record shall be in written form in the English language or mutilated Notein any other form capable of being converted into such form within a reasonable time. The Co-Registrar shall give prompt notice to the Registrar and the Registrar shall likewise give prompt notice to the Co-Registrar of any registration of ownership, exchange or transfer of Notes or of any other entry to be made in the Register in accordance with this Indenture and any applicable regulation. As long as it is required by Argentine law or by the CNV, the Registrar shall keep a duplicate of the Register and the Record in the Spanish language in Argentina.

Registration, Transfer and Exchange of Notes. LOST NOTES(a) The Issuer shall cause to be kept at the Corporate Trust Office a register (the “Note Register”) for the registration, transfer and exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. The Notes are issuable as registered notes without coupons in denominations transferable or exchangeable only upon the surrender of such Note to the Note Registrar at least $100,000the Corporate Trust Office together with an assignment and transfer (executed by the Noteholder or his duly authorized attorney), except as may be necessary subject to reflect any principal amount not evenly divisible by $100,000the applicable requirements of this Section 2.4. The Company shall keep at its principal office a register in which Upon request of the Company Indenture Trustee, the Note Registrar shall provide for the registration Indenture Trustee with the names and addresses of Notes and of transfers of Notes. the Noteholders. (b) Upon surrender for registration of transfer of any Note at Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of denomination as the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer shall be canceled and subsequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person as the transferring Noteholder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange bore of Notes shall be entitled to the unpaid principal amount of same benefits under this Indenture as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. (c) The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any state. Every No resale or transfer of any Note surrendered may be made unless such resale or transfer is made in accordance with this Indenture and only if (i) in the United States to a person whom the transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A) that is purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A as certified by the transferee (other than the Funding Agents) in a letter in the form of Exhibit B hereto, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available) or (iii) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iii) in accordance with any applicable securities laws of any state of the United States. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Notes from it of the resale restrictions described herein. None of the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes under the Securities 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. (d) No resale or other transfer of any Note may be made to any transferee unless (i) such transferee is not, and will not acquire such Note on behalf or with the assets of, any Benefit Plan or (ii) no “prohibited transaction” under ERISA or section 4975 of the Code or Similar Law that is not subject to a statutory, regulatory or administrative exemption will occur in connection with 9 purchaser’s or such transferee’s acquisition or holding of such Note. In addition, the Notes may not be purchased by or transferred to any Benefit Plan or person acting on behalf of or with assets of any Benefit Plan, unless it represents that it is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Issuer, the Depositor, the Originators, the Servicer, the Indenture Trustee, the Owner Trustee, the Administrator, the Paying Agent, the Custodian, the Backup Servicer, the Lockbox Bank or the Funding Agents, or by any affiliate of any such person. In addition to the applicable provisions of this Section 2.4, the exchange, transfer and registration of transfer of Notes shall only be made in accordance with Section 2.4(c) and this Section 2.4(d). (e) No fee or service charge shall be imposed by the Note Registrar for its services in respect of any registration of transfer or exchange shall be duly endorsedreferred to in this Section 2.4. The Note Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or be accompanied by a written instrument other governmental charge payable in connection with any such transfer. (f) None of the Issuer, the Indenture Trustee, the Servicer or the Note Registrar is obligated to register or qualify the Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer duly executed, by the holder of such Note Notes without registration or such holder's attorney duly authorized in writingqualification. Any such Noteholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Issuer, the Indenture Trustee, the Servicer and the Note Registrar against any loss, liability or expense that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (g) The Servicer agrees to cause the Issuer, and the Issuer agrees to provide, such information as required under Rule 144A under the Securities Act so as to allow resales of Notes issued to “qualified institutional buyers” (as defined therein) in exchange for any Note accordance herewith. (h) The Notes represent the sole obligation of the Issuer payable from the Trust Estate and do not represent the obligations of the Originators, the Servicer, the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee, the Administrator or upon the Custodian. (i) Notwithstanding anything in this Section 2.4 or elsewhere in this Indenture or the Notes, the transfer thereof restrictions described herein shall carry apply only to the Noteholders and shall not apply to the Purchasers whose rights to unpaid interest and interest to accrue which were carried transfer interests in the Notes are governed solely by Section 8 of the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated NoteFunding Agreement.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried claimed by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note. Notwithstanding to the contrary herein, each Prudential and Purchaser agrees, and each Transferee by its acceptance of an interest in a Note agrees, that no Note (or any interest therein) shall be transferred to any Person which is not an Institutional Investor.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Replacement ---------------------------------------------------------- of Mutilated, Lost, Destroyed or Stolen Notes are issuable as registered notes without coupons --------------------------------------------- (1) A Note shall be transferred by the Holders in denominations person or by authorized attorney only on the Note Register upon surrender of at least $100,000, except as may be necessary the Notes for transfer to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office a register in which the Company shall provide for Trustee or the registration of Notes and of transfers of NotesTender Agent. Upon surrender for registration of transfer of any Note at the principal office Principal Office of the CompanyTrustee or the Principal Office of the Tender Agent, the Company shallIssuer shall execute, at its expenseand the Trustee or Tender Agent shall authenticate and deliver, execute and deliver in the name of the designated transferee or transferees, one or more new Notes of like tenor the same maturity, of any Authorized Denominations and of a like aggregate principal amount, registered in the name of such transferee or transferees. . (2) At the option of the holder of any NoteHolder, such Note Notes may be exchanged for other Notes of like tenor and the same maturity, of any authorized denominations, Authorized Denominations and of a like aggregate principal amount, upon surrender of the Note Notes to be exchanged at the principal office Principal Office of the CompanyTrustee or at the Principal Office of the Tender Agent. Whenever any Notes are so surrendered for exchange, the Company shallIssuer shall execute, at its expenseand the Trustee or the Tender Agent shall authenticate and deliver, execute and deliver the Notes which the holder Noteholder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date . (3) All Notes surrendered upon each new Note any exchange or transfer provided for in this Indenture shall be promptly canceled by the Trustee or the Tender Agent. (4) All Notes issued upon any transfer or exchange of Notes shall be the valid obligations of the Issuer and entitled to the same security and benefits under this Indenture as the Notes surrendered upon such transfer or exchange. (5) Every Note presented or surrendered for transfer or exchange shall be in (if so required by the same proportion to Trustee or the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall Tender Agent) be duly endorsed, or be accompanied by a written instrument of assignment or transfer in form satisfactory to the Trustee or the Tender Agent duly executed, by the holder of such Note Holder thereof or such holder's his attorney duly authorized in writing. Any . (6) The Issuer and the Trustee shall not be required (i) to transfer or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes and ending at the close of business on the day of such mailing, or Notes issued (ii) to transfer or exchange any Note so selected for redemption in whole or in part, or (iii) to exchange any Note during a period beginning at the opening of business on any Regular Record Date for such Note and ending at the close of business on the relevant Interest Payment Date therefor. (7) If (i) any mutilated Note is surrendered to the Trustee, or the Issuer and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case lieu of any such lossmutilated, theft destroyed, lost or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such stolen Note, the Company will make and deliver a new Note, Note of like tenor, principal amount, maturity, and bearing a number not contemporaneously outstanding. (8) Upon the transfer or exchange of any Note, or the issuance of any new Note under this Section, the Holder shall pay a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected therewith. (9) Every new Note issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the lostIssuer, stolenwhether or not the mutilated, destroyed destroyed, lost or mutilated Notestolen Note shall be at any time enforceable by anyone, and shall be entitled to all the security and benefits of this Indenture equally and ratably with all other Outstanding Notes. (10) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Registration, Transfer and Exchange of Notes. LOST NOTES. (a) The Notes are issuable as registered notes without coupons in denominations of Issuer shall cause to be kept at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office the Corporate Trust Office a register in which the Company shall provide (“Note Register”) for the registration of Notes registration, transfer and of transfers exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder hereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Issuer or the Indenture Trustee, the Note Registrar shall provide the Indenture Trustee with the names and addresses of any Noteholders. (b) Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer shall be canceled and consequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person as the transferring Holder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange bore of Notes shall be entitled to the unpaid principal amount of same benefits under this Indenture as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. (c) The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any state. Every No resale or transfer of any Note surrendered for may be made unless such resale or transfer is made in accordance with this Indenture, in minimum denominations of $100,000 and in integral multiples of $1,000, and only if (i) such resale or transfer is made to a person whom the seller reasonably believes is an accredited investor (as defined in Regulation D under the Securities Act), (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available), or (iii) pursuant to an effective registration statement under the Securities Act, in each of transfer cases (i) through (iii) in accordance with the applicable securities laws of any State of the United States. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Notes from it of the resale restrictions described above. Each Person that purchases or exchange otherwise acquires any beneficial interest in a Note shall be duly endorsed, or required to execute an investor representation letter in the form attached hereto as Exhibit B and shall otherwise be accompanied by a written instrument of transfer duly executeddeemed, by its purchase or other acquisition thereof, to have represented, warranted and agreed as provided in the holder legends of such Note or such holder's attorney duly authorized and shall be deemed to have made the representations, warranties and covenants set forth with respect to the representation letter attached as Exhibit B. Any purported transfer of a Note not in writing. Any Note or Notes issued in exchange accordance with this Section 2.4 shall be null and void and shall not be given effect for any Note purpose hereunder. None of the Issuer, the Servicer or upon the Indenture Trustee is obligated to register or qualify the Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note without registration. (d) The Issuer is not and will not be registered as an investment company under the Investment Company Act by reason of the loss, theft, destruction or mutilation of such Note and, exemption from registration contained in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.Section 3(c)(1)

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,0001,000,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,0001,000,000; provided, however, that no such minimum denomination shall apply to Notes issued upon transfer by any holder of the Notes to Prudential or Prudential Affiliates or to any other entity or group of affiliates with respect to which the Notes so issued or transferred shall be managed by a single entity. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company Indenture Trustee agrees with the Grantor that the Indenture Trustee shall keep at its principal office a register (herein sometimes referred to as the "Note Register") in which the Company provisions shall provide be made for the registration of Secured Notes and the registration of transfers or exchanges of Secured Notes. The Note Register shall be kept at the Indenture Trustee's Office, and the Indenture Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers or exchanges of Notes as provided herein. The Indenture Trustee shall be entitled to rely on the Note Register as a complete and accurate listing of all Holders. Upon surrender for registration of transfer of any Secured Note at the principal office of the CompanyIndenture Trustee's Office, the Company Grantor shall, at its expensethe expense of the Holder of such Secured Note, to the extent such transfer has been effected in accordance with the terms and provisions hereof, execute and deliver in the name of the transferee or transferees designated by the transferor in writing, one or more new Secured Note or Notes in a like aggregate principal amount bearing interest at the same rate for such Secured Note or Notes being transferred and, subject to Section 2.01 hereof, in the form of like tenor and Exhibit 1 hereto. At the option of the Holder of a Secured Note, Secured Notes may, at the expense of the Holder of such Secured Note, be exchanged for other Secured Notes of a like aggregate principal amount, registered payable to the same Person, bearing interest at the same rate and (subject to the second paragraph of Section 2.01(a) hereof) in the name of same form as such transferee or transferees. At the option of the holder of any Note, such Note may be Secured Notes being exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note Secured Notes to be exchanged at the Indenture Trustee's Office. Each new Secured Note issued upon surrender of any Secured Note for transfer or exchange shall be in the aggregate outstanding principal office amount of the CompanySecured Note being transferred or exchanged and in an original principal amount of at least $500,000 (except, if all of a Holder's Secured Notes are being exchanged or transferred, as may be necessary to evidence the entire outstanding principal amount of all such Secured Notes as of the date of such transfer or exchange) and dated the date to which interest shall have been paid with respect to such surrendered Secured Note or, if no such interest shall have been paid, the date of original issuance of such surrendered Secured Note. Whenever Subject to the provisions hereof, whenever any Secured Notes are so surrendered for exchange, the Company shall, at its expense, Grantor shall issue and execute and deliver the Indenture Trustee shall authenticate and deliver, the Secured Notes which the holder Holder making the exchange is entitled to receive. Each prepayment Except as expressly provided in this Article II and in the Secured Notes, there shall be no restrictions on the exchange or transfer of principal payable on each prepayment date upon each new any Secured Note issued upon hereunder, and the Indenture Trustee shall register any such requested transfer or exchange shall exchange; provided, that each Holder of a Secured Note shall, upon its acquisition thereof, be deemed to have made the representations, warranties and agreements set forth in the same proportion legend to the unpaid principal amount form of Secured Note attached as Exhibit 1 hereto (including, without limitation, the restrictions on transfer set forth therein). The Indenture Trustee need not authenticate or deliver new Secured Notes during any period beginning fifteen (15) days before and ending three (3) days after an Interest Payment Date, or beginning fifteen (15) days before a prepayment or redemption date specified in a notice of any prepayment or redemption and ending three (3) days after the date of such new Note as the prepayment or redemption. The provisions of principal payable on such date on the Note surrendered for this Section 2.09 restricting registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need any Secured Note shall be made subject in any such new Note each case to any prepayment or prepayments requirement of principal previously due and paid upon law that the Note surrendered for registration disposition of transfer or exchange. Every Note surrendered for registration the property of transfer or exchange shall be duly endorsedeach Holder, or of the property of the Person for whom each such Holder is acting, shall at all times be accompanied by a written instrument and remain within the control of transfer duly executed, by the holder of each such Note Holder or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferredPerson, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in as the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Notemay be.

Registration, Transfer and Exchange of Notes. LOST NOTES(a) The Issuer shall cause to be kept at the Corporate Trust Office a register (the “Note Register”) for the registration, transfer and exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided, however, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Noteholder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Issuer, the Indenture Trustee or the Servicer, the Note Registrar shall provide the Issuer, the Indenture Trustee or the Servicer, as applicable, with the names and addresses of the Noteholders. The Notes are issuable as intended to be obligations in registered notes without coupons in denominations form for purposes of at least $100,000Section 163(f), except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office a register in which Section 871(h)(2) and Section 881(c)(2) of the Company shall provide for the registration of Notes and of transfers of Notes. Code. (b) Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer shall be canceled and consequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person and in the form of Definitive Notes in one of the appropriate forms as the transferring Noteholder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange bore of Notes shall be entitled to the unpaid principal amount of same benefits under this Indenture as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. (c) The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any state. Every No resale or transfer of any Note surrendered or any interest therein may be made unless such resale or transfer is made pursuant to an effective registration statement under the Securities Act and an effective registration or a qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification because such transfer satisfies one of the following: (i) such resale or transfer is in compliance with Rule 144A under the Securities Act to a person who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such resale or transfer is being made in reliance upon Rule 144A under the Securities Act (or, on the Closing Date, Institutional Accredited Investors) as certified by such transferee (other than the Initial Purchasers and their 10 KL2 3337076.6 respective initial transferees) in a letter in the form of Exhibit B hereto; (ii) such resale or transfer is in compliance with Regulation S under the Securities Act as certified by such transferee (other than the Initial Purchasers and their respective initial transferees) in a letter in the form of Exhibit B hereto; or (iii) after the appropriate holding period, such resale or transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act, in each case, in accordance with any applicable securities laws of any state of the United States and any other applicable jurisdiction. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Notes from it of the resale restrictions described herein. None of the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes under the Securities 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. (d) In addition to the applicable provisions of this Section 2.4 and the rules of the Depository, the exchange, transfer and registration of transfer of Global Notes or exchange interests therein shall only be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized made in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Noteaccordance with this Section 2.4(d).

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company Security Trustee agrees with the Owner that the Security Trustee shall keep at its principal office a register (herein sometimes referred to as the “Certificate Register”) in which the Company provision shall provide be made for the registration of the Notes of each Class and the registration of transfers of Notesthe Notes of such Class and Series. Upon Prior to the due presentment for registration of the transfer of any Note, the Owner and the Security Trustee shall deem and treat the person in whose name such Note is registered on the Certificate Register as the absolute owner of such Note, and the Holder for the purpose of receiving payment of all amounts payable with respect to such Note, and for all other purposes whether or not such Note is overdue, and neither the Owner nor the Security Trustee shall be affected by notice to the contrary. The Certificate Register shall be kept at the Payment Office of the Security Trustee or at the office of any successor Security Trustee, and the Security Trustee is hereby appointed “Certificate Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Subject to the terms and conditions of Section 14(c), upon surrender for registration of transfer of any Note of any Class and Series at the principal office Payment Office and upon delivery by the Security Trustee to the Owner of such surrendered Note, the Owner shall execute, and the Security Trustee shall deliver, in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transfereesClass and Series. At the option of the holder Holder, its Notes of any Note, such Note Class and Series may be exchanged for other Notes of like tenor such Class and Series of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note Notes to be exchanged at the Payment Office. Each new Note issued upon transfer or exchange shall be in a principal office amount of at least (i) $5,000,000 (in the aggregate), in the case of the CompanySenior Notes and (ii) $2,000,000 (in the aggregate), in the case of the Junior Notes (except as may be necessary to evidence the entire outstanding principal amount of a Note) and dated the Delivery Date. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, Owner shall execute and deliver the Notes which the holder Holder making the exchange is entitled to receive. Each prepayment Holder may also assign to any assignee an interest in any Note held by it and the Security Trustee shall, upon receipt of principal payable on each prepayment date upon each new a written request of such assignee, accompanied by such proof of such assignment as the Security Trustee may reasonably require, register in the name of such assignee such interest in such Note and thereafter such assignee shall be a Holder for all purposes of the Operative Documents (subject to any limitations in the instrument of assignment). All Notes issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore of Notes shall be the valid obligations of the Owner evidencing the same respective obligations, and entitled to the unpaid principal amount of same security and benefits under this Mortgage, as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note presented or surrendered for registration of transfer or exchange exchange, shall (if so required by the Security Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Security Trustee duly executed, executed by the holder of such Note Holder thereof or such holder's his attorney duly authorized in writing, and the Security Trustee may require evidence satisfactory to it as to the compliance of any such transfer with the Securities Act and the securities laws of any applicable state. Any The Security Trustee shall make a notation on each new Note or Notes issued in exchange for any of the amount of all payments of principal previously made on the old Note or upon Notes with respect to which such new Note is issued and the date to which interest accrued on such old Note or Notes has been paid and the extent, if any, to which any interest therein has been subject to a registered assignment. The Security Trustee shall not be required to register the transfer thereof of or exchange any surrendered Notes as above provided during the five calendar day period preceding the due date of any payment on such Notes. Any Holder may transfer any or all of its Notes to any Permitted Transferee subject to the terms of Section 14(c). The Owner and the Security Trustee shall carry treat the rights to unpaid interest Person in whose name each Note is registered on the Certificate Register as the Holder with respect thereto for all purposes hereof until due presentment for registration of transfer as provided in this Section 14(d). The Security Trustee shall give the Owner and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss each Holder notice of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any a Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Noteunder this Section 14(d).

Registration, Transfer and Exchange of Notes. LOST NOTES. (a) The Notes are issuable as registered notes without coupons in denominations of Issuer shall cause to be kept at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office the Corporate Trust Office a register in which the Company shall provide (“Note Register”) for the registration of Notes registration, transfer and of transfers exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder hereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Issuer or the Indenture Trustee, the Note Registrar shall provide the Indenture Trustee with the names and addresses of any Noteholders. (b) Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer shall be canceled and consequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person as the transferring Holder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange bore of Notes shall be entitled to the unpaid principal amount of same benefits under this Indenture as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. (c) The Notes will not be registered or qualified under the Securities Act, under applicable state securities laws or under the laws of any other jurisdiction and may not be offered or sold within the United States or to, or for the account of any U.S. person (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Every No sale, resale or transfer of any Note surrendered may be made unless such sale, resale or transfer is made in accordance with this Indenture, in minimum denominations of $100,000 and in integral multiples of $1,000 and only if such resale or transfer is made (i)(A) in the United States to a person whom the seller reasonably believes is an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) (an “IAI”) and a “qualified purchaser” (within the meaning of Section 2(a)(51) of the Investment Company Act, as amended) (a “QP”), or (B) outside the United States in a transaction complying with the provisions of Rule 904 under the Securities Act to a person that is an IAI and QP, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available) to a persons that is a QP, or (iii) pursuant to an effective registration statement under the Securities Act to a persons that is a QP, in each of cases (i) through (iii) in accordance with the applicable securities laws of any State of the United States. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Notes from it of the resale restrictions described above. Each Person that purchases or otherwise acquires any beneficial interest in a Note shall be required to execute an investor representation letter in the form attached hereto as Exhibit B and shall otherwise be deemed, by its purchase or other acquisition thereof, to have represented, warranted and agreed as provided in the legends of such Note and shall be deemed to have made the representations, warranties and covenants set forth with respect to the representation letter attached as Exhibit B. Any purported transfer of a Note not in accordance with this Section 2.4 shall be null and void and shall not be given effect for any purpose hereunder. None of the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes under the Securities 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. (d) No resale or other transfer of any Note may be made to any transferee unless (A) such transferee is not, and will not acquire such Note on behalf or with the assets of, any Benefit Plan or (B) no non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code will occur by reason of the availability of ▇▇▇▇ ▇▇-▇▇, ▇▇▇▇ ▇▇-▇, ▇▇▇▇ 91-38, PTCE 95-60 or PTCE 96-23, all of the conditions of which will be met or occur in connection with the acquisition, holding or disposition of such Note or, with respect to any other plan or entity subject to Similar Law, such purchase and holding will not be prohibited by reason of an exemption available to the transaction. (e) No fee or service charge shall be imposed by the Note Registrar for its services in respect of any registration of transfer or exchange shall be duly endorsedreferred to in this Section 2.4. The Note Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or be accompanied by a written instrument other governmental charge payable in connection with any such transfer. (f) None of the Issuer, the Indenture Trustee, the Servicer or the Note Registrar is obligated to register or qualify the Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer duly executed, by the holder of such Note Notes without registration or such holder's attorney duly authorized in writingqualification. Any Note or Notes issued in exchange for any Note or upon such Noteholder desiring to effect such transfer thereof shall carry shall, and does hereby agree to, indemnify the rights to unpaid interest Issuer, the Indenture Trustee, the Servicer and interest to accrue which were carried by the Note Registrar against any loss, liability or expense that may result if the transfer is not so exchanged exempt or transferredis not made in accordance with such federal and state laws. (g) The Servicer agrees to cause the Issuer, and the Issuer agrees to provide, such information as may be required under Rule 144 under the Securities Act so that neither gain nor loss as to allow resales of interest shall result from any such transfer or exchange. Upon receipt Notes in accordance with Rule 144 and in accordance herewith. (h) The Notes represent the sole obligation of written notice the Issuer payable from the holder of any Note Trust Estate and do not represent the obligations of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such NoteOriginator, the Company will make and deliver a new NoteServicer, of like tenorthe Backup Servicer, in lieu of the lost, stolen, destroyed Indenture Trustee or mutilated Notethe Custodian.

Registration, Transfer and Exchange of Notes. LOST NOTESThe Owner Lessor shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the "Registrar"). The Registrar shall keep a register of the Notes are issuable as registered notes without coupons in denominations and of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000their transfer and exchange. The Company Owner Lessor may have one or more co-registrars. The Owner Lessor initially appoints the Lease Indenture Trustee as Registrar in connection with the Notes. The Lease Indenture Trustee shall keep maintain at its principal office the Lease Indenture Trustee Office a register in which the Company shall it will provide for the registration of Notes and of transfers of Notes. Upon surrender for registration, registration of transfer and exchange of Notes (such register being referred to herein as the "Note Register"). If any Note is surrendered at the principal said office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore (accompanied by a written instrument of transfer duly executed by or on behalf of the holder thereof, together with the amount of any applicable transfer taxes), the Owner Lessor will execute and the Lease Indenture Trustee will authenticate and deliver, in the name of the designated transferee or transferees, if any, one or more new Notes (subject to the limitations specified in Sections 2.3 and 2.13 hereof) in any denomination or denominations not prohibited by this Indenture, as requested by the Person surrendering the Note, dated the same date as the Note so surrendered and of like tenor and aggregate unpaid principal amount of such Noteamount. No reference need be made Any Note or Notes issued in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for a registration of transfer or exchangeexchange shall be valid obligations of the Owner Lessor entitled to the same security and benefits to which the Note or Notes so transferred or exchanged were entitled, including rights as to interest accrued but unpaid and to accrue so that there will not be any loss or gain of interest on the Note or Notes surrendered. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Lease Indenture Trustee duly executed, executed by the holder of such Note thereof or such holder's his attorney duly authorized in writing, and the Lease Indenture Trustee may require opinion of counsel as to compliance of any such transfer with the Securities Act. Any The Lease Indenture Trustee shall make a notation on each new Note of the amount of all payments of principal previously made on the old Note or Notes with respect to which such new Note is issued in exchange for any and the date on which such new Note is issued and the date to which interest on such old Note or upon transfer thereof Notes shall carry have been paid. The Lease Indenture Trustee shall not be required to register the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder exchange of any Note of during the loss, theft, destruction or mutilation of such Note and, in 10 days preceding the case due date of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of payment on such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. (a) The Notes are issuable as registered notes without coupons in denominations of Issuer shall cause to be kept at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office the Corporate Trust Office a register in which (the Company shall provide “Note Register”) for the registration of Notes registration, transfer and of transfers exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided, however, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Noteholder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Issuer, the Indenture Trustee or the Servicer, the Note Registrar shall provide the Issuer, the Indenture Trustee or the Servicer, as applicable, with the names and addresses of the Noteholders. (b) Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer shall be canceled and consequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person and in the form of Definitive Notes in one of the appropriate forms as the transferring Noteholder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange bore of Notes shall be entitled to the unpaid principal amount of same benefits under this Indenture as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. (c) The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any state. Every No resale or transfer of any Note surrendered or any interest therein may be made unless such resale or transfer is made pursuant to an effective registration statement under the Securities Act and an effective registration or a qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification because such transfer satisfies one of the following: (i) such resale or transfer is in compliance with Rule 144A under the Securities Act to a person who the transferor reasonably believes is a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that such resale or transfer is being made in reliance upon Rule 144A under the Securities Act as certified by such transferee (other than the Initial Purchasers and their respective initial transferees) in a letter in the form of Exhibit B hereto; (ii) such resale or transfer is in compliance with Regulation S under the Securities Act as certified by such transferee (other than the Initial Purchasers and their respective initial transferees) in a letter in the form of Exhibit B hereto; or (iii) after the appropriate holding period, such resale or transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act, in each case, in accordance with any applicable securities laws of any state of the United States and any other applicable jurisdiction. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Notes from it of the resale restrictions described herein. None of the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes under the Securities 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. (d) In addition to the applicable provisions of this Section 2.4 and the rules of the Depository, the exchange, transfer and registration of transfer of Global Notes or exchange interests therein shall only be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized made in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Noteaccordance with this Section 2.4(d).

Registration, Transfer and Exchange of Notes. LOST NOTES(a) The Issuer shall cause to be kept at the Corporate Trust Office a register (the "Note Register") for the registration, transfer and exchange of Notes. The Indenture Trustee is hereby appointed "Note Registrar" for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. The Notes are issuable as registered notes without coupons in denominations transferable or exchangeable only upon the surrender of such Note to the Note Registrar at least $100,000the Corporate Trust Office together with an assignment and transfer (executed by the Noteholder or his duly authorized attorney), except as may be necessary subject to reflect any principal amount not evenly divisible by $100,000the applicable requirements of this Section 2.4. The Company shall keep at its principal office a register in which Upon request of the Company Indenture Trustee, the Note Registrar shall provide for the registration Indenture Trustee with the names and addresses of Notes and of transfers of Notes. the Noteholders. (b) Upon surrender for registration of transfer of any Note at Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of denomination as the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest canceled and interest to accrue which were carried subsequently destroyed by the Note so exchanged or transferred, so that neither gain nor loss of interest Registrar. Each new Note issued pursuant to this Section 2.4 shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, be registered in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.the

Registration, Transfer and Exchange of Notes. LOST NOTES. (a) The Notes are issuable as registered notes without coupons in denominations of Issuer shall cause to be kept at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office the Corporate Trust Office a register in which (the Company shall provide "Note Register") for the registration of Notes registration, transfer and of transfers exchange of Notes. The Indenture Trustee is hereby appointed "Note Registrar" for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided, however, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Indenture Trustee, the Note Registrar shall provide the Indenture Trustee with the names and addresses Noteholders. (b) Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest canceled and interest to accrue which were carried subsequently destroyed by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchangeRegistrar. Upon receipt of written notice from the holder of any Each new Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.issued pursuant to this Section 2.4

Registration, Transfer and Exchange of Notes. LOST NOTES(a) The Company shall maintain at the offices of the Company as set forth on the signature pages of this Agreement, the Note Register for registration of the Notes and transfers thereof. The On the Closing Date, the Company shall register the outstanding Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary issued to reflect any principal amount not evenly divisible by $100,000SFP. The Company shall keep at its principal office a register may deem and treat the registered Noteholder as the absolute owner of the Note registered to such Holder and (notwithstanding any notation of ownership or other writing on the Note made by any Person) for the purpose of any exercise thereof or any distribution to the Noteholder, and for all other purposes. (b) Upon satisfaction of each condition set forth in which SECTION 5.1 hereof, the Company shall provide for register the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any outstanding Note in the Note Register upon surrender of such Note to the Company at the principal office offices of the CompanyCompany as set forth on the signature pages of this Agreement, accompanied (if so required by it) by a written instrument or instruments of transfer in form satisfactory to it, duly executed by the Company shallregistered Noteholder or by the duly appointed legal representative thereof. Upon any such registration of transfer, at its expense, execute a new Note evidencing such transferred Note shall be issued to the transferee and deliver one or more new Notes the surrendered Note shall be canceled. If less than all of like tenor and the principal amount of a like aggregate Note surrendered for transfer is to be transferred, a new Note shall be issued to the Noteholder surrendering such Note evidencing such remaining principal amount, registered in the name of such transferee or transferees. At balance. (c) The Notes may be exchanged at the option of the holder Noteholders thereof, when surrendered to the Company at the offices of any Notethe Company as set forth on the signature pages of this Agreement, such for another Note may be exchanged for or other Notes of like tenor and of any authorized denominations, of representing in the aggregate a like aggregate principal amount, upon surrender number of the Note to be exchanged at the principal office of the CompanyNotes. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon shall be canceled. (d) No charge shall be made for any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange except for any Note Tax or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, other governmental charge imposed in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Noteconnection therewith.

Registration, Transfer and Exchange of Notes. LOST NOTES. (a) The Notes are issuable as registered notes without coupons in denominations of Issuer shall cause to be kept at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office the Corporate Trust Office a register in which the Company shall provide (“Note Register”) for the registration of Notes registration, transfer and of transfers exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided, however, in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder hereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Indenture Trustee, the Note Registrar shall provide the Indenture Trustee with the names and addresses of any Noteholders. (b) Upon surrender for registration of transfer of any Note at Definitive Note, subject to the principal office applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the Companydesignated transferee or transferees, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and in denominations of a like aggregate principal amount, registered in denomination as the name of such transferee or transferees. At the option of the holder of any Note, such Definitive Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receivebeing surrendered. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer shall be canceled and consequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person as the transferring Holder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange bore of Notes shall be entitled to the unpaid principal amount of same benefits under this Indenture as the Notes surrendered upon such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. (c) The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any state. Every Note surrendered for registration of No resale or transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note may be made unless such resale or transfer is made in accordance with this Indenture, in minimum denominations of $25,000 and in integral multiples of $1,000, and only if (i) such resale or transfer is in compliance with Rule 144A under the lossSecurities Act, theft, destruction to a person whom the transferor reasonably believes is a Qualified Institutional Buyer (as defined in Rule 144A) that is purchasing for its own account or mutilation for the account of a Qualified Institutional Buyer and to whom notice is given that such Note resale or transfer is being made in reliance upon Rule 144A under the Securities Act and, in the case of any the registered holder of a Note, as certified by such lossregistered holder (other than the Initial Purchaser and its initial transferees) in a letter in the form of Exhibit B hereto; (ii) such resale or transfer is in compliance with Regulation S under the Securities Act and, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of the registered holder of a Note, as certified by such registered holder (other than the Initial Purchaser and its initial transferees) in a letter in the form of Exhibit I hereto; (iii) after the appropriate holding period, such resale or transfer is pursuant to an exemption from registration under the Securities Act provided by Rule 144 under the Securities Act (if available); or (iv) such resale or transfer is made pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iv) in accordance with any such mutilation upon surrender applicable securities laws of any state of the United States and cancellation any other applicable jurisdiction. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Notes from it of the resale restrictions described above. In addition to any certificates delivered by the beneficial owners of Notes represented by beneficial interests in a Global Note, each Person that purchases or otherwise acquires any beneficial interest in a Global Note shall be deemed, by its purchase or other acquisition thereof, to have represented, warranted and agreed as provided in the Company will make legends of such Note and deliver shall be deemed to have made the representations, warranties and covenants set forth with respect to a new Notetransferee in the letter attached as Exhibit B or Exhibit I hereto, as applicable. Any purported transfer of like tenor, a Note not in lieu accordance with this Section 2.4 shall be null and void and shall not be given effect for any purpose hereunder. None of the lostIssuer, stolen, destroyed the Servicer or mutilated Notethe Indenture Trustee is obligated to register or qualify the Notes under the Securities 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.

Registration, Transfer and Exchange of Notes. LOST NOTESThe Owner Lessor shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the "Registrar"). The Registrar shall --------- keep a register of the Notes are issuable as registered notes without coupons in denominations and of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000their transfer and exchange. The Company Owner Lessor may have one or more co-registrars. The Owner Lessor initially appoints the Lease Indenture Trustee as Registrar in connection with the Notes. The Lease Indenture Trustee shall keep maintain at its principal office the Lease Indenture Trustee Office a register in which the Company shall it will provide for the registration, registration of transfer and exchange of Notes and of transfers of Notes(such register being referred to herein as the "Note ---- Register"). Upon surrender If any Note is surrendered at said office for registration of -------- transfer or exchange (accompanied by a written instrument of transfer duly executed by or on behalf of the holder thereof, together with the amount of any Note at applicable transfer taxes), the principal office Owner Lessor will execute and the Lease Indenture Trustee will authenticate and deliver, in the name of the Companydesignated transferee or transferees, the Company shallif any, at its expense, execute and deliver one or more new Notes (subject to the limitations specified in Sections 2.3 and 2.13) in any denomination or denominations not prohibited by this Indenture, as requested by the Person surrendering the Note, dated the same date as the Note so surrendered and of like tenor and of a like aggregate unpaid principal amount, registered . Any Note or Notes issued in the name a registration of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in valid obligations of the Owner Lessor entitled to the same proportion security and benefits to which the Note or Notes so transferred or exchanged were entitled, including rights as to interest accrued but unpaid principal amount and to accrue so that there will not be any loss or gain of such new Note as the prepayment of principal payable on such date interest on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchangeNotes surrendered. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Lease Indenture Trustee duly executed, executed by the holder of such Note thereof or such holder's his attorney duly authorized in writing, and the Lease Indenture Trustee may require an opinion of counsel as to compliance of any such transfer with the Securities Act. Any The Lease Indenture Trustee shall make a notation on each new Note of the amount of all payments of principal previously made on the old Note or Notes with respect to which such new Note is issued in exchange for any and the date on which such new Note is issued and the date to which interest on such old Note or upon transfer thereof Notes shall carry have been paid. The Lease Indenture Trustee shall not be required to register the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder exchange of any Note of during the loss, theft, destruction or mutilation of such Note and, in 10 days preceding the case due date of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of payment on such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable and transferable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

Registration, Transfer and Exchange of Notes. LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,0001,000,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,0001,000,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like then aggregate outstanding principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.