BASE INDENTURE, dated as of December 19, 2006, between ST. ANDREW FUNDING TRUST, a statutory trust established under the laws of Delaware, as issuer (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as indenture trustee (in such capacity, the “Indenture Trustee”).

W I T N E S S E T H:

WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of one or more series of the Issuer’s Residential Mortgage Loan Subordinated Notes (the “Subordinated Notes”), issuable as provided in this Indenture; and

WHEREAS, all things necessary to make this Indenture a legal, valid and binding agreement of the Issuer, in accordance with its terms, have been done, and the Issuer proposes to do all the things necessary to make the Subordinated Notes, when executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by the Issuer, the legal, valid and binding obligations of the Issuer as hereinafter provided;

NOW, THEREFORE, for and in consideration of the premises and the receipt of the Subordinated Notes by the Subordinated Noteholders, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Subordinated Noteholders, as follows:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 Definitions. Certain capitalized terms used herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Definitions List attached to the Security Agreement, dated as of December 19, 2006, between the Issuer and Deutsche Bank Trust Company Americas, as Collateral Agent, as Schedule I thereto (the “Definitions List”), as such Definitions List may be amended or modified from time to time in accordance with the provisions thereof.

SECTION 1.2 Cross-References. Unless otherwise specified, references in this Indenture and in each other Program Document to any Article or Section are references to such Article or Section of this Indenture or such other Program Document, as the case may be and, unless otherwise specified, references in any Article, Section or definition to any clause are references to such clause of such Article, Section or definition.

SECTION 1.3 Accounting and Financial Determinations; No Duplication. Where the character or amount of any asset or liability or item of income or expense is required to be determined, or any accounting computation is required to be made, for the purpose of this Indenture, such determination or calculation shall be made, to the extent applicable and except as otherwise specified in this Indenture, in accordance with GAAP. When used herein, the term “financial statement” shall include the notes and schedules thereto. All accounting determinations and computations hereunder or under any other Program Documents shall be made without duplication.

SECTION 1.4 Rules of Construction. In this Indenture, unless the context otherwise requires:

(i) the singular includes the plural and vice versa;

(ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Indenture, and reference to any Person in a particular capacity only refers to such Person in such capacity;

(iii) reference to any gender includes the other gender;

(iv) reference to any Requirement of Law means such Requirement of Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time;

(v) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; and

(vi) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding”.

ARTICLE 2

THE NOTES

SECTION 2.1 Designation and Terms of Subordinated Notes. Each Series of Subordinated Notes shall be substantially in the form specified in the applicable Supplement and shall bear, upon its face, the designation for such Series to which it belongs so selected by the Issuer and set forth in the related Supplement. All Subordinated Notes of any Series shall, except as specified in the related Supplement, be equally and ratably entitled as provided herein to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Indenture and the applicable Supplement. Subject to the conditions contained herein and in the other Program Documents, the aggregate Principal Amount of Subordinated Notes which may be authenticated and delivered under this Indenture is unlimited. Unless otherwise provided in the applicable Supplement, each Series of Subordinated Notes shall have Payment Dates on the 25th day of each month (or if such day is not a Business Day, the next following Business Day). Unless otherwise provided in the applicable Supplement, the Subordinated Notes shall be in denominations of $250,000 and integral multiples of $1,000 in excess thereof.

SECTION 2.2 Subordinated Notes Issuable in Series. The Subordinated Notes may be issued in one or more Series. Each Series of Subordinated Notes shall be created by a Supplement. Subordinated Notes of a new Series may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication and thereupon the same shall be authenticated and delivered by the Indenture Trustee on the related Series Closing Date upon the receipt by the Indenture Trustee of an Issuer Request at least two (2) Business Days in advance of the related Series Closing Date and upon delivery by the Issuer to the Indenture Trustee, and receipt by the Indenture Trustee, of the following:

(a) an Issuer Order authorizing and directing the authentication and delivery of the Subordinated Notes of such new Series by the Indenture Trustee and specifying the designation of such new Series, the aggregate Initial Principal Amount of Subordinated Notes of such new Series to be authenticated and the Subordinated Note Rate (or the method for allocating interest payments or other cash flow) with respect to such new Series;

(b) a Supplement in form satisfactory to the Indenture Trustee executed by the Issuer and the Indenture Trustee and specifying the Principal Terms of such new Series;

(c) with respect to the issuance of such Series of Subordinated Notes, written confirmation that the Rating Agency Confirmation Condition shall have been satisfied with respect to such issuance;

(d) an Officer’s Certificate of the Issuer dated as of the applicable Series Closing Date to the effect that (i) no Event of Default or Potential Event of Default is continuing or will occur as a result of the issuance of the new Series of Subordinated Notes, (ii) the issuance of the new Series of Subordinated Notes will not result in any breach of any of the terms, conditions or provisions of or constitute a default under any indenture, mortgage, deed of trust or other agreement or instrument to which the Issuer is a party or by which it or its property is bound or any order of any court or administrative agency entered in any suit, action or other judicial or administrative proceeding to which the Issuer is a party or by which it or its property may be bound or to which it or its property may be subject and (iii) all conditions precedent provided in this Base Indenture and the related Supplement with respect to the authentication and delivery of the new Series of Subordinated Notes have been complied with;

(e) unless otherwise specified in the related Supplement, an Opinion of Counsel, subject to the assumptions and qualifications stated therein, and in a form substantially acceptable to the Indenture Trustee, dated the applicable Series Closing Date, substantially to the effect that:

(i) (x) the new Series of Subordinated Notes will be treated as indebtedness of the Issuer for federal income tax purposes and, if applicable, (y) the issuance of such Series will not adversely affect the federal income tax characterization of the outstanding Notes of any Series;

(ii) all instruments furnished to the Indenture Trustee conform in all material respects to the requirements of this Base Indenture and the related Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Indenture Trustee to authenticate and deliver the new Series of Subordinated Notes, and all conditions precedent provided for in this Base Indenture and the related Supplement with respect to the authentication and delivery of the new Series of Subordinated Notes have been complied with in all material respects;

(iii) the Issuer is duly organized under the jurisdiction of its formation and has the power and authority to execute and deliver the related Supplement, this Base Indenture and each other Program Document to which it is a party and to issue the new Series of Subordinated Notes;

(iv) the related Supplement, this Base Indenture, and each of the other Program Documents to which the Issuer is a party have been duly authorized, executed and delivered by the Issuer;

(v) the new Series of Subordinated Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Supplement, will constitute valid, binding and enforceable obligations of the Issuer entitled to the benefits of this Base Indenture and the related Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity;

(vi) this Base Indenture, the related Supplement and each of the other Program Documents to which the Issuer is a party are legal, valid and binding agreements of the Issuer enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity;

(vii) the Issuer is not, and is not controlled by, an “investment company” within the meaning of, and is not required to register as an “investment company” under, the Investment Company Act, and this Base Indenture and the related Supplement are not required to be registered or qualified under the Trust Indenture Act;

(viii) the offer and sale of the new Series of Subordinated Notes is not required to be registered under the Securities Act;

(ix) as to the new Series of Subordinated Notes and any outstanding Series of Subordinated Notes, the opinions of counsel relating to (A) the validity, perfection and priority of security interests, (B) the nature of the transfer of each of the Mortgage Loans as a “true sale” and not as a financing arrangement, (C) the analysis of substantive consolidation of the assets of the Issuer with the assets of Home123 in the event of the insolvency of Home123, (D) there being no pending or threatened litigation which, if adversely determined, would materially and adversely affect the ability of the Issuer to perform its obligations under any of the Program Documents, and (E) the absence of any conflict with or violation of any court decree, injunction, writ or order applicable to the Issuer or any breach or default of any indenture, agreement or other instrument as a result of the issuance of such Series of Subordinated Notes by the Issuer, as furnished by counsel retained by the Issuer (or in-house counsel to the Issuer, as applicable) in connection with the issuance of the initial Series of Subordinated Notes, are reaffirmed in all respects; and

(x) such other matters as the Indenture Trustee may reasonably require; and

(f) evidence, satisfactory to the Indenture Trustee that (i) if applicable, an increase in the notional amount of the Interest Rate Swaps shall have been obtained or one or more replacement Swap Counterparties shall have entered into one or more additional or replacement Interest Rate Swaps in a maximum aggregate notional amount equal to the then-current Facility Size; (ii) after giving effect to the issuance of such Series of Subordinated Notes, no Termination Event shall have occurred; (iii) the Payment Dates of such Series of Subordinated Notes shall be identical to the Payment Dates of all outstanding Series of Subordinated Notes; and (iv) such Series of Subordinated Notes shall rank pari passu with all other issued and outstanding Series of Subordinated Notes.

Upon satisfaction of such conditions, the Indenture Trustee shall authenticate and deliver, as provided above, such Series of Subordinated Notes upon execution thereof by the Issuer.

SECTION 2.3 Supplement for Each Series. In conjunction with the issuance of a new Series of Subordinated Notes, the parties hereto shall execute a Supplement (each, a “Supplement”), which shall specify the relevant terms with respect to such new Series of Subordinated Notes, which shall include, as applicable: (i) its name or designation, (ii) the aggregate Principal Amount, as applicable, of Subordinated Notes of such Series, (iii) the Subordinated Note Rate (or the method for calculating such Subordinated Note Rate) with respect to such Series, (iv) the interest payment date or dates and the date or dates from which interest shall accrue, (v) the method of allocating Collections with respect to such Series and the method by which the Principal Amount of Subordinated Notes of such Series shall amortize or accrete, (vi) the names of any accounts to be used by such Series and the terms governing the operation of any such account, and (vii) any other relevant terms of such Series of Subordinated Notes that do not (subject to Article 12 hereof) change the terms of any outstanding Series of Subordinated Notes or otherwise materially conflict with the provisions of this Indenture and that do not prevent the satisfaction of the Rating Agency Confirmation Condition with respect to the issuance of such new Series (all such terms, the “Principal Terms” of such Series).

SECTION 2.4 Subordination. (a) Notwithstanding anything in this Indenture or the Subordinated Notes to the contrary, the Holders of the Subordinated Notes agree for the benefit of the Holders of the Senior Notes that the rights of the Holders of the Subordinated Notes in and to the Collateral and to receive payments hereunder shall be subordinate and junior to the Holders of the Senior Notes and to certain other fees, indemnities, expenses and obligations of the Issuer, as set forth in Sections 2.01 and 6.03 of the Security Agreement, to the extent and in the manner set forth in this Indenture and the Security Agreement.

(b) If any Event of Default has occurred and has not been cured or waived, principal of and interest on the Senior Notes shall be paid in full before any further payment is made on account of the Subordinated Notes.

(c) In the event that notwithstanding the provisions of this Indenture, any Holder of any Subordinated Notes shall have received any payment in respect of such Subordinated Notes contrary to the provisions of the Security Agreement or this Indenture, then, unless and until the Senior Notes shall have been paid in full in cash in accordance with the Security Agreement, such payment shall be received and held in trust for the benefit of, and shall forthwith be paid over and delivered to, the Indenture Trustee, which shall pay and deliver the same to the Holders of the Senior Notes in accordance with this Indenture and the Security Agreement; provided that, if any such payment is made other than in cash, it shall be held by the Indenture Trustee as part of the Collateral and subject in all respects to the provisions of this Indenture and the Security Agreement, including, without limitation, this Section 2.4.

(d) Each Holder of Subordinated Notes agrees with the Holders of the Senior Notes that the Holders of the Subordinated Notes shall not demand, accept, or receive any payment in respect of such Subordinated Notes in violation of the provisions of the Security Agreement or this Indenture including, without limitation, this Section 2.4; provided that after the Senior Notes have been paid in full, the Holders of Subordinated Notes shall be fully subrogated to the rights of the Holders of the Senior Notes. Nothing in this Section 2.4 shall affect the obligation of the Issuer to pay Holders of Subordinated Notes.

(e) This Section 2.4 shall survive termination of this Agreement.

SECTION 2.5 No Priority Among Subordinated Notes. The holders of all Series of Subordinated Notes shall, except as specified in the related Supplement, rank equally as to receipt of interest and principal, with no preference or priority being afforded to the holders of any one Series of Subordinated Notes over the holders of any other Series of Subordinated Notes.

SECTION 2.6 Principal Amount Charge-Offs; Principal Amount Reinstatement. On any date of determination, in the event the Required Draw Amount exceeds the Available Amount in the Reserve Fund, the Principal Amount of all Series of Subordinated Notes will be reduced, pro rata, (provided, that any Supplement may provide for the allocation of such reduction among the Classes of Subordinated Notes within the applicable Series on a basis other than pro rata) by the amount of such excess (such reduction, a “Principal Amount Charge-Off”). With respect to any Principal Amount Charge-Off allocated to each outstanding Series of Subordinated Notes, interest will continue to accrue on each Series of Subordinated Notes at the applicable Subordinated Note Rate for such Series of Subordinated Notes (or at the applicable rate for any Class within a Series, if so provided for in the related Supplement) set forth in the related Supplement on an amount equal to such Principal Amount Charge-Off (a “Carry-Over Interest Shortfall”) and interest on the Carry-Over Interest Shortfall will accrue at the applicable Subordinated Note Rate and shall be paid to the Indenture Trustee on behalf of the Holders of the Subordinated Notes in the priority set forth in the Security Agreement. If on any Payment Date after a Principal Amount Charge-Off occurs which has not been reinstated in full, the Available Amount in the Reserve Fund exceeds the Required Draw Amount for such Payment Date, the Principal Amount of all Series of Subordinated Notes will be reinstated, pro rata, (provided, that any Supplement may provide for the allocation of such reinstatement among the Classes of Subordinated Notes within the applicable Series on a basis other than pro rata) by the amount of such excess on such Payment Date (to the extent of such unreinstated Principal Amount Charge-Off) (such reinstatement, a “Principal Amount Reinstatement”). All Principal Amount Charge-Offs and Principal Amount Reinstatements shall be allocated pro rata to all outstanding Series of Subordinated Notes.

SECTION 2.7 Execution and Authentication. (a) An Authorized Officer shall sign the Subordinated Notes for the Issuer by manual or facsimile signature. If an Authorized Officer whose signature is on a Subordinated Note no longer holds that office at the time the Subordinated Note is authenticated, the Subordinated Note shall nevertheless be valid.

(b) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Subordinated Notes of any particular Series executed by the Issuer to the Indenture Trustee for authentication, together with one or more Issuer Orders for the authentication and delivery of such Subordinated Notes, and the Indenture Trustee, in accordance with such Issuer Order and this Indenture, shall authenticate and deliver such Subordinated Notes.

(c) No Subordinated Note shall be entitled to any benefit under this Indenture or be valid for any purpose unless there appears on such Subordinated Note a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of an authorized signatory. Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Subordinated Note has been duly authenticated under this Indenture. The Indenture Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Subordinated Notes. Unless limited by the term of such appointment, an authenticating agent may authenticate Subordinated Notes whenever the Indenture Trustee may do so. Each reference in this Indenture to authentication by the Indenture Trustee includes authentication by such agent. An authenticating agent has the same rights as the Indenture Trustee to deal with the Issuer or an Affiliate of the Issuer. The Indenture Trustee’s certificate of authentication shall be in substantially the following form:

This is one of the Subordinated Notes of a series referred to in the within mentioned Indenture.

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Indenture Trustee

By:

Authorized Signatory

(d) Each Subordinated Note shall be dated and issued as of the date of its authentication by the Indenture Trustee.

(e) Notwithstanding the foregoing, if any Subordinated Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Subordinated Note to the Indenture Trustee for cancellation as provided in Section 2.16 together with a written statement (which need not comply with Section 13.3 and need not be accompanied by an Opinion of Counsel) stating that such Subordinated Note has never been issued and sold by the Issuer, for all purposes of this Indenture such Subordinated Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.

SECTION 2.8 Form of Subordinated Notes; Book Entry Provisions

(a) Restricted Global Note. Any Series of Subordinated Notes, or any class of such Series to be sold in the United States to qualified institutional buyers within the meaning of, and in reliance on, Rule 144A under the Securities Act (“Rule 144A”) in reliance on an exemption from the registration requirements of the Securities Act will be issued in registered form, and prior to any such sale, each such purchaser shall be deemed to have represented and agreed as follows:

(i) It is a qualified institutional buyer as defined in Rule 144A and is acquiring the Notes for its own institutional account or for the account of a qualified institutional buyer;

(ii) It understands that the Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Notes, such Notes may be resold, pledged or transferred only (a) to a person who the seller reasonably believes is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (b) outside the United States to a non-U.S. Person (as such term is defined in Regulation S of the Securities Act) in a transaction in compliance with Regulation S of the Securities Act, (c) pursuant to an effective registration statement under the Securities Act or (d) in reliance on another exemption under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States;

(iii) It understands that the Notes will bear a legend substantially as set forth in Section 2.13;

(iv) Either (i) no part of the assets used by it to acquire the Notes constitutes assets of any Benefit Plan or any governmental plan, non-U.S. plan or church plan that is subject to any law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or (ii) its acquisition, holding and disposition of the Notes will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or, in the case of a governmental plan, non-U.S. plan or church plan, will not violate any law substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code); and

(v) It acknowledges that the Indenture Trustee, the Issuer, each initial purchaser for such Series of Notes, and their affiliates, and others will rely exclusively upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and shall be under no duty or obligation to verify the accuracy of the same. If it is acquiring any Notes for the account of one or more qualified institutional buyers, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account.

In addition, such purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Issuer or any initial purchaser for such Series of Notes, to support the truth and accuracy of the foregoing acknowledgments, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Notes. Such Series of Notes shall be issued in the form of and represented by one or more permanent global Notes in fully registered form without interest coupons (each, a “Restricted Global Note”), substantially in the form set forth in the applicable Supplement, with such legends as may be applicable thereto, which shall be deposited on behalf of the subscribers for the Notes represented thereby with a custodian for DTC, and registered in the name of DTC or a nominee of DTC, duly executed by the Issuer and authenticated by the Indenture Trustee as provided in Section 2.7 for credit to the accounts of the subscribers at DTC. The aggregate Initial Principal Amount of a Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC or its nominee, as the case may be, as hereinafter provided.

(b) Temporary Global Note, Permanent Global Note. Any Series of Subordinated Notes, or any class of such Series, offered and sold outside of the United States will be offered and sold in reliance on Regulation S (“Regulation S”) under the Securities Act and shall initially be issued in the form of one or more temporary global Notes (each, a “Temporary Global Note”) in fully registered form without interest coupons substantially in the form set forth in the applicable Supplement with such legends as may be applicable thereto, registered in the name of DTC or a nominee of DTC, duly executed by the Issuer and authenticated by the Indenture Trustee as provided in Section 2.7, for credit to the subscribers’ accounts at Morgan Guaranty Trust Company of New York, Brussels Office, as operator of Euroclear or Clearstream. Interests in a Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (a “Permanent Global Note”) in fully registered form without interest coupons, representing Subordinated Notes of the same Series, substantially in the form set forth in the applicable Supplement, in accordance with the provisions of the Temporary Global Note and this Indenture. Until the Exchange Date, interests in a Temporary Global Note may only be held by the agent members of Euroclear and Clearstream. The aggregate Initial Principal Amount of the Temporary Global Note may from time to time be increased or decreased by adjustments made on the records of the custodian for DTC, DTC or its nominee, as the case may be, as hereinafter provided.

Each Series of Subordinated Notes shall be substantially in the form specified in the applicable Supplement and shall bear, upon its face, the designation for such Series to which it belongs so selected by the Issuer. All Subordinated Notes of any Series shall, except as specified in the related Supplement, be equally and ratably entitled as provided hereto to the benefits hereof without preference, priority or distinction on account of the actual time or times of authentication and delivery, all in accordance with the terms and provisions of this Base Indenture and the applicable Supplement.

SECTION 2.9 Subordinated Note Registrar and Subordinated Note Paying Agent. (a) The Issuer shall (i) maintain an office or agency where Subordinated Notes may be presented for registration of transfer or for exchange (“Subordinated Note Registrar”) and (ii) appoint a paying agent (which shall satisfy the eligibility criteria set forth in Section 10.8(a)) (“Subordinated Note Paying Agent”) at whose office or agency Subordinated Notes may be presented for payment. The Subordinated Note Registrar shall keep a register of the Subordinated Notes and of their transfer and exchange (the “Subordinated Note Register”). The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Subordinated Note Paying Agent” includes any additional paying agent and the term “Subordinated Note Registrar” includes any co-registrars. The Issuer may change any Subordinated Note Paying Agent or Subordinated Note Registrar without prior notice to any Subordinated Noteholder. The Issuer shall notify the Indenture Trustee in writing of the name and address of any agent not a party to this Indenture. The Indenture Trustee is hereby initially appointed as the Subordinated Note Registrar, Subordinated Note Paying Agent and agent for service of notices and demands in connection with the Subordinated Notes.

(b) The Issuer shall enter into an appropriate agency agreement with any agent not a party to this Indenture. Such agency agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Indenture Trustee in writing of the name and address of any such agent. If the Issuer fails to maintain a Subordinated Note Registrar or Subordinated Note Paying Agent and a Trust Officer has actual knowledge of such failure, or if the Issuer fails to give the foregoing notice, the Indenture Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with this Indenture, until the Issuer shall appoint a replacement Subordinated Note Registrar and Subordinated Note Paying Agent.

SECTION 2.10 Subordinated Note Paying Agent to Hold Money in Trust. (a) The Issuer will cause each Subordinated Note Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Subordinated Note Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Subordinated Note Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Subordinated Note Paying Agent will:

(i) hold all sums held by it for the payment of amounts due with respect to the Subordinated Notes in trust (with no duty to invest or reinvest such sums) for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii) give the Indenture Trustee notice of any default by the Issuer (or any other obligor under the Subordinated Notes) of which it (or, in the case of the Indenture Trustee, a Trust Officer) has actual knowledge in the making of any payment required to be made with respect to the Subordinated Notes;

(iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Subordinated Note Paying Agent;

(iv) immediately resign as a Subordinated Note Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Subordinated Notes if at any time it ceases to meet the standards required to be met by an Indenture Trustee hereunder at the time of its appointment; and

(v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Subordinated Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

(b) The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Subordinated Note Paying Agent to pay to the Indenture Trustee all sums held in trust by such Subordinated Note Paying Agent, such sums to be held by the Indenture Trustee (with no duty to invest or reinvest such sums) upon the same trusts as those upon which the sums were held by such Subordinated Note Paying Agent; and upon such payment by any Subordinated Note Paying Agent to the Indenture Trustee, such Subordinated Note Paying Agent shall be released from all further liability with respect to such money.

(c) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Subordinated Note Paying Agent in trust for the payment of any amount due with respect to any Subordinated Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer upon Issuer Request; and the Holder of such Subordinated Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Subordinated Note Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Subordinated Note Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in New York City, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

SECTION 2.11 Subordinated Noteholder List. The Indenture Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Subordinated Noteholders of each Series of Subordinated Notes. If the Indenture Trustee is not the Subordinated Note Registrar, the Issuer shall furnish to the Indenture Trustee at least seven Business Days before each Payment Date and at such other time as the Indenture Trustee may request in writing, a list in such form and as of such date as the Indenture Trustee may reasonably require of the names and addresses of Subordinated Noteholders of each Series of Subordinated Notes.

SECTION 2.12 Transfer and Exchange. (a) When Subordinated Notes of any particular Series are presented to the Subordinated Note Registrar or a co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Subordinated Notes of other authorized denominations of the same Series, the Subordinated Note Registrar shall register the transfer or make the exchange if its requirements for such transaction are met; provided, however, that the Subordinated Notes surrendered for transfer or exchange (a) shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Subordinated Note Registrar, duly executed by the holder thereof or its attorney, duly authorized in writing and (b) shall be transferred or exchanged in compliance with the following provisions and any other applicable provisions set forth in the related Supplement for such Series:

(i) Transfer of Restricted Global Notes.

(1) if such Subordinated Note is being acquired for the account of such Holder, without transfer, a certification from such Holder to that effect (in substantially the form of Exhibit A-1 hereto); or

(2) if such Subordinated Note is being transferred to a qualified institutional buyer (as defined in Rule 144A) in accordance with Rule 144A, (i) a certification to that effect (in substantially the form of Exhibit A-1 hereto) and (ii) each such transferee of such Subordinated Note shall be deemed to have represented and agreed as follows:

(A) It is a qualified institutional buyer as defined in Rule 144A and is acquiring the Notes for its own institutional account or for the account of a qualified institutional buyer;

(B) It understands that the Notes purchased by it will be offered, and may be transferred, only in a transaction not involving any public offering within the meaning of the Securities Act, and that, if in the future it decides to resell, pledge or otherwise transfer any Notes, such Notes may be resold, pledged or transferred only (a) to a person who the seller reasonably believes is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (b) outside the United States to a non-U.S. Person (as such term is defined in Regulation S of the Securities Act) in a transaction in compliance with Regulation S of the Securities Act, (c) pursuant to an effective registration statement under the Securities Act or (d) in reliance on another exemption under the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States;

(D) It acknowledges that the Indenture Trustee, the Issuer, each initial purchaser for such Series of Notes, and their affiliates, and others will rely exclusively upon the truth and accuracy of the foregoing acknowledgments, representations and agreements and shall be under no duty or obligation to verify the accuracy of the same. If it is acquiring any Notes for the account of one or more qualified institutional buyers, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account.

In addition, such transferee shall be responsible for providing additional information or certification, as shall be reasonably requested by the Issuer or any initial purchaser for such Series of Subordinated Notes, to support the truth and accuracy of the foregoing acknowledgments, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Subordinated Notes; or

(3) if such Subordinated Note is being transferred pursuant to an exemption from registration in accordance with Regulation S, (i) a certification to that effect (in substantially the form of Exhibit A-1 hereto) and (ii) each such transferee of such Subordinated Note shall be deemed to have represented and agreed as follows:

(A) It is aware that the sale to it of the Notes is being made in reliance on the exemption from registration provided by Regulation S and understands that the Notes offered in reliance on Regulation S will be represented by, initially, one or more Temporary Global Notes. The Notes so represented may not at any time be held by or on behalf of U.S. Persons as defined in Regulation S under the Securities Act. It and each beneficial owner of the Notes sold to it will not be a U.S. Person as defined in Regulation S under the Securities Act and its purchase of the Notes will comply with all applicable laws in any jurisdiction in which it resides or is located;

(4) if such Subordinated Note is being transferred in reliance on another exemption from the registration requirements of the Securities Act, (i) a certification to that effect (in substantially the form of Exhibit A-1 hereto), and (ii) an opinion of counsel in form and substance acceptable to the Issuer and to the Registrar to the effect that such transfer is in compliance with the Securities Act.

(ii) Transfers of Temporary Global Note to Permanent Global Note. Interests in a Temporary Global Note as to which the Indenture Trustee has received from Euroclear or Clearstream, as the case may be, a certificate substantially in the form of Exhibit B to the effect that Euroclear or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit C from the holder of a beneficial interest in such Note, will be exchanged, on and after the 40th day after the completion of the distribution of the relevant Series (the “Exchange Date”), for interests in a Permanent Global Note. To effect such exchange, the Issuer shall execute and the Indenture Trustee shall authenticate and hold as custodian for the Clearing Agency, for the account of Euroclear or Clearstream, as applicable, for credit to the respective accounts of the holders of the Notes, a duly executed and authenticated Permanent Global Note, representing the Principal Amount of interests in the Temporary Global Note initially exchanged for interests in the Permanent Global Note. The delivery to the Indenture Trustee by Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by the Issuer and the Indenture Trustee as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Indenture and the Temporary Global Note. Upon any exchange of interests in a Temporary Global Note for interests in a Permanent Global Note, the Indenture Trustee shall endorse the Temporary Global Note to reflect the reduction in the Principal Amount represented thereby by the amount so exchanged and shall endorse the Permanent Global Note to reflect the corresponding increase in the amount represented thereby. The Temporary Global Note or the Permanent Global Note shall also be endorsed upon any cancellation of Principal Amounts upon surrender of Notes purchased by the Issuer or any of its respective subsidiaries or affiliates or upon any repayment of the principal amount represented thereby or any payment of interest in respect of such Notes.

(iii) Transfers of Restricted Global Note to Temporary Global Note During the Restricted Period. If, prior to the Exchange Date, a holder of a beneficial interest in the Restricted Global Note registered in the name of DTC or its nominee wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Temporary Global Note, such holder may, subject to the rules and procedures of DTC, exchange or cause the exchange or transfer of such interest for an equivalent beneficial interest in the Temporary Global Note. Upon receipt by the Indenture Trustee as Transfer Agent (“Transfer Agent”) of (1) instructions given in accordance with DTC’s procedures from an agent member directing the Indenture Trustee as Transfer Agent to credit or cause to be credited a beneficial interest in the Temporary Global Note in an amount equal to the beneficial interest in the Restricted Global Note to be exchanged or transferred, and (2) a written order given in accordance with DTC’s procedures containing information regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account, DTC shall reduce the Restricted Global Note by the aggregate Principal Amount of the beneficial interest in the Restricted Global Note to be so exchanged or transferred and DTC shall, concurrently with such reduction, increase the Principal Amount of the Temporary Global Note by the aggregate Principal Amount of the beneficial interest in the Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Temporary Global Note equal to the reduction in the Principal Amount of the Restricted Global Note. In connection with any transfer pursuant to this clause (iii), each such transferor of such Restricted Global Note shall be deemed to have represented and agreed that such exchange or transfer has been effected in accordance with the transfer restrictions set forth in the related Series of Notes and pursuant to and in accordance with Regulation S under the Securities Act, and that:

(1) the offer of the Notes was not made to a person in the United States;

(2) (A) at the time the buy order was originated, the transferee was outside the United States or the transferor and any person acting on its behalf reasonably believed that the transferee was outside the United States, or

(B) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the transferor nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States;

(3) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and

(5) upon completion of the transaction, the beneficial interest being transferred as described above was held with DTC through Euroclear or Clearstream or both.

(iv) Transfers of Restricted Global Note to Permanent Global Note After the Exchange Date. If, after the Exchange Date, a holder of a beneficial interest in the Restricted Global Note registered in the name of DTC or its nominee wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Permanent Global Note, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of an interest in the Permanent Global Note, such holder may, subject to the rules and procedures of DTC, exchange or cause the exchange or transfer of such interest for an equivalent beneficial interest in the Permanent Global Note. Upon receipt by the Transfer Agent of (1) instructions given in accordance with DTC’s procedures from an agent member directing the Indenture Trustee to credit or cause to be credited a beneficial interest in the Permanent Global Note in an amount equal to the beneficial interest in the Restricted Global Note to be exchanged or transferred, and (2) a written order given in accordance with DTC’s procedures containing information regarding the participant account of DTC and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account to be credited with such increase, DTC shall reduce the Restricted Global Note by the aggregate Principal Amount of the beneficial interest in the Restricted Global Note to be so exchanged or transferred and the Transfer Agent shall instruct DTC, concurrently with such reduction, to increase the Principal Amount of the Permanent Global Note by the aggregate Principal Amount of the beneficial interest in the Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the person specified in such instructions a beneficial interest in the Permanent Global Note equal to the reduction in the Principal Amount of the Restricted Global Note. In connection with any transfer pursuant to this clause (iv), each such transferor of such Restricted Global Note shall be deemed to have represented and agreed that such exchange or transfer has been effected in accordance with the transfer restrictions set forth in the related Series of Notes and pursuant to and in accordance with Regulation S under the Securities Act, and that:

(1) the offer of the Notes was not made to a person in the United States;

(3) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;

or (ii) that, with respect to transfers made in reliance on Rule 144A under the Securities Act, the Restricted Global Notes are being transferred in a transaction permitted by Rule 144A under the Securities Act.

(v) Transfers of Temporary Global Note to Restricted Global Note. If a holder of a beneficial interest in the Temporary Global Note registered in the name of DTC or its nominee wishes at any time to exchange its interest in such Temporary Global Note for an interest in the Restricted Global Note, or to transfer its interest in such Temporary Global Note to a Person who wishes to take delivery thereof in the form of an interest in the Restricted Global Note, such holder may, subject to the rules and procedures of Euroclear or Clearstream and DTC, as the case may be, exchange or cause the exchange or transfer of such interest for an equivalent beneficial interest in the Restricted Global Note. Upon receipt by the Transfer Agent of instructions from Euroclear or Clearstream or DTC, as the case may be, directing the Indenture Trustee to credit or cause to be credited a beneficial interest in the Restricted Global Note equal to the beneficial interest in the Temporary Global Note to be exchanged or transferred, such instructions to contain information regarding the agent member’s account with DTC to be credited with such increase, and, with respect to an exchange or transfer of an interest in the Temporary Global Note after the Exchange Date, information regarding the agent member’s account with DTC to be debited with such decrease, DTC shall reduce the Temporary Global Note by the aggregate Principal Amount of the beneficial interest in the Temporary Global Note to be exchanged or transferred, and DTC shall, concurrently with such reduction, increase the Principal Amount of the Restricted Global Note by the aggregate Principal Amount of the beneficial interest in the Temporary Global Note to be so exchanged or transferred, and credit or cause to be credited to the account of the applicable Person a beneficial interest in the Restricted Global Note equal to the reduction in the Principal Amount of the Temporary Global Note. In connection with any transfer pursuant to this clause (v), each such transferor of such Temporary Global Note shall be deemed to have represented and agreed that such Temporary Global Notes are being transferred in accordance with Rule 144A under the Securities Act to a transferee that the transferor reasonably believes is purchasing such Notes for its own account or an account with respect to which the transferee exercises sole investment discretion and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

(vi) Permanent Global Note to Restricted Global Note. Interests in the Permanent Global Note may not be transferred for interests in the Restricted Global Note.

(vii) So long as a Definitive Note remains outstanding, transfers and exchanges of a Definitive Note, in whole or in part, shall only be made in accordance with this Section 2.12.

(1) Definitive Note to Permanent Global Note. If a holder of a beneficial interest in a Definitive Note wishes at any time to exchange its interest in such Note for an interest in a Permanent Global Note, or to transfer its interest in such Definitive Note to a Person who wishes to take delivery thereof in the form of an interest in a Permanent Global Note, such holder may exchange or transfer or cause the exchange or transfer of such interest for an equivalent beneficial interest in a Permanent Global Note. Definitive Notes may be exchanged or transferred for beneficial interests in Permanent Global Notes in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof or such other denominations and currency specified in the related Supplement. Upon receipt by the Trustee as Note Registrar, of (A) such Definitive Notes properly endorsed for such transfer and written instructions from such holder directing the Trustee, as Note Registrar to cause to be credited a beneficial interest in a Permanent Global Note in an amount equal to the beneficial interest in the Definitive Notes but not less than the minimum denomination applicable to such holder’s Notes held through a Permanent Global Note, to be exchanged or transferred, (B) a written order containing information regarding the Euroclear or Clearstream account to be credited with such increase and (C) a certificate in the form of Exhibit A-2 attached hereto given by the holder of such beneficial interest stating that the exchange or transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Securities, including that the holder or the transferee, as applicable, is not a U.S. Person and pursuant to and in accordance with Regulation S, the Trustee, as Note Registrar, shall cancel such Definitive Notes in accordance with Section 2.17, record the transfer in the Note Register in accordance with Section 2.9(a) and instruct the Depository to increase the principal amount of the Global Note by the aggregate Principal Amount of the beneficial interest in the Definitive Notes to be exchanged or transferred, and to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in the Regulation S Global Security equal to the amount specified in the instructions received pursuant to clause (A) above.

(2) Definitive Note to Restricted Global Note. If a holder of a beneficial interest in a Definitive Note wishes at any time to exchange its interest in such Definitive Note for an interest in a Restricted Global Note, or to transfer its interest in such Definitive Note to a Person who wishes to take delivery thereof in the form of an interest in a Restricted Global Note, such holder may exchange or transfer or cause the exchange or transfer of such interest for an equivalent beneficial interest in a Restricted Global Note. Definitive Notes may be exchanged or transferred for beneficial interests in a Restricted Global Note only in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof or such other denominations and currency as may be specified in the related Supplement. Upon receipt by the Trustee, as Note Registrar, of (A) such holder’s Definitive Notes properly endorsed for such transfer and written instructions from such holder directing the Trustee, as Note Registrar, to cause to be credited a beneficial interest in a Restricted Global Note in an amount equal to the beneficial interest in the Definitive Notes, but not less than the minimum denomination applicable to such holder’s Notes held through a Restricted Global Note, to be exchanged or transferred, such instructions to contain information regarding the participant account with the Depository to be credited with such increase, and (B) a certificate in the form of Exhibit A-3 attached hereto given by the holder of such beneficial interest and stating, among other things, that, in the case of a transfer, such holder reasonably believes that the Person acquiring such interest in a Restricted Global Note is a qualified institutional buyer within the meaning of Rule 144A, is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction or that, in the case of an exchange, the holder is a qualified institutional buyer within the meaning of Rule 144A, then the Indenture Trustee, as Note Registrar, shall cancel such Definitive Notes in accordance with Section 2.17 and instruct the Depository to credit or cause to be credited to the securities account of the Person specified in such instructions a beneficial interest in a Restricted Global Note equal to the amount specified in the instructions received pursuant to clause (A) above.

(3) Transfer of Definitive Notes. If a holder of a beneficial interest in a Definitive Note wishes at any time to transfer its interest in such Definitive Note to a Person who wishes to take delivery thereof, such holder may transfer or cause the transfer of such interest for an equivalent beneficial interest in one Definitive Note, as provided below. Upon receipt by the Issuer and the Indenture Trustee, as Subordinated Note Registrar, of (A) such holder’s Definitive Note properly endorsed for assignment to the transferee, (B) a certificate in the form of Exhibit A-4, attached hereto given by the transferee of such beneficial interest and (C) if such certificate does not include a certification that the transferee is a qualified institutional buyer or a non-U.S. Person, either (i) a certification of the transferor that the transfer is being made pursuant to Rule 144 under the Securities Act or (ii) an opinion of counsel acceptable to the Indenture Trustee that such transfer may be made pursuant to an exemption from registration under the Securities Act, then the Indenture Trustee, as Subordinated Note Registrar, shall cancel such Definitive Note in accordance with Section 2.17, record the transfer in the Subordinated Note Register and authenticate and deliver one or more Definitive Notes bearing the same designation as the Definitive Notes endorsed for transfer, registered in the names specified in the assignment described in clause (A) above, in a Principal Amount equal to the beneficial interest in the Definitive Note surrendered by the transferor. Any purported transfer in violation of the foregoing requirements shall be null and void ab initio, and the Indenture Trustee shall not register any such purported transfer and shall not authenticate and deliver such Definitive Notes.

(viii) Other Transfers or Exchanges. In the event that a Global Note is exchanged for Subordinated Notes in definitive registered form without interest coupons, pursuant to Section 2.21 hereof, such Subordinated Notes may be exchanged or transferred for one another only in accordance with such procedures as are substantially consistent with the provisions of clauses (i) through (vii) above (including the certification requirements intended to insure that such exchanges or transfers comply with Rule 144A or Regulation S, as the case may be) and as may be from time to time adopted by the Issuer and the Indenture Trustee.

(b) The Indenture Trustee shall not register the transfer of or exchange of interests in a Subordinated Note for a Definitive Note or the transfer or exchange of a Subordinated Note during the period beginning on any Subordinated Note Record Date and ending on the next following Payment Date.

(c) To permit registrations of transfers and exchanges, the Issuer shall execute and the Indenture Trustee shall authenticate Subordinated Notes, subject to such rules as the Indenture Trustee may reasonably require. No service charge to the Subordinated Noteholder shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Subordinated Note Registrar may require payment of a sum sufficient to cover any transfer tax or similar government charge payable in connection therewith.

(d) All Subordinated Notes issued upon any registration of transfer or exchange of Subordinated Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Subordinated Notes surrendered upon such registration of transfer or exchange.

(e) Prior to due presentment for registration of transfer of any Subordinated Note, the Indenture Trustee, any agent and the Issuer may deem and treat the Person in whose name any Subordinated Note is registered (as of the day of determination) as the absolute owner of such Subordinated Note for the purpose of receiving payment of principal of and interest on such Subordinated Note and for all other purposes whatsoever, whether or not such Subordinated Note is overdue, and neither the Indenture Trustee, nor any agent or the Issuer shall be affected by notice to the contrary.

(f) Notwithstanding any other provision of this Section 2.12, the typewritten Subordinated Note or Subordinated Notes representing Book-Entry Notes for any Series of Subordinated Notes may be transferred, in whole but not in part, only to another nominee of the Clearing Agency for such Series of Subordinated Notes, or to a successor Clearing Agency for such Series of Subordinated Notes selected or approved by the Issuer or to a nominee of such successor Clearing Agency, only if in accordance with this Section 2.12 and Section 2.21.

(g) Unless otherwise specified in the applicable Supplement, each transferee of a Subordinated Note shall be deemed to represent and warrant that either (i) no part of the assets used by it to acquire the Subordinated Note constitutes assets of any Benefit Plan or any governmental plan, non-U.S. plan or church plan that is subject to any law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or (ii) its acquisition, holding and disposition of a Note will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or in the case of a governmental plan, non-U.S. plan or church plan, will not violate any law substantially similar to the fiduciary responsibility provisions of ERISA or Section 4975 of the Code).

(h) The Indenture Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Subordinated Note (including any transfers between or among depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(i) The Issuer has structured this Indenture and the Subordinated Notes have been (or will be) issued with the intention that the Subordinated Notes will qualify under applicable tax law as indebtedness and any person acquiring any direct or indirect interest in any Subordinated Notes agrees, by acceptance of its Subordinated Note, to treat the Subordinated Notes for purposes of United States federal, state and local income tax, franchise tax and any other tax measured by income, as indebtedness and to take no position inconsistent therewith.

SECTION 2.13 Legending of Subordinated Notes. Unless otherwise provided for in a Supplement and except as permitted by the following sentence, each Subordinated Note shall bear a legend in substantially the following form:

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF ST. ANDREW FUNDING TRUST (THE “ISSUER”) THAT THIS NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE ISSUER (UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED STATES TO A NON U.S. PERSON (AS SUCH TERM IS DEFINED IN REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT OR (4) IN A TRANSACTION COMPLYING WITH OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT IN THE CASE OF THIS CLAUSE (4) TO RECEIPT OF SUCH CERTIFICATES AND OTHER DOCUMENTS AS THE INDENTURE TRUSTEE MAY REQUIRE UNDER THE INDENTURE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

BY ITS ACQUISITION OF THIS SUBORDINATED NOTE (OR BENEFICIAL INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE SHALL BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT EITHER (A) IT IS NOT (AND THROUGHOUT THE PERIOD IT HOLDS SUCH NOTE WILL NOT BE), AND IS NOT ACTING ON BEHALF OF (AND THROUGHOUT THE PERIOD IT HOLDS SUCH NOTE WILL NOT BE ACTING ON BEHALF OF) (I) AN “EMPLOYEE BENEFIT PLAN AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO TITLE I OF ERISA, (II) A “PLAN” AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (III) AN ENTITY DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING OR (IV) ANY GOVERNMENTAL PLAN, NON-U.S. PLAN, OR CHURCH PLAN THAT IS SUBJECT TO ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR BENEFICIAL INTEREST HEREIN) WILL NOT RESULT IN A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA, SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, NON-U.S. PLAN OR CHURCH PLAN, WILL NOT VIOLATE ANY LAW THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBLE PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE.

Upon any transfer, exchange or replacement of Subordinated Notes bearing such legend, or if a request is made to remove such legend on a Subordinated Note, the Subordinated Notes so issued shall bear such legend, or such legend shall not be removed, as the case may be, unless there is delivered to the Issuer and the Indenture Trustee such satisfactory evidence, which may include an opinion of counsel, as may be reasonably required by the Issuer that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Regulation S under the Securities Act. Upon provision of such satisfactory evidence, the Indenture Trustee, upon receipt of an Issuer Order, shall authenticate and deliver a Subordinated Note that does not bear such legend.

SECTION 2.14 Replacement Subordinated Notes. (a) If (i) any mutilated Subordinated Note is surrendered to the Indenture Trustee, or the Indenture Trustee and the Issuer receive evidence to their satisfaction of the destruction, loss or theft of any Subordinated Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless then, in the absence of notice to the Issuer, the Subordinated Note Registrar or the Indenture Trustee that such Subordinated Note has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the UCC (which generally permit the Issuer to impose reasonable requirements) are met, the Issuer shall execute and upon receipt of an Issuer Order the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Subordinated Note, a replacement Subordinated Note; provided, however, that if any such destroyed, lost or stolen Subordinated Note, but not a mutilated Subordinated Note, shall have become or within seven days shall be due and payable, instead of issuing a replacement Subordinated Note, the Issuer may pay such destroyed, lost or stolen Subordinated Note when so due or payable without surrender thereof. If, after the delivery of such replacement Subordinated Note or payment of a destroyed, lost or stolen Subordinated Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Subordinated Note in lieu of which such replacement Subordinated Note was issued (or in respect of which such payment was made) presents for payment such original Subordinated Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Subordinated Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Subordinated Note from such Person to whom such replacement Subordinated Note was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith.

(b) Upon the issuance of any replacement Subordinated Note under this Section 2.14, the Issuer may require the payment by the Holder of such Subordinated Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee and its counsel) connected therewith.

(c) Every replacement Subordinated Note issued pursuant to this Section 2.14 in replacement of any mutilated, destroyed, lost or stolen Subordinated Note shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Subordinated Notes duly issued hereunder.

(d) The provisions of this Section 2.14 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 Subordinated Notes.

SECTION 2.15 Treasury Subordinated Notes. In determining whether the Subordinated Noteholders of the required principal amount of Subordinated Notes have concurred in any direction, waiver or consent, Subordinated Notes owned by the Issuer, the Sellers or the Servicer or any Affiliate of the Issuer, the Sellers or the Servicer shall be considered as though they are not outstanding, except that for the purpose of determining whether the Indenture Trustee shall be protected in relying on any such direction, waiver or consent, only Subordinated Notes of which a Trust Officer of the Indenture Trustee has actually received written notice of such ownership shall be so disregarded. Absent written notice to the Indenture Trustee of such ownership, the Indenture Trustee shall not be deemed to have knowledge of the identity of the individual beneficial owners of the Subordinated Notes.

SECTION 2.16 Temporary Notes.

(a) Pending the preparation of Definitive Notes issued under Section 2.21 hereof, the Issuer may prepare and the Indenture Trustee, upon receipt of an Issuer Order, shall authenticate and deliver temporary Subordinated Notes of such Series. Temporary Subordinated Notes shall be substantially in the form of Definitive Notes of like Series but may have variations that are not inconsistent with the terms of this Indenture as the officers executing such Subordinated Notes may determine, as evidenced by their execution of such Subordinated Notes.

(b) If temporary Subordinated Notes are issued pursuant to Section 2.16(a) above, the Issuer will cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Subordinated Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Subordinated Notes at the office or agency of the Issuer to be maintained as provided in Section 8.2, without charge to the Subordinated Noteholder. Upon surrender for cancellation of any one or more temporary Subordinated Notes, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Subordinated Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

SECTION 2.17 Cancellation. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Subordinated Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Subordinated Notes so delivered shall be promptly cancelled by the Indenture Trustee. The Subordinated Note Registrar and the Subordinated Note Paying Agent shall forward to the Indenture Trustee any Subordinated Notes surrendered to them for registration of transfer, exchange or payment. The Indenture Trustee shall cancel all Subordinated Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation. The Issuer may not issue new Subordinated Notes to replace Subordinated Notes that it has redeemed or paid or that have been delivered to the Indenture Trustee for cancellation. All cancelled Subordinated Notes held by the Indenture Trustee shall be disposed of in accordance with the Indenture Trustee’s standard disposition procedures.

SECTION 2.18 Principal and Interest. (a) The principal of each Series of Subordinated Notes shall be payable at the times and in the amount set forth in the related Supplement and in accordance with Article 6.

(b) Each Series of Subordinated Notes shall accrue interest as provided in the related Supplement and such interest shall be payable on each Payment Date for such Series in accordance with Article 6 and the related Supplement and in accordance with the priority of payments set forth in the Security Agreement.

(c) Except as provided in the following sentence, the Person in whose name any Subordinated Note is registered at the close of business on any Subordinated Note Record Date with respect to a Payment Date for such Subordinated Note shall be entitled to receive the principal and interest payable on such Payment Date notwithstanding the cancellation of such Subordinated Note upon any registration of transfer, exchange or substitution of such Subordinated Note subsequent to such Subordinated Note Record Date. Any interest payable at maturity shall be paid to the Person to whom the principal of such Subordinated Note is payable.

(d) If the Issuer defaults in the payment of interest on the Subordinated Notes of any Series, such interest, to the extent paid on any date that is more than five (5) Business Days after the applicable due date, shall cease to be payable to the Persons who were Subordinated Noteholders of such Series at the applicable Subordinated Note Record Date and the Issuer shall pay the defaulted interest in any lawful manner, plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Subordinated Noteholders of such Series on a subsequent special record date which date shall be at least five (5) Business Days prior to the payment date, at the rate provided in this Indenture and in the Subordinated Notes of such Series. The Issuer shall fix or cause to be fixed each such special record date and payment date, and at least 15 days before the special record date, the Issuer (or the Indenture Trustee, in the name of and at the expense of the Issuer) shall mail to the Subordinated Noteholders of such Series a notice that states the special record date, the related payment date and the amount of such interest to be paid.

SECTION 2.19 Book-Entry Notes.

(a) For each Series of Subordinated Notes to be issued in registered form, the Issuer shall duly execute the Subordinated Notes, and the Indenture Trustee shall, in accordance with Section 2.7 hereof, authenticate and deliver initially one or more Global Notes that (a) shall be registered on the Subordinated Note Register in the name of DTC or DTC’s nominee, and (b) shall bear legends substantially to the following effect:

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE

ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. (“CEDE”) OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN.

So long as DTC or its nominee is the registered owner or holder of a Global Note, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the Subordinated Notes represented by such Global Note for purposes of this Indenture and such Subordinated Notes. Members of, or participants in, DTC shall have no rights under this Indenture with respect to any Global Note held on their behalf by DTC, and DTC may be treated by the Issuer, the Indenture Trustee, any agent and any agent of such entities as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall (x) prevent the Issuer, the Indenture Trustee, any agent and any agent of such entities from giving effect to any written certification, proxy or other authorization furnished by DTC or (y) impair, as between DTC and its agent members, the operation of customary practices governing the exercise of the rights of a holder of any Subordinated Note.

(b) Subject to Section 2.12(g), the provisions of the “Operating Procedures of the Euroclear System” and the “Terms and Conditions Governing Use of Euroclear” and the “Management Regulations” and “Instructions to Participants” of Clearstream, respectively, shall be applicable to the Global Note insofar as interests in a Global Note are held by the agent members of Euroclear or Clearstream (which shall only occur in the case of the Temporary Global Note and the Permanent Global Note). Account holders or participants in Euroclear and Clearstream shall have no rights under this Indenture with respect to such Global Note, and the registered holder may be treated by the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee as the owner of such Global Note for all purposes whatsoever.

(c) Title to the Subordinated Notes shall pass only by registration in the Subordinated Note Register maintained by the Registrar pursuant to Section 2.9.

(d) Any typewritten Subordinated Note or Subordinated Notes representing Book-Entry Notes shall provide that they represent the aggregate or a specified amount of outstanding Subordinated Notes from time to time endorsed thereon and may also provide that the aggregate amount of outstanding Subordinated Notes represented thereby may from time to time be reduced to reflect exchanges. Any endorsement of a typewritten Subordinated Note or Subordinated Notes representing Book-Entry Notes to reflect the amount, or any increase or decrease in the amount, or changes in the rights of Subordinated Note Owners represented thereby, shall be made in such manner and by such Person or Persons as shall be specified therein or in the Issuer Order to be delivered to the Indenture Trustee pursuant to Section 2.7. Subject to the provisions of Section 2.8, the Indenture Trustee shall deliver and redeliver any typewritten Subordinated Note or Subordinated Notes representing Book-Entry Notes in the manner and upon instructions given by the Person or Persons specified therein or in the applicable Issuer Order. Any instructions by the Issuer with respect to endorsement or delivery or redelivery of a typewritten Subordinated Note or Subordinated Notes representing the Book-Entry Notes shall be in writing but need not comply with Section 13.3 hereof and need not be accompanied by an Opinion of Counsel.

(e) Unless and until definitive, fully registered Subordinated Notes ( “Definitive Notes”) have been issued to Note Owners pursuant to Section 2.21:

(i) the provisions of this Section 2.19 shall be in full force and effect;

(ii) the Paying Agent, the Subordinated Note Registrar and the Indenture Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the making of payments on the Subordinated Notes and the giving of instructions or directions hereunder) as the authorized representatives of the Subordinated Note Owners;

(iii) to the extent that the provisions of this Section 2.19 conflict with any other provisions of this Indenture, the provisions of this Section 2.19 shall control;

(iv) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Subordinated Notes evidencing a specified percentage of the outstanding principal amount of the Subordinated Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Subordinated Note Owners and/or their related Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Subordinated Notes and has delivered such instructions to the Indenture Trustee; and

(v) the rights of Subordinated Note Owners shall be exercised only through the applicable Clearing Agency and their related Clearing Agency Participants and shall be limited to those established by law and agreements between such Subordinated Note Owners and their related Clearing Agency and/or the Clearing Agency Participants. Unless and until Definitive Notes are issued pursuant to Section 2.21, the applicable Clearing Agencies will make book-entry transfers among their related Clearing Agency Participants and receive and transmit payments of principal and interest on the Subordinated Notes to such Clearing Agency Participants.

SECTION 2.20 Notices to Clearing Agency.

Whenever notice or other communication to the Subordinated Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Subordinated Note Owners pursuant to Section 2.21, the Indenture Trustee and the Issuer shall give all such notices and communications specified herein to be given to Subordinated Noteholders to the applicable Clearing Agency for distribution to the Subordinated Note Owners.

SECTION 2.21 Definitive Notes.

(a) Conditions for Issuance. Except as provided in Section 2.12, interests in a Restricted Global Note or Permanent Global Note deposited with DTC pursuant to Section 2.19 shall be transferred to the beneficial owners thereof in the form of Definitive Notes only if (x) DTC notifies the Issuer that it is unwilling or unable to continue as depositary for such Restricted Global Note or Permanent Global Note or at any time ceases to be a “clearing agency” registered under the Exchange Act, and a successor depositary so registered is not appointed by the Issuer within 90 days of such notice or (y) the Issuer determines that the Restricted Global Note or Permanent Global Note with respect to the relevant Series of Subordinated Notes shall be exchangeable for Definitive Notes, in which case Definitive Notes shall be issuable or exchangeable only in respect of such Global Notes or the category of Definitive Notes represented thereby. Unless otherwise specified in the related Supplement, Definitive Notes shall be issued without coupons in amounts of U.S. $250,000 and integral multiples of U.S. $1,000 in excess thereof, subject to compliance with all applicable legal and regulatory requirements.

(b) Issuance. If interests in any Restricted Global Note or Permanent Global Note, as the case may be, are to be transferred to the beneficial owners thereof in the form of Definitive Notes pursuant to this Section 2.21, such Restricted Global Note or Permanent Global Note, as the case may be, shall be surrendered by DTC to the office or agency of the Transfer Agent located in the Borough of Manhattan, The City of New York, to be so transferred, without charge. If interests in any Permanent Global Note are to be transferred to the beneficial owners thereof in the form of Definitive Notes pursuant to this Section 2.21, such Permanent Global Note shall be surrendered by the custodian for DTC to the Transfer Agent to be so transferred, without charge. The Indenture Trustee shall authenticate and deliver, upon such transfer of interests in such Restricted Global Note or Permanent Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations; provided, that in the case of an interest in a Restricted Global Note, no such interest will be transferred except upon (i) delivery of a Transfer Certificate substantially in the form of Exhibit A-1 hereto and (ii) compliance with the conditions set forth in Section 2.12. The Definitive Notes transferred pursuant to this Section 2.21 shall be executed, authenticated and delivered only in the denominations specified in paragraph (a) above or in the related Supplement, and Definitive Notes shall be registered in such names as DTC shall direct in writing. The Transfer Agent shall have at least 30 days from the date of its receipt of Definitive Notes and registration information to authenticate and deliver such Definitive Notes. Any Definitive Notes delivered in exchange for an interest in a Restricted Global Note or Permanent Global Note shall, except as otherwise provided by Section 2.13, bear, and be subject to, the legend regarding transfer restrictions set forth in Section 2.13. The Issuer will promptly make available to the Transfer Agent a reasonable supply of Definitive Notes. The Issuer shall bear the costs and expenses of printing or preparing any Definitive Notes.

SECTION 2.22 CUSIP Numbers. The Issuer in issuing the Subordinated Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Indenture Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Subordinated Noteholders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Subordinated Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Subordinated Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Indenture Trustee of any change in the “CUSIP” numbers.

ARTICLE 3

SECURITY

SECTION 3.1 Security Interest. (a) Pursuant to the Security Agreement, in order to secure the Issuer’s Obligations, the Issuer and the Owner Trustee have pledged, assigned, conveyed, delivered, transferred and set over to the Collateral Agent, for the benefit of the Secured Parties, and have granted to the Collateral Agent, for the benefit of the Secured Parties, a security interest in all of the Issuer’s right, title and interest in and to all of the Collateral assigned to the Collateral Agent pursuant to the Security Agreement.

(b) This grant under the Security Agreement has been made in trust to secure the Issuer’s Obligations and to secure compliance with the provisions of the Security Agreement, all as provided in the Security Agreement.

SECTION 3.2 Stamp, Other Similar Taxes and Filing Fees. The Issuer shall indemnify and hold harmless the Collateral Agent, the Indenture Trustee and each Subordinated Noteholder from any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, that may be assessed, levied or collected by any jurisdiction in connection with the Security Agreement, this Indenture or any Collateral. The Issuer shall pay, or reimburse the Collateral Agent and the Indenture Trustee for, any and all amounts in respect of, all search, filing, recording and registration fees, taxes, excise taxes and other similar imposts that may be payable or determined to be payable in respect of the execution, delivery, performance and/or enforcement of the Security Agreement and this Indenture. The foregoing shall not, however, be deemed to create any obligation whatsoever of the Collateral Agent or the Indenture Trustee to pay any such amounts. The provisions of this Section 3.2 shall survive any termination of this Indenture.

ARTICLE 4

REPORTS

SECTION 4.1 Agreement of the Issuer to Provide Reports and Instructions. (a) Monthly Certificate. On each Determination Date, the Issuer shall forward to the Collateral Agent, the Swap Counterparties, the Indenture Trustee, the Subordinated Note Paying Agent and the Rating Agencies, an Officer’s Certificate of the Issuer substantially in the form of Exhibit D (each, a “Monthly Certificate”) setting forth, inter alia, the following information (which, in the cases of clauses (i), (ii) and (iii) below, will be expressed as a dollar amount per $1,000 of the Initial Principal Amount of each Series of Subordinated Notes and as a percentage of the outstanding Principal Amount of the Subordinated Notes as of such date): (i) for each Series and each class of each Series, the total amount to be paid to Subordinated Noteholders on the next succeeding Payment Date; (ii) for each Series and each class of each Series, the amount of such payment allocable to principal on the Subordinated Notes; (iii) for each Series and each class of each Series, the amount of such payment allocable to interest on the Subordinated Notes; and (iv) whether, to the knowledge of the Issuer, any Lien exists on any of the Collateral (other than Liens granted pursuant to the Security Agreement and the other Program Documents or permitted thereunder).

(b) Monthly Noteholders’ Statement. On or before each Payment Date, the Issuer shall furnish to the Collateral Agent and the Indenture Trustee a Monthly Noteholders’ Statement with respect to each Series of Subordinated Notes substantially in the form of Exhibit E.

(c) Instructions as to Withdrawals and Payments. The Issuer will furnish, or cause to be furnished, to the Collateral Agent, the Indenture Trustee or the Subordinated Note Paying Agent, as applicable, an Officer’s Certificate to make withdrawals and payments from any accounts specified in a Supplement, as contemplated herein and in any Supplement. The Indenture Trustee and the Subordinated Note Paying Agent shall promptly follow any such Officer’s Certificate.

ARTICLE 5

ALLOCATION AND APPLICATION OF COLLECTIONS

SECTION 5.1 Establishment of Accounts. To the extent specified in the Supplement with respect to any Series of Notes, the Indenture Trustee may establish and maintain one or more accounts and/or administrative sub-accounts to facilitate the proper allocation of Collections in accordance with the terms of such Supplement.

SECTION 5.2 Collections and Allocations. Allocations of Collections to Noteholders will be as specified in the Security Agreement and will be allocated among all Series of Notes outstanding as specified in the related Supplements. The Security Agreement specifies that, prior to the occurrence of an Event of Default, the Collateral Agent will, on each Payment Date, apply the funds on deposit in the Collateral Account (up to the amount of Deposited Funds on deposit in the Collateral Account relating to the Interest Period specified in the applicable Supplement for such Payment Date) in accordance with the priority set forth in Section 6.03(b) of the Security Agreement. Further, following the occurrence of an Event of Default, the Collateral Agent will apply the proceeds of all of the Collateral of the Issuer in the order of priority set forth in Section 2.01 of the Security Agreement

SECTION 5.3 Determination of Monthly Interest. Monthly interest with respect to each Series of Subordinated Notes shall be determined, allocated and paid in accordance with the procedures set forth in the applicable Supplement.

SECTION 5.4 Determination of Principal. Principal with respect to each Series of Subordinated Notes shall be determined, allocated and paid in accordance with the procedures set forth in the applicable Supplement. However, all principal or interest with respect to any Series of Subordinated Notes shall be due and payable no later than the Final Scheduled Payment Date with respect to such Series.

[THE REMAINDER OF ARTICLE 5 IS RESERVED AND MAY BE SPECIFIED IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES.]

ARTICLE 6

PAYMENTS AND REPORTS TO NOTEHOLDERS

SECTION 6.1 Payments in General. (a) On each Payment Date on which a payment (other than as specified in Section 6.1(b) or (c) below) in respect of any Series of Subordinated Notes is to be made, the Subordinated Note Paying Agent or its designated agent shall, to the extent that it receives funds from the Collateral Agent to make a payment in respect of any Series of Subordinated Notes, cause such funds to be deposited in, and credited to, the Payment Account. On each Payment Date and with respect to each Series of Subordinated Notes entitled to such a payment in accordance with the Security Agreement, the Subordinated Note Paying Agent or its designated agent shall make payment of funds in the Payment Account to the Subordinated Noteholders on the related Subordinated Note Record Date. With respect to each Series of Subordinated Notes, the amount of any such payment allocated to each Series of Subordinated Notes shall be allocated pro rata in accordance with the Principal Amount of each such Series of Subordinated Notes.

(b) On each Payment Date on which a payment of Carry-Over Interest Shortfall in respect of any Series of Subordinated Notes is to be made, the Subordinated Note Paying Agent or its designated agent shall, to the extent it receives funds from the Collateral Agent to pay Carry-Over Interest Shortfall in respect of such Series of Subordinated Notes, cause such funds to be deposited in, and credited to, the Payment Account. On each Payment Date and with respect to each Series of Subordinated Notes entitled to a payment of Carry-Over Interest Shortfall in accordance with the Security Agreement, the Subordinated Note Paying Agent or its designated agent shall make payment of funds in the Payment Account to the Subordinated Noteholders on the related Subordinated Note Record Date. With respect to each Series of Subordinated Notes, the amount of funds in respect of Carry-Over Interest Shortfall allocated to each Series of Subordinated Notes shall be allocated pro rata in accordance with the Principal Amount of each such Series of Subordinated Notes.

(c) Unless otherwise specified by the Clearing Agency or in the applicable Supplement, amounts distributable to a Subordinated Noteholder pursuant to this Section 6.1(c) shall be payable by wire transfer of immediately available funds released by the Paying Agent from the Payment Account no later than 12:00 noon (New York City time) for credit to the account designated in writing by such Subordinated Noteholder at least 15 days prior to the relevant Payment Date.

(d) On each Payment Date on which a payment of Principal Amount in respect of any Series of Subordinated Notes is to be made, the Subordinated Note Paying Agent or its designated agent shall, to the extent it receives funds from the Collateral Agent to pay Principal Amount in respect of any Series of Subordinated Notes, cause such funds to be deposited in, and credited to, the Payment Account. On each Payment Date and with respect to each Series of Subordinated Notes entitled to a distribution of Principal Amount in accordance with the Security Agreement, the Subordinated Note Paying Agent or its designated agent shall make payment of funds in the Payment Account to the Subordinated Noteholders on the related Subordinated Note Record Date. With respect to each Series of Subordinated Notes, the amount of funds in respect of Principal Amount allocated to each Series of Subordinated Notes shall be allocated pro rata in accordance with the Principal Amount of each such Series of Subordinated Notes in reduction of the Principal Amount of the Subordinated Notes.

(e) On each Payment Date, the Indenture Trustee or its designated agent shall, or shall have appointed the Subordinated Note Paying Agent to, send to the Subordinated Noteholders the Servicer Report.

(f) In the event that the Indenture Trustee determines that any withholding tax is due on or any withholding tax is otherwise imposed on the Issuer’s payment (or allocations of income) to a Subordinated Noteholder, such tax shall reduce the amount otherwise payable to the Subordinated Noteholder in accordance with this Section. The Indenture Trustee or its designated agent and each Subordinated Note Paying Agent is hereby authorized and directed to retain from amounts otherwise payable to the Subordinated Noteholders sufficient funds for the payment of any such withholding tax that is determined by the Indenture Trustee to be due or is otherwise legally owed by the Issuer, to deposit such amounts with an authorized depository, and to make such reports or filings in connection therewith as may be required by law (but such authorization shall not prevent the Indenture Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The amount of any withholding tax imposed with respect to a Subordinated Noteholder shall be treated as cash distributed to such Subordinated Noteholder at the time it is withheld by the Issuer and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a payment, the Indenture Trustee or its designated agent may withhold such amounts in accordance with this Section 6.1(f). In the event that a Subordinated Noteholder wishes to apply for a refund of any such withholding tax, the Indenture Trustee or its designated agent shall reasonably cooperate with such Subordinated Noteholder in making such claim so long as such Subordinated Noteholder agrees to reimburse the Indenture Trustee or its designated agent for any out-of-pocket expenses incurred.

SECTION 6.2 Method of Payment. Payments will be made by check mailed to the addresses of the Subordinated Noteholders as they appear in the Subordinated Note Register, or, upon written instructions by any Subordinated Noteholder to the Subordinated Note Registrar at least five (5) Business Days prior to the Payment Date, by wire transfer to a bank or depositary institution having appropriate facilities therefor. By acceptance of its Subordinated Note, each Subordinated Noteholder shall be deemed to agree to surrender its Subordinated Notes within thirty (30) days of the final payment in respect of such Subordinated Notes at the office or agency specified in the notice of final payment. If any payment on a Subordinated Note is due on a day that is not a Business Day, then payment will be made on the next succeeding Business Day with the same force and effect as if made on the date for payment, and no payment will accrue for the period from or after that day.

SECTION 6.3 Optional Repurchase of Subordinated Notes. Unless otherwise specified in the related Supplement, in connection with the termination of the Issuer’s Secured Liquidity Note program (other than through the replacement thereof with a facility having substantially similar terms (other than interest rate spreads)) and upon satisfaction of the requirements included in the Program Documents (including the payment of any amounts due and owing to the Secured Parties), on any Payment Date, the Issuer shall have the option to purchase all of the outstanding Subordinated Notes of all Series, at a purchase price (determined after giving effect to any payment of principal and interest on such Payment Date) equal to (unless otherwise specified in the related Supplement) the aggregate outstanding Principal Amount of the Subordinated Notes of all Series on such Payment Date, plus accrued and unpaid interest on the unpaid aggregate Principal Amount of the Subordinated Notes of all Series (calculated at the Subordinated Note Rate of each such Series) through the day immediately prior to the date of such purchase plus, if provided for in the related Supplements, any aggregate premium payable at such time plus the aggregate amount of any interest shortfalls payable in respect of all outstanding Subordinated Notes of all Series. No optional repurchase shall be permitted if at the time of such proposed optional repurchase there shall exist any Principal Amount Charge-Off unless each Subordinated Noteholder consents to the repurchase of its Subordinated Notes. The Issuer shall give the Indenture Trustee and the Subordinated Noteholders not more than sixty (60) nor less than thirty (30) days’ prior written notice of the date on which the Issuer intends to exercise such option to purchase. Not later than 12:00 noon, New York City time, on such Payment Date, with respect to each Series of Subordinated Notes outstanding, an amount of the purchase price equal to the outstanding Principal Amount of all such Subordinated Notes on such Payment Date and the amount of accrued and unpaid interest with respect to such Subordinated Notes, any applicable interest shortfalls and any applicable premium will be deposited into the related Payment Account for such Series in immediately available funds. The funds deposited into such Payment Account or distributed to the Subordinated Note Paying Agent will be passed through in full to the Subordinated Noteholders on such Payment Date.

SECTION 6.4 Monthly Noteholders’ Statement; Annual Noteholders’ Tax Statement. (a) On each Payment Date, the Subordinated Note Paying Agent shall forward to each Subordinated Noteholder of record of each outstanding Series the Monthly Noteholders’ Statement (substantially in the form of Exhibit E hereto) with respect to such Series, with a copy to the Rating Agencies and the Indenture Trustee (if other than the Subordinated Note Paying Agent).

The Indenture Trustee will make the statements referred to above (and, at its option, any additional files containing the same information in an alternative format) available each month to the Subordinated Noteholders and other interested parties via the Indenture Trustee’s website, which is presently located at https://www.tss.db.com/invr. Persons that are unable to use the above website are entitled to have a paper copy mailed to them via first class mail by calling the Indenture Trustee at (212) 250-7876. The Indenture Trustee shall have the right to change the way such statements are distributed in order to make such distribution more convenient and/or more accessible to the above parties and to the Subordinated Noteholders. The Indenture Trustee shall provide timely and adequate notification to all of the above parties and to the Subordinated Noteholders regarding any such change.

(b) On or before January 31 of each calendar year, beginning with calendar year 2007, the Subordinated Note Paying Agent shall furnish to each Person who at any time during the preceding calendar year was a Subordinated Noteholder a statement prepared by the Issuer containing the information which is required to be contained in the Monthly Noteholders’ Statements with respect to each Series of Subordinated Notes aggregated for such calendar year or the applicable portion thereof during which such Person was a Subordinated Noteholder, together with such other customary information as the Issuer deems necessary or desirable to enable the Subordinated Noteholders to prepare their tax returns (each such statement, an “Annual Noteholders’ Tax Statement”). Such obligations of the Issuer to prepare and the Subordinated Note Paying Agent to distribute the Annual Noteholders’ Tax Statement shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Subordinated Note Paying Agent pursuant to any requirements of the Code as from time to time in effect.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES

The Issuer hereby represents and warrants, for the benefit of the Collateral Agent, the Indenture Trustee and the Subordinated Noteholders, as follows as of each Series Closing Date:

SECTION 7.1 Existence and Power. The Issuer (a) is a statutory trust duly formed, validly existing and in good standing under the laws of the State of Delaware, (b) is duly qualified to do business as a foreign trust and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations make such qualification necessary, and (c) has all trust powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted and for purposes of the transactions contemplated by this Indenture and the other Program Documents.

SECTION 7.2 Trust and Governmental Authorization. The execution, delivery and performance by the Issuer of this Indenture, the related Supplement and the other Program Documents to which it is a party (a) is within the Issuer’s powers, has been duly authorized by all necessary action, (b) requires no action by or in respect of, or filing with, any governmental body, agency or official which has not been obtained and (c) does not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of trust or the trust agreement of the Issuer or of any law or governmental regulation, rule, contract, agreement, judgment, injunction, order, decree or other instrument binding upon the Issuer or any of its Assets or result in the creation or imposition of any Lien on any Asset of the Issuer, except for Liens created by the Security Agreement or the other Program Documents. This Indenture and each of the other Program Documents to which the Issuer is a party have been executed and delivered by a duly authorized signatory of the Issuer.

SECTION 7.3 Binding Effect. This Indenture and each other Program Document, and each Subordinated Note when executed and delivered in accordance with this Indenture, is a legal, valid and binding obligation of the Issuer enforceable against the