Common use of Certificate of Authentication Clause in Contracts

Certificate of Authentication. This is one of the Securities referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By Authorized Signatory Section 203. [Form of Reverse of Security]. This Security is one of a duly authorized issue of securities of the Issuer (the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of [·], 20[·] (the “Indenture”), among the Issuer, the Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal amount to US$ ] [if applicable, insert —; provided, however, that the Issuer may from time to time or at any time, without the consent of the Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of the Securities (except for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured subordinated obligation of the Issuer and ranks in right of payment on parity with all other unsecured and subordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured subordinated obligations of the Guarantors and will rank on a parity with all other unsecured and subordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security is subordinated in right of payment, to the extent and in the manner stated in Article Fourteen of the Indenture, to the prior payment in full of all Senior Indebtedness of the Issuer. Payment of the Guaranteed Securities Obligations by each Guarantor, as applicable, is subordinated in right of payment, to the extent and in the manner stated in Article Thirteen of the Indenture, to the prior payment in full of all of the respective Senior Indebtedness of the Guarantors, as applicable. [if applicable, insert — Prior to , 20[•] ([•] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

Certificate of Authentication. This is one of the Securities referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By Authorized Signatory Section 203. [Form of Reverse of Security]. This Security is one of a duly authorized issue of securities of the Issuer (the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of [·], 20[·] 2020 (the “Indenture”), among the Issuer, the Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal amount to US$ ] [if applicable, insert —; provided, however, that the Issuer may from time to time or at any time, without the consent of the Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of the Securities (except for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured subordinated obligation of the Issuer and ranks in right of payment on parity with all other unsecured and subordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured subordinated obligations of the Guarantors and will rank on a parity with all other unsecured and subordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security is subordinated in right of payment, to the extent and in the manner stated in Article Fourteen of the Indenture, to the prior payment in full of all Senior Indebtedness of the Issuer. Payment of the Guaranteed Securities Obligations by each Guarantor, as applicable, is subordinated in right of payment, to the extent and in the manner stated in Article Thirteen of the Indenture, to the prior payment in full of all of the respective Senior Indebtedness of the Guarantors, as applicable. [if applicable, insert — Prior The Securities of this series are subject to redemption at the option of the Issuer on any date [if applicable, 20[•insert —prior to ] ([•] month[s] prior to their maturity any such date) (the , a “Par Call Make-Whole Redemption Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to timetime in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater ofof (1) 100% of the principal amount of the Securities being redeemed and (2) the Make-Whole Amount for the Securities being redeemed, plus, in either case, accrued and unpaid interest to such Make-Whole Redemption Date, all as provided in the Indenture. Notwithstanding the foregoing, installments of interest on Securities that are due and payable on Interest Payment Dates falling on or prior to a Make-Whole Redemption Date will be payable on the Interest Payment Date in accordance with their terms and in accordance with the provisions of the Indenture. For the purposes of this Security:

Certificate of Authentication. This is one of the Securities Class P Certificates referred to in the within-mentioned IndentureAgreement. LASALLE BANK NATIONAL ASSOCIATION Authorized signatory of LaSalle Bank National Association, not in its individual capacity but solely as Trustee By: Authorized Signatory ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto __________________________________ (Please print or typewrite name and address including postal zip code of assignee) a Percentage Interest evidenced by the within Asset-Backed Certificate and hereby authorizes the transfer of registration of such interest to assignee on the Certificate Register of the Trust Fund. I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address: . Dated: DEUTSCHE BANK TRUST COMPANY AMERICASSignature by or on behalf of assignor DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, as Trustee By Authorized Signatory Section 203by wire transfer or otherwise, in immediately available funds to for the account of account number or, if mailed by check, to Applicable statements should be mailed to This information is provided by assignee named above, or its agent. [EXHIBIT A-4 Form of Reverse of Security]Class CE Certificates THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES AND THE CLASS M CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW). This Security is one of a duly authorized issue of securities of the Issuer SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (the THE “SecuritiesCODE”). THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), issued and to be issued in one or more series under an IndentureOR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, dated as of [·]BY PURCHASING THIS CERTIFICATE, 20[·] AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (the 1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“IndentureRULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”), among the IssuerPURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, the Guarantors party thereto WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN “INSTITUTIONAL ACCREDITED INVESTOR” WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 6.02(h) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE ARE PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTIONS UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE TRUSTEE, MASTER SERVICER OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT. Certificate No.1 Percentage Interest: 100% Class CE Adjustable Pass-Through Rate Date of Pooling and Deutsche Bank Trust Company AmericasServicing Agreement and Cut-off Date: July 1, 2005 Initial Certificate Notional Amount of this Certificate as Trustee, and reference is hereby made to the Indenture for a statement of the respective rightsCut-off Date: $[__________] First Distribution Date: August 25, limitations 2005 Aggregate Certificate Notional Amount of rights, duties and immunities thereunder this Certificate as of the Issuer, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof Cut-off Date: $[if applicable, insert —, limited in aggregate principal amount to US$ ] [if applicable, insert —; provided, however, that the Issuer may from time to time or at any time, without the consent of the Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of the Securities (except for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities__________]. This Security is an unsecured subordinated obligation of the Issuer and ranks in right of payment on parity with all other unsecured and subordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured subordinated obligations of the Guarantors and will rank on a parity with all other unsecured and subordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security is subordinated in right of payment, to the extent and in the manner stated in Article Fourteen of the Indenture, to the prior payment in full of all Senior Indebtedness of the Issuer. Payment of the Guaranteed Securities Obligations by each Guarantor, as applicable, is subordinated in right of payment, to the extent and in the manner stated in Article Thirteen of the Indenture, to the prior payment in full of all of the respective Senior Indebtedness of the Guarantors, as applicable. [if applicable, insert — Prior to , 20[•] ([•] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

Certificate of Authentication. This is one of the Securities Certificates referred to in the within-mentioned IndentureAgreement. CITIGROUP MORTGAGE LOAN TRUST INC. ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 2005-WF2 CITIBANK, N.A., not in its individual capacity, but solely as Authenticating Agent By: Authorized Officer ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN - as joint tenants with right if survivorship and not as tenants in common _______________ (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee)a Percentage Interest equal to ____% evidenced by the within Asset Backed Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Securities Administrator to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: . Dated: DEUTSCHE BANK Signature by or on behalf of assignor Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to for the account of account number or, if mailed by check, to Applicable statements should be mailed to This information is provided by the assignee named above, or as its agent. EXHIBIT A-3 FORM OF GROUP I MEZZANINE CERTIFICATE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AMERICASCOMPANY, as Trustee By Authorized Signatory Section 203. [Form of Reverse of Security]. This Security is one of a duly authorized issue of securities of the Issuer A NEW YORK CORPORATION (the “SecuritiesDTC”), issued and to be issued in one or more series under an IndentureTO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, dated EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”). THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. Series 2005-WF2 Aggregate Certificate Principal Balance of the Class M Certificates as of the Issue Date: [·]__] Pass-Through Rate: Fixed Denomination: [__] Cut-off Date and date of Pooling and Servicing Agreement: September 1, 20[·] (the “Indenture”)2005 Master Servicer: CitiMortgage, among the IssuerInc. First Distribution Date: October 25, the Guarantors party thereto and Deutsche Bank 2005 Trust Company AmericasAdministrator: CitiMortgage, as Trustee, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal amount to US$ ] [if applicable, insert —; provided, however, that the Issuer may from time to time or at any time, without the consent of the Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of the Securities (except for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured subordinated obligation of the Issuer and ranks in right of payment on parity with all other unsecured and subordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured subordinated obligations of the Guarantors and will rank on a parity with all other unsecured and subordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security is subordinated in right of payment, to the extent and in the manner stated in Article Fourteen of the Indenture, to the prior payment in full of all Senior Indebtedness of the Issuer. Payment of the Guaranteed Securities Obligations by each Guarantor, as applicable, is subordinated in right of payment, to the extent and in the manner stated in Article Thirteen of the Indenture, to the prior payment in full of all of the respective Senior Indebtedness of the Guarantors, as applicable. [if applicable, insert — Prior to , 20[•] ([•] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:Inc.

Certificate of Authentication. This is one of the Securities Senior Notes of the series designated herein referred to in the within-mentioned Indenture. Dated: DEUTSCHE September 12, 2016 THE BANK TRUST COMPANY AMERICASOF NEW YORK MELLON, LONDON BRANCH as Trustee By By: Authorized Signatory Section 203. [Form of Reverse of Security]. Note] This Security note is one of a duly authorized issue of securities of the Issuer Company (herein called the “SecuritiesSenior Notes”), ) issued and to be issued in one or more series under an Indenture, amended and restated Indenture dated as of September 13, 2011 (the “Amended and Restated Indenture”), as amended and supplemented in respect of all series of senior debt securities issued thereunder, by the First Supplemental Indenture dated as of April 1, 2014 (the “First Supplemental Indenture”) and the Second Supplemental Indenture dated as of April 5, 2016 (the “Second Supplemental Indenture” and, together with the Amended and Restated Indenture and the First Supplemental Indenture, the “Base Indenture”) and as amended and supplemented by the Third Supplemental Indenture dated as of September [·•], 20[·] 2016 (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), in each case among the Issuer, the Guarantors party thereto and Deutsche Bank Trust Company AmericasCompany, as Trusteeissuer, and reference The Bank of New York Mellon, acting through its London Branch as trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture). Reference is hereby made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the GuarantorsCompany, the Trustee and the Holders of the Securities Senior Notes and of the terms upon which the Securities Senior Notes are, and are to be, authenticated and delivered. This Security Senior Note is one of the series designated on the face hereof [if applicablehereof, insert —, initially limited in aggregate principal amount to US$ ] $[·]. The Company may, from time to time, without the consent of the holders of the Senior Notes, issue Additional Senior Debt Securities having the same ranking and interest rate, maturity date, redemption terms and other terms as the Senior Notes of this series, except for the price to the public and issue date. Any such Additional Senior Debt Securities, together with the Senior Notes of this series, will constitute a single series of Senior Notes under the Indenture and shall be included in the definition of “Senior Debt Securities” in the Indenture where the context requires; provided, however, that if applicablesuch Additional Senior Debt Securities are not fungible with the Outstanding Senior Notes of this series for U.S. federal income tax purposes, insert —the Additional Senior Debt Securities must have a CUSIP, ISIN and/or other identifying number (as the case may be) different from those used for the Outstanding Senior Notes of this series. The Senior Notes will initially be issued in the form of one or more global Senior Notes (each, a “Global Senior Note”). Except as provided in the Indenture, a Global Senior Note shall not be exchangeable for one or more definitive Senior Notes. The Senior Notes of this series will constitute direct, unconditional, unsecured and unsubordinated obligations of the Company, as described herein, ranking pari passu without any preference among themselves, and equally with all other outstanding unsecured and unsubordinated obligations, present and future of the Company, except such obligations as are preferred by operation of law. (Reverse of Security continued on next page) If an Event of Default with respect to the Senior Notes of this series shall have occurred and be continuing, the Trustee or the Holder or Holders of not less than 25% in aggregate principal amount of the Outstanding Senior Notes of this series may declare the principal amount of, and any accrued interest on, all the Senior Notes to be due and payable immediately, in the manner, with the effect and subject to the conditions provided in the Indenture. If a Default with respect to the Senior Notes of this series shall have occurred and be continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of Holders of Senior Notes by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in the Indenture or in aid of the exercise of any power granted thereon, or to enforce any other proper remedy, including the institution of proceedings in Scotland (but not elsewhere) for the winding up of the Company. All amounts of principal, premium, if any, and interest on the Senior Notes will be paid by the Company without deduction or withholding for, or on account of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or any authority thereof or therein having the power to tax (the “U.K. Taxing Jurisdiction”), unless such deduction or withholding is required by law. If deduction or withholding of any such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the U.K. Taxing Jurisdiction, the Company will pay such additional amounts with respect to the principal of and premium, if any, and interest on the Senior Notes (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holders of the Senior Notes, after such deduction or withholding, shall equal the amounts of such payments which would have been payable in respect of such Senior Notes had no such deduction or withholding been required; provided, however, that the Issuer may from time foregoing will not apply to time any such tax, levy, impost, duty, charge, fee, deduction or at any time, without the consent of the Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of the Securities (except withholding that would not have been payable or due but for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured subordinated obligation of the Issuer and ranks in right of payment on parity with all other unsecured and subordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured subordinated obligations of the Guarantors and will rank on a parity with all other unsecured and subordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security is subordinated in right of payment, to the extent and in the manner stated in Article Fourteen of the Indenture, to the prior payment in full of all Senior Indebtedness of the Issuer. Payment of the Guaranteed Securities Obligations by each Guarantor, as applicable, is subordinated in right of payment, to the extent and in the manner stated in Article Thirteen of the Indenture, to the prior payment in full of all of the respective Senior Indebtedness of the Guarantors, as applicable. [if applicable, insert — Prior to , 20[•] ([•] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater offact that:

Certificate of Authentication. This Bond is one of the Securities referred to Bonds described in the within-mentioned IndentureIndenture of Trust. DatedDate of registration and authentication: DEUTSCHE BANK TRUST COMPANY AMERICASWEST ONE BANK, UTAH, as Trustee By ----------------------------- Authorized Signatory Section 203. [Form of Reverse of Security]. (FORM OF REVERSE OF BOND) This Security Bond is one of a the duly authorized issue Carbon County, Utah Solid Waste Disposal Refunding Revenue Bonds (Laidxxx Xxx./ECDC Environmental, L.C. Project), 1995 Series A, to be issued in an aggregate principal amount not exceeding $23,000,000 (the "Bonds"), pursuant to certain resolutions (collectively, the "Resolution") duly adopted by the Issuer's Board of securities County Commissioners (the "Board"), in accordance with the applicable provisions of the Utah Industrial Facilities and Development Act, Title 11, Chapter 17, Utah Code Annotated 1953, as amended (the "Act"), under an Indenture of Trust dated as of February 1, 1995 (the "Indenture"), between the Issuer and West One Bank, Utah, as Trustee (the "Trustee", which term shall include any successor Trustee), for the purpose of providing a portion of the funds necessary to refund up to $23,000,000 outstanding principal amount of certain solid waste disposal revenue bonds previously issued by the Issuer to provide a portion of the funds necessary to finance among other things a solid waste disposal facility located within the boundaries of the Issuer (the “Securities”"Project") for ECDC Environmental, L.C., a Utah limited liability company (the "Company"), issued and . Proceeds from the sale of the Bonds are to be issued in one or more series loaned by the Issuer to the Company, under an Indenture, the terms of a Loan Agreement dated as of [·]February 1, 20[·] 1995 (the “Indenture”"Loan Agreement"), among the Issuer, the Guarantors party thereto . The Bonds are all issuable under and Deutsche Bank Trust Company Americas, as Trustee, are equally and reference is hereby made ratably secured by and are entitled to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal amount to US$ ] [if applicable, insert —; provided, however, that the Issuer may from time to time or at any time, without the consent of the Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of the Securities (except for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured subordinated obligation of the Issuer and ranks in right of payment on parity with all other unsecured and subordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured subordinated obligations of the Guarantors and will rank on a parity with all other unsecured and subordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security is subordinated in right of payment, to the extent and in the manner stated in Article Fourteen benefits of the Indenture, including the security of the pledge and assignment of certain amounts payable to the prior payment in full of Issuer pursuant to the Loan Agreement, and all Senior Indebtedness receipts of the Issuer. Payment Trustee credited under the provisions of the Guaranteed Securities Obligations Indenture against the payment of such amounts, and from any other moneys held by each the Trustee under the Indenture for such purpose. The Project is not security for the Bonds. Pursuant to a Guaranty dated as of February 1, 1995 from Laidxxx Xxx., a Canadian corporation (the "Guarantor, as applicable, is subordinated in right of payment"), to the extent and Trustee, the Guarantor has agreed to guaranty timely payment of the Company's obligations relating to the Bonds. Any term used herein as a defined term but not defined herein shall have the meaning ascribed to such term in the manner stated in Article Thirteen of Indenture or the Indenture, to the prior payment in full of all of the respective Senior Indebtedness of the Guarantors, as applicable. [if applicable, insert — Prior to , 20[•] ([•] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:Loan Agreement.

Certificate of Authentication. This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: DEUTSCHE October __, 2010 THE BANK TRUST COMPANY AMERICASOF NEW YORK MELLON, as Trustee By By: Authorized Signatory Section 203. [Form of Reverse of Security]. This Security is one of a duly authorized issue of securities of the Issuer Company (herein called the “Securities”), of the series designated “2.70% Notes due October 1, 2015”, all issued and to be issued in one or more series under an Indenturethe Indenture (For Unsecured Debt Securities), dated as of [·]September 6, 20[·] 2002 (herein, together with any amendments thereto, called the “Indenture”, which term shall have the meaning assigned to it in such instrument), among between the Issuer, the Guarantors party thereto Company and Deutsche The Bank Trust Company Americasof New York Mellon (formerly The Bank of New York), as trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture Indenture, including the Board Resolutions and Officer’s Certificate filed with the Trustee on October [1], 2010, creating such series, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the GuarantorsCompany, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one Optional Redemption The Securities of this series shall be redeemable at the option of the series designated on Company prior to the face hereof [if applicable, insert —, limited in aggregate principal amount to US$ ] [if applicable, insert —; provided, however, that the Issuer may from time to time or at any time, without the consent of the Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of the Securities (except for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured subordinated obligation of the Issuer and ranks in right of payment on parity with all other unsecured and subordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured subordinated obligations of the Guarantors and will rank on a parity with all other unsecured and subordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Payment Stated Maturity of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security is subordinated in right of payment, to the extent and in the manner stated in Article Fourteen of the Indenture, to the prior payment in full of all Senior Indebtedness of the Issuer. Payment of the Guaranteed Securities Obligations by each Guarantor, as applicable, is subordinated in right of payment, to the extent and in the manner stated in Article Thirteen of the Indenture, to the prior payment in full of all of the respective Senior Indebtedness of the Guarantors, as applicable. [if applicable, insert — Prior to , 20[•] ([•] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its optionthereof, in whole or in part, at any time and or from time to time. The Company shall redeem the Securities in increments of $1,000. The Company shall give notice of its intent to redeem such Securities of this series by first class mail at least 30 days but no more than 60 days prior to the Redemption Date to each holder of Securities to be redeemed at such holder’s registered address. If the Company redeems all or any part of the Securities of this series pursuant to the provisions of this paragraph, at it shall pay a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) Redemption Price equal to the greater of:

Certificate of Authentication. This is one of the Securities Notes of the Class designated herein and referred to in the within-mentioned Indenture. DatedDate: ____________, 20[__] DEUTSCHE BANK NATIONAL TRUST COMPANY AMERICASCOMPANY, not in its individual capacity but solely as Indenture Trustee By By: Title: Authorized Signatory Section 203. [Form of Reverse of Security]. Indenture Trustee AUTHENTICATING AGENT’S CERTIFICATE OF AUTHENTICATION This Security is one of a the Notes of the Class designated herein and referred to in the within-mentioned Indenture. Date: ____________, 20[__] DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely as Indenture Trustee By: as Authenticating Agent [REVERSE OF NOTE] This Note is one of the duly authorized issue of securities Class [__] Notes of the Issuer Issuer, designated as its Advance Receivables Backed Notes, Series 2010-ADV1, Class [__] (herein called the “SecuritiesClass [__] Notes”), all issued and to be issued in one or more series under an the Indenture, dated as of [·], 20[·] (the “Indenture”), among the Issuer, the Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, and reference . Reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties rights and immunities obligations thereunder of the Issuer, the Guarantors, the Indenture Trustee and the Holders of the Securities Notes. To the extent that any provision of this Note contradicts or is inconsistent with the provisions of the Indenture, the provisions of the Indenture shall control and supersede such contradictory or inconsistent provision herein. The Notes are subject to all terms of the Indenture. The payments on the Class [__] Notes are [senior to the Class [__] Notes, the Class [__] Notes and the Class [__] Notes][, and subordinate to the Class [__] Notes, the Class [__] Notes and the Class [__] Notes], as and to the extent provided in the Indenture. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied in accordance with the Indenture. The entire unpaid principal amount and all accrued and unpaid interest of this Note shall be due and payable on the earlier of (i) any Redemption Payment Date as set forth in Section 13.1 of the Indenture and (ii) the Stated Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount and all accrued and unpaid interest of the Notes shall be immediately due and payable on the date on which an Event of Default of the kind specified in clause (g), (h), (i) or (j) of Section 8.1 of the Indenture occurs, and, if any other Event of Default occurs and is continuing, then and in each and every such case, either the Indenture Trustee or the Majority Holders of all Outstanding Notes, by notice in writing to the Issuer (and to the Indenture Trustee if given by the Holders), may declare the Outstanding Notes to be immediately due and payable in the manner provided in the Indenture. All applicable principal payments on the Notes shall be made to the Holders of the Notes entitled thereto in accordance with the terms of the Indenture. The Trust Estate secures this Class [__] Note and all other Class [__] Notes equally and ratably without prejudice, priority or distinction between any Class [__] Note and any other Class [__] Note. The Notes are limited recourse obligations of the Issuer and are limited in right of payment to amounts available from the Trust Estate, as provided in the Indenture. The Issuer shall not otherwise be liable for payments on the Notes, and none of the owners, agents, officers, directors, employees, or successors or assigns of the Issuer shall be personally liable for any amounts payable, or performance due, under the Notes or the Indenture. Any payment of interest or principal on this Note shall be paid on the applicable Payment Date as set forth in the Indenture to the Person in whose name this Note (or one or more predecessor Notes) is registered in the Note Register as of the close of business on the related Record Date by wire transfer in immediately available funds to the account specified in writing by the related Noteholder to the extent provided by the Indenture and otherwise by check mailed to the Noteholder. Any reduction in the Note Balance of this Note (or any one or more predecessor Notes) effected by any payments made on any applicable Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the terms registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon which surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto duly executed by, the Holder hereof or such Hxxxxx’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Securities areTransfer Agent’s Medallion Program (“STAMP”), and are to be, authenticated thereupon one or more new Notes of authorized denominations and delivered. This Security is one of in the series designated on the face hereof [if applicable, insert —, limited in same aggregate principal amount will be issued to US$ ] [if applicablethe designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, insert —; provided, however, that but the Issuer may from time require the Noteholder to time pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder, by acceptance of a Note or a beneficial ownership interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or Owner Trustee in their individual capacities, (ii) any owner of a beneficial ownership interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or “control person” within the meaning of the 1933 Act and the Exchange Act of the Indenture Trustee or Owner Trustee in its individual capacity, any holder of a beneficial ownership interest in the Issuer or the Indenture Trustee or Owner Trustee or of any successor or assign of the Indenture Trustee or Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. Each Noteholder, by accepting a Note and each Note Owner by accepting a Note or a beneficial interest in a Note agrees that it will not at any timetime prior to the date which is one year and one day, without or, if longer, the consent applicable preference period then in effect, after the payment in full of all the Notes, institute against the Depositor or the Issuer, or join in any institution against the Depositor or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture, any Supplemental Credit Enhancement Agreement and any Liquidity Facility. The Issuer has entered into the Indenture and this Note is issued with the intention that, for United States federal, state and local income and franchise tax purposes, the Notes will qualify as indebtedness secured by the Receivables. Each Noteholder, by its acceptance of a Note, and each purchaser of a beneficial interest therein, by accepting such beneficial interest, agrees to treat such Notes as debt for United States federal, state and local income and franchise tax purposes, unless otherwise required by Applicable Law in a proceeding of final determination. Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer or other parties thereto and the rights of the Holders of the Securities, create and issue additional Securities with Notes under the Indenture at any time pursuant to the terms and conditions identical to those provisions of the Securities (except for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured subordinated obligation of the Issuer and ranks in right of payment on parity with all other unsecured and subordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured subordinated obligations of the Guarantors and will rank on a parity with all other unsecured and subordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security is subordinated in right of payment, to the extent and in the manner stated in Article Fourteen XII of the Indenture, to . The Indenture also contains provisions permitting the prior payment in full Holders of all Senior Indebtedness Notes representing specified percentages of the Issuer. Payment Outstanding Notes or a particular Class of the Guaranteed Securities Obligations by each GuarantorNotes, as applicable, is subordinated in right of payment, to the extent and in the manner stated in Article Thirteen of the Indenture, to the prior payment in full on behalf of all of the respective Senior Indebtedness Noteholders, to waive compliance by the Issuer with certain provisions of the Guarantors, as applicableIndenture and certain past defaults under the Indenture and their consequences. [if applicable, insert — Prior to , 20[•] Any such consent or waiver by the Holder of this Note ([•] month[s] prior to their maturity dateor any one or more predecessor Notes) (shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole registration of transfer hereof or in part, at exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:Noteholder.

Certificate of Authentication. This is one of the Securities referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By Authorized Signatory Section 203. [Form of Reverse of Security]. This Security is one of a duly authorized issue of securities of the Issuer (the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of [·], 20[·] (the “Indenture”), among the Issuer, the Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert —-, limited in aggregate principal amount to US$ ] [if applicable, insert —-; provided, however, that the Issuer may from time to time or at any time, without the consent of the Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of the Securities (except for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured subordinated obligation of the Issuer and ranks in right of payment on parity with all other unsecured and subordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured subordinated obligations of the Guarantors and will rank on a parity with all other unsecured and subordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Payment of the principal of (and premium, if any) and [if applicable, insert — - any such] interest on this Security is subordinated in right of payment, to the extent and in the manner stated in Article Fourteen of the Indenture, to the prior payment in full of all Senior Indebtedness of the Issuer. Payment of the Guaranteed Securities Obligations by each Guarantor, as applicable, is subordinated in right of payment, to the extent and in the manner stated in Article Thirteen of the Indenture, to the prior payment in full of all of the respective Senior Indebtedness of the Guarantors, as applicable. [if applicable, insert — - Prior to , 20[•20[·] ([•·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

Certificate of Authentication. This is one of the Securities referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By Authorized Signatory Section 203. [Form of Reverse of Security]. This Security is one of a duly authorized issue of securities of the Issuer (the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of [·], 20[·] (the “Indenture”), among the Issuer, the Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal amount to US$ ] [if applicable, insert —; provided, however, that the Issuer may from time to time or at any time, without the consent of the Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of the Securities (except for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured subordinated obligation of the Issuer and ranks in right of payment on parity with all other unsecured and subordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured subordinated obligations of the Guarantors and will rank on a parity with all other unsecured and subordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security is subordinated in right of payment, to the extent and in the manner stated in Article Fourteen of the Indenture, to the prior payment in full of all Senior Indebtedness of the Issuer. Payment of the Guaranteed Securities Obligations by each Guarantor, as applicable, is subordinated in right of payment, to the extent and in the manner stated in Article Thirteen of the Indenture, to the prior payment in full of all of the respective Senior Indebtedness of the Guarantors, as applicable. [if applicable, insert — Prior to , 20[•20[·] ([•·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

Certificate of Authentication. This is one of the Debt Securities of the series designated therein referred to in the within-mentioned Indenture. Dated: DEUTSCHE April 15, 2014 U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, as Trustee By Authorized Signatory Section 203. By: Name: Xxxxx Xxxxxx Title: Vice President [Form of Reverse of Security]. Global Note] This Debt Security is one of a duly authorized issue of securities of the Issuer (herein called the “Debt Securities”), issued and to be issued in one or more series under an Indenture, Indenture dated as of [·]April 13, 20[·] 2010 (the “Indenture”) as supplemented by the Second Supplemental Indenture dated as of April 15, 2014 (the “Second Supplemental Indenture” and, together with the Indenture , the “Indenture”), among between the Issuer, the Guarantors party thereto Issuer and Deutsche U.S. Bank Trust Company AmericasNational Association, as trustee (herein called the “Trustee”), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantors, the Trustee and the Registered Holders of the Debt Securities and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Debt Security is one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal amount to US$ ] [if applicable, insert —; provided, however, that the Issuer may from time to time or at any time, without the consent of the Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of the Securities (except for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]hereof. This Debt Security is an unsecured subordinated obligation of the Issuer and ranks in right of payment on parity with all other unsecured and subordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured subordinated obligations of the Guarantors and will rank on a parity with all other unsecured and subordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security is subordinated in right of payment, subject to redemption upon notice mailed at least 30 days but not more than 60 days prior to the extent and in the manner stated in Article Fourteen of the Indenture, redemption date to the prior payment in full of all Senior Indebtedness of the Issuereach Registered Holder. Payment of the Guaranteed Securities Obligations by each GuarantorThis Debt Security may be redeemed, as applicable, is subordinated in right of payment, to the extent and in the manner stated in Article Thirteen of the Indenture, to the prior payment in full of all of the respective Senior Indebtedness of the Guarantors, as applicable. [if applicable, insert — Prior to , 20[•] ([•] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in a whole or in part, at any time and from time to time, the option of the Issuer at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater ofof (a) 100% of the principal amount to be redeemed and (b) the sum of the present values of the Remaining Scheduled Payments (as defined in the Second Supplemental Indenture) thereon discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, plus, in either case, accrued interest on the principal amount being redeemed to the date of redemption. Unless the Issuer defaults in payment of the redemption price, on and after the applicable redemption date, interest will cease to accrue on the Debt Securities or portions thereof called for redemption. Upon the occurrence of a Change of Control Triggering Event with respect to this Debt Security, unless the Issuer has exercised its right to redeem this Debt Security in full as set forth in Section 202 of the Second Supplemental Indenture, by giving irrevocable notice to the Trustee in accordance with the Indenture, each Holder of this Debt Security will have the right to require the Issuer to purchase all or a portion of such Holder’s Debt Security pursuant to a Change of Control Offer, at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the “Change of Control Payment”), subject to the rights of Holders of this Debt Security on the relevant record date to receive interest due on the relevant interest payment date. Unless the Issuer has exercised its right to redeem this Debt Security, within 30 days following the date upon which the Change of Control Triggering Event occurred with respect to this Debt Security or, at the Issuer’s option, prior to any Change of Control but after the public announcement of the pending Change of Control, the Issuer will be required to send, by first class mail, a notice to each Holder of this Debt Security, with a copy to the Trustee, which notice will govern the terms of the Change of Control Offer. The notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days after the date the notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date. On the Change of Control Payment Date, the Issuer will, to the extent lawful:

Certificate of Authentication. This is one of the Securities Certificates referred to in the within-mentioned IndentureAgreement. CITIGROUP MORTGAGE LOAN TRUST INC. ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES 2005-WF2 CITIBANK, N.A., not in its individual capacity, but solely as Authenticating Agent By: Authorized Officer ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian TEN ENT - as tenants by the entireties (Cust) (Minor) under Uniform Gifts to Minors Act JT TEN - as joint tenants with right if survivorship and not as tenants in common _______________ (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto (Please print or typewrite name, address including postal zip code, and Taxpayer Identification Number of assignee)a Percentage Interest equal to ____% evidenced by the within Asset Backed Pass-Through Certificate and hereby authorize(s) the registration of transfer of such interest to assignee on the Certificate Register of the Trust Fund. I (we) further direct the Securities Administrator to issue a new Certificate of a like Percentage Interest and Class to the above named assignee and deliver such Certificate to the following address: . Dated: DEUTSCHE BANK Signature by or on behalf of assignor Signature Guaranteed DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, by wire transfer or otherwise, in immediately available funds to for the account of account number or, if mailed by check, to Applicable statements should be mailed to This information is provided by the assignee named above, or as its agent. EXHIBIT A-2 FORM OF CLASS AV CERTIFICATE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AMERICASCOMPANY, as Trustee By Authorized Signatory Section 203. [Form of Reverse of Security]. This Security is one of a duly authorized issue of securities of the Issuer A NEW YORK CORPORATION (the “SecuritiesDTC”), issued and to be issued in one or more series under an IndentureTO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, dated EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE “CODE”). Series 2005-WF2 Aggregate Certificate Principal Balance of the Class AV Certificates as of the Issue Date: $[·]___] Pass-Through Rate: Variable Denomination: $[__] Cut-off Date and date of Pooling and Servicing Agreement: September 1, 20[·] (the “Indenture”)2005 Master Servicer: CitiMortgage, among the IssuerInc. First Distribution Date: October 25, the Guarantors party thereto and Deutsche Bank 2005 Trust Company AmericasAdministrator: CitiMortgage, as Trustee, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal amount to US$ ] [if applicable, insert —; provided, however, that the Issuer may from time to time or at any time, without the consent of the Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of the Securities (except for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured subordinated obligation of the Issuer and ranks in right of payment on parity with all other unsecured and subordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured subordinated obligations of the Guarantors and will rank on a parity with all other unsecured and subordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security is subordinated in right of payment, to the extent and in the manner stated in Article Fourteen of the Indenture, to the prior payment in full of all Senior Indebtedness of the Issuer. Payment of the Guaranteed Securities Obligations by each Guarantor, as applicable, is subordinated in right of payment, to the extent and in the manner stated in Article Thirteen of the Indenture, to the prior payment in full of all of the respective Senior Indebtedness of the Guarantors, as applicable. [if applicable, insert — Prior to , 20[•] ([•] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:Inc.

Certificate of Authentication. This is one of the Securities Notes of the Class designated herein and referred to in the within-mentioned Indenture. DatedDate: ____________, 20[__] DEUTSCHE BANK NATIONAL TRUST COMPANY AMERICASCOMPANY, not in its individual capacity but solely as Indenture Trustee By By: Title: Authorized Signatory Section 203. of Indenture Trustee [Form of Reverse of Security]. AUTHENTICATING AGENT’S CERTIFICATE OF AUTHENTICATION] This Security is one of the Notes of the Class designated herein and referred to in the within-mentioned Indenture. Date: ____________, 20[__] DEUTSCHE BANK NATIONAL TRUST COMPANY, not in its individual capacity but solely as Indenture Trustee By: as Authenticating Agent [REVERSE OF NOTE] This Class A-2 Note is a duly authorized issue of securities Note of the Issuer Issuer, designated as its Advance Receivables Backed Notes, Series 2010-ADV1, Class A-2, (herein called the “SecuritiesClass A-2 Note”), all issued and to be issued in one or more series under an the Indenture, dated as of [·], 20[·] (the “Indenture”), among the Issuer, the Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, and reference . Reference is hereby made to the Indenture Indenture, for a statement of the respective rights, limitations of rights, duties rights and immunities obligations thereunder of the Issuer, the Guarantors, the Indenture Trustee and the Holders of the Securities Class A-2 Note. To the extent that any provision of this Class A-2 Note contradicts or is inconsistent with the provisions of the Indenture, the provisions of the Indenture shall control and supersede such contradictory or inconsistent provision herein. This Class A-2 Note is subject to all terms of the Indenture. This Class A-2 Note is senior to the Class B, Class C and Class D Notes, as and to the extent provided in the Indenture. The principal of and interest on this Class A-2 Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Class A-2 Note shall be applied in accordance with the Indenture. The entire unpaid principal amount and all accrued and unpaid interest of this Note shall be due and payable on the earlier of (i) any Redemption Payment Date as set forth in Section 13.1 of the Indenture and (ii) the Stated Maturity Date. Notwithstanding the foregoing, the entire unpaid principal amount and all accrued and unpaid interest of the Notes shall be immediately due and payable on the date on which an Event of Default of the kind specified in clause (g), (h), (i) or (j) of Section 8.1 of the Indenture occurs, and, if any other Event of Default occurs and is continuing, then and in each and every such case, either the Indenture Trustee or the Majority Holders of all Outstanding Class A-2 Notes, by notice in writing to the Issuer (and to the Indenture Trustee if given by the Holders), may declare the Outstanding Class A-2 Notes to be immediately due and payable in the manner provided in the Indenture. All applicable principal payments on the Notes shall be made to the Holders of the Notes entitled thereto in accordance with the terms of the Indenture. The Trust Estate secures this Class A-2 Note and all other Class A-2 Notes equally and ratably without prejudice, priority or distinction between any Class A-2 Note and any other Class A-2 Note. The Notes are limited recourse obligations of the Issuer and are limited in right of payment to amounts available from the Trust Estate, as provided in the Indenture. The Issuer shall not otherwise be liable for payments on the Notes, and none of the owners, agents, officers, directors, employees, or successors or assigns of the Issuer shall be personally liable for any amounts payable, or performance due, under the Notes or the Indenture. Any payment of interest or principal on this Note shall be paid on the applicable Payment Date as set forth in the Indenture to the Person in whose name this Note (or one or more predecessor Notes) is registered in the Note Register as of the close of business on the related Record Date by wire transfer in immediately available funds to the account specified in writing by the related Noteholder to the extent provided by the Indenture and otherwise by check mailed to the Noteholder. Any reduction in the Maximum VFN Principal Balance or the VFN Principal Balance, as the case may be, of this Class A-2 Note (or any one or more predecessor Notes) effected by any payments made with respect thereto or otherwise pursuant to the terms of the Indenture shall be binding upon all future Holders of this Class A-2 Note and of any Note issued upon the terms registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. Any VFN Principal Balance increase of this Class A-2 Note (or any one or more predecessor Notes) effected by payments to the Issuer shall be binding upon which the Issuer and shall inure to the benefit of all future Holders of this Class A-2 Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Class A-2 Note may be registered on the Note Register upon surrender of this Class A-2 Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in the form attached hereto duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Securities areTransfer Agent’s Medallion Program (“STAMP”), and are thereupon a new Class A-2 Note of authorized denomination and in the same VFN Principal Balance will be issued to bethe designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Class A-2 Note, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal amount to US$ ] [if applicable, insert —; provided, however, that but the Issuer may from time require the related Noteholder to time pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder, by acceptance of this Class A-2 Note or a beneficial interest herein, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer or the Indenture Trustee on the Class A-2 Note or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or Owner Trustee in their individual capacities, (ii) any owner of a beneficial ownership interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or “control person” within the meaning of the 1933 Act and the Exchange Act of the Indenture Trustee or Owner Trustee in its individual capacity, any holder of a beneficial ownership interest in the Issuer or the Indenture Trustee or Owner Trustee or of any successor or assign of the Indenture Trustee or Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. Each Noteholder, by accepting a Class A-2 Note or a beneficial interest in a Class A-2 Note agrees that it will not at any timetime prior to the date which is one year and one day, without or, if longer, the consent applicable preference period then in effect, after the payment in full of all the Class A-2 Notes, institute against the Depositor or the Issuer, or join in any institution against the Depositor or the Issuer of, any receivership, insolvency, bankruptcy or other similar proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture, any Supplemental Credit Enhancement Agreement and any Liquidity Facility. The Issuer has entered into the Indenture and this Note is issued with the intention that, for United States federal, state and local income and franchise tax purposes, the Class A-2 Note will qualify as indebtedness secured by the Receivables. Each Noteholder, by its acceptance of a Class A-2 Note, and each purchaser of a beneficial interest therein, by accepting such beneficial interest, agrees to treat such Class A-2 Note as debt for United States federal, state and local income and franchise tax purposes, unless otherwise required by Applicable Law in a proceeding of final determination. Prior to the due presentment for registration of transfer of this Class A-2 Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Class A-2 Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Class A-2 Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer or the other parties thereto and the rights of the Holders of the Securities, create and issue additional Securities with Notes under the Indenture at any time pursuant to the terms and conditions identical to those provisions of the Securities (except for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured subordinated obligation of the Issuer and ranks in right of payment on parity with all other unsecured and subordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured subordinated obligations of the Guarantors and will rank on a parity with all other unsecured and subordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security is subordinated in right of payment, to the extent and in the manner stated in Article Fourteen XII of the Indenture, to . The Indenture also contains provisions permitting the prior payment in full Holders of all Senior Indebtedness Notes representing specified percentages of the Issuer. Payment Outstanding Notes or a particular Class of the Guaranteed Securities Obligations by each GuarantorNotes, as applicable, is subordinated in right of payment, to the extent and in the manner stated in Article Thirteen of the Indenture, to the prior payment in full on behalf of all of the respective Senior Indebtedness Noteholders, to waive compliance by the Issuer with certain provisions of the Guarantors, as applicableIndenture and certain past defaults under the Indenture and their consequences. [if applicable, insert — Prior to , 20[•] Any such consent or waiver by the Holder of this Class A-2 Note ([•] month[s] prior to their maturity dateor any one or more predecessor Notes) (shall be conclusive and binding upon such Holder and upon all future Holders of this Class A-2 Note and of any Note issued upon the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole registration of transfer hereof or in part, at exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Class A-2 Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:Noteholder.

Certificate of Authentication. This is one of the Securities [—]% Notes due [—] issued by NIKE, Inc. of the series designated therein referred to in the within-mentioned Indenture. DatedDate: [—] DEUTSCHE BANK TRUST COMPANY AMERICAS, AMERICAS as Trustee By By: Deutsche Bank National Trust Company By: Authorized Signatory Section 203. [Form of Reverse of SecurityREVERSE OF SECURITY NIKE, Inc. [ ]. % Notes due [ ] This Security security is one of a duly authorized issue series of debt securities of the Issuer NIKE, Inc., an Oregon corporation (the “SecuritiesCompany”), issued and or to be issued in one or more series under and pursuant to an IndentureIndenture for the Company’s senior debt securities, dated as of [·April [ ], 202013 (the “Base Indenture”), duly executed and delivered by and between the Company and [·—], as trustee (the “Trustee”), as supplemented by the [ ], dated as of [ ] (the “Supplemental Indenture”), among by and between the IssuerCompany and the Trustee. The Base Indenture as supplemented and amended by the Supplemental Indenture is referred to herein as the “Indenture.” By the terms of the Base Indenture, the Guarantors party thereto debt securities issuable thereunder are issuable in series that may vary as to amount, date of maturity, rate of interest and Deutsche Bank Trust Company Americasin other respects as provided in the Base Indenture. This security is one of the series designated on the face hereof (individually, as Trusteea “Security,” and collectively, the “Securities”), and reference is hereby made to the Indenture for a statement description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the IssuerTrustee, the Guarantors, the Trustee Company and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal amount to US$ ] [if applicable, insert —; provided, however, that the Issuer may from time to time or at any time, without the consent of the Holders of the Securities, create and issue additional Securities with terms and conditions identical to those holders of the Securities (except for the issue date, “Securityholders”). Capitalized terms used herein and not otherwise defined shall have the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured subordinated obligation of the Issuer and ranks in right of payment on parity with all other unsecured and subordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured subordinated obligations of the Guarantors and will rank on a parity with all other unsecured and subordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security is subordinated in right of payment, to the extent and meanings given them in the manner stated in Article Fourteen of Base Indenture or the Supplemental Indenture, to the prior payment in full of all Senior Indebtedness of the Issuer. Payment of the Guaranteed Securities Obligations by each Guarantor, as applicable, is subordinated in right of payment, to the extent and in the manner stated in Article Thirteen of the Indenture, to the prior payment in full of all of the respective Senior Indebtedness of the Guarantors, as applicable. [if applicable, insert — Prior to , 20[•] ([•] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:.

Certificate of Authentication. This is one of the Securities referred to in the within-mentioned Indenture. Dated: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By Authorized Signatory Section 203. [Form of Reverse of Security]. This Security is one of a duly authorized issue of securities of the Issuer (the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of [·], 20[·] (the “Indenture”), among the Issuer, the Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal amount to US$ US$____] [if applicable, insert —; provided, however, that the Issuer may from time to time or at any time, without the consent of the Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of the Securities (except for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured subordinated obligation of the Issuer and ranks in right of payment on parity with all other unsecured and subordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured subordinated obligations of the Guarantors and will rank on a parity with all other unsecured and subordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security is subordinated in right of payment, to the extent and in the manner stated in Article Fourteen of the Indenture, to the prior payment in full of all Senior Indebtedness of the Issuer. Payment of the Guaranteed Securities Obligations by each Guarantor, as applicable, is subordinated in right of payment, to the extent and in the manner stated in Article Thirteen of the Indenture, to the prior payment in full of all of the respective Senior Indebtedness of the Guarantors, as applicable. [if applicable, insert — Prior to , 20[•20[·] ([•·] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

Certificate of Authentication. This is one of the Securities Certificates referred to in the within-mentioned IndentureTrust Agreement. Dated: DEUTSCHE U.S. BANK TRUST COMPANY AMERICASNATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee By: __________________________________ or XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Trustee By Authorized Signatory Section 203. [Form of Reverse of Security]. This Security Certificate Registrar by: Authenticating Agent The Trust is one of existing as a duly authorized issue of securities of Delaware statutory trust pursuant to the Issuer (the “Securities”), issued Amended and to be issued in one or more series under an IndentureRestated Trust Agreement, dated as of [·February 21, 2019 (as so amended and restated, the “Trust Agreement”), between the Seller, each of the members of the Board of Trustees of the Trust, and U.S. Bank Trust National Association, as owner trustee, (in its capacity as owner trustee, and not in its individual capacity the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Trust Agreement. This Certificate is one of the duly authorized Certificates designated as “Asset Backed Certificates” (herein called the “Certificates”). In addition to the Certificates, there were also issued, under the Indenture dated as of the Closing Date, between the Trust and Xxxxx Fargo Bank, National Association, as Indenture Trustee, three classes of Notes designated as “[ ], 20[·] % Class A Asset Backed Notes,” “[ ]% Class B Asset Backed Notes,” and “[ ]% Class C Asset Backed Notes” (the “IndentureNotes”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Certificate by virtue of the acceptance hereof assents and by which such holder is bound. The property of the Trust includes a pool of dealer loans secured by retail installment sale contracts (which are secured by used automobiles, light duty trucks, minivans or sport utility vehicles) (the “Dealer Loans”), among a pool of purchased loans evidenced by retail installment loans (which are secured by used automobiles, light duty trucks, minivans or sport utility vehicles) (the Issuer“Purchased Loans”, and together with the Dealer Loans, the Guarantors party thereto “Loans”) all monies due thereunder after the applicable Cut-off Date, security interests in the vehicles financed thereby, certain bank accounts and Deutsche Bank the proceeds thereof, proceeds from claims on certain insurance policies and certain other rights under the Trust Company AmericasAgreement and the Sale and Servicing Agreement, all right, title and interest of the Seller in and to the Sale and Contribution Agreement dated as of the Closing Date between the Originator and the Seller and all proceeds of the foregoing. Under the Sale and Servicing Agreement, there will be distributed on the 15th day of each month or, if such 15th day is not a Business Day, the next Business Day (the “Distribution Date”), commencing on March 15, 2019, to the Person in whose name this Certificate is registered at the close of business on the last day of the month preceding such Distribution Date (the “Record Date”) such Certificateholder’s fractional undivided interest in the amount to be distributed, if any, to Certificateholders on such Distribution Date. The holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate are subordinated to the rights of the Noteholders as described in the Sale and Servicing Agreement, the Indenture and the Trust Agreement, as Trusteeapplicable. It is the intention of the Seller, the Servicer and the Certificateholders that, for purposes of U.S. federal income, state and local income and franchise tax and any other income taxes, for so long as the Trust has no equity owner other than the Seller (as determined for U.S. federal income tax purposes), the Trust will be treated as an entity disregarded as separate from its owner and that, if the Trust has more than one equity owner (as determined for U.S. federal income tax purposes), the Trust will be treated as a partnership, the equity owners will be the partners in the partnership, and reference the partnership will not be an association or publicly traded partnership taxable as a corporation. The Seller and the other Certificateholders, by acceptance of a Certificate, agree to such treatment and agree to take no action inconsistent with such treatment. Each Certificateholder, by its acceptance of a Certificate, covenants and agrees that such Certificateholder will not at any time institute against the Trust or the Seller, or join in any institution against the Trust or the Seller of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates, the Notes, the Trust Agreement or any of the other Basic Documents. Distributions on this Certificate will be made as provided in the Sale and Servicing Agreement by the Trust Collateral Agent by wire transfer or check mailed to the Certificateholder of record in the Certificate Register without the presentation or surrender of this Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and the Sale and Servicing Agreement and, notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the Corporate Trust Office. Reference is hereby made to the Indenture further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for a statement all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the respective rightsOwner Trustee or the Certificate Registrar, limitations of rightsby manual signature, duties this Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or the Sale and immunities thereunder of the IssuerServicing Agreement or be valid for any purpose. THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE OBLIGATIONS, the GuarantorsRIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, the Trustee and the Holders of the Securities and of the terms upon which the Securities areEXCEPT THAT, and are to bePURSUANT TO AND TO THE FULLEST EXTENT PERMITTED BY SECTION 3809 OF THE STATUTORY TRUST ACT, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal amount to US$ ] [if applicable, insert —; provided, however, that the Issuer may from time to time or at any time, without the consent of the Holders of the Securities, create and issue additional Securities with terms and conditions identical to those of the Securities (except for the issue date, the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured subordinated obligation of the Issuer and ranks in right of payment on parity with all other unsecured and subordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured subordinated obligations of the Guarantors and will rank on a parity with all other unsecured and subordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security is subordinated in right of payment, to the extent and in the manner stated in Article Fourteen of the Indenture, to the prior payment in full of all Senior Indebtedness of the Issuer. Payment of the Guaranteed Securities Obligations by each Guarantor, as applicable, is subordinated in right of payment, to the extent and in the manner stated in Article Thirteen of the Indenture, to the prior payment in full of all of the respective Senior Indebtedness of the Guarantors, as applicable. [if applicable, insert — Prior to , 20[•] ([•] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:THE DOCTRINE OF MERGER SHALL NOT BE APPLICABLE TO THE TRUST.

Certificate of Authentication. This is one of the Securities [—]% Notes due [—] issued by NIKE, Inc. of the series designated therein referred to in the within-mentioned Indenture. DatedDate: [—] DEUTSCHE BANK TRUST COMPANY AMERICAS, AMERICAS as Trustee By By: Deutsche Bank National Trust Company By: Authorized Signatory Section 203. [Form of Reverse of SecurityREVERSE OF SECURITY NIKE, Inc. [ ]. % Notes due [ ] This Security security is one of a duly authorized issue series of debt securities of the Issuer NIKE, Inc., an Oregon corporation (the “SecuritiesCompany”), issued and or to be issued in one or more series under and pursuant to an IndentureIndenture for the Company’s senior debt securities, dated as of April [·—], 202013 (the “Base Indenture”), duly executed and delivered by and between the Company and [·—], as trustee (the “Trustee”), as supplemented by the [ ], dated as of [ ] (the “Supplemental Indenture”), among by and between the IssuerCompany and the Trustee. The Base Indenture as supplemented and amended by the Supplemental Indenture is referred to herein as the “Indenture.” By the terms of the Base Indenture, the Guarantors party thereto debt securities issuable thereunder are issuable in series that may vary as to amount, date of maturity, rate of interest and Deutsche Bank Trust Company Americasin other respects as provided in the Base Indenture. This security is one of the series designated on the face hereof (individually, as Trusteea “Security,” and collectively, the “Securities”), and reference is hereby made to the Indenture for a statement description of the respective rights, limitations of rights, obligations, duties and immunities thereunder of the IssuerTrustee, the Guarantors, the Trustee Company and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal amount to US$ ] [if applicable, insert —; provided, however, that the Issuer may from time to time or at any time, without the consent of the Holders of the Securities, create and issue additional Securities with terms and conditions identical to those holders of the Securities (except for the issue date, “Securityholders”). Capitalized terms used herein and not otherwise defined shall have the issue price and the first interest payment date), which additional Securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Securities]. This Security is an unsecured subordinated obligation of the Issuer and ranks in right of payment on parity with all other unsecured and subordinated indebtedness of the Issuer (and without any preference among themselves) and the Guarantees are unsecured subordinated obligations of the Guarantors and will rank on a parity with all other unsecured and subordinated indebtedness of the Guarantors, except, in each case, for indebtedness mandatorily preferred by law. Payment of the principal of (and premium, if any) and [if applicable, insert — any such] interest on this Security is subordinated in right of payment, to the extent and meanings given them in the manner stated in Article Fourteen of Base Indenture or the Supplemental Indenture, to the prior payment in full of all Senior Indebtedness of the Issuer. Payment of the Guaranteed Securities Obligations by each Guarantor, as applicable, is subordinated in right of payment, to the extent and in the manner stated in Article Thirteen of the Indenture, to the prior payment in full of all of the respective Senior Indebtedness of the Guarantors, as applicable. [if applicable, insert — Prior to , 20[•] ([•] month[s] prior to their maturity date) (the “Par Call Date”), the Issuer may redeem the Securities at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:.