Common use of Execution, Authentication and Delivery Clause in Contracts

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall -------------------------------------- be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,0001,539,167,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amount except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Class A Notes shall be issuable as registered Class A Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. The Class B Notes shall be issuable as registered Class B Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000366,759,000.00, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000429,000,000.00, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, 407,000,000.00 and Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000209,038,000.00. The aggregate principal amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, Notes and the Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication2.05. The Notes shall be issuable as registered Notes in the minimum denomination $1,000. Each Note shall be dated the date of $1,000 and in integral multiples thereofits authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit A, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000200,000,000, Class A-2 Notes for original issue in the aggregate principal amount of $958,000,000, and Subordinate Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,00042,000,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Subordinate Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Book-Entry Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver each Class A-1 of Notes for original issue in an aggregate initial principal amount equal to the Initial Note Principal Balance for such Class of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note of the Notes shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and shall be issuable in the minimum denomination initial Note Principal Balances of $1,000 100,000 and in integral multiples of $1 in excess thereof, except with respect to the Class II-A Notes. The Class II-A Notes shall be issuable in the minimum initial Note Principal Balances of $100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver Class A-1 Notes for original issue in an aggregate initial principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. The aggregate principal amount of 117,711,000 with respect to the Class A-1 Notes, $16,628,000 with respect to the Class A-2 Notes, $61,528,000 with respect to the Class A-3 Notes, Notes and $76,826,000 with respect to the Class A-4 Notes. The Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its their authentication. The Notes shall be issuable as registered Notes. The Notes shall be issuable in the minimum denomination initial Note Balances of $1,000 100,000 and in integral multiples of $1 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes -------------------------------------- shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, 220,000,000 and Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,00080,150,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-2 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination denominations of $1,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000_________. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amount except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Class A Notes shall be issuable as registered Class A Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. The Class B Notes shall be issuable as registered Class B Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000417,840,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000500,000,000.00, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, 360,000,000.00 and Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000175,000,000.00. The aggregate principal amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, Notes and the Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication2.05. The Notes shall be issuable as registered Notes in the minimum denomination $1,000. Each Note shall be dated the date of $1,000 and in integral multiples thereofits authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit A, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver Class A-1 Notes for original issue in an aggregate initial principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000100,000,000. The aggregate principal amount Notes that are authenticated and delivered by the Indenture Trustee to or upon the order of Class A-1 Notesthe Issuer on the Closing Date shall be dated December 18, Class A-2 Notes, Class A-3 Notes, Class A-4 1997. All other Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note that are authenticated after the Closing Date shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum denomination initial Note Principal Balances of $1,000 25,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver Class A-1 Notes for original issue in an aggregate initial principal amount of $198,000,00043,101,000 with respect to the Class A-I-1 Notes, $32,786,000 with respect to the Class A-2 A-I-2 Notes, $32,808,000 with respect to the Class A-I-3 Notes, $21,193,000 with respect to the Class A-I-4 Notes, $21,418,000 with respect to the Class A-I- 5 Notes, $40,489,000 with respect to the Class A-I-6 Notes, $33,205,000 with respect to the Class A-I-7 Notes and $100,000,000 with respect to the Class A-II Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate principal initial notional amount of $197,500,000, 32,500,000 with respect to the Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000A-IO Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its their authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum denomination initial Note Balances or Notional Amounts of $1,000 25,000 and in integral multiples of $1 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall -------------------------------------- be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,0002,937,600,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amount except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes -------------------------------------- shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,0002,046,314,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amount except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Class A Notes shall be issuable as registered Class A Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. The Class B Notes shall be issuable as registered Class B Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of the Note Policies and Issuer Order authenticate and deliver Class A-1 AF-1 Notes for original issue in an aggregate principal amount of $198,000,000401,250,000, Class A-2 AF-2 Notes for original issue in an aggregate principal amount of $197,500,000, 133,750,000 and Class A-3 AV Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000360,000,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 25,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any Authorized Officer of its Authorized Officersthe Owner Trustee or the Administrator. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Owner Trustee or the Administrator shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Order Order, authenticate and deliver Class A-1 the Notes for original issue in an aggregate principal amount the Initial Note Principal Amount of (i) with respect to the Class A Notes, $198,000,000496,786,000, (ii) with respect to the Class A-2 Notes for original issue in an aggregate principal amount of M1 Notes, $197,500,0002,509,000 and (iii) with respect to the Class M2 Notes, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,0002,509,000. The aggregate principal amount amounts of the Notes of each such Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authenticationamounts. The Notes shall will be issuable as registered Notes issued in the minimum denomination principal amount denominations of $100,000 and integral multiples of $1,000 and in integral multiples excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver Class A-1 Notes for original issue in an aggregate initial principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. The aggregate principal amount of 70,460,000 with respect to the Class A-1 Notes, $18,983,000 with respect to the Class A-2 Notes, $46,383,000 with respect to the Class A-3 Notes, $46,094,000 with respect to the Class A-4 Notes and $58,080,000 with respect to the Class B A-5 Notes. The Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its their authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum denomination initial Note Balances of $1,000 25,000 and in integral multiples of $1 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver each Class A-1 of Notes for original issue in an aggregate initial principal amount equal to the Initial Note Principal Balance for such Class of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note of the Notes shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum denomination initial Note Principal Balances of $1,000 25,000 and in integral multiples of $1 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. The Class N Notes may be issued at any time within two Business Days of the date hereof.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of an Issuer Order authenticate and deliver Class A-1 A Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000100,000,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding A Note Balance at any time may not exceed such respective amounts except as provided in Section 2.06amount. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 250,000 and in integral multiples of $1,000 in excess thereof; provided, however, that one Note may be issued in an additional amount equal to any remaining portion of the original Note Balance. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note of authentication shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000338,000,000, the Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000368,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000403,000,000, and the Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000255,783,000. The aggregate principal amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, Notes and the Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Notes shall be issuable as registered Notes in denominations of $1,000 and any integral multiple thereof. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit A, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, ___________ and Class A-2 Notes for original issue in an the aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000________________. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-2 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereofthereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of the Note Policy and Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,00031,750,000, Class A-2 Notes for original issue in an the aggregate principal amount of $197,500,000, 64,550,000 and Class A-3 Notes for original issue in an the aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,00038,700,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-3 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereofthereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $198,000,000_________ of Class A-1 Notes, (ii) $____________ of Class A-2 Notes for original issue in an aggregate principal amount and (iii) $_____________ of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-3 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination denominations of $1,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any the time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000Notes, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000Notes, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,00071,500,000, $282,000,000, $259,125,000 and $26,000,000, respectively. The aggregate principal amount Outstanding Amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note of authentication shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver Class A-1 the Notes for original issue in an the Classes and aggregate principal amount of $198,000,000, amounts as set forth below: Class Aggregate Principal Amount Class A-1 $ 111,000,000 Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, $ 153,000,000 Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, $ 176,000,000 Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. $ 60,000,00 The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall -------------------------------------- be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000994,050,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amount except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver for original issue (i) Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000242,000,000, (ii) Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, 138,000,000 and (iii) Class A-3 B Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,00020,000,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of (Nissan 2008-B Indenture) such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000275,000,000, the Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000288,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, 381,000,000 and the Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000250,210,000. The aggregate principal amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, Notes and the Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Notes shall be issuable as registered Notes in minimum denominations of $25,000 and any integral multiple of $1,000 in excess thereof. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit A, as the case may be, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver for original issue (i) Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000234,000,000, (ii) Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, 73,937,000 and (iii) Class A-3 B Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,00017,063,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Issuing Entity shall bind the IssuerIssuing Entity, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Issuing Entity Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000202,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000225,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000245,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 228,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,00030,232,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $198,000,000503,000,000 of Class A-1 Notes, (ii) $311,000,000 of Class A-2 Notes for original issue in an aggregate principal amount and (iii) $486,000,000 of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-3 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination denominations of $1,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any the time of execution of such Notes Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Order written order of the Issuer, authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000550,000,000, Class A-2 Notes for original issue in an aggregate principal amount of comprising $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. The aggregate 325,000,000 principal amount of Class A-1 Notes, Notes and $225,000,000 principal amount of Class A-2 Notes, Class A-3 Notes, Class A-4 . The Trustee shall be entitled to rely upon such written order as authority to so authenticate and deliver the Notes and Class B Notes outstanding at without further inquiry of any time may not exceed such respective amounts except as provided in Section 2.06Person. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes Beneficial interests in the Notes may be purchased in minimum denomination denominations of $1,000 500,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes Each Note shall -------------------------------------- be executed by manual or facsimile signature on behalf of the Issuer by any of its an Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimileOfficer. Notes bearing the manual or facsimile signature of individuals an individual who were was, at any the time Authorized Officers when such signature was affixed, authorized to sign on behalf of the Issuer shall bind the Issuernot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices be so authorized prior to the authentication and delivery of such Notes or did does not hold such offices office at the date of issuance of such Notes. The At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication and delivery, and the Indenture Trustee shall upon authenticate at the written direction of the Issuer Order authenticate and deliver Class A-1 such Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated this Indenture or the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 related Indenture Supplement and in integral multiples thereofnot otherwise. No Note shall be entitled to any benefit under this Indenture or the applicable Indenture Supplement or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein or in the related Indenture Supplement executed by or on behalf of the Indenture Trustee by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $198,000,00073,000,000 of Class A-1 Notes, (ii) $98,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $126,000,000 of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount Notes, and (iv) $103,000,000 of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof, except that one Note of each Class may be issued in a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000[___________]. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amount except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Class A Notes and the Class B Notes shall be issuable as registered Notes notes in the minimum denomination denominations of $10,000 and additional increments of $1,000 and except that one of them may be issued in integral multiples thereofa different denomination as directed by [Wachovia Bank]. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000317,048,000.00, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000440,000,000.00, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, 440,000,000.00 and Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000306,452,000.00. The aggregate principal amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, Notes and the Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication2.05. The Notes shall be issuable as registered Notes in the minimum denomination $1,000. Each Note shall be dated the date of $1,000 and in integral multiples thereofits authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit A, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Issuing Entity shall bind the IssuerIssuing Entity, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Issuing Entity Request authenticate and deliver the Class A-1 A Notes for original issue in an aggregate initial principal amount of $198,000,000200,646,000. The Class A-1 Notes shall be issued in an aggregate initial Note Balance of $102,596,000, and the Class A-2 Notes for original issue shall be issued in an aggregate principal amount initial Note Balance of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.0698,050,000. Each Note of the Notes shall be dated the date of its authentication. The Class A-1 Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum denomination initial Note Balances of $1,000 100,000 and in integral multiples of $1 in excess thereof. The Class A-2 Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $25,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver Class A-1 Notes for original issue in an aggregate initial principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. The aggregate principal amount of [_____________] with respect to the Class A-1 Notes, $[_____________] with respect to the Class A-2 Notes, $[_____________] with respect to the Class A-3 Notes, Notes and $[_____________] with respect to the Class A-4 Notes. The Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its their authentication. The Notes shall be issuable as registered Notes. The Notes shall be issuable in the minimum denomination initial Note Balances of $1,000 100,000 and in integral multiples of $1 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,0001,181,962,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amount except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Class A Notes shall be issuable as registered Class A Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. The Class B Notes shall be issuable as registered Class B Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000430,000,000, the Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000360,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000465,000,000, and the Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000279,549,000. The aggregate principal amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, Notes and the Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Notes shall be issuable as registered Notes in denominations of $1,000 and any integral multiple thereof. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit A, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver the Class A-1 1A and Class 2A Notes for original issue in an aggregate initial principal amount of $198,000,000, 266,000,000 with respect to Class A-2 1A and $280,000,000 with respect to Class 2A. Each Class of Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum denomination initial Note Principal Balances of $1,000 100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000150,000,000, Class A-2 Notes for original issue in the aggregate principal amount of $588,225,000, and Subordinate Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,00026,775,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Subordinate Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Senior Notes shall be issuable as registered Book-Entry Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. The Subordinate Notes shall be issuable as registered, certificated Notes in the minimum denomination of $250,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver Class A-1 Notes for original issue in an aggregate initial principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000275,000,000. The aggregate principal amount of Class A-1 A-I-1 Notes, Class A-2 A-I-2 Notes, Class A-3 Notes, Class A-4 A-II-1 Notes and Class B A-II-2 Notes outstanding at any time may not exceed such respective shall have initial principal amounts except as provided in Section 2.06of $55,140,000, $172,718,000, $11,543,000 and $35,599,000, respectively. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes, and the Notes shall be issuable in the minimum denomination denominations of $25,000 and integral multiples of $1,000 and in integral multiples excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes -------------------------------------- shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, _____________ and Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000____________. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-2 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall -------------------------------------- be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,0001,535,876,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amount except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Class A Notes shall be issuable as registered Class A Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. The Class B Notes shall be issuable as registered Class B Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver Class A-1 Term Notes for original issue in an aggregate initial principal amount of $198,000,000, Class A-2 332,000,000 and Variable Funding Notes for original issue in an aggregate initial principal amount of $197,500,000, 0. The Class A-3 A-1 Term Notes for original issue in and Class A-2 Term Notes shall have an aggregate initial principal amount of $232,000,000272,716,000 and $59,284,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000respectively. The Variable Funding Balance of any Class of Variable Funding Notes in the aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed the Maximum Variable Funding Balance for such respective amounts except as provided in Section 2.06Class. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes, and the Term Notes shall be issuable in the minimum denomination denominations of $250,000 and integral multiples of $1,000 in excess thereof. Each Class of the Variable Funding Notes shall be initially issued with a Variable Funding Balance of $0 or, if applicable, with a Variable Funding Balance in an amount equal to the Balance Differential for the related Loan Group and in integral multiples thereofthe Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(b). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its an Authorized OfficersOfficer, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount the following initial Outstanding Amount of Notes: (i) $198,000,000, 49,000,000 of Class A-2 A Notes for original issue in an aggregate principal amount and (ii) $10,000,000 of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000Notes. The aggregate principal amount Outstanding Amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 A Notes and Class B Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes definitive, fully registered, physical certificates on the date of issuance in the minimum denomination of $1,000 1,000,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver Class A-1 Notes for original issue in an aggregate initial principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000______________. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06$_________________. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination initial Security Balances of $1,000 [________] and in integral multiples of $______ in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes -------------------------------------- shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,0001,531,213,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amount except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Class A Notes shall be issuable as registered Class A Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. The Class B Notes shall be issuable as registered Class B Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,0001,532,453,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amount except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Class A Notes shall be issuable as registered Class A Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. The Class B Notes shall be issuable as registered Class B Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i)$77,000,000 of Class A-1 Notes, (ii) $198,000,000, 79,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $128,000,000 of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount Notes, and (iv) $91,000,000 of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof, except that one Note of each Class may be issued in a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,0001,650,794,000, Class A-2 Notes for original issue in an aggregate principal amount of which $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. The aggregate principal amount of 451,000,000 shall be denominated Class A-1 Notes, $464,000,000 shall be denominated Class A-2 Notes, $370,000,000 shall be denominated Class A-3 Notes, $237,215,000 shall be denominated Class A-4 Notes and Notes, $53,920,000 shall be denominated Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06and $74,659,000 shall be denominated Class C Notes. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination multiple denominations of $1,000 and in integral multiples thereof1,000. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $198,000,00092,000,000 of Class A-1 Notes, (ii) $74,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $134,000,000 of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount Notes, and (iv) $100,000,000 of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof, except that one Note of each Class may be issued in a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 the Notes for original issue in an aggregate principal amount of $198,000,000[__], of which $[__] shall be denominated Class A-1 Notes, $[__] shall be denominated Class A-2 Notes for original issue in an aggregate principal amount of and $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and [__] shall be denominated Class B Notes for original issue in an aggregate principal amount of $46,750,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts $[__] except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in the minimum denomination denominations of $1,000 25,000 and in integral multiples thereofadditional increments of $1,000. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall -------------------------------------- be executed on behalf of the Issuer by any of its Authorized OfficersOfficers and delivered to the Indenture Trustee for authentication as provided in this Indenture. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 (A-1) Notes for original issue in an aggregate principal amount of $198,000,000, (________) (and (ii) Class A-2 (A-2) Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000(____________)). The aggregate principal amount of (each Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B of) Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06amounts. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall -------------------------------------- be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000_______________. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amount except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Class A Notes shall be issuable as registered Class A Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. The Class B Notes shall be issuable as registered Class B Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall -------------------------------------- be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,0001,530,280,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amount except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Class A Notes shall be issuable as registered Class A Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. The Class B Notes shall be issuable as registered Class B Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver Class A-1 the Notes for original issue in an the Classes and aggregate principal amount of $198,000,000, amounts as set forth below: Class Aggregate Principal Amount Class A-1 $ 150,000,000 Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, $ 210,000,000 Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, $ 260,000,000 Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. $ 80,000,000 The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver for original issue (i) Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000450,000,000, (ii) Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, 302,000,000 and (iii) Class A-3 B Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,00048,000,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,0001,339,000,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amount except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Class A Notes shall be issuable as registered Class A Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. The Class B Notes shall be issuable as registered Class B Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 the U.S. Dollar denominated Notes for original issue in an aggregate principal amount of $198,000,0003,681,049,000, and the London Paying Agent, which is hereby appointed as authenticating agent (the “Authenticating Agent”), shall upon direction from the Issuer authenticate and deliver the Class A-2 Notes for original issue A-5B Global Note Certificates in an the aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000€400,000,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amount except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The LIBOR Notes shall be issuable as registered Notes notes in the minimum denomination denominations of $1,000 100,000 and additional increments of $1,000, and the Class A-5B Notes shall be issuable as registered notes in integral multiples thereofminimum denominations of €100,000 and additional increments of €1. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any the time of execution of such Notes Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Order written order of the Issuer, authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000525,000,000, Class A-2 Notes for original issue in an aggregate principal amount of comprising $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. The aggregate 300,000,000 principal amount of Class A-1 Notes, Notes and $225,000,000 principal amount of Class A-2 Notes, Class A-3 Notes, Class A-4 . The Trustee shall be entitled to rely upon such written order as authority to so authenticate and deliver the Notes and Class B Notes outstanding at without further inquiry of any time may not exceed such respective amounts except as provided in Section 2.06Person. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes Beneficial interests in the Notes may be purchased in minimum denomination denominations of $1,000 500,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, ____________ and Class A-2 Notes for original issue in an the aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000_________________. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-2 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereofthereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed by the Owner Trustee on behalf of the Issuer by any of its Authorized OfficersTrust. The signature of any such Authorized Officer authorized officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers authorized officers of the Issuer Owner Trustee shall bind the IssuerTrust, notwithstanding that any such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Order receipt of a Trust Order, authenticate and deliver Class A-1 Notes for original issue in an $513,000,000 aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B the Notes outstanding at any time may not exceed such respective amounts amount, except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in the book-entry form in minimum denomination denominations of $1,000 100,000 and in integral multiples of $1,000 in excess thereof. No Note may be sold, pledged or otherwise transferred to any Person except in accordance with Section 2.04 and any attempted sale, pledge or transfer in violation of such Section shall be null and void. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 A Notes for original issue in an aggregate principal amount of $198,000,000equal to the Initial Class A Principal Balance, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. The aggregate principal amount of equal to the Initial Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes B Principal Balance and Class B C Notes outstanding at any time may not exceed such respective amounts except as provided for original issue in Section 2.06an aggregate amount equal to the Initial Class C Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination initial denominations of $1,000 1,000,000 and in integral multiples of $100,000 in excess thereof; provided, however, that ----------------- one Note of each Class may be issued in a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any Authorized Officer of its Authorized Officersthe Owner Trustee. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 the Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000[ ]. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B any Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authenticationamount. The Class [ ] Notes shall be issuable as registered Notes in the minimum denomination of $1,000 [ ] and in integral multiples of $[ ] in excess thereof [, and the Class [ ] Notes shall be issuable as registered Notes in the minimum notional balance denomination of $[ ] and in integral multiples of $[ ] in excess thereof]. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Senior Notes shall be executed on behalf of by the Issuer Lease Trustee by any of its Authorized OfficersOfficers on behalf of the Lease Trust. The signature of any such Authorized Officer on the Senior Notes may be manual or facsimile. Senior Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Lease Trust shall bind the IssuerLease Trust, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes or did not hold such offices at the date of such Senior Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 Senior Notes for original issue in an aggregate principal amount of $198,000,000, 150,000,000 and the Class A-2 Senior Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000660,843,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Senior Notes and Class B A-2 Senior Notes outstanding at any time may not exceed such those respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication2.5. The Senior Notes shall be issuable as registered Senior Notes in the minimum denomination denominations of $1,000 and in integral multiples of $1,000 in excess thereof. No Senior Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Senior Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Senior Note shall be conclusive evidence, and the only evidence, that such Senior Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver Class A-1 Notes for original issue in an aggregate initial principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000[______________]. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06$[_____________]. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination initial Security Balances of $1,000 25,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any the time of execution of such Notes Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Order written order of the Issuer, authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000455,000,000, Class A-2 Notes for original issue in an aggregate principal amount of comprising $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. The aggregate 375,000,000 principal amount of Class A-1 Notes, and $80,000,000 principal amount of Class A-2 Notes, Class A-3 Notes, Class A-4 . The Trustee shall be entitled to rely upon such written order as authority to so authenticate and deliver the Notes and Class B Notes outstanding at without further inquiry of any time may not exceed such respective amounts except as provided in Section 2.06Person. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and beneficial interests in the Notes may be purchased in minimum denomination denominations of $1,000 500,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be ----------------------------------------- executed on behalf of the Issuer by any of its the Authorized OfficersOfficers of the Owner Trustee. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver Class A-1 Notes for original issue in an aggregate initial principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,0001,144,423,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06$1,144,423,000. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination initial denominations of $1,000 100,000 and in integral multiples of $1,000 in excess thereof; provided, however, that one Note may be issued in a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver for original issue (i) Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000372,000,000, (ii) Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, 218,625,000 and (iii) Class A-3 B Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,00034,375,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver Class A-1 the Notes for original issue in an the Classes and aggregate principal amount of $198,000,000, amounts as set forth below: Class Aggregate Initial Principal Amount Class A-1 $ [ ] Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, $ [ ] Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, $ [ ] Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. $ [ ] The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall initially be issuable as registered Notes in the minimum denomination denominations of $1,000 and in integral multiples thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual or electronic signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver for original issue (i) Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000141,000,000, (ii) Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000290,000,000, (iii) Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000158,000,000, (iv) Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and 143,000,000, (v) Class B Notes for original issue in an aggregate principal amount of $46,750,00048,000,000 and (vi) Class C Notes in an aggregate principal amount of $20,000,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver Class A-1 the Notes for original issue in an the Classes and aggregate principal amount of $198,000,000, amounts as set forth below: Class Aggregate Principal Amount Class A-1 $ 191,000,000 Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, $ 233,000,000 Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, $ 214,000,000 Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. $ 62,000,000 The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of the Note Policy and Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, ____________ and Class A-2 Notes for original issue in an the aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000____________. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-2 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereofthereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order order authenticate and deliver Class A-1 X- 0 Notes for original issue in an aggregate principal amount of $198,000,000, ___________ and Class A-2 Notes for original issue in an the aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000________________. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-2 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereofthereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver Class A-1 the Notes for original issue in an the Classes and aggregate principal amount of $198,000,000, amounts as set forth below: Class Aggregate Initial Principal Amount Class A-1 $ 82,000,000 Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, $ 243,000,000 Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, $ 243,000,000 Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. $ 63,580,000 The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall initially be issuable as registered Notes in the minimum denomination denominations of $1,000 and in integral multiples thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual or electronic signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall -------------------------------------- be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,0001,534,023,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amount except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Class A Notes shall be issuable as registered Class A Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. The Class B Notes shall be issuable as registered Class B Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Senior Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 525,387,000 and Subordinate Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,00019,056,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Senior Notes and Class B Subordinate Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Senior Notes shall be issuable as registered Book-Entry Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. The Subordinate Notes shall be issuable as registered Definitive Notes in the minimum denomination of $250,000 and in integral multiples of $1,000 in excess thereof except for the Company Note. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of the Note Policy and Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, 76,000,000 and Class A-2 Notes for original issue in an the aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,00047,002,000. The aggregate principal amount amounts of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-2 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereofthereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver for original issue (i) Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000[_________], (ii) Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, [_________] and (iii) Class A-3 B Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000[_________]. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver for original issue (i) Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000233,500,000, (ii) Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000275,000,000, (iii) Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000298,000,000, (iv) Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 249,500,000, and (v) Class B Notes for original issue in an aggregate principal amount of $46,750,00055,563,967. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereofof $1,000 in excess thereof or in such other denomination as shall be necessary. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of an Issuer Order authenticate and deliver Class A-1 each of the following Classes of Notes for original issue in an aggregate principal amount of as follows: CLASS OF NOTES Original Aggregate Principal Amount AS-1 $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of 137,788,000 AS-2 $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of 141,057,000 AS-3 $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. 190,433,000 MS-1 $ 22,084,000 MS-2 $ 23,463,000 BS $ 12,423,000 AN $ 55,395,000 MN $ 2,229,000 BN $ 4,457,000 The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any Authorized Officer of its Authorized Officersthe Owner Trustee or the Administrator. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Owner Trustee or the Administrator shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Order Order, authenticate and deliver Class A-1 the Notes for original issue in an aggregate principal amount the Original Note Principal Amount of (i) with respect to the Class A Notes $198,000,000259,500,000.00, (ii) with respect to the Class A-2 Notes for original issue in an aggregate principal amount of M1 Notes, $197,500,0003,358,000.00 and (iii) with respect to the Class M2 Notes, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,0003,089,000.00. The aggregate principal amount amounts of the Notes of each such Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authenticationamounts. The Notes shall will be issuable as registered Notes issued in the minimum denomination principal amount denominations of $250,000 and integral multiples of $1,000 and in integral multiples excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Issuing Entity shall bind the IssuerIssuing Entity, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Issuing Entity Request authenticate and deliver the Class A-1 A Notes for original issue in an aggregate initial principal amount of $198,000,000184,389,000. The Class A-1 Notes shall be issued in an aggregate initial Note Balance of $91,889,000, and the Class A-2 Notes for original issue shall be issued in an aggregate principal amount initial Note Balance of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.0695,500,000. Each Note of the Notes shall be dated the date of its authentication. The Class A-1 Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum denomination initial Note Balances of $1,000 100,000 and in integral multiples of $1 in excess thereof. The Class A-2 Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $25,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver for original issue (i) Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000350,000,000, (ii) Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, 220,000,000 and (iii) Class A-3 B Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,00030,000,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $198,000,00053,000,000 of Class A-1 Notes, (ii) $70,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $89,000,000 of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount and (iv) $54,000,000 of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof, except that one Note of each Class may be issued in a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i)$75,000,000 of Class A-1 Notes, (ii) $198,000,000, 100,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $125,000,000 of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount Notes, and (iv) $100,000,000 of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof, except that one Note of each Class may be issued in a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $198,000,000, 97,000,000 of Class A-1 Notes and (ii) $200,000,000 of Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-2 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination denominations of $1,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000333,000,000, the Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000222,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000450,000,000, and the Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000219,400,000. The aggregate principal amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, Notes and the Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Notes shall be issuable as registered Notes in denominations of $1,000 and any integral multiple thereof. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit A, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver Class A-1 Notes for original issue in an aggregate initial principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000[______________]. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06$[_____________]. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination initial Security Balances of $1,000 [________] and in integral multiples of $[______] in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver for original issue (i) Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000188,000,000, (ii) Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, 111,250,000 and (iii) Class A-3 B Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,00015,750,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,0001,268,599,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amount except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Class A Notes shall be issuable as registered Class A Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. The Class B Notes shall be issuable as registered Class B Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes Bonds shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes Bonds may be manual or facsimile. Notes Bonds bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Bonds or did not hold such offices at the date of such NotesBonds. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver the Class A-1 Notes A and Class B Bonds for original issue in an aggregate initial principal amount of $198,000,000, 496,250,000. The Class A-2 Notes for original issue A Bonds shall be issued in an aggregate initial principal amount of $197,500,000, 472,500,000 and the Class A-3 Notes for original issue B Bonds shall be issued in an aggregate initial principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.0623,750,000. Each Note of the Bonds shall be dated the date of its authentication. The Notes Bonds shall be issuable as registered Notes Bonds and the Bonds shall be issuable in the minimum denomination initial Bond Principal Balances of $1,000 25,000 and in integral multiples of $1 in excess thereof. No Note Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Bond a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note Bond shall be conclusive evidence, and the only evidence, that such Note Bond has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,0002,025,473,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amount except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Class A Notes shall be issuable as registered Class A Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. The Class B Notes shall be issuable as registered Class B Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Order written order of the Transferor, authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000[amount]. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amount except as provided in Section 2.062.05. The Indenture Trustee shall be entitled to rely upon such written order as authority to so authenticate and deliver the Notes without further inquiry of any Person. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall -------------------------------------- be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,0002,054,482,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amount except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Class A Notes shall be issuable as registered Class A Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. The Class B Notes shall be issuable as registered Class B Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any Authorized Officer of its Authorized Officersthe Owner Trustee or the Administrator. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Owner Trustee or the Administrator shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Order Order, authenticate and deliver Class A-1 the Notes for original issue in an aggregate principal amount the Original Note Principal Amount of (i) with respect to the Class A Notes, $198,000,000417,199,000, (ii) with respect to the Class A-2 Notes for original issue in an aggregate principal amount of M1 Notes, $197,500,0004,554,000 and (iii) with respect to the Class M2 Notes, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,0007,156,000. The aggregate principal amount amounts of the Notes of each such Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authenticationamounts. The Notes shall will be issuable as registered Notes issued in the minimum denomination principal amount denominations of $250,000 and integral multiples of $1,000 and in integral multiples excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of the Note Policy and an Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $198,000,000______ of Class A-1 Notes, (ii) $______ of Class A-2 Notes for original issue in an aggregate principal amount and (iii) $______ of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-3 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $198,000,00052,000,000 of Class A-1 Notes, (ii) $100,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $105,000,000 of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount and (iv) $72,000,000 of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof, except that one Note of each Class may be issued in a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $198,000,000, ____________ and Class A-2 Notes for original issue in an the aggregate principal amount of $197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $163,000,000 and Class B Notes for original issue in an aggregate principal amount of $46,750,000_________________. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-2 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 [1,000] and in integral multiples thereofthereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.