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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________. 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 initial Security 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, 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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________. 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 initial Security 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, 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 Issuer Request authenticate and deliver such Notes for original issue as provided in an aggregate initial principal amount of $___________. Each Note shall be dated this Indenture or the date of its authentication. The Notes shall be issuable as registered Notes related Indenture Supplement and the Notes shall be issuable in the minimum initial Security Balances of $100,000 and in integral multiples of $1,000 in excess 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, 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 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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________. Each Note Class of Notes shall be dated the date of its authentication. The Book-Entry Notes shall be issuable as registered Notes in book-entry format and the Notes shall be issuable in the minimum initial Security Note Balances of $100,000 25,000 and in integral multiples of $1,000 1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $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, 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 Note Issuer by any of its Authorized Responsible Officers. The signature of any such Authorized Responsible Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Responsible Officers of the Note Issuer shall bind the Note 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 At any time and from time to time after the execution and delivery of this Indenture, the Note Issuer may deliver Notes executed by the Note Issuer to the Indenture Trustee pursuant to an Issuer Order for authentication; and the Indenture Trustee shall upon Issuer Request authenticate and deliver such Notes for original issue as in an aggregate initial principal amount of $___________. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes this Indenture provided and the Notes shall be issuable in the minimum initial Security Balances of $100,000 and in integral multiples of $1,000 in excess thereofnot otherwise. 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 therein 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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________. 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 initial Security 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, 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 Note 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 Note Issuer shall bind the Note 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 At any time and from time to time after the execution and delivery of this Note Indenture, the Note Issuer may deliver Notes executed by the Note Issuer to the Note Trustee pursuant to an Issuer Order for authentication; and the Note Trustee shall upon Issuer Request authenticate and deliver such Notes for original issue as in an aggregate initial principal amount of $___________. Each this Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes Indenture provided and the Notes shall be issuable in the minimum initial Security Balances of $100,000 and in integral multiples of $1,000 in excess thereofnot otherwise. No Note shall be entitled to any benefit under this Note 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 Note 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 Note 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 Note Issuer shall bind the Note 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 At any time and from time to time after the execution and delivery of this Indenture, the Note Issuer may deliver Notes executed by the Note Issuer to the Note Trustee pursuant to an Issuer Order for authentication; and the Note Trustee shall upon Issuer Request authenticate and deliver such Notes for original issue as in an aggregate initial principal amount of $___________this Indenture provided and not otherwise. 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 initial Security 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, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Note 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 at any time Authorized Officers was authorized to sign on behalf of the Issuer at the time when such signature was affixed 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 such Notes. The Indenture Trustee 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 Authentication Agent for authentication and delivery, and the Authentication Agent shall upon Issuer Request authenticate and deliver such Notes for original issue as provided in an aggregate initial principal amount of $___________. Each Note shall be dated this Indenture (with the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable designation provided in the minimum initial Security Balances of $100,000 related Indenture Supplement) and in integral multiples of $1,000 in excess 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, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Indenture Trustee Authentication Agent by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate upon of authentication on any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderunder this Indenture.

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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________. 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 initial Security 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, 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 Note 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 Note Issuer shall bind the Note 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 At any time and from time to time after the execution and delivery of this Note Indenture, the Note Issuer may deliver Notes executed by the Note Issuer to the Note Trustee pursuant to an Issuer Order for authentication; and the Note Trustee shall upon Issuer Request authenticate and deliver such Notes for original issue as provided in an aggregate initial principal amount of $___________. Each this Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes Indenture and the Notes shall be issuable in the minimum initial Security Balances of $100,000 and in integral multiples of $1,000 in excess thereofnot otherwise. No Note shall be entitled to any benefit under this Note 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 Note 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 Responsible Officers. The signature of any such Authorized Responsible Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Responsible 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 Request Order authenticate and deliver the Notes for original issue in an aggregate initial principal amount of $___________equal to the Initial Note Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as issued in fully registered Notes and the Notes shall be issuable form in the minimum initial Security Balances of $100,000 denominations equal to the applicable Minimum Denomination and in integral multiples of $1,000 in excess thereof; provided that one Note may be issued in a smaller multiple in excess of the minimum denomination. 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 Each Note shall be executed by manual or facsimile signature on behalf of the Issuer by any of its Authorized Officers. The signature of any such an Authorized Officer on of the Notes may be manual or facsimileIssuer. 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 such Notes. The Indenture At any time and from time to time after the execution and delivery of this Agreement, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication and delivery, and the Trustee shall upon Issuer Request authenticate and deliver such Notes for original issue as provided in an aggregate initial principal amount of $___________. Each Note shall be dated this Agreement or the date of its authentication. The Notes shall be issuable as registered Notes related Series Supplement and the Notes shall be issuable in the minimum initial Security Balances of $100,000 and in integral multiples of $1,000 in excess thereofnot otherwise. No Note shall be entitled to any benefit under this Indenture Agreement or the applicable Series Supplement 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 or in the related Series 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 Officers. The signature of any such Authorized Officer on the Notes may be manual original or facsimile. Notes bearing the manual original 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 At any time and from time to time after the execution and delivery of this Indenture and the related Series Supplement, and upon satisfaction of all the conditions set forth in the related Series Supplement, the Indenture Trustee shall shall, upon receipt of an Issuer Request authenticate Order and an Officer's Certificate prepared and delivered by the Seller that all conditions precedent for such issuance have been satisfied, deliver Notes for original issue in an aggregate initial principal amount of $___________. Each Note shall be dated the date related Series (including Notes of its authentication. any Class or Tranche within such Series.) The Notes shall be issuable as registered Notes and the Notes of a Series shall be issuable in the minimum initial Security Balances of $100,000 and denominations specified in integral multiples of $1,000 in excess thereofthe related Series Supplement. No Note shall be entitled to any benefit under this Indenture or any Series Supplement or be valid or obligatory for any purpose, unless there appears on attached to 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 attached to 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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________. Each Note Class of Notes shall be dated the date of its authentication. The Book-Entry Notes shall be issuable as registered Notes in book-entry format and the Notes shall be issuable in the minimum initial Security Note Balances of $100,000 25,000 and in integral multiples of $1,000 1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $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, 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 the Indenture, Issuer may deliver Notes executed by Issuer to Indenture Trustee for authentication and delivery, and Indenture Trustee shall upon authenticate at the written direction of Issuer Request authenticate and deliver such Notes for original issue in an aggregate initial principal amount of $___________. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable provided in the minimum initial Security Balances of $100,000 Indenture or the related Indenture Supplement and in integral multiples of $1,000 in excess thereofnot otherwise. No Note shall be entitled to any benefit under this the Indenture or the applicable Indenture Supplement 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 or in the related Indenture Supplement executed by the or on behalf of 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 Each Note shall be executed by manual or facsimile signature on behalf of the Issuer by any of its Authorized Officers. The signature of any such an Authorized Officer on of the Notes may be manual or facsimileIssuer. 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 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 Issuer Request authenticate and deliver such Notes for original issue as provided in an aggregate initial principal amount of $___________. Each Note shall be dated this Indenture or the date of its authentication. The Notes shall be issuable as registered Notes related Indenture Supplement and the Notes shall be issuable in the minimum initial Security Balances of $100,000 and in integral multiples of $1,000 in excess 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, 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 Responsible Officers. The signature of any such Authorized Responsible Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Responsible 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 Request Order authenticate and deliver the Notes for original issue in an aggregate initial principal amount of $___________equal to the Initial Note Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as issued in fully registered Notes and the Notes shall be issuable form in the minimum initial Security Balances of $100,000 denominations equal to the applicable Minimum Denomination and in integral multiples of $1,000 in excess thereof. ; provided that one Note may be issued in a smaller multiple in excess of the minimum denomination 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 Request Order authenticate and deliver Class A-1 Notes for original issue in an aggregate initial principal amount of $_____________ and Class A-2 Notes for original issue in an aggregate principal amount of $____________. The aggregate principal amount of Class A-1 Notes and Class A-2 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.05. 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 initial Security Balances denomination of $100,000 1,000 and in integral multiples of $1,000 1 in excess 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 A Note bearing the manual or facsimile signature of individuals an individual who were was at any time an Authorized Officers Officer of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes Note or did not hold such offices office at the date of such NotesNote. The Indenture Trustee shall upon receipt of an Issuer Request Order authenticate and deliver the Notes for original issue in an aggregate initial principal amount of $___________equal to the Initial Principal Balance. 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 initial Security Balances denominations of $100,000 500,000 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, 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 Request authenticate and deliver such Notes for original issue as provided in an aggregate initial principal amount of $___________. Each Note shall be dated this Indenture or the date of its authentication. The Notes shall be issuable as registered Notes related Indenture Supplement and the Notes shall be issuable in the minimum initial Security Balances of $100,000 and in integral multiples of $1,000 in excess 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, 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 Responsible Officers. The signature of any such Authorized Responsible Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Responsible 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 Request Order authenticate and deliver the Notes for original issue in an aggregate initial principal amount of $___________up to the Commitment Amount. Each Note shall be dated the date of its authentication. The Notes shall be issuable as issued in fully registered Notes and the Notes shall be issuable form in the minimum initial Security Balances of $100,000 denominations equal to the applicable Minimum Denomination and in integral multiples of $1,000 in excess thereof; provided 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, 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 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 the Indenture Trustee shall upon Issuer Request authenticate and deliver such Notes for original issue as provided in an aggregate initial principal amount of $___________this Indenture and not otherwise. Each Note shall be dated as of the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable specified in the minimum initial Security Balances of $100,000 and in integral multiples of $1,000 in excess thereofrelated Terms Supplement. 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 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 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 Issuer Request authenticate and deliver such Notes for original issue as provided in an aggregate initial principal amount of $___________. Each Note shall be dated this Indenture or the date of its authentication. The Notes shall be issuable as registered Notes related Indenture Supplement and the Notes shall be issuable in the minimum initial Security Balances of $100,000 and in integral multiples of $1,000 in excess 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, 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 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 an Issuer Request Order authenticate and deliver the Notes for original issue in an aggregate initial principal amount of up to $___________125,000,000. Each Note shall be dated The Outstanding Amount of Notes at any time may not exceed the date aggregate of its authenticationsuch amounts except as provided in Section 2.5. The Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum initial Security Balances denomination of $100,000 and in integral multiples of $1,000 greater whole-dollar denominations 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 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 the time of signature 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 Request Issuing Entity Order authenticate and deliver A-1 Notes, A-2 Notes, A-3 Notes and A-4 Notes for original issue in an aggregate initial principal amount of $___________227,000,000, $376,000,000, $376,000,000 and $71,960,000 respectively. The Outstanding Amount of A-1 Notes, A-2 Notes, A-3 Notes and A-4 Notes at any time may not exceed such respective amounts except as provided in Section 2.5. 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 initial Security Balances of $100,000 and in integral multiples denomination of $1,000 and in greater whole-dollar denominations in excess 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 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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________91,861,000 with respect to the Class A-1 Notes, $29,743,000 with respect to the Class A-2 Notes, $43,353,000 with respect to the Class A-3 Notes and $72,434,000 with respect to the Class A-4 Notes. Each Note The Notes shall be dated the date of its their authentication. The Notes shall be issuable as registered Notes and the Notes. The Notes shall be issuable in the minimum initial Security Note Balances of $100,000 and in integral multiples of $1,000 1 in excess 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 the time of execution of the 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 the Notes or did not hold such offices at the date of such the Notes. The Indenture Trustee shall shall, upon Issuer Request written order of the Issuer, authenticate and deliver Notes for original issue in an aggregate initial a principal amount of $___________175,000,000. The 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 and beneficial interests in the Notes shall may be issuable purchased in the minimum initial Security Balances denominations 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, 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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $(______________). The aggregate principal amount of Notes outstanding at any time may not exceed $(_____________). 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 initial Security 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, 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 Request authenticate and deliver each Class of Notes for original issue in an aggregate initial principal amount equal to the Initial Note Principal Balance for such Class of $___________Notes. 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 initial Security Note Principal Balances of $100,000 25,000 and in integral multiples of $1,000 1 in excess 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 Any Series or Class of 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 Request Order, authenticate and deliver each Class of Notes for original issue in issued pursuant to an Indenture Supplement. The aggregate initial principal amount of $___________each Class of Notes outstanding at any time may not exceed such respective amounts of such Classes specified in the related Indenture Supplement except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Except as otherwise specified in the related Indenture Supplement, the Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum initial Security Balances denomination of $100,000 1,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Master Indenture or its Indenture Supplement 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 in that Indenture Supplement 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 Trust by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual original or facsimile. Notes bearing the manual original or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Trust shall bind the IssuerTrust, 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 Trustee, upon receipt of a written Delivery Order from the Trust, shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________. The Notes outstanding at any time may not exceed such amounts except as provided in Section 2.6. 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 initial Security Balances denomination of $100,000 1000 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, unless there appears on attached to 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 attached to any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Subject to Section 2.11, the Notes shall be Book-Entry Notes.

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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________130,000,000.00. Each Note The Notes that are authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer on the Closing Date shall be dated March 25, 1998. All other Notes 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 initial Security Note Principal Balances of $100,000 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, 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 Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $______________. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Note shall be dated the date of its authentication. The Class A Notes shall be issuable as registered Notes notes in minimum denominations of $_______ and the additional increments of $______. The Class B Notes shall be issuable as registered notes in the minimum initial Security Balances denominations of $100,000 _______ and in integral multiples additional increments 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, 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 Request authenticate and deliver such Notes for original issue as provided in an aggregate initial principal amount of $___________this Indenture or the related Indenture Supplement and not otherwise. Each Note shall be dated the its date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum initial Security 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 the applicable Indenture Supplement 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 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 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, Issuer may deliver Notes executed by Issuer to Indenture Trustee for authentication and delivery, and Indenture Trustee shall upon authenticate at the written direction of Issuer Request authenticate and deliver such Notes for original issue as provided in an aggregate initial principal amount of $___________this Indenture or the related Indenture Supplement and not otherwise. 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 initial Security 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 the applicable Indenture Supplement 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 or in the related Indenture Supplement executed by the or on behalf of 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 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 Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________280,000,000, with respect to the Class A-1 Notes , $625,000,000, with respect to the Class A-2 Notes, and $30,000,000 with respect to the Class M Notes, except as provided in Section 2.05. 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 initial Security Balances denomination of $100,000 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, 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 Issuer Request Order, authenticate and deliver Notes the Notes, each for original issue in an aggregate initial principal amount of $___________set forth in such Issuer Order. Each Note shall be dated the date of its authenticationThe Notes, outstanding at any time may not exceed such amounts except as provided in Section 12.7. The Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum initial Security Balances denomination of $100,000 1,000,000 and in integral multiples thereof (except for one Note which may be issued in a denomination other than an integral multiple of $1,000 in excess thereof1,000,000). 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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________1,000,000,000. 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 initial Security Balances denominations of $100,000 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, 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 Request Order authenticate and deliver the denominated Notes for original issue in an aggregate initial principal amount of $___________3,051,376,000. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable notes in the minimum initial Security Balances denominations of $100,000 and in integral multiples additional increments of $1,000 in excess thereof1,000. 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 Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________1,800,000,000. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5. 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 and the Notes shall be issuable notes in the minimum initial Security Balances denominations of $100,000 and in integral multiples additional increments of $1,000 except that one of them may be issued in excess 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, 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 A Note bearing the manual or facsimile signature of individuals an individual who were was at any time an Authorized Officers Officer of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes Note or did not hold such offices office at the date of such NotesNote. The Indenture Trustee shall upon receipt of an Issuer Request Order authenticate and deliver the Notes for original issue in an aggregate initial principal amount of $___________equal to the Initial Principal Balance. 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 initial Security Balances denominations 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, 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 original or facsimile. Notes bearing the manual original 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 Trustee, upon receipt of a written Issuer Order, shall upon Issuer Request authenticate and deliver Class A Notes for original issue in an aggregate initial principal amount of $___________80,000,000. The Class A Notes outstanding at any time may not exceed such amounts except as provided in Section 2.6. 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 initial Security Balances denomination of $100,000 1000 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, unless there appears on attached to 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 attached to any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.duly

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 Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. 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 initial Security Balances denomination of $100,000 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, 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 Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $[___________]. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable notes in the minimum initial Security Balances denominations of $100,000 and in integral multiples additional increments of $1,000 except that one of them may be issued in excess thereofa different denomination as directed by the Administrator. 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 Administrator shall upon receipt of an Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________1,026,250,000. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable notes in the minimum initial Security Balances denominations of $100,000 and in integral multiples additional increments of $1,000 in excess thereof1,000. 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 Administrator 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 Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________1,988,500,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. 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 initial Security Balances denomination of $100,000 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, 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 Debtor 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 Debtor shall bind the IssuerDebtor, 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 Collateral Agent shall, upon Issuer Request receipt of the Debtor Order, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________. Each Note shall be dated the date of its authentication500,000,000. The Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum initial Security Balances denomination of $100,000 1,000,000 and in integral multiples thereof (except for one Note which may be issued in a denomination other than an integral multiple of $1,000 in excess thereof1,000,000). No Note shall be entitled to any benefit under this Indenture Security Agreement 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 Collateral Agent 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 Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________993,500,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. 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 initial Security Balances denomination of $100,000 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, 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 Authorized Officers. The signature of any such an Authorized Officer on of the Notes may be manual or facsimileIssuer. 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 Issuer Request authenticate and deliver such Notes for original issue as provided in an aggregate initial principal amount of $___________. Each Note shall be dated this Indenture or the date of its authentication. The Notes shall be issuable as registered Notes related Indenture Supplement and the Notes shall be issuable in the minimum initial Security Balances of $100,000 and in integral multiples of $1,000 in excess 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, 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 Officers. The signature of any such Authorized Officer on the Notes may be manual original or facsimile. Notes bearing the manual original 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 Trustee, upon receipt of a written Issuer Order, shall upon Issuer Request authenticate and deliver Class A Notes for original issue in an aggregate initial principal amount of $___________100,000,000. The Class A Notes outstanding at any time may not exceed such amounts except as provided in Section 2.6. 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 initial Security Balances denomination of $100,000 1000 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, unless there appears on attached to 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 attached to any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Subject to Section 2.11, the Notes shall be Book-Entry Notes.

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 Request written order of the Transferor, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________330,655,783. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.05. 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 and the Notes shall be issuable in the minimum initial Security Balances denomination of $100,000 1,000 and in integral multiples thereof provided, however, that a single Note of any Class may be issued in a denomination of less than $1,000 in excess thereof1,000. 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 Trust by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual original or facsimile. Notes bearing the manual original or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Trust shall bind the IssuerTrust, 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 Trustee, upon receipt of a written Issuer Order, shall upon Issuer Request authenticate and deliver the Notes for original issue in an aggregate initial principal amount of $___________669,000,000. The Notes outstanding at any time may not exceed such amounts except as provided in Section 2.4. 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 initial Security Balances denomination of $100,000 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, unless there appears on attached to 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 attached to any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Subject to Section 2.11, the Notes shall be Book-Entry Notes.

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 Request satisfaction of the conditions set forth in Section 2.15 authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________126,060,667. The Note Balance at any time may not exceed such amount. 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 initial Security Balances denomination of $100,000 250,000 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, 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 Request authenticate and deliver each Class of Notes for original issue in an aggregate initial principal amount equal to the Initial Note Principal Balance for such Class of $___________Notes. 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 initial Security Note Principal Balances of $100,000 and in integral multiples of $1,000 1 in excess 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 Request Order authenticate and deliver the Notes for original issue in an aggregate initial principal amount of $___________2,014,649,000. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable notes in the minimum initial Security Balances denominations of $100,000 and in integral multiples additional increments of $1,000 in excess thereof1,000. 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 receipt of the Note Policy and Issuer Request Order authenticate and deliver Class A-1 Notes for original issue in an aggregate initial principal amount of $___________160,000,000 and Class A-2 Notes for original issue in the aggregate principal amount of $60,500,000. Class A-1 Notes and Class A-2 Notes outstanding at any time may not exceed such amounts except as provided in Section 2.5. 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 initial Security Balances denomination of $100,000 1,000 and in integral multiples thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000 in excess thereof1,000). 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 Request written order of the Transferor, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________[amount]. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.05. 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 initial Security Balances denomination of $100,000 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, 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 Request Order authenticate and deliver the Notes for original issue in an aggregate initial principal amount of $___________$ 1,550,084,000. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable notes in the minimum initial Security Balances denominations of $100,000 and in integral multiples additional increments of $1,000 in excess thereof1,000. 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 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 Request written order of the Issuer, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________525,000,000, comprising $300,000,000 principal amount of Class A-1 Notes and $225,000,000 principal amount of Class A-2 Notes. The 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 and Beneficial interests in the Notes shall may be issuable purchased in the minimum initial Security Balances denominations of $100,000 500,000 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, 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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________466,352,000. The Class A, Class M-1, Class M-2 and Class B Notes shall have initial principal amounts of $440,703,000, $16,322,000, $4,664,000 and $4,663,000, respectively. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes Notes, and the Notes shall be issuable in the minimum initial Security Balances denominations of $100,000 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, 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 an Issuer Request Order authenticate and deliver Class A Notes for original issue in an aggregate initial principal amount of $___________100,000,000. The Note Balance at any time may not exceed such amount except as provided in Section 2.5. 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 initial Security Balances denomination of $100,000 250,000 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, 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 its receipt of an Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________121,500,000. 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 initial Security Balances 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, 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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________753,650,000. 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 initial Security Balances of $100,000 1,000 and in integral multiples of $1,000 1 in excess thereof, except for one Note, evidencing the sum of an authorized denomination thereof and the remainder of the aggregate Security Balance of the Notes. 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 Request Order authenticate and deliver the denominated Notes for original issue in an aggregate initial principal amount of $___________4,030,000,000. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable notes in the minimum initial Security Balances denominations of $100,000 and in integral multiples additional increments of $1,000 in excess thereof1,000. 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 its receipt of an Issuer Request Order authenticate and deliver Class A-1 Notes for original issue in an aggregate initial principal amount of $___________36,524,000 and Class A-2 Notes for original issue in an aggregate principal amount of $1,605,000. 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 initial Security Balances 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, 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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________483,155,000. 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 initial Security Balances of $100,000 1,000 and in integral multiples of $1,000 1 in excess thereof, except for one Note, evidencing the sum of an authorized denomination thereof and the remainder of the aggregate Security Balance of the Notes. 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 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 Request written order of the Issuer, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________450,000,000, comprising $326,300,000 principal amount of Class A Notes, $73,400,000 principal amount of the Class B Notes and $50,300,000 principal amount of Class C Notes. The 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 and beneficial interests in the Notes shall may be issuable purchased in the minimum initial Security Balances denominations of $100,000 500,000 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, 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 Request Order authenticate and deliver the Notes for original issue in an aggregate initial principal amount of $___________982,210,000. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable notes in the minimum initial Security Balances denominations of $100,000 and in integral multiples additional increments of $1,000 in excess thereof1,000. 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 Debtor 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 Debtor shall bind the IssuerDebtor, 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 Collateral Agent shall, upon Issuer Request receipt of the Debtor Order, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________. Each Note shall be dated the date of its authentication750,000,000. The Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum initial Security Balances denomination of $100,000 1,000,000 and in integral multiples thereof (except for one Note which may be issued in a denomination other than an integral multiple of $1,000 in excess thereof1,000,000). No Note shall be entitled to any benefit under this Indenture Security Agreement 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 Collateral Agent 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 the 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 the Notes or did not hold such offices at the date of such the Notes. The Indenture Trustee shall shall, upon Issuer Request written order of the Issuer, authenticate and deliver Notes for original issue in an aggregate initial a principal amount of $___________225,000,000. The 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 and beneficial interests in the Notes shall may be issuable purchased in the minimum initial Security Balances denominations 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, 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 Request Order authenticate and deliver the denominated Notes for original issue in an aggregate initial principal amount of $___________[ ]. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable notes in the minimum initial Security Balances denominations of $100,000 and in integral multiples additional increments of $1,000 in excess thereof1,000. 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 its receipt of an Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________74,145,000. 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 initial Security Balances 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, 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 Request receipt of a Trust Order, authenticate and deliver Notes for original issue in an $513,000,000 aggregate initial principal amount of $___________Notes. The aggregate principal amount of the Notes outstanding at any time may not exceed such respective amount, except as provided in Section 2.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable notes in the book-entry form in minimum initial Security Balances denominations of $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, 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 Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $[___________]. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5. 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 and the Notes shall be issuable notes in the minimum initial Security Balances denominations of $100,000 10,000 and in integral multiples additional increments of $1,000 except that one of them may be issued in excess 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, 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 original or facsimile. Notes bearing the manual original 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 Request authenticate and deliver Notes for original issue in an aggregate initial the principal amount of $___________317,044,000. The Notes outstanding at any time may not exceed such amount. 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 initial Security Balances denomination of $100,000 25,000 and in integral multiples of $1,000 1 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on attached to 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 attached to any Note Notes shall be conclusive evidence, and the only evidence, that such Note has Notes have been duly authenticated and delivered hereunder. Subject to Section 2.11, the Notes shall be Book Entry Notes.

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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________335,668,538. 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 initial Security Balances of $100,000 1,000 and in integral multiples of $1,000 in excess thereof, except for one Note, evidencing the sum of an authorized denomination thereof and the remainder of the aggregate Security Balance of the Notes. 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 Company by any of its the 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 IssuerCompany, 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 Request receipt of a written order of the Company, signed by an Authorized Officer, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________80,000,000. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5. 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 initial Security Balances 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, unless there appears on such Note a certificate Certificate of authentication 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 Certificate 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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $______________. The aggregate principal amount of Notes outstanding at any time may not exceed $_________________. 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 initial Security 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, 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 Request Order authenticate and deliver the denominated Notes for original issue in an aggregate initial principal amount of $___________2,604,116,000. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable notes in the minimum initial Security Balances denominations of $100,000 and in integral multiples additional increments of $1,000 in excess thereof1,000. 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 by an authorized representative of the Issuer by any of its Authorized OfficersIssuer. The signature of any such Authorized Officer authorized representative on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers authorized representatives 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 Policy and] the Issuer Request Order, authenticate and deliver the Notes for original issue in an aggregate initial principal amount of $_______________. Each Note shall be dated the date of its authenticationThe Notes outstanding at any time may not exceed such amounts except as provided in Section 2.5. The Notes shall be issuable as registered Notes in minimum denominations of one hundred thousand dollars ($100,000) and the Notes shall be issuable in the minimum initial Security Balances of $100,000 and in integral multiples of one thousand dollars ($1,000 1,000) in excess 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 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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________211,000,000. The Class A-I Notes and Class A-II Notes shall have initial principal amounts of $190,000,000 and $21,000,000, respectively. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes Notes, and the Notes shall be issuable in the minimum initial Security Balances denominations of $100,000 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, 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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________. 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 initial Security 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, 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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________950,000,000. The Class A Notes shall have an initial principal amount of $950,000,000. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes Notes, and the Notes shall be issuable in the minimum initial Security Balances denominations of $100,000 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, 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 Request Order, authenticate and deliver the Notes for original issue in an the Original Note Principal Amount of (i) with respect to the Notes, $1,331,838,000, and (ii) with respect to the Class Ac Notes, $500,000,000. The aggregate initial principal amount amounts of $___________. Each Note shall be dated the date Notes of its authenticationeach such Class Outstanding at any time may not exceed such amounts. The Notes shall will be issuable as registered Notes and the Notes shall be issuable issued in the minimum initial Security Balances principal amount denominations of $100,000 250,000 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, 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 Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________2,474,750,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. 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 initial Security Balances denomination of $100,000 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, 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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________. 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 initial Security Balances denominations of $100,000 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, 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. The signature of any such Authorized Officer authorized officer of the Owner Trustee 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 Administrator shall upon receipt of an Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________3,054,755,000. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable notes in the minimum initial Security Balances denominations of $100,000 and in integral multiples additional increments of $1,000 in excess thereof1,000. 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 Administrator 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 Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________1,221,700,000. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable notes in the minimum initial Security Balances denominations of $100,000 and in integral multiples additional increments of $1,000 except that one of them may be issued in excess thereofa different denomination as directed by the Administrator. 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 original or facsimile. Notes bearing the manual original 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 Request authenticate and deliver Class A-2 Notes for original issue in an the aggregate initial principal amount of $___________108,598,000. The Class A-2 Notes outstanding at any time may not exceed such amounts except as provided in Section 2.6. 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 initial Security Balances denomination of $100,000 1,000 and in integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture Pooling Agreement or be valid or obligatory for any purpose, unless there appears on attached to 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 attached to any Note Notes shall be conclusive evidence, and the only evidence, that such Note has Notes have been duly authenticated and delivered hereunder. Subject to Section 3.10 of the Trust Agreement, the Notes shall be Book Entry Notes.

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 its receipt of an Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________79,239,000.00. 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 initial Security Balances 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, 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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $(________). The aggregate principal amount of Notes outstanding at any time may not exceed $(_______) except as provided in Section 4.03 hereof. 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 initial Security 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, 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 Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of up to $___________200,000,000. The aggregate principal amount of Notes outstanding at any time may not exceed that amount. Each Note shall be dated the date of its authentication. The Notes shall be issuable issued in minimum initial denominations and in such integral multiples as registered Notes are necessary to comply with the terms of this Agreement and the Notes shall be issuable in the minimum initial Security Balances of $100,000 and in integral multiples of $1,000 in excess thereofRelated Documents. 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 Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_____________. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable notes in the minimum initial Security Balances denominations of $100,000 and in integral multiples additional increments of $1,000 in excess thereof1,000. 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 receipt of an Issuer Request Order, authenticate and deliver Notes for original issue (i) Class A-1 Notes in an aggregate initial principal amount of $[___________. ], (ii) Class 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 initial Security Balances denomination of $100,000 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, 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 Request authenticate and deliver the Class A Notes for original issue in an aggregate initial principal amount Class A Note Principal Balance of $___________90,000,000. Each Note 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 initial Security Balances Class A Note Principal Balance of the Class A Notes of $100,000 25,000 and in integral multiples of $1,000 1 in excess 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 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 Request authenticate and deliver Notes for original issue in an aggregate initial principal amount $1,144,423,000. The aggregate principal amount of Notes outstanding at any time may not exceed $___________1,144,423,000. 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 initial Security Balances denominations of $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, 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 Trust 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 Trust 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 Trust may deliver Notes executed by the Trust to the Indenture Trustee for authentication and delivery, and the Indenture Trustee shall upon Issuer Request authenticate and deliver such Notes for original issue as provided in an aggregate initial principal amount of $___________. Each Note shall be dated this Indenture or the date of its authentication. The Notes shall be issuable as registered Notes related Indenture Supplement and the Notes shall be issuable in the minimum initial Security Balances of $100,000 and in integral multiples of $1,000 in excess 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, 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 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 Request written order of the Transferor, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________[amount]. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.05. 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 and the Notes shall be issuable in the minimum initial Security Balances denomination of $100,000 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, 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 an Authorized Officer 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 Request Order, authenticate and deliver Notes for original issue $75,000,000 initial Outstanding Amount of Notes. The Outstanding Amount of Notes outstanding at any time may not exceed such amount, except as otherwise provided in an aggregate initial principal amount of $___________Section 2.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable notes in the minimum initial Security Balances denomination of $100,000 250,000 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, 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.