Common use of Execution, Authentication and Delivery Clause in Contracts

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

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver Class A-1 Term Notes for original issue in an aggregate initial principal amount of $[_____], Class A-2a _________] [and Variable Funding Notes for original issue in an aggregate initial principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[________], Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of Section 2.064.01 hereof]. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum denominations initial Security Balances of $1,000 [________] and in integral multiples of $1,000 [______] in excess thereof (except for one thereof. [Each Variable Funding Note of each class which may shall be initially issued in with a denomination other than an integral multiple Security Balance of $1,000[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c). .] 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 the Note Policy and an Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $[_____]_____ of Class A-1 Notes, Class A-2a Notes for original issue in an aggregate principal amount of (ii) $[_____]_____ of Class A-2 Notes, Class A-2b Notes for original issue in an aggregate principal amount of (iii) $[_____], _____ of Class A-3 Notes for original issue in an aggregate principal amount of and (iv) $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and _ of Class B Notes for original issue in an aggregate principal amount of $[_____]A-4 Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 __________ and in integral multiples of $1,000 __________ in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 A‑1 Notes for original issue in an aggregate principal amount of $[_____]310,000,000, the Class A-2a A‑2a Notes for original issue in an aggregate principal amount of $[_____]312,300,000, the Class A-2b Notes for original issue in an aggregate principal amount of $[_____]312,300,000, the Class A-3 Notes for original issue in an aggregate principal amount of $[_____]554,400,000, the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] 71,000,000 and the Class B Notes for original issue in an aggregate principal amount of $[_____]40,000,000. The aggregate principal amount of the Class A-1 A‑1 Notes, the Class A-2a Notes, the Class A-2b A‑2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Class A Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one thereof. Each Note shall be dated the date of each class which may be issued in a denomination other than an integral multiple of $1,000)its authentication. 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 included in Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 A‑1 Notes for original issue in an aggregate principal amount of $[_____]345,000,000, the Class A-2a A‑2a Notes for original issue in an aggregate principal amount of $[_____]157,500,000, the Class A-2b Notes for original issue in an aggregate principal amount of $[_____]472,500,000, the Class A-3 Notes for original issue in an aggregate principal amount of $[_____]630,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] 101,250,000 and the Class B Notes for original issue in an aggregate principal amount of $[_____]43,750,000. The aggregate principal amount of the Class A-1 A‑1 Notes, the Class A-2a Notes, the Class A-2b A‑2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Class A Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one thereof. Each Note shall be dated the date of each class which may be issued in a denomination other than an integral multiple of $1,000)its authentication. 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 included in Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 A‑1 Notes for original issue in an aggregate principal amount of $[_____], the Class A-2a A‑2[a] Notes for original issue in an aggregate principal amount of $[_____], [the Class A-2b Notes for original issue in an aggregate principal amount of $[_____], ,] the Class A-3 Notes for original issue in an aggregate principal amount of $[_____], the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and the Class B Notes for original issue in an aggregate principal amount of $[_____]. The aggregate principal amount of the Class A-1 A‑1 Notes, the Class A-2a A‑2[a] Notes, [the Class A-2b Notes, ,] the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one thereof. Each Note shall be dated the date of each class which may be issued in a denomination other than an integral multiple of $1,000)its authentication. 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 included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[_____]257,000,000, Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____]421,100,000, Class A-3 Notes for original issue in an aggregate principal amount of $[_____]421,100,000, Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and 125,090,000, Class B Notes for original issue in an aggregate principal amount of $[_____]23,780,000, and Class C Notes for original issue in an aggregate principal amount $39,620,000. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class B C Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, 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 Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[_____[ ], and Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____[ ], Class A-3 Notes for original issue in an aggregate principal Principle amount of $[_____[ ], Class A-4 Notes for original issue in an aggregate principal princpal amount of $[_____] and [ ], Class B A-5 Notes for original oringinal issue in an aggregate principal amount of $[_____[ ], Class A-6 Notes for original issue in an aggrgate principal amount of $[ ], Class A-7 Notes for original issue in an aggregate amount of $[ ], Class A-8 Notes for original issue in an aggregate amount of $[ ], Class A-9 Notes for original issue in an aggregate amount of $[ ], Class A-10 Notes for original issue in an aggregate amount of $[ ]. The aggregate Aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes and Notes, Class B A-5 Notes, Class A-6 Notes, Class A-7 Notes, Class A-8 Notes, Class A-9 Notes, Class A-10 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 1.00 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)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 signatoriesofficers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

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

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 Notes for original issue in an aggregate principal amount of $[_____]355,000,000, the Class A-2a Notes for original issue in an aggregate principal amount of $[_____]120,000,000, the Class A-2b Notes for original issue in an aggregate principal amount of $[_____]280,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $[_____]360,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] 103,750,000 and the Class B Notes for original issue in an aggregate principal amount of $[_____]31,250,000. The aggregate principal amount of the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one thereof. Each Note shall be dated the date of each class which may be issued in a denomination other than an integral multiple of $1,000)its authentication. 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 included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 A‑1 Notes for original issue in an aggregate principal amount of $[_____]322,000,000, the Class A-2a A‑2a Notes for original issue in an aggregate principal amount of $[_____]264,000,000, the Class A-2b A‑2b Notes for original issue in an aggregate principal amount of $[_____]158,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $[_____]369,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] 105,700,000 and the Class B Notes for original issue in an aggregate principal amount of $[_____]31,300,000. The aggregate principal amount of the Class A-1 A‑1 Notes, the Class A-2a A‑2a Notes, the Class A-2b A‑2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one thereof. Each Note shall be dated the date of each class which may be issued in a denomination other than an integral multiple of $1,000)its authentication. 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 included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 A‑1 Notes for original issue in an aggregate principal amount of $[_____]390,000,000, the Class A-2a A‑2a Notes for original issue in an aggregate principal amount of $[_____]367,000,000, the Class A-2b Notes for original issue in an aggregate principal amount of $[_____]220,634,000, the Class A-3 Notes for original issue in an aggregate principal amount of $[_____]454,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] 128,366,000 and the Class B Notes for original issue in an aggregate principal amount of $[_____]40,000,000. The aggregate principal amount of the Class A-1 A‑1 Notes, the Class A-2a A‑2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one thereof. Each Note shall be dated the date of each class which may be issued in a denomination other than an integral multiple of $1,000)its authentication. 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 included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver for original issue (i) Class A-1 Notes for original issue in an aggregate principal amount of $[_____]________, (ii) Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____]________, (iii) Class A-2b A-3 Notes for original issue in an aggregate principal amount of $[_____]_____, (iv) Class A-3 A-4 Notes for original issue in an aggregate principal amount of $[_____]________, (v) Class A-4 A-5 Notes for original issue in an aggregate principal amount of $[_____] and ____, (vi) Class B Notes for original issue in an aggregate principal amount of $[_____]________, (vii) Class C Notes in an aggregate principal amount of $_________, and (viii) Class D Notes in an aggregate principal amount of $_________. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may or in such other denomination as shall be issued in a denomination other than an integral multiple of $1,000)necessary. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 Notes for original issue in an aggregate principal amount of $[_____]270,000,000, the Class A-2a Notes for original issue in an aggregate principal amount of $[_____]200,000,000, the Class A-2b Notes for original issue in an aggregate principal amount of $[_____]290,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $[_____], 410,000,000 and the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]132,710,000. The aggregate principal amount of the Class A-1 Notes, the Class A-2a A-2 Notes, Class A-2b Notes, the Class A-3 Notes, Notes and the Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 25,000 and in any integral multiples multiple of $1,000 in excess thereof (except for one Note of each class which may thereof; provided that any Retained Notes shall be issued in as Definitive Notes and the holder of such Retained Notes shall be a denomination other than an integral multiple Note Owner and a Noteholder for all purposes of $1,000)this Indenture. Each Note shall be dated the date of its authentication. 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 included in Exhibit A, as the case may be, executed by the Indenture Trustee by the manual 3 (Nissan 2015-B Indenture) or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

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

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[_____]265,000,000, Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____]437,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $[_____]437,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and 133,100,000, Class B Notes for original issue in an aggregate principal amount of $[_____]24,700,000, and Class C Notes for original issue in an aggregate principal amount $41,170,000. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class B C Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, 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 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 receipt of an Issuing Entity Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[_____]161,000,000, Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____]272,800,000, Class A-3 Notes for original issue in an aggregate principal amount of $[_____]272,800,000, Class A-4 Notes for original issue in an aggregate principal amount of $[_____] 71,720,000 and Class B Notes for original issue in an aggregate principal amount of $[_____]24,520,000. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of $1,000 any Retained Notes shall be subject to the restrictions set forth in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue the Notes in an the following aggregate principal amount amounts: (i) $393,000,000 of Class A-1 Notes, (ii) $[_____]405,000,000 of Class A-2-A Notes, (iii) $405,000,000 of Class A-2a Notes for original issue in an aggregate principal amount A-2-B Notes, (iv) $564,290,000 of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____], Class A-3 Notes for original issue in an aggregate principal amount and (v) $220,000,000 of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a A-2-A Notes, Class A-2b A-2-B Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in book-entry form in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for thereof; provided, however, that on the 2014-A Closing Date, one Class A-1 Note, one Class A-2-A Note, one Class A-2-B Note, one Class A-3 Note of each class which and one Class A-4 Note may be issued in a denomination other than an integral multiple that includes any remaining portion of $1,000)the Initial Class A-1 Note Balance, the Initial Class A-2-A Note Balance, the Initial Class A-2-B Note Balance, the Initial A-3 Note Balance and the Initial Class A-4 Note Balance, respectively. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver the Class A-1 A Notes for original issue in an aggregate initial principal amount of $[_____], Class A-2a Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____], Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]. The aggregate principal amount Class A Notes shall have the following Initial Note Balances: CLASS INITIAL NOTE BALANCE ----- -------------------- A-1 $ [________] A-2A $ [________] A-2B $ [________] A-2C $ [________] Each of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 the Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum denominations initial Note Balances of $1,000 100,000 and in integral multiples of $1,000 1 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 [A-1] Notes for original issue in an aggregate principal amount of $[__________], the Class A-2a [A-2] Notes for original issue in an aggregate principal amount of $[__________], the Class A-2b [A-3] Notes for original issue in an aggregate principal amount of $[_____], _____] and the Class A-3 [A-4] Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]. The aggregate principal amount of the Class A-1 [A-1] Notes, the Class A-2a [A-2] Notes, the Class A-2b Notes, Class A-3 Notes, Class A-4 [A-3] Notes and the Class B [A-4] Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples 1,000; [provided, however, that any Retained Notes retained by the Sponsor or the Seller or conveyed to any of $1,000 in excess thereof (except for one Note of each class which may their respective Affiliates shall be issued as Definitive Notes and the holder of such Retained Notes shall be a Note Owner and a Noteholder for all purposes of this Indenture, except as otherwise specified in a denomination other than an integral multiple the Basic Documents]. Each Note shall be dated the date of $1,000)its authentication. 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 included in Exhibit A, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 A‑1 Notes for original issue in an aggregate principal amount of $[_____]401,000,000, the Class A-2a A‑2a Notes for original issue in an aggregate principal amount of $[_____]397,000,000, the Class A-2b Notes for original issue in an aggregate principal amount of $[_____]80,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $[_____]428,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] 156,490,000 and the Class B Notes for original issue in an aggregate principal amount of $[_____]37,510,000. The aggregate principal amount of the Class A-1 A‑1 Notes, the Class A-2a A‑2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one thereof. Each Note shall be dated the date of each class which may be issued in a denomination other than an integral multiple of $1,000)its authentication. 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 included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 A‑1 Notes for original issue in an aggregate principal amount of $[_____]444,000,000, the Class A-2a A‑2a Notes for original issue in an aggregate principal amount of $[_____]420,000,000, the Class A-2b Notes for original issue in an aggregate principal amount of $[_____]210,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $[_____]484,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] 148,240,000 and the Class B Notes for original issue in an aggregate principal amount of $[_____]43,760,000. The aggregate principal amount of the Class A-1 A‑1 Notes, the Class A-2a A‑2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one thereof. Each Note shall be dated the date of each class which may be issued in a denomination other than an integral multiple of $1,000)its authentication. 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 included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, 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 by the Owner Trustee on behalf of the Issuer by any of its Authorized OfficersIssuer. 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 Issuer, notwithstanding that any such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount amounts of the Notes: (i) $[_____]_____] of Class A-1 Notes, Class A-2a Notes for original issue in an aggregate principal amount of (ii) $[_____]_____] of Class A-2a Notes, Class A-2b Notes for original issue in an aggregate principal amount of (iii) $[_____]_____] of Class A-2b Notes, Class A-3 Notes for original issue in an aggregate principal amount of (iv) $[_____]_____] of Class A-3 Notes, Class A-4 Notes for original issue in an aggregate principal amount of (v) $[__________] of Class A-4 Notes and Class B Notes for original issue in an aggregate principal amount of (vi) $[_____]_____] of Class B Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amounts, except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in book-entry form in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for thereof; provided, however, that on the Closing Date, one Class A-1 Note, one Class A-2a Note, one Class A-2b Note, one Class A-3 Note, one Class A-4 Note of each class which and one Class B Note may be issued in a denomination other than an integral multiple that includes any remaining portion of $1,000the Initial Class A-1 Note Balance, the Initial Class A-2a Note Balance, the Initial Class A-2b Note Balance, the Initial Class A-3 Note Balance, the Initial Class A-4 Note Balance and the Initial Class B Note Balance (each, a “Residual Note”). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[_____]247,000,000, Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____]348,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $[_____]348,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and 100,750,000, Class B Notes for original issue in an aggregate principal amount of $[_____]20,260,000, and Class C Notes for original issue in an aggregate principal amount $33,800,000. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class B C Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, 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 an Issuer Order authenticate and deliver Class A-1 Notes for original issue in (i) an aggregate principal amount of $[_____]162,400,000 with respect to the Class A-1 Notes, $82,000,000 with respect to the Class A-2a A-2 Notes, $113,000,000 with respect to the Class A-3 Notes, $105,000,000 with respect to the Class A-4 Notes, $94,000,000 with respect to the Class A-5 Notes, $30,200,000 with respect to the Class B Notes, and $31,400,000 with respect to the Class C Notes, and (ii) an aggregate Notional Amount of $94,000,000 with respect to the Class A-IO Notes. As of any date of determination, the Notional Amount of the Class A-IO Notes for original issue in an shall equal the aggregate principal amount of the Class A-5 Notes; provided, however after March 25, 2010, the Notional Amount of the Class A-IO Notes shall equal $[_____], Class A-2b Notes for original issue in an aggregate principal amount 0. Each Note shall be dated the date of $[_____], Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06its authentication. The Notes shall be issuable as registered Notes in minimum denominations (or in the case of the Class A-IO Notes, minimum Notional Amounts) of $1,000 50,000 and in integral multiples of $1,000 1 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 A‑1 Notes for original issue in an aggregate principal amount of $[_____]321,000,000, the Class A-2a A‑2a Notes for original issue in an aggregate principal amount of $[_____]320,860,000, the Class A-2b Notes for original issue in an aggregate principal amount of $[_____]263,140,000, the Class A-3 Notes for original issue in an aggregate principal amount of $[_____]555,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] 100,000,000 and the Class B Notes for original issue in an aggregate principal amount of $[_____]40,000,000. The aggregate principal amount of the Class A-1 A‑1 Notes, the Class A-2a Notes, the Class A-2b A‑2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Class A Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one thereof. Each Note shall be dated the date of each class which may be issued in a denomination other than an integral multiple of $1,000)its authentication. 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 included in Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 Notes for original issue in an aggregate principal amount of $[_____], the Class A-2a A-2[a] Notes for original issue in an aggregate principal amount of $[_____], [the Class A-2b Notes for original issue in an aggregate principal amount of $[_____], ,] the Class A-3 Notes for original issue in an aggregate principal amount of $[_____], the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and the Class B Notes for original issue in an aggregate principal amount of $[_____]. The aggregate principal amount of the Class A-1 Notes, the Class A-2a A-2[a] Notes, [the Class A-2b Notes, ,] the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one thereof. Each Note shall be dated the date of each class which may be issued in a denomination other than an integral multiple of $1,000)its authentication. 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 included in Exhibit A executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 A‑1 Notes for original issue in an aggregate principal amount of $[_____]456,000,000, the Class A-2a A‑2a Notes for original issue in an aggregate principal amount of $[_____]328,000,000, the Class A-2b Notes for original issue in an aggregate principal amount of $[_____]268,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $[_____]522,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] 132,260,000 and the Class B Notes for original issue in an aggregate principal amount of $[_____]43,740,000. The aggregate principal amount of the Class A-1 A‑1 Notes, the Class A-2a A‑2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one thereof. Each Note shall be dated the date of each class which may be issued in a denomination other than an integral multiple of $1,000)its authentication. 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 included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 A‑1 Notes for original issue in an aggregate principal amount of $[_____]443,000,000, the Class A-2a A‑2a Notes for original issue in an aggregate principal amount of $[_____]460,000,000, the Class A-2b Notes for original issue in an aggregate principal amount of $[_____]240,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $[_____]420,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] 143,250,000 and the Class B Notes for original issue in an aggregate principal amount of $[_____]43,750,000. The aggregate principal amount of the Class A-1 A‑1 Notes, the Class A-2a A‑2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one thereof. Each Note shall be dated the date of each class which may be issued in a denomination other than an integral multiple of $1,000)its authentication. 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 included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, 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 by the Owner Trustee on behalf of the Issuer Issuing Entity by any of its the Issuing Entity’s Authorized Officers. The signature of any such Authorized Officer of the Issuing Entity 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 of the Issuer Issuing Entity shall bind the IssuerIssuing Entity, notwithstanding that any such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Order receipt of an Issuing Entity Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount amounts of the Notes: (i) $[_____]96,000,000 of Class A-1 Notes, (ii) $288,290,000 of Class A-2a Notes for original issue in an aggregate principal amount A-2 Notes, (iii) $288,290,000 of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____], Class A-3 Notes for original issue in an aggregate principal amount Notes, (iv) $107,390,000 of $[_____], Class A-4 Notes for original issue in an aggregate principal amount and (v) $36,000,000 of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in book-entry form in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for thereof; provided, however, that on the Closing Date, one Class A-1 Note, one Class A-2 Note, one Class A-3 Note, one Class A-4 Note of each class which and one Class B Note may be issued in a denomination other than an integral multiple that includes any remaining portion of $1,000)the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial A-3 Note Balance, the Initial Class A-4 Note Balance and the Initial Class B Note Balance, respectively. 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 signatoriesAuthorized Officers, 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 Securities Administrator shall upon Issuer Order Request authenticate and deliver each Class A-1 of Notes for original issue in an aggregate initial principal amount equal to the Initial Note Principal Balance or Initial Notional Amount, as applicable, for such Class of $[_____], Class A-2a Notes. Each of the Notes for original issue in an aggregate principal amount shall be dated the date of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____], Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]its authentication. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. The A-2 Notes shall be issuable as registered Notes in book-entry form and the Notes shall be issuable in the minimum denominations initial Note Principal Balances of $1,000 25,000 and in integral multiples of $1,000 1 in excess thereof (except for one Note of each class which may thereof. The Class X-1 Notes shall be issued issuable as registered Notes in a denomination other than an integral multiple physical form and the Notes shall be issuable in the minimum initial Notional Amount of $1,000)25,000 and in integral multiples of $1 in excess thereof. The Class A-3, Class A-4, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Notes shall be issuable as registered Notes in physical form and the Notes shall be issuable in the minimum initial Note Principal 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 Securities 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 Order authenticate and deliver the Class A-1 Notes for original issue in an aggregate principal amount of $[_____], the Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____], the Class A-3 Notes for original issue in an aggregate principal amount of $[_____], the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] ]and the Class B Notes for original issue in an aggregate principal amount of $[_____]. The aggregate principal amount of the Class A-1 Notes, the Class A-2a A-2 Notes, Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples [_]. Each Note shall be dated the date of $1,000 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)its authentication. 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 included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

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

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

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

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 A‑1 Notes for original issue in an aggregate principal amount of $[_____]305,000,000, the Class A-2a A‑2a Notes for original issue in an aggregate principal amount of $[_____]405,026,000, the Class A-2b Notes for original issue in an aggregate principal amount of $[_____]189,474,000, the Class A-3 Notes for original issue in an aggregate principal amount of $[_____]527,500,000, the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] 133,000,000 and the Class B Notes for original issue in an aggregate principal amount of $[_____]40,000,000. The aggregate principal amount of the Class A-1 A‑1 Notes, the Class A-2a Notes, the Class A-2b A‑2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Class A Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one thereof. Each Note shall be dated the date of each class which may be issued in a denomination other than an integral multiple of $1,000)its authentication. 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 included in Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 A‑1 Notes for original issue in an aggregate principal amount of $[_____]383,000,000, the Class A-2a A‑2a Notes for original issue in an aggregate principal amount of $[_____]358,000,000, the Class A-2b Notes for original issue in an aggregate principal amount of $[_____]258,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $[_____]616,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] 91,250,000 and the Class B Notes for original issue in an aggregate principal amount of $[_____]43,750,000. The aggregate principal amount of the Class A-1 A‑1 Notes, the Class A-2a Notes, the Class A-2b A‑2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Class A Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one thereof. Each Note shall be dated the date of each class which may be issued in a denomination other than an integral multiple of $1,000)its authentication. 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 included in Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue the Notes in an the following aggregate principal amount of amounts: (i) $[_____]_____ of Class A-1 Notes, Class A-2a Notes for original issue in an aggregate principal amount of (ii) $[_____]_____ of Class A-2A Notes, Class A-2b Notes for original issue in an aggregate principal amount of (iii) $[_____]_____ of Class A-2B Notes, Class A-3 Notes for original issue in an aggregate principal amount of (iv) $[_____]_____ of Class A-3 Notes , Class A-4 Notes for original issue in an aggregate principal amount of (v) $[_____] _____ of Class A-4 Notes and Class B Notes for original issue in an aggregate principal amount of (vi) $[_____]_____ of Class B Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a A-2A Notes, Class A-2b A-2B Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in book-entry form in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for thereof; provided, however, that on the 201_-[__] Closing Date, one Class A-1 Note, one Class A-2A Note, one Class A-2B Note, one Class A-3 Note, one Class A-4 Note of each class which and one Class B Note may be issued in a denomination other than an integral multiple that includes any remaining portion of $1,000)the Initial Class A-1 Note Balance, the Initial Class A-2A Note Balance, the Initial Class A-2B Note Balance, the Initial A-3 Note Balance, the Initial Class A-4 Note Balance and the Initial Class B Note Balance, respectively. 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 Order Order, authenticate and deliver for original issue (i) Class A-1 Notes for original issue in an aggregate principal amount of $[_____$ ], (ii) Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____$ ], (iii) Class A-2b A-3 Notes for original issue in an aggregate principal amount of $[_____$ ], (iv) Class A-3 A-4 Notes for original issue in an aggregate principal amount of $[_____$ ], (v) Class A-4 A-5 Notes for original issue in an aggregate principal amount of $[_____] and $ ], (vi) Class B Notes for original issue in an aggregate principal amount of $[_____$ ], (vii) Class C Notes in an aggregate principal amount of [$ ], and (viii) Class D Notes in an aggregate principal amount of [$ ]. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may or in such other denomination as shall be issued in a denomination other than an integral multiple of $1,000)necessary. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 A‑1 Notes for original issue in an aggregate principal amount of $[_____]326,000,000, the Class A-2a A‑2a Notes for original issue in an aggregate principal amount of $[_____]298,000,000, the Class A-2b Notes for original issue in an aggregate principal amount of $[_____]298,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $[_____]534,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] 104,000,000 and the Class B Notes for original issue in an aggregate principal amount of $[_____]40,000,000. The aggregate principal amount of the Class A-1 A‑1 Notes, the Class A-2a A‑2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Class A Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one thereof. Each Note shall be dated the date of each class which may be issued in a denomination other than an integral multiple of $1,000)its authentication. 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 included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, 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 by the Owner Trustee on behalf of the Issuer Issuing Entity by any of its the Issuing Entity’s Authorized Officers. The signature of any such Authorized Officer of the Issuing Entity 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 of the Issuer Issuing Entity shall bind the IssuerIssuing Entity, notwithstanding that any such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Order receipt of an Issuing Entity Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount amounts of the Notes: (i) $[_____]100,000,000 of Class A-1 Notes, (ii) $326,000,000 of Class A-2a Notes for original issue in an aggregate principal amount A-2 Notes, (iii) $266,000,000 of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____], Class A-3 Notes for original issue in an aggregate principal amount Notes, (iv) $91,500,000 of $[_____], Class A-4 Notes for original issue in an aggregate principal amount and (v) $36,300,000 of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in book-entry form in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for thereof; provided, however, that on the Closing Date, one Class A-1 Note, one Class A-2 Note, one Class A-3 Note, one Class A-4 Note of each class which and one Class B Note may be issued in a denomination other than an integral multiple that includes any remaining portion of $1,000)the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial A-3 Note Balance, the Initial Class A-4 Note Balance and the Initial Class B Note Balance, respectively. 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 signatoriesAuthorized Officers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 A‑1 Notes for original issue in an aggregate principal amount of $[_____]349,000,000, the Class A-2a A‑2a Notes for original issue in an aggregate principal amount of $[_____]265,000,000, the Class A-2b Notes for original issue in an aggregate principal amount of $[_____]397,500,000, the Class A-3 Notes for original issue in an aggregate principal amount of $[_____]597,500,000, the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] 97,250,000 and the Class B Notes for original issue in an aggregate principal amount of $[_____]43,750,000. The aggregate principal amount of the Class A-1 A‑1 Notes, the Class A-2a Notes, the Class A-2b A‑2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Class A Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one thereof. Each Note shall be dated the date of each class which may be issued in a denomination other than an integral multiple of $1,000)its authentication. 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 included in Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

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

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver the Class A-1 A Notes and the Mezzanine Notes for original issue in an aggregate initial principal amount of $[_____], Class A-2a Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____], Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]. The aggregate principal amount Class Notes shall have the following Initial Note Balances: CLASS INITIAL NOTE BALANCE ------------------ ------------------------------- A-1 $ [________] A-2a $ [________] A-2b $ [________] A-2c $ [________] M-1 $ [________] M-2 $ [________] M-3 $ [________] M-4 $ [________] M-5 $ [________] M-6 $ [________] M-7 $ [________] M-8 $ [________] M-9 $ [________] M-10 $ [________] Each of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 the Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum denominations initial Note Balances of $1,000 100,000 and in integral multiples of $1,000 1 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)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. (a) 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. (b) 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. (c) The Indenture Trustee shall shall, upon Issuer Order Order, authenticate and deliver [ ]% Class A-1 Asset Backed Notes for original issue in an aggregate principal amount of $[_____[ ], [ ]% Class A-2a A-2 Asset Backed Notes for original issue in an aggregate principal amount of $[_____[ ], [ ]% Class A-2b A-3 Asset Backed Notes for original issue in an aggregate principal amount of $[_____[ ] and [ ], % Class A-3 A-4 Asset Backed Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____[ ]. The aggregate principal amount amounts of [ ]% Class A-1 Asset Backed Notes, [ ]% Class A-2a A-2 Asset Backed Notes, Class A-2b Notes, [ ]% Class A-3 Notes, Asset Backed Notes and [ ]% Class A-4 Notes and Class B Asset Backed Notes outstanding at any time may not exceed such those respective amounts except as provided in Section 2.062.6. (d) Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof thereof. (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000). e) 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.. SECTION 2.3

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 Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[_____]equal to the Initial Class A-1 Principal Balance, Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____]equal to the Maximum Class A-2 Commitments, Class A-2b Notes for original issue in an aggregate principal amount of $[_____], Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]. The aggregate principal amount of equal to the Initial Class A-1 NotesB Principal Balance, Class A-2a NotesC Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class A-2b NotesD Notes for original issue in an aggregate amount equal to the Initial Class D Principal Balance, Class A-3 Notes, E Notes for original issue in an aggregate amount equal to the Initial Class A-4 Notes E Principal Balance and a Class B Notes outstanding at any time may not exceed such respective amounts except as provided F Note for original issue in Section 2.06an aggregate amount equal to the Initial Class F Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum initial denominations of $1,000 500,000 and in integral multiples of $1,000 in excess thereof (except for thereof; provided, however, that one Note of each class which Class may be issued in a denomination other than an integral multiple of $1,000)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 Indenture Trustee shall upon an Issuer Order authenticate and deliver Class A-1 Notes for original issue in (i) an aggregate principal amount of $[_____]____ with respect to the Class A-1 Notes, Class A-2a Notes for original issue in an aggregate principal amount of $[_____]____ with respect to the Class A-2 Notes, Class A-2b Notes for original issue in an aggregate principal amount of $[_____], ____ with respect to the Class A-3 Notes for original issue in an aggregate principal amount of Notes, $[_____], ____ with respect to the Class A-4 Notes for original issue in an aggregate principal amount of Notes, $[_____] and ____ with respect to the Class B Notes for original issue in an aggregate principal amount of A-5 Notes, $[_____]. The ____ with respect to the Class A-6 Notes, $_________ with respect to the Class A-7 Notes, $_________ with respect to the Class B-1 Notes, and $_________ with respect to the Class B-2 Notes, and (ii) an aggregate principal notional amount of $_________ with respect to the Class A-1 A-IO-1 Notes and an aggregate notional amount of $_________ with respect to the Class A-IO-2 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. As of any date of determination, the aggregate notional amount of the Class A-IO-1 Notes shall equal the aggregate principal amount then outstanding of the Class A-7 Note and the aggregate notional amount of the Class A-IO-2 Notes shall equal the aggregate principal amount then outstanding of the Class A-7 Note. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 50,000 principal amount and in integral multiples of $1,000 50,000 in excess thereof (except for one Note of each class which may thereof. The Class A-7 Notes and Class A-IO Notes shall be issued available in a denomination other than an integral multiple minimum denominations of $1,000)50,000 and $1,000 integral multiples. 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 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 receipt of an Issuing Entity Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[_____], Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____], Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____][,] and [and] Class B Notes for original issue in an aggregate principal amount of $[___] [and $[___], Class C Notes for original issue in an aggregate principal amount of $[___]]. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes and Notes[,] [and] Class B Notes [and Class C Notes] outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of $1,000 any Retained Notes shall be subject to the restrictions set forth in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver Class A-1 Term Notes for original issue in an aggregate initial principal amount of $[_____], Class A-2a 678,000,000 and Variable Funding Notes for original issue in an aggregate initial principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____], Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]0. The Security Balance of the Class A-II-A Variable Funding Notes in the aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided the Maximum Class A-II-A Variable Funding Balance and the Class A-II-B Variable Funding Notes in Section 2.06the aggregate may not exceed the Maximum Class A-II-B Variable Funding Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Class A-I Notes (other than the Class A-I-IO Notes), and the Class A-II Notes shall be issuable in the minimum denominations initial Security Balances of $1,000 25,000 and in integral multiples of $1,000 1 in excess thereof (except for one Note of each class which may thereof, the Class A-I-IO Notes shall be issued issuable in a denomination other than an integral multiple the minimum initial Class A-I-IO Notional Amount of $1,0002,000,000 and in integral multiples of $1 in excess thereof. Each Variable Funding Note shall be initially issued with a Security Balance of $0 or, if applicable, with a Security Balance in the amount equal to the Group II-A Additional Balance Differential, in the case of Class A-II-A Variable Funding Notes and the Group II-B Additional Balance Differential, in the case of Class A-II-B Variable Funding Notes, in each case, for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(b). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, 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 OfficersIssuer. 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 Issuer, notwithstanding that any such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount amounts of the Notes: (i) $[_____]_____] of Class A-1 Notes, Class A-2a Notes for original issue in an aggregate principal amount of (ii) $[_____]______] of Class A-2 Notes, Class A-2b Notes for original issue in an aggregate principal amount of (iii) $[_____], ________] of Class A-3 Notes for original issue in an aggregate principal amount of and (iv) $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_______] and of Class B Notes for original issue in an aggregate principal amount of $[_____]A-4 Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in book-entry form in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for thereof; provided, however, that on the Closing Date, one Class A-1 Note, one Class A-2 Note, one Class A-3 Note of each class which and one Class A-4 Note may be issued in a denomination other than an integral multiple that includes any remaining portion of $1,000the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance and the Initial Class A-4 Note Balance, respectively (each, a “Residual Note”). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed by the Owner Trustee on behalf of the Issuer by any of its Authorized OfficersIssuer. 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 Issuer, notwithstanding that any such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount amounts of the Notes: (i) $[_____]_____] of Class A-1 Notes, Class A-2a Notes for original issue in an aggregate principal amount of (ii) $[_____]_____] of Class A-2 Notes, Class A-2b Notes for original issue in an aggregate principal amount of (iii) $[_____], _____] of Class A-3 Notes for original issue in an aggregate principal amount of and (iv) $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and of Class B Notes for original issue in an aggregate principal amount of $[_____]A-4 Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in book-entry form in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for thereof; provided, however, that on the Closing Date, one Class A-1 Note, one Class A-2 Note, one Class A-3 Note of each class which and one Class A-4 Note may be issued in a denomination other than an integral multiple that includes any remaining portion of $1,000the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance and the Initial Class A-4 Note Balance (each, a “Residual Note”). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall Securities Administrator shall, upon Issuer Order Request, authenticate and deliver the Class A-1 1A1, Class 1A2, Class 1A3, Class 2A1, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9, Class M10 and Class M11 Notes for original issue in an aggregate principal amount Initial Note Principal Balance of $[_____], 1,107,690,000. The Class A-2a 1A1 Notes for original issue shall be issued in an aggregate principal amount Initial Note Principal Balance of $[_____]215,685,000, the Class A-2b 1A2 Notes for original issue shall be issued in an aggregate principal amount Initial Note Principal Balance of $[_____]202,284,000, the Class A-3 1A3 Notes for original issue shall be issued in an aggregate principal amount Initial Note Principal Balance of $[_____]26,648,000, the Class A-4 2A1 Notes for original issue shall be issued in an aggregate principal amount Initial Note Principal Balance of $[_____] and 433,582,000, the Class B M1 Notes for original issue shall be issued in an aggregate principal amount Initial Note Principal Balance of $[_____]42,035,000, the Class M2 Notes shall be issued in an aggregate Initial Note Principal Balance of $40,331,000, the Class M3 Notes shall be issued in an aggregate Initial Note Principal Balance of $26,130,000, the Class M4 Notes shall be issued in an aggregate Initial Note Principal Balance of $19,882,000, the Class M5 Notes shall be issued in an aggregate Initial Note Principal Balance of $19,882,000, the Class M6 Notes shall be issued in an aggregate Initial Note Principal Balance of $18,178,000, the Class M7 Notes shall be issued in an aggregate Initial Note Principal Balance of $17,609,000, the Class M8 Notes shall be issued in an aggregate Initial Note Principal Balance of $13,633,000, the Class M9 Notes shall be issued in an aggregate Initial Note Principal Balance of $14,201,000, the Class M10 Notes shall be issued in an aggregate Initial Note Principal Balance of $10,793,000, the Class M11 Notes shall be issued in an aggregate Initial Note Principal Balance of $6,817,000 and the Class N Notes shall be issued in an aggregate Initial Note Principal Balance of $23,750,000. The aggregate principal amount Each of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 the Notes shall be dated the date of its authentication and Class B Notes outstanding at any time may not exceed such respective amounts except shall be issuable as provided in Section 2.06a registered Note. The Notes shall be issuable as registered Notes in the minimum denominations Initial Note Principal Balances of $1,000 100,000 and in integral multiples of $1,000 1 in excess thereof (except for one Note of each class which thereof. Thereafter, Class A Notes may be issued registered in a denomination other than an integral multiple minimum Note Principal Balances of $1,000)25,000 and integral multiples of $1 in excess thereof, while Class M Notes and Class N Notes may be registered in minimum Note Principal Balances of $100,000 and in integral multiples of $1 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee Securities 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 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 Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[_____]equal to the Initial Class A-1 Principal Balance, Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____]equal to the Maximum Class A-2 Commitment, Class A-2b Notes for original issue in an aggregate principal amount of $[_____], Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]. The aggregate principal amount of equal to the Initial Class A-1 NotesB Principal Balance, Class A-2a NotesC Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class A-2b NotesD Notes for original issue in an aggregate amount equal to the Initial Class D Principal Balance, a Class A-3 Notes, E Note for original issue in an aggregate amount equal to the Initial Class A-4 Notes E Principal Balance and a Class B Notes outstanding at any time may not exceed such respective amounts except as provided F Note for original issue in Section 2.06an aggregate amount equal to the Initial Class F Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum initial denominations of $1,000 500,000 and in integral multiples of $1,000 in excess thereof (except for thereof; provided, however, that one Note of each class which Class may be issued in a denomination other than an integral multiple of $1,000)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 the Owner Trustee, as provided in the Owner Trust Agreement by any of its the Owner Trustee's 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 Owner Trustee shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of $[Notes: (i) $ _____], Class A-2a Notes for original issue in an aggregate principal amount of $[_____]Class X- 0 Xxxxx, Class A-2b Notes for original issue in an aggregate principal amount of $[(xx) $ _____]_____ of Class X- 0 Xxxxx, Class A-3 Notes for original issue in an aggregate principal amount of $[(xxx) $ _____], ____ of Class A-4 A-3 Notes for original issue in an aggregate principal amount of $[and (iv) $ _____] and Class B Notes for original issue in an aggregate principal amount of $[_____]. The aggregate _ principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 and in integral multiples of $1,000 in excess thereof (thereof, except for that one Note of each class which Class may be issued in a denomination other than an integral multiple of $1,000)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 in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

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

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver the Class A-1 A-1[a] Notes for original issue in an aggregate principal amount of $[_____[ ], [the Class A-2a A-1b Notes for original issue in an aggregate principal amount of $[_____[ ],] the Class A-2[a] Notes for original issue in an aggregate principal amount of $[ ], [the Class A-2b Notes for original issue in an aggregate principal amount of $[_____[ ], ,] the Class A-3 A-3[a] Notes for original issue in an aggregate principal amount of $[_____[ ], [the Class A-4 A-3b Notes for original issue in an aggregate principal amount of $[ ],] [_____] and the Class B A-4a Notes for original issue in an aggregate principal amount of $[_____[ ]] and the Class A-4[b] Notes for original issue in an aggregate principal amount of $[ ]. The aggregate principal amount of the Class A-1 Notes, the Class A-2a A-2 Notes, Class A-2b Notes, the Class A-3 Notes, Notes and the Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 25,000 and in any integral multiples multiple of $1,000 in excess thereof (except for one Note of each class which may thereof[; provided that any Retained Notes retained by the Seller or NMAC or conveyed to an Affiliate shall be issued in as Definitive Notes and the holder of such Retained Notes shall be a denomination other than an integral multiple Note Owner and a Noteholder for all purposes of $1,000)this Indenture]. Each Note shall be dated the date of its authentication. 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 included in Exhibit A, as the case may be, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[_____]] with respect to the [Class I-A-1] Notes, Class A-2a Notes for original issue in an aggregate principal amount of $[_____]] with respect to the [Class I-A-2] Notes, Class A-2b Notes for original issue in an aggregate principal amount of $[_____]] with respect to the [Class I-B] Notes, Class A-3 Notes for original issue in an aggregate principal amount of $[_____]] with respect to the [Class II-A-1] Notes, Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and with respect to the [Class B Notes for original issue in an aggregate principal amount of II-A-2] Notes, $[_____]. The aggregate principal amount of ] with respect to the [Class A-1 II-A-3] Notes, $[____] with respect to the [Class A-2a II-A-4] Notes, $[____] with respect to the [Class A-2b II-B] Notes and $[____] with respect to the [Class II-C] Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 100,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)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 OfficersIssuer. 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 Issuer, notwithstanding that any such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount amounts of the Notes: (i) $[_____]_] of Class A-1 Notes, Class A-2a Notes for original issue in an aggregate principal amount of (ii) $[_____]_] of Class A-2 Notes, Class A-2b Notes for original issue in an aggregate principal amount of (iii) $[_____], _] of Class A-3 Notes for original issue in an aggregate principal amount of and (iv) $[_____], _] of Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in book-entry form in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for thereof; provided, however, that on the Closing Date, one Class A-1 Note, one Class A-2 Note, one Class A-3 Note of each class which and one Class A-4 Note may be issued in a denomination other than an integral multiple that includes any remaining portion of $1,000the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance and the Initial Class A-4 Note Balance (each, a “Residual Note”). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer Issuing Entity by any Authorized Officer of its Authorized Officersthe Owner Trustee. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Owner Trustee or the Trust Administrator 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 Trust Administrator shall, upon Issuer Order Issuing Entity Order, authenticate and deliver Class A-1 the Notes for original issue in an the aggregate principal amount of or notional amounts with respect to each Class as specified below: Class Class Principal Amount 1-A $[_____], Class A-2a Notes for original issue in an aggregate principal amount of [ ] 2-Al $[_____], Class A-2b Notes for original issue in an aggregate principal amount of [ ] 2-A2 $[_____], Class A-3 Notes for original issue in an aggregate principal amount of [ ] 2-A3 $[_____], Class A-4 Notes for original issue in an aggregate principal amount of [ ] Ml $[_____[ ] and Class B Notes for original issue in an aggregate principal amount of M2 $[_____]. [ ] M3 $[ ] M4 $[ ] M5 $[ ] M6 $[ ] M7 $[ ] The aggregate principal amount amounts of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 Notes and Class B such Classes of Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06amounts. The Senior Principal Notes shall will be issuable as registered issued in minimum principal amount denominations of $[100,000] and integral multiples of $1 in excess thereof. The Class M Notes will be issued in minimum denominations of $1,000 [100,000] and in integral multiples of $1,000 in excess thereof thereof. Any Retained Notes will be subject to the same restrictions and consequences applicable to the Ownership Certificate as set forth in Section 3.03 of the Trust Agreement unless either (except a) as of the date such Retained Notes are sold or transferred to a third party or taxable REIT subsidiary (within the meaning of the Code): (i) the owner of the Ownership Certificate is a Permitted Transferee; (ii) no modifications have been made to the transaction documents as of the date of such sale or transfer; (iii) the respective ratings of the Retained Notes as of the date of such sale or transfer are not lower than the ratings for one Note such Retained Notes as of each class which may the Closing Date; and (iv) no adverse changes have been made to (or that would adversely affect the application of) the legal authorities applicable to the Closing Date tax opinions or (b) a tax opinion is delivered from a nationally recognized law firm generally recognized to be issued qualified to opine concerning the tax aspects of asset securitization that (i) the Retained Notes “will be debt” and (ii) after the sale or transfer, the Trust will continue to qualify as a Qualified REIT Subsidiary for federal income tax purposes. For purposes of this Section 2.02, in determining whether a denomination other than an integral multiple holder of $1,000)Retained Notes complies with the provisions of Section 3.03 of the Trust Agreement, such holder will be deemed to be the Certificateholder. 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 Trust 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 Bonds shall be executed in the name of and on behalf of the Issuer by any of its an Authorized OfficersOfficer. The signature of any such Authorized Officer on the Notes Bonds may be manual or facsimile. Notes Bonds bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Bonds or did not hold such offices at the date of such NotesBonds. The Indenture Trustee shall upon Issuer Order Request cause the Bond Registrar to authenticate and deliver six classes of Bonds for original issue, Class A-1 Notes for original issue Bonds in an aggregate principal amount of $[_____]__________, Class A-2a Notes for original issue A-2 Bonds in an aggregate principal amount of $[_____]____________, Class A-2b Notes for original issue A-3 Bonds in an aggregate principal amount of $[_____]_________, Class A-3 Notes for original issue A-4 Bonds in an aggregate principal amount of $[_____]____________, Class A-4 Notes for original issue B Bonds in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]_______ and Class IO Bonds in an aggregate notional amount of $___________________. Each Bond shall be dated the date of its authentication. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. The Notes Bonds shall be issuable as registered Notes Class A-1 Bonds, Class A-2 Bonds, Class A-3 Bonds, Class A-4 Bonds, Class B Bonds and Class IO Bonds and shall be issuable in a minimum denominations initial Bond Principal Balance, or IO Notional Balance, as the case may be, of $1,000 25,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)thereof. No Note Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note Bond a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee Bond Registrar by the manual signature of one of its authorized signatories, and such certificate upon any Note Bond shall be conclusive evidence, and the only evidence, that such Note Xxxx has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[____________], Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_______], Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and __], Class B Notes for original issue in an aggregate principal amount of $[____________], Class C Notes for original issue in an aggregate principal amount of $[____________]and Class D Notes for original issue in an aggregate principal amount $[____________]. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 B Notes, Class C Notes and Class B D Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 [100,000] and in integral multiples of $1,000 [1,000] in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $[1,000]). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, 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. (a) 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. (b) Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Owner Trustee on behalf 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. (c) The Indenture Trustee shall shall, upon Issuer Order Order, authenticate and deliver [ ]% Class A-1 Asset Backed Notes for original issue in an aggregate principal amount of $[_____360,000,000, [ ], % Class A-2a A-2 Asset Backed Notes for original issue in an aggregate principal amount of $[_____508,000,000, [ ], % Class A-2b A-3 Asset Backed Notes for original issue in an aggregate principal amount of $[_____440,000,000 and [ ], % Class A-3 A-4 Asset Backed Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]241,800,000. The aggregate principal amount amounts of [ ]% Class A-1 Asset Backed Notes, [ ]% Class A-2a A-2 Asset Backed Notes, Class A-2b Notes, [ ]% Class A-3 Notes, Asset Backed Notes and [ ]% Class A-4 Notes and Class B Asset Backed Notes outstanding at any time may not exceed such those respective amounts except as provided in Section 2.062.6. (d) Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof thereof. (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000). e) 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.. SECTION 2.3

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any Responsible Officer of its Authorized Officersthe Owner Trustee. 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 Order authenticate and deliver Class A-1 A-1A Notes for original issue in an aggregate principal amount of $[_____]equal to the Initial Class A-1A Principal Balance, Class A-2a A-1A VFN Notes for original issue in an aggregate principal amount of $[_____]equal to the Initial Class A-1A VFN Principal Balance, Class A-2b A-1B Notes for original issue in an aggregate principal amount of $[_____]equal to the Initial Class A-1B Principal Balance, Class A-3 A-2A Notes for original issue in an aggregate principal amount of $[_____]equal to the Initial Class A-2A Principal Balance, Class A-4 A-2B Notes for original issue in an aggregate principal amount of $[_____] and equal to the Initial Class A-2B Principal Balance, Class B Notes for original issue in an aggregate principal amount of $[_____]. The aggregate principal amount of equal to the Initial Class A-1 NotesB Principal Balance, Class A-2a NotesC Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class A-2b NotesD Notes for original issue in an aggregate amount equal to the Initial Class D Principal Balance, Class A-3 Notes, Class A-4 Notes and Class B E Notes outstanding at any time may not exceed such respective amounts except as provided for original issue in Section 2.06an aggregate amount equal to the Initial Class E Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as in fully registered Notes form in minimum denominations of $1,000 250,000 and in integral multiples of $1,000 in excess thereof (except for thereof; provided that one Note of each class which Class may be issued in a an incremental denomination other of less than an integral multiple of $1,000). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein 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 OfficersIssuer. 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 Issuer, 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 receipt of a Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount amounts of the Notes: (i) $[_____]____ of Class A-1 Notes, Class A-2a Notes for original issue in an aggregate principal amount of (ii) $[_____]____ of Class A-2 Notes, Class A-2b Notes for original issue in an aggregate principal amount of (iii) $[_____], ____ of Class A-3 A-3a Notes for original issue in an aggregate principal amount of and (iv) $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and _ of Class B Notes for original issue in an aggregate principal amount of $[_____]A-3b Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a A-2 Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 A-3a Notes and Class B A-3b Notes outstanding at any time may not exceed such respective amounts amounts, except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in book-entry form in minimum denominations of $1,000 100,000 and in integral multiples of $1,000 in excess thereof (except for one thereof. No Note of each class which may be issued sold, pledged or otherwise transferred to any Person except in a denomination other than an integral multiple accordance with Section 2.03 and any attempted sale, pledge or transfer in violation of $1,000)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.. Indenture

Execution, Authentication and Delivery. (a) 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. (b) 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. (c) The Indenture Trustee shall shall, upon Issuer Order Order, authenticate and deliver 5.066% Class A-1 Asset Backed Notes for original issue in an aggregate principal amount of $[_____]91,000,000, 5.43% Class A-2a A-2 Asset Backed Notes for original issue in an aggregate principal amount of $[_____]110,000,000, 5.50% Class A-2b A-3 Asset Backed Notes for original issue in an aggregate principal amount of $[_____]120,000,000, and 5.63% Class A-3 A-4 Asset Backed Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]90,980,000. The aggregate principal amount amounts of 5.066% Class A-1 Asset Backed Notes, 5.43% Class A-2a A-2 Asset Backed Notes, Class A-2b Notes, 5.50% Class A-3 Notes, Asset Backed Notes and 5.63% Class A-4 Notes and Class B Asset Backed Notes outstanding at any time may not exceed such those respective amounts except as provided in Section 2.062.6. (d) Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof thereof. (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000). e) 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.. SECTION 2.3

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature signatures of any such Authorized Officer of the Issuer on the Notes may be manual or facsimile. . (b) 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 whether 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 on such date of such Notes. authentication or date of delivery. (c) The Indenture Trustee shall shall, upon Issuer Order Order, authenticate and deliver the Class A-1 Notes for original issue in an aggregate principal amount of $[________], the Class A-2a A-2[a] Notes for original issue in an aggregate principal amount of $[________], [the Class A-2b Notes for original issue in an aggregate principal amount of $[________], ,] the Class A-3 Notes for original issue in an aggregate principal amount of $[________], the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and ___], the Class B Notes for original issue in an aggregate principal amount of $[________], the Class C Notes for original issue in an aggregate principal amount of $[________] and the Class D Notes for original issue in an aggregate principal amount of $[________]. The aggregate principal amount amounts of Class A-1 Notes, Class A-2a A-2[a] Notes, [Class A-2b Notes, ,] Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class B D Notes outstanding at any time may not exceed such those respective amounts except as provided in Section 2.062.6. (d) Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 5,000 and in integral multiples of $1,000 in excess thereof thereof[; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.15]. (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000). e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver for original issue (i) Class A-1 Notes for original issue in an aggregate principal amount Aggregate Principal Amount of $[__________], (ii) Class A-2a A-2 Notes for original issue in an aggregate principal amount Aggregate Principal Amount of $[__________], (iii) Class A-2b A-3 Notes for original issue in an aggregate principal amount Aggregate Principal Amount of $[_____], _____] (iv) Class A-3 B Notes for original issue in an aggregate principal amount Aggregate Principal Amount of $[__________], (v) Class A-4 C Notes for original issue in an aggregate principal amount Aggregate Principal Amount of $[_____] _____], and (vi) Class B D Notes for original issue in an aggregate principal amount Aggregate Principal Amount of $[__________]. The aggregate principal amount Aggregate Principal Amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 and in integral multiples of $1,000 1 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)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 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 receipt of an Issuing Entity Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[_____[ ], Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[ ], Class A-3 Notes for original issue in an aggregate principal amount of $[ ], Class A-4 Notes for original issue in an aggregate principal amount of $[ ], [Class A-5 Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $,] [_____], Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____and] and Class B Notes for original issue in an aggregate principal amount of $[ ][_____,] [and $[ ], Class C Notes for original issue in an aggregate principal amount of $[ ][,] [and $[ ], Class D Notes for original issue in an aggregate principal amount of $[ ][,] [and $[ ], Class E Notes for original issue in an aggregate principal amount of $[ ] [and $[ ], Class F Notes for original issue in an aggregate principal amount of $[ ]]. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes Notes[, Class A-5 Notes,] [and] Class B Notes[,] [and Class B Notes C Notes][,] [and Class D Notes][,] [and Class E Notes] [and Class F Notes] outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes [Notes][Class [ ] Notes] shall be issuable as registered Notes in the minimum denomination of $[1,000] and in integral multiples thereof[, and the Class [ ] Notes shall be issuable in the minimum denominations of $1,000 [250,000] and in integral multiples of $1,000 [1,000]; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Issuing Entity shall bind the IssuerIssuing Entity, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer receipt of an Issuing Entity Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[_____], Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____], Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of $1,000 any Retained Notes shall be subject to the restrictions set forth in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue the Notes in an the following aggregate principal amount of amounts: (i) $[_____]_____ of Class A-1 Notes, Class A-2a Notes for original issue in an aggregate principal amount of (ii) $[_____]_____ of Class A-2 Notes, Class A-2b Notes for original issue in an aggregate principal amount of (iii) $[_____], _____ of Class A-3 Notes for original issue in an aggregate principal amount of , (iv) $[_____], _____ of Class A-4 Notes for original issue in an aggregate principal amount of and (v) $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]_ of Class B Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in book-entry form in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for thereof; provided, however, that on the 201_-[__] Closing Date, one Class A-1 Note, one Class A-2 Note, one Class A-3 Note, one Class A-4 Note of each class which and one Class B Note may be issued in a denomination other than an integral multiple that includes any remaining portion of $1,000)the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial A-3 Note Balance,the Initial Class A-4 Note Balance and the Initial Class B Note Balance, respectively. 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 Senior Notes shall be executed by the Owner Trustee on behalf of the Issuer by any of its Authorized OfficersIssuer. The signature of any such Authorized Officer authorized officer of the Owner Trustee on the Senior Notes may be manual or by facsimile. Senior 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 Issuer, notwithstanding that any such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes or did not hold such offices at the date of such Senior Notes. The Indenture Trustee shall shall, upon Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount amounts of the Senior Notes: (i) $[_____]___] of Class A-1 Notes, Class A-2a Notes for original issue in an aggregate principal amount of (ii) $[_____]__] of Class A-2 Notes, Class A-2b Notes for original issue in an aggregate principal amount of (iii) $[_____], ___] of Class A-3 Notes for original issue in an aggregate principal amount of Notes, (iv) $[_____], ___] of Class A-4 Notes for original issue in an aggregate principal amount of and (v) $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]] of Class A-5 Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-5 Notes outstanding at any time may not exceed such respective amounts amounts, except as provided in Section 2.062.05. Each Senior Note shall be dated the date of its authentication. The Senior Notes shall be issuable as registered Notes notes in book-entry form in minimum denominations of $$ 1,000 and in integral multiples of $$ 1,000 in excess thereof (except for thereof; provided, however, that on the Closing Date, one Class A-1 Note, one Class A-2 Note, one Class A-3 Note, one Class A-4 Note of each class which and one Class A-5 Note may be issued in a denomination other than an integral multiple that includes any remaining portion of $1,000the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance, the Initial Class A-4 Note Balance, and the Initial Class A-5 Note Balance, respectively (each, a "Residual Note"). No Senior Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Senior Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Senior Note shall be conclusive evidence, and the only evidence, that such Senior Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized 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 Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[_____]equal to the Initial Class A-1 Principal Balance, Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____]equal to the Maximum Class A-2 Commitments, Class A-2b Notes for original issue in an aggregate principal amount of $[_____], Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]. The aggregate principal amount of equal to the Initial Class A-1 NotesB Principal Balance, Class A-2a NotesC Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class A-2b NotesD Notes for original issue in an aggregate amount equal to the Initial Class D Principal Balance, Class A-3 Notes, E Notes for original issue in an aggregate amount equal to the Initial Class A-4 Notes E Principal Balance and a Class B Notes outstanding at any time may not exceed such respective amounts except as provided F Note for original issue in Section 2.06an aggregate amount equal to the Initial Class F Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum initial denominations of $1,000 250,000 and in integral multiples of $1,000 in excess thereof (except for thereof; provided, however, that one Note of each class which Class may be issued in a denomination other than an integral multiple of $1,000)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 Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[_____]337,000,000, Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____]499,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $[_____]451,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and 151,080,000, Class B Notes for original issue in an aggregate principal amount of $[_____]28,790,000 and Class C Notes for original issue in an aggregate principal amount of $44,360,000. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes, the Class B Notes and the Class B C Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver the Class A-1 A Notes and the Mezzanine Notes for original issue in an aggregate initial principal amount of $[_____], Class A-2a Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____], Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]. The aggregate principal amount Class Notes shall have the following Initial Note Balances: CLASS INITIAL NOTE BALANCE A-1 $ [________] A-2a $ [________] A-2b $ [________] A-2c $ [________] M-1 $ [________] M-2 $ [________] M-3 $ [________] M-4 $ [________] M-5 $ [________] M-6 $ [________] M-7 $ [________] M-8 $ [________] M-9 $ [________] M-10 $ [________] Each of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 the Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum denominations initial Note Balances of $1,000 100,000 and in integral multiples of $1,000 1 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order Request authenticate and deliver the Class A-1 A Notes and the Mezzanine Notes for original issue in an aggregate initial principal amount of $[_____], Class A-2a Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____], Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]. The aggregate principal amount Class Notes shall have the following Initial Note Balances: CLASS INITIAL NOTE BALANCE ----- --------------------- A-1 $ [________] A-2a $ [________] A-2b $ [________] A-2c $ [________] M-1 $ [________] M-2 $ [________] M-3 $ [________] M-4 $ [________] M-5 $ [________] M-6 $ [________] M-7 $ [________] M-8 $ [________] M-9 $ [________] M-10 $ [________] Each of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 the Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum denominations initial Note Balances of $1,000 100,000 and in integral multiples of $1,000 1 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)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 an Issuer Order Order, authenticate and deliver for original issue (i) Class A-1 Notes for original issue in an aggregate principal amount of $[__________], (ii) Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[__________], (iii) Class A-2b A-3 Notes for original issue in an aggregate principal amount of $[__________], (iv) Class A-3 A-4 Notes for original issue in an aggregate principal amount of $[__________], (v) Class A-4 B Notes for original issue in an aggregate principal amount of $[__________] and (vi) Class B C Notes for original issue in an aggregate principal amount of $[__________]. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 and in integral multiples of $1,000 in excess thereof (thereof, except for that one Note of each class which may will be issued in a an incremental denomination other of less than an integral multiple of $1,000). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $[_____]____] of Class A-1 Notes, Class A-2a Notes for original issue in an aggregate principal amount of (ii) $[_____]____] of Class A-2 Notes, Class A-2b Notes for original issue in an aggregate principal amount of (iii) $[_____], _____] of Class A-3 Notes for original issue in an aggregate principal amount of and (iv) $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and of Class B Notes for original issue in an aggregate principal amount of $[_____]A-4 Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)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 an Issuer Order Order, authenticate and deliver for original issue (i) Class A-1 Notes for original issue in an aggregate principal amount of $[__________], (ii) Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[__________], (iii) Class A-2b A-3 Notes for original issue in an aggregate principal amount of $[__________], (iv) Class A-3 A-4 Notes for original issue in an aggregate principal amount of $[__________], (v) Class A-4 B Notes for original issue in an aggregate principal amount of $[_____] and _____], (vi) Class B C Notes for original issue in an aggregate principal amount of $[__________] and (vii) Class D Notes in an aggregate principal amount of $[__________]. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Class A-1, Class A-2, Class A-3, Class A-4 and Class B Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 and in integral multiples of $1,000 in excess thereof (thereof, except for that one Note of each class which may Class will be issued in a an incremental denomination other of less than an integral multiple $1,000. The Class C and Class D Notes shall be issuable as Notes in the minimum denomination of $1,000). No 100,000 and in integral multiples of $100,000 in excess thereof, except that one Note shall of each Class will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate issued in an incremental denomination 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 hereunderless than $100,000.

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 receipt of an Issuing Entity Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[_____], Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____], Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[___], [Class A-5 Notes for original issue in an aggregate principal amount of $[___,] and [and] Class B Notes for original issue in an aggregate principal amount of $[___][,] [and $[___], Class C Notes for original issue in an aggregate principal amount of $[___][,] [and $[___], Class D Notes for original issue in an aggregate principal amount of $[___] [and $[___], Class E Notes for original issue in an aggregate principal amount of $[___]]. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes Notes[, Class A-5 Notes,] [and] Class B Notes[,] [and Class B Notes C Notes][,] [and Class D Notes] [and Class E Notes] outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of $1,000 any Retained Notes shall be subject to the restrictions set forth in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of an Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[_____]196,989,000, Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____]52,989,000, Class A-3 Notes for original issue in an aggregate principal amount of $[_____]218,577,000, Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and 32,672,000, Class B Notes for original issue in an aggregate principal amount of $[_____]30,294,000 and Class C Notes in an aggregate principal amount of $19,278,352. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class B C Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 10,000 and in integral multiples of $1,000 in excess thereof (thereof, except for that one Class C Note of each class which may be issued in a denomination other than an integral multiple of $1,000)another 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 Order authenticate and deliver the Class A-1 A‑1 Notes for original issue in an aggregate principal amount of $[_____], the Class A-2a A‑2[a] Notes for original issue in an aggregate principal amount of $[_____], [the Class A-2b A‑2b Notes for original issue in an aggregate principal amount of $[_____], ,] the Class A-3 Notes for original issue in an aggregate principal amount of $[_____], the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and the Class B Notes for original issue in an aggregate principal amount of $[_____]. The aggregate principal amount of the Class A-1 A‑1 Notes, the Class A-2a A‑2[a] Notes, [the Class A-2b Notes, ,] the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The [Class A] Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one thereof. Each Note shall be dated the date of each class which may be issued in a denomination other than an integral multiple of $1,000)its authentication. 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 included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[_____[ ], Class A-2a A-2[-A] Notes for original issue in an aggregate principal amount of $[_____[ ], [Class A-2b Notes for original issue in an aggregate principal amount of $[_____], Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class A-2-B Notes for original issue in an aggregate principal amount of $[____________],] Class A-3 Notes for original issue in an aggregate principal amount of $[ ], Class A-4 Notes for original issue in an aggregate principal amount of $[ ], Class B Notes for original issue in an aggregate principal amount of $[ ], Class C Notes for original issue in an aggregate principal amount of $[ ], and Class D Notes for original issue in an aggregate principal amount $[ ]. The aggregate principal amount of Class A-1 Notes, Class A-2a A-2[-A] Notes, [Class A-2b A-2-B Notes, ,] Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class B D Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 [1,000] and in integral multiples of $1,000 [1,000] in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $[1,000]). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, 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 the Owner Trustee, as provided in the Owner Trust Agreement by any of its the Owner Trustee's 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 Owner Trustee shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $[_____]___ of Class X- 0 Xxxxx, Class A-2a Notes for original issue in an aggregate principal amount of (xx) $[_____]___ of Class A-2 Notes, Class A-2b Notes for original issue in an aggregate principal amount of (iii) $[_____], ___ of Class A-3 Notes for original issue in an aggregate principal amount of and (iv) $[_____], ___ of Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 and in integral multiples of $1,000 in excess thereof (thereof, except for that one Note of each class which Class may be issued in a denomination other than an integral multiple of $1,000)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 in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver for original issue (i) Class A-1 Notes for original issue in an aggregate principal amount of $[_____[ ], (ii) Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____[ ], (iii) Class A-2b A-3 Notes for original issue in an aggregate principal amount of $[_____[ ], (iv) Class A-3 A-4 Notes for original issue in an aggregate principal amount of $[_____[ ], (v) Class A-4 B Notes for original issue in an aggregate principal amount of $[_____] and [ ], (vi) Class B C Notes for original issue in an aggregate principal amount of $[_____[ ], (vii) Class D Notes in an aggregate principal amount of $[ ] and (viii) Class E Notes in an aggregate principal amount of $[ ]. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may be issued with respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C Notes and in a the minimum denomination other than an integral multiple of $1,000)500,000 and in integral multiples of $1,000 in excess thereof with respect to the Class D Notes and the Class E 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 Order authenticate and deliver the Class A-1 A‑1 Notes for original issue in an aggregate principal amount of $[_____], the Class A-2a A‑2[a] Notes for original issue in an aggregate principal amount of $[_____], [the Class A-2b A‑2b Notes for original issue in an aggregate principal amount of $[_____], ,] the Class A-3 Notes for original issue in an aggregate principal amount of $[_____], the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and the Class B Notes for original issue in an aggregate principal amount of $[_____]. The aggregate principal amount of the Class A-1 A‑1 Notes, the Class A-2a A‑2[a] Notes, [the Class A-2b Notes, ,] the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The [Class A] Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one thereof. Each Note shall be dated the date of each class which may be issued in a denomination other than an integral multiple of $1,000)its authentication. 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 included in Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable, 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 by the Owner Trustee on behalf of the Issuer by any of its Authorized OfficersIssuer. 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 Issuer, notwithstanding that any such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount amounts of the Notes: (i) $[_____]_____] of Class A-1 Notes, Class A-2a Notes for original issue in an aggregate principal amount of (ii) $[_____]_____] of Class A-2a Notes, Class A-2b Notes for original issue in an aggregate principal amount of (iii) $[_____]_____] of Class A-2b Notes, Class A-3 Notes for original issue in an aggregate principal amount of (iv) $[_____]_____] of Class A-3 Notes, Class A-4 Notes for original issue in an aggregate principal amount of (v) $[__________] of Class A-4 Notes and Class B Notes for original issue in an aggregate principal amount of (vi) $[_____]_____] of Class B Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amounts, except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in book-entry form in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for thereof; provided, however, that on the Closing Date, one Class A‑1 Note, one Class A-2a Note, one Class A-2b Note, one Class A-3 Note, one Class A-4 Note of each class which and one Class B Note may be issued in a denomination other than an integral multiple that includes any remaining portion of $1,000the Initial Class A-1 Note Balance, the Initial Class A-2a Note Balance, the Initial Class A-2b Note Balance, the Initial Class A-3 Note Balance, the Initial Class A-4 Note Balance and the Initial Class B Note Balance (each, a “Residual Note”). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of an Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[_____]________, Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____]___, Class A-3 Notes for original issue in an aggregate principal amount of $[_____]________, Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and ________, Class B Notes for original issue in an aggregate principal amount of $[_____]________, Class C Notes in an aggregate principal amount of $_____________ and Class D Notes in an aggregate principal amount of $_____________. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class B D Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 10,000 and in integral multiples of $1,000 1 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)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 an Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[_____]equal to the Initial Class A-1 Principal Balance, Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____], equal to the Initial Class A-2b Notes for original issue in an aggregate principal amount of $[_____]A-2 Principal Balance, Class A-3 Notes for original issue in an aggregate principal amount of $[_____]equal to the Initial Class A-3 Principal Balance, Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]. The aggregate principal amount of equal to the Initial Class A-1 NotesB Principal Balance, Class A-2a NotesC Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class A-2b Notes, D Notes for original issue in an aggregate amount equal to the Initial Class A-3 Notes, D Principal Balance and a Class A-4 Notes and E Note for original issue in an aggregate amount equal to the Initial Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06E Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum initial denominations of $1,000 500,000 and in integral multiples of $1,000 in excess thereof (except for thereof; provided, however, that one Note of each class which Class may be issued in a denomination other than an integral multiple of $1,000)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 Indenture Trustee shall upon receipt of an Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[_____]equal to the Initial Class A-1 Principal Balance, Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____]equal to the Initial Class A-2 Principal Balance, Class A-2b Notes for original issue in an aggregate principal amount of $[_____], Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]. The aggregate principal amount of equal to the Initial Class A-1 NotesB Principal Balance, Class A-2a NotesC Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class A-2b NotesD Notes for original issue in an aggregate amount equal to the Initial Class D Principal Balance, Class A-3 Notes, E Notes for original issue in an aggregate amount equal to the Initial Class A-4 Notes E Principal Balance and a Class B Notes outstanding at any time may not exceed such respective amounts except as provided F Note for original issue in Section 2.06an aggregate amount equal to the Initial Class F Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum initial denominations of $1,000 500,000 and in integral multiples of $1,000 in excess thereof (except for thereof; provided, however, that one Note of each class which Class may be issued in a denomination other than an integral multiple of $1,000)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 Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver for original issue (i) Class A-1 Notes for original issue in an aggregate principal amount of $[_______________], (ii) Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_______________], (iii) Class A-2b A-3 Notes for original issue in an aggregate principal amount of $[_______________], (iv) Class A-3 A-4 Notes for original issue in an aggregate principal amount of $[_______________], (v) Class A-4 B Notes for original issue in an aggregate principal amount of $[_______________], (vi) Class C Notes in an aggregate principal amount of [_______________], (vii) Class D Notes in an aggregate principal amount of [_______________] and (viii) Class B E Notes for original issue in an aggregate principal amount of $[___________]. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may or in such other denomination as shall be issued in a denomination other than an integral multiple of $1,000)necessary. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[_____]341,000,000, Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____]390,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $[_____]469,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and 181,940,000, Class B Notes for original issue in an aggregate principal amount of $[_____]27,670,000 and Class C Notes for original issue in an aggregate principal amount of $42,620,000. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes, the Class B Notes and the Class B C Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000). 10 (2012-B Indenture) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

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

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

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

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $[____________], Class A-2a A-2 Notes for original issue in an the aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_______], Class A-3 Notes for original issue in an the aggregate principal amount of $[____________], Class A-4 Notes for original issue in an the aggregate principal amount of $[____________], Class A-5 Notes for original issue in the aggregate principal amount of $[____________] and Class B Notes for original issue in an the aggregate principal amount of $[____________]. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class A-5 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Class A Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 and in integral multiples of $1,000 in excess thereof, the Class B Notes shall be issuable as registered Notes in the minimum denomination of $25,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $[_____], Class A-2a Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____]___ of Class A-1 Notes, Class A-3 Notes for original issue in an aggregate principal amount of (ii) $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]___ of Class A-2 Notes, (iii) $__________________ of Class A-3 Notes, (iv) $__________________ of Class A-4 Notes, (v) $__________________ of Class B Notes, (vi) $__________________ of Class C Notes and (vii) $__________________ of Class D Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class B D Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 __________________ and in integral multiples of $1,000 __________________ in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)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 an Issuer Order authenticate and deliver Class A-1 A-PT Notes for original issue in an aggregate principal amount of $[_____]equal to the Initial Class A-PT Principal Balance, Class A-2a A-1A Notes for original issue in an aggregate principal amount of $[_____]equal to the Initial Class A-1A Principal Balance, Class A-2b A-1B Notes for original issue in an aggregate principal amount of $[_____]equal to the Initial Class A-1B Principal Balance, Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]. The aggregate principal amount of equal to the Initial Class A-1 NotesB Principal Balance, Class A-2a NotesC Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class A-2b NotesD Notes for original issue in an aggregate amount equal to the Initial Class D Principal Balance, Class A-3 Notes, E Notes for original issue in an aggregate amount equal to the Initial Class A-4 Notes E Principal Balance and Class B F Notes outstanding at any time may not exceed such respective amounts except as provided for original issue in Section 2.06an aggregate amount equal to the Initial Class F Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable issued as registered Notes in the minimum initial denominations of $1,000 250,000 (provided that the Class E Notes will be issued in minimum initial denominations of $1,000,000) and in integral multiples of $1,000 in excess thereof (except for thereof; provided however that one Note of each class which Class may be issued in a denomination other than an integral multiple of $1,000)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 Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $[_____]___ of Class A-1 Notes, Class A-2a Notes for original issue in an aggregate principal amount of (ii) $[_____]___ of Class A-2 Notes, Class A-2b Notes for original issue in an aggregate principal amount of (iii) $[_____], ____ of Class A-3 Notes for original issue in an aggregate principal amount of Notes, (iv) $[_____], ____ of Class A-4 Notes for original issue in an aggregate principal amount of Notes, (v) $[_____] and ____ of Class B Notes for original issue in an aggregate principal amount of Notes, (vi) $[_____]____ of Class C Notes and (vii) $_________ of Class D Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class B D Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)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 Officers. The signature of any such 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 of the Issuer Owner Trustee shall bind the Issuer, notwithstanding that any such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount amounts of $[_____], Class A-2a Notes for original issue in an aggregate principal amount of $[_____], Class A-2b Notes for original issue in an aggregate principal amount of $[_____], Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of the Notes: (i) $[_____] and of Class B Notes for original issue in an aggregate principal amount of A-1 Notes, (ii) $[_____]] of Class A-2 Notes, (iii) $[_____] of Class A-3 Notes, and (iv) $[_____] of Class A-4 Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in book-entry form in minimum denominations of $1,000 100,000 and in integral multiples of $1,000 in excess thereof (except for thereof; provided, however, that on the Closing Date, one Class A-1 Note, one Class A-2 Note, one Class A-3 Note of each class which and one Class A-4 Note may be issued in a denomination other than an integral multiple that includes any remaining portion of $1,000)the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial A-3 Note Balance and the Initial A-4 Note Balance, respectively. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Order Order, authenticate and deliver for original issue (i) Class A-1 Notes for original issue in an aggregate principal amount of $[___________], (ii) Class A-2a A-2 Notes for original issue in an aggregate principal amount of $[___________], (iii) Class A-2b A-3 Notes for original issue in an aggregate principal amount of $[___________], (iv) Class A-3 A-4 Notes for original issue in an aggregate principal amount of $[___________], (iv) Class A-4 B Notes for original issue in an aggregate principal amount of $[_____] and ______], (v) Class B C Notes for original issue in an aggregate principal amount of $[___________] and (vi) Class D Notes in an aggregate principal amount of $[___________]. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denominations denomination of $1,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000)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.