Common use of Execution, Authentication and Delivery Clause in Contracts

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________. Each Class of Notes shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officersthe Owner Trustee, as provided herein. 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. . (b) The Indenture Trustee shall shall, upon receipt of an Issuer Request Order, authenticate and deliver Notes for original issue Notes in an the amount of the 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 B Note Balance. The aggregate initial principal amount of $_________the Notes outstanding at any time may not exceed such respective amounts, except as otherwise provided in Section 2.05. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Notes will , except that one Note of each Class may be evidenced by issued in a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. different denomination. (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 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 Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Issuing Entity shall bind the IssuerIssuing Entity, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Issuing Entity Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format as registered Notes and the Notes shall be issuable in the minimum initial Note Security Balances of $25,000 100,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Issuing Entity shall bind the IssuerIssuing Entity, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $___________. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format as registered Notes and the Notes shall be issuable in the minimum initial Note Security Balances of $25,000 100,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Responsible Officers. The signature of any such Authorized Responsible Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Responsible Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of an Issuer Request Order authenticate and deliver the Notes for original issue in an aggregate initial principal amount of $_________equal to the Initial Note Principal Balance. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable issued in book-entry format and shall be issuable fully registered form in the minimum initial Note Balances of $25,000 denominations equal to the applicable Minimum Denomination and in integral multiples of $1 1,000 in excess thereof. The Physical Notes will ; provided that one Note may be evidenced by issued in a physical, fully registered Note transferable through the facilities smaller multiple in excess of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. 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 Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Issuing Entity shall bind the IssuerIssuing Entity, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Issuing Entity Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________. Each Class of Notes shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________130,000,000.00. Each Class The Notes that are authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer on the Closing Date shall be dated March 25, 1998. All other Notes that are authenticated after the Closing Date shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format as registered Notes 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. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any the time of signature Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon an Issuer Request Order authenticate and deliver the Notes for original issue in an aggregate initial principal amount of up to $_________125,000,000. Each Class The Outstanding Amount of Notes shall be dated at any time may not exceed the date aggregate of its authenticationsuch amounts except as provided in Section 2.5. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 greater whole-dollar denominations in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note of authentication shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Responsible Officers. The signature of any such Authorized Responsible Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Responsible Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of an Issuer Request Order authenticate and deliver the Notes for original issue in an aggregate initial principal amount of $_________up to the Commitment Amount. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable issued in book-entry format and shall be issuable fully registered form in the minimum initial Note Balances of $25,000 denominations equal to the applicable Minimum Denomination and in integral multiples of $1 1,000 in excess thereof. The Physical Notes will ; provided that one Note may be evidenced by issued in a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereofdifferent 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 Request Order, authenticate and deliver Notes for original issue (i) Class A-1 Notes in an aggregate initial principal amount of $_________[ ], and (ii) Class A-2 Notes in an aggregate principal amount of $[ ]. The aggregate principal amount of Class A-1 Notes, and Class A-2 Notes Outstanding at any time may not exceed such respective amounts, except as otherwise provided in Section 2.05. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 500,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes A Note bearing the manual or facsimile signature of individuals an individual who were was at any time an Authorized Officers Officer of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices office prior to the authentication and delivery of such Notes Note or did not hold such offices office at the date of such NotesNote. The Indenture Trustee shall upon receipt of an Issuer Request Order authenticate and deliver the Notes for original issue in an aggregate initial principal amount of $_________equal to the Initial Principal Balance. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denominations of $25,000 500,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Notes will ; provided, however, that one Note may be evidenced by issued in a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereofdifferent denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall -------------------------------------- be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $(______________). The aggregate principal amount of Notes outstanding at any time may not exceed $(_____________). Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Security Balances of $25,000 (________) and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 (______) in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________91,861,000 with respect to the Class A-1 Notes, $29,743,000 with respect to the Class A-2 Notes, $43,353,000 with respect to the Class A-3 Notes and $72,434,000 with respect to the Class A-4 Notes. Each Class of The Notes shall be dated the date of its their authentication. The Book-Entry Notes shall be issuable in book-entry format and as registered Notes. The Notes shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 100,000 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 by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer Trust by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual original or facsimile. Notes bearing the manual original or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Trust shall bind the IssuerTrust, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee Trustee, upon receipt of a written Delivery Order from the Trust, shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $__________. The Notes outstanding at any time may not exceed such amounts except as provided in Section 2.6. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on attached to such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon attached to any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Subject to Section 2.11, the Notes shall be Book-Entry Notes.

Execution, Authentication and Delivery. (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 original or facsimile. . (b) Notes bearing the manual original or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. . (c) The Indenture Trustee shall upon receipt of the Note Policy and Issuer Request Order for authentication and delivery, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________. 62,589,505. (d) Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes Rule 144A Note shall be issuable in book-entry format and shall be issuable as registered Note in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1.00 in excess thereof. The Physical Definitive Notes will be evidenced by a physical, fully registered issued in exchange for interests in the Rule 144A Global Note transferable through in accordance with the facilities provisions of the Note Registrar and this Indenture shall be issuable as registered notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1,000 (except, with respect to each Noteholder, for one Note which may be issued in excess thereof. a denomination other than an integral multiple of $100,000). (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on attached to such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon attached to any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. (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 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 on the date of such Notes. . (c) The Indenture Trustee shall shall, upon Issuer Request Order, authenticate and deliver the Class A Notes and the Class B Notes for original issue in an aggregate initial principal amount of $_________159,036,000 and $4,819,000, respectively. The Class A Note Balance and the Class B Note Balance at any time may not exceed such respective amounts except as provided in this Indenture. (d) Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable as registered Notes in book-entry format and shall be issuable in the minimum initial Note Balances denominations of $25,000 250,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. . (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 upon Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________1,530,280,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Class A Notes shall be issuable in book-entry format and shall be issuable as registered Class A Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Class B Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable as registered Class B Notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall -------------------------------------- be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________1,539,167,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Class A Notes shall be issuable in book-entry format and shall be issuable as registered Class A Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Class B Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable as registered Class B Notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any Authorized Officer of its Authorized Officersthe Owner Trustee. 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 Indenture 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 Issuer Request Order, authenticate and deliver the Notes for original issue in an the aggregate initial principal or notional amounts with respect to each Class as specified below: The aggregate principal amounts of such Classes of Notes outstanding at any time may not exceed such respective amounts. The Notes will each be issued in minimum principal amount of $_________. Each Class of Notes shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable in the minimum initial Note Balances denominations of $25,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver the denominated Notes for original issue in an aggregate initial principal amount of $_________[ ]. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable as registered notes in book-entry format and shall be issuable in the minimum initial Note Balances denominations of $25,000 100,000 and in integral multiples additional increments of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof1,000. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officersthe Owner Trustee. The signature of any such Authorized Officer authorized officer of the Owner Trustee on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of an Issuer Request Order authenticate and deliver the denominated Notes for original issue in an aggregate initial principal amount of $__________. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable as registered notes in book-entry format and shall be issuable in the minimum initial Note Balances denominations of $25,000 100,000 and in integral multiples additional increments of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof1,000. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________1,200,000,000. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable as registered Notes, and the Notes shall be issuable in book-entry format and shall be issuable in the minimum initial Note Balances denominations of $25,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of the Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of up to $_________200,000,000. The aggregate principal amount of Notes outstanding at any time may not exceed that amount. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable issued in book-entry format and shall be issuable in the minimum initial Note Balances of $25,000 denominations and in such integral multiples as are necessary to comply with the terms of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through this Agreement and the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereofRelated Documents. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any Authorized Officer of its Authorized Officersthe Owner Trustee or the Administrator. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Owner Trustee or the Administrator shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Request Order, authenticate and deliver the Notes for original issue in an the Initial Note Principal Amount of $650,071,000. The aggregate initial principal amounts of the Notes at any time may not exceed such amount. The Notes will be issued in minimum principal amount denominations of $_________. Each Class of Notes shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format 250,000 and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. (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. 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 they may have ceased to hold such their offices prior to before the authentication and delivery of such the Notes or did not hold such their offices at the date of such the Notes. . (b) The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Notes for original issue the Notes in an the amounts reflected in the Adoption Annex. The aggregate initial principal amount of $_________Notes outstanding at any time may not exceed those amounts except as provided in Section 2.04. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 [_____] and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. [_____] above that. (c) No Note shall be entitled to any benefit under this Indenture or be a valid or obligatory obligation of the Issuer for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein appears on it executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such . A certificate upon of authentication on any Note shall be conclusive evidence, and the only evidence, that such Note it has been duly authenticated and delivered hereunderunder this Indenture.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any the time of execution of such Notes Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Request written order of the Issuer, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________525,000,000, comprising $300,000,000 principal amount of Class A-1 Notes and $225,000,000 principal amount of Class A-2 Notes. The Trustee shall be entitled to rely upon such written order as authority to so authenticate and deliver the Notes without further inquiry of any Person. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable Beneficial interests in the Notes may be purchased in minimum initial Note Balances denominations of $25,000 500,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________2,025,473,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Class A Notes shall be issuable in book-entry format and shall be issuable as registered Class A Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Class B Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable as registered Class B Notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Request written order of the Transferor, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________[amount]. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.05. The Indenture Trustee shall be entitled to rely upon such written order as authority to so authenticate and deliver the Notes without further inquiry of any Person. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall -------------------------------------- be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________2,054,482,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Class A Notes shall be issuable in book-entry format and shall be issuable as registered Class A Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Class B Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable as registered Class B Notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver the Class A Notes for original issue in an aggregate initial principal amount Class A Note Principal Balance of $_________90,000,000. Each Class of The Notes shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format as registered Notes and the Notes shall be issuable in the minimum initial Class A Note Balances of $25,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities Principal Balance of the Note Registrar and shall be issuable in the minimum initial Note Balances Class A Notes of $25,000 and in integral multiples of $1 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any Authorized Officer of its Authorized Officersthe Owner Trustee or the Administrator. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Owner Trustee or the Administrator shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Request Order, authenticate and deliver the Notes for original issue in an the Initial Note Principal Amount of (i) with respect to the Class A Notes, $496,786,000, (ii) with respect to the Class M1 Notes, $2,509,000 and (iii) with respect to the Class M2 Notes, $2,509,000. The aggregate initial principal amounts of the Notes of each such Class Outstanding at any time may not exceed such amounts. The Notes will be issued in minimum principal amount denominations of $_________. Each Class of Notes shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format 100,000 and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________1,532,453,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Class A Notes shall be issuable in book-entry format and shall be issuable as registered Class A Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Class B Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable as registered Class B Notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________. Each Class The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Note shall be dated the date of its authentication. The Book-Entry Class A Notes shall be issuable in book-entry format and shall be issuable as registered Class A Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Class B Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable as registered Class B Notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $[______________]. The aggregate principal amount of Notes outstanding at any time may not exceed $[-------------]. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Security Balances of $25,000 [________] and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 [______] in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $[______________]. The aggregate principal amount of Notes outstanding at any time may not exceed $[_____________]. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Security Balances of $25,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf by an authorized representative of the Issuer by any of its Authorized OfficersIssuer. The signature of any such Authorized Officer authorized representative on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers authorized representatives of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of [the Policy and] the Issuer Request Order, authenticate and deliver the Notes for original issue in an aggregate initial principal amount of $_________. Each Class of Notes shall be dated the date of its authentication______. The Book-Entry Notes outstanding at any time may not exceed such amounts except as provided in Section 2.5. The Notes shall be issuable as registered Notes in book-entry format minimum denominations of one hundred thousand dollars ($100,000) and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of one thousand dollars ($1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000) in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee Securities Administrator shall upon Issuer Request authenticate and deliver the Notes for original issue in an aggregate initial principal amount of $_________801,075,000. The Notes shall have the following Initial Note Balances: Each Class of the Notes shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format as registered Notes and the Notes shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. The Physical ; provided that Offered Notes will must be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable purchased in the minimum initial Note Balances total investments of $25,000 and in integral multiples of $1 in excess thereof100,000 per Class. 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 Debtor by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Debtor shall bind the IssuerDebtor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall Collateral Agent shall, upon Issuer Request receipt of the Debtor Order, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________. Each Class of Notes shall be dated the date of its authentication500,000,000. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000,000 and in integral multiples thereof (except for one Note which may be issued in a denomination other than an integral multiple of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof1,000,000). No Note shall be entitled to any benefit under this Indenture Security Agreement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee Collateral Agent by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any Authorized Officer of its Authorized Officersthe Owner Trustee or the Administrator. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Owner Trustee or the Administrator shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Request Order, authenticate and deliver the Notes for original issue in an the aggregate initial note principal amount of $[_________. Each Class of Notes shall be dated the date of its authentication]. The Book-Entry aggregate principal amounts of the Notes shall be issuable in book-entry format and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereofoutstanding at any time may not exceed such amount. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable issued in the minimum initial Note Balances principal amount denominations of $25,000 250,000 and in integral multiples of $1 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any Authorized Officer of its Authorized Officersthe Owner Trustee or the Administrator. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Owner Trustee or the Administrator shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Request Order, authenticate and deliver the Notes for original issue in an the Original Note Principal Amount of (i) with respect to the Class A Notes, $417,199,000, (ii) with respect to the Class M1 Notes, $4,554,000 and (iii) with respect to the Class M2 Notes, $7,156,000. The aggregate initial principal amounts of the Notes of each such Class Outstanding at any time may not exceed such amounts. The Notes will be issued in minimum principal amount denominations of $_________. Each Class of Notes shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format 250,000 and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver each Class of Notes for original issue in an aggregate initial principal amount equal to the Initial Note Principal Balance for such Class of $_________Notes. Each Class of the Notes shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format as registered Notes and shall be issuable in the minimum initial Note Principal Balances of $25,000 100,000 and in integral multiples of $1 in excess thereof, except with respect to the Class II-A Notes. The Physical Class II-A Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Principal Balances of $25,000 100,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________117,711,000 with respect to the Class A-1 Notes, $16,628,000 with respect to the Class A-2 Notes, $61,528,000 with respect to the Class A-3 Notes and $76,826,000 with respect to the Class A-4 Notes. Each Class of The Notes shall be dated the date of its their authentication. The Book-Entry Notes shall be issuable in book-entry format and as registered Notes. The Notes shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 100,000 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 by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon its receipt of an Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________63,047,000. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________335,668,538. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format as registered Notes and shall be issuable in the minimum initial Note Security Balances of $25,000 1,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through except for one Note, evidencing the facilities sum of an authorized denomination thereof and the remainder of the Note Registrar and shall be issuable in aggregate Security Balance of the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereofNotes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer Debtor by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Debtor shall bind the IssuerDebtor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall Collateral Agent shall, upon Issuer Request receipt of the Debtor Order, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________. Each Class of Notes shall be dated the date of its authentication650,000,000. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000,000 and in integral multiples thereof (except for one Note which may be issued in a denomination other than an integral multiple of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof1,000,000). No Note shall be entitled to any benefit under this Indenture Security Agreement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee Collateral Agent by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Request Order, authenticate and deliver Class A-1 Notes for original issue in an aggregate initial principal amount of $___________ and Class A-2 Notes for original issue in the aggregate principal amount of ________________. The aggregate principal amount of Class A-1 Notes and Class A-2 Notes outstanding at any time may not exceed such amounts except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof1,000). No Note shall be entitled to any benefit under this Indenture Indenture, or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver each Class of Notes for original issue in an aggregate initial principal amount equal to the Initial Note Principal Balance for such Class of $_________Notes. Each Class of the Notes shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format as registered Notes and shall be issuable in the minimum initial Note Principal Balances of $25,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 100,000 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 by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Request Order, authenticate and deliver Notes for original issue (i) Class A-1 Notes in an aggregate initial principal amount of $_________[ ], and (ii) Class A-2 Notes in an aggregate principal amount of $[ ]. The aggregate principal amount of Class A-1 Notes and Class A-2 Notes Outstanding at any time may not exceed such respective amounts, except as otherwise provided in Section 2.05. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate amount equal to the Initial Aggregate Note Balance. The Class I-A-1, Class II-A-1 and Class II-A-2 Notes shall have initial principal amount or notional amounts of $_________the Initial Class I-A-1 Note Balance, Initial Class II-A-1 Note Balance and Initial Class II-A-2 Note Balance, respectively. Each Class of Notes Note shall be dated the date of its authentication. The Notes shall be issuable as registered Book-Entry Notes, and the Notes shall be issuable in book-entry format and shall be issuable in the minimum initial Note Balances denominations of $25,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. (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 original or facsimile. . (b) Notes bearing the manual original or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. . (c) The Indenture Trustee shall upon receipt of the Note Policy and Issuer Request Order for authentication and delivery, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________. 81,000,002. (d) Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes Rule 144A Note shall be issuable in book-entry format and shall be issuable as registered Note in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 in excess thereof. The Physical Definitive Notes will be evidenced by a physical, fully registered issued in exchange for interests in the Rule 144A Global Note transferable through in accordance with the facilities provisions of the Note Registrar and this Indenture shall be issuable as registered notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1,000 (except for one Note which may be issued in excess thereof. a denomination other than an integral multiple of $100,000). (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on attached to such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon attached to any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (f) It is expected that the delivery of the Notes will be made on September 27, 2000.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________1,268,599,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Class A Notes shall be issuable in book-entry format and shall be issuable as registered Class A Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Class B Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable as registered Class B Notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any the time of execution of such Notes Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Request written order of the Issuer, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________335,690,000, comprising $235,690,000 principal amount of Class A-1 Notes and $100,000,000 principal amount of Class A-2 Notes. The Trustee shall be entitled to rely upon such written order as authority to so authenticate and deliver the Notes without further inquiry of any Person. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable Beneficial interests in the Notes may be purchased in minimum initial Note Balances denominations of $25,000 500,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Class A-1 Notes for original issue in an aggregate initial principal amount of $____________ and Class A-2 Notes for original issue in the aggregate principal amount of _________________. The aggregate principal amount of Class A-1 Notes and Class A-2 Notes outstanding at any time may not exceed such amounts except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 [1,000] and in integral multiples thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof1,000). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any an authorized representative of its Authorized Officersthe Owner Trustee. The signature of any such Authorized Officer authorized representative on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers authorized representatives of the Issuer 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 [the Policy and] the Issuer Request Order, authenticate and deliver the Notes for original issue in an aggregate initial principal amount of $_________. Each Class of Notes shall be dated the date of its authentication______. The Book-Entry Notes outstanding at any time may not exceed such amounts except as provided in Section 2.5. The Notes shall be issuable as registered Notes in book-entry format minimum denominations of one hundred thousand dollars ($100,000) and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of one thousand dollars ($1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000) in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any the time of execution of such Notes Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Request written order of the Issuer, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________455,000,000, comprising $375,000,000 principal amount of Class A-1 Notes, and $80,000,000 principal amount of Class A-2 Notes. The Trustee shall be entitled to rely upon such written order as authority to so authenticate and deliver the Notes without further inquiry of any Person. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable beneficial interests in the Notes may be purchased in minimum initial Note Balances denominations of $25,000 500,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee Administrator shall upon receipt of an Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable as registered notes in book-entry format and shall be issuable in the minimum initial Note Balances denominations of $25,000 ________ and in integral multiples additional increments of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof________. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee 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 the Authorized OfficersOfficers of the Owner Trustee. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount $1,144,423,000. The aggregate principal amount of Notes outstanding at any time may not exceed $_________1,144,423,000. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denominations of $25,000 100,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Notes will ; provided, however, that one Note may be evidenced by issued in a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereofdifferent 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 Issuer Request written order of the Transferor, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________[amount]. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.05. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________1,000,000,000. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format as registered Notes and shall be issuable in the minimum initial Note Balances denominations of $25,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________753,650,000. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format as registered Notes and shall be issuable in the minimum initial Note Security Balances of $25,000 1,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through except for one Note, evidencing the facilities sum of an authorized denomination thereof and the remainder of the Note Registrar and shall be issuable in aggregate Security Balance of the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereofNotes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes -------------------------------------- shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________1,535,721,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Class A Notes shall be issuable in book-entry format and shall be issuable as registered Class A Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Class B Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable as registered Class B Notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________405,000,000. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format as registered Notes and shall be issuable in the minimum initial Note Security Balances of $25,000 1,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through except for one Note, evidencing the facilities sum of an authorized denomination thereof and the remainder of the Note Registrar and shall be issuable in aggregate Security Balance of the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereofNotes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________275,000,000. The Class A-I-1 Notes, Class A-I-2 Notes, Class A-II-1 Notes and Class A-II-2 Notes shall have initial principal amounts of $55,140,000, $172,718,000, $11,543,000 and $35,599,000, respectively. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable as registered Notes, and the Notes shall be issuable in book-entry format and shall be issuable in the minimum initial Note Balances denominations of $25,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer Debtor by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Debtor shall bind the IssuerDebtor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall Collateral Agent shall, upon Issuer Request receipt of the Debtor Order, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________. Each Class of Notes shall be dated the date of its authentication500,000,000. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000,000 and in integral multiples thereof (except for one Note which may be issued in a denomination other than an integral multiple of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof1,000,000). No Note shall be entitled to any benefit under this Indenture Security Agreement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee Collateral Agent by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________62,036,000. Each Class The Notes that are authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer on the Closing Date shall be dated June 25, 1998. All other Notes that are authenticated after the Closing Date shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format as registered Notes 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. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall -------------------------------------- be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________994,050,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall -------------------------------------- be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________1,534,023,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Class A Notes shall be issuable in book-entry format and shall be issuable as registered Class A Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Class B Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable as registered Class B Notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. (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 original or facsimile. . (b) Notes bearing the manual original or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. . (c) The Indenture Trustee shall upon receipt of the Note Policy and Issuer Request Order for authentication and delivery, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________. 64,552,198. (d) Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes Rule 144A Note shall be issuable in book-entry format and shall be issuable as registered Note in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1.00 in excess thereof. The Physical Definitive Notes will be evidenced by a physical, fully registered issued in exchange for interests in the Rule 144A Global Note transferable through in accordance with the facilities provisions of the Note Registrar and this Indenture shall be issuable as registered notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1,000 (except, with respect to each Noteholder, for one Note which may be issued in excess thereof. a denomination other than an integral multiple of $100,000). (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on attached to such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon attached to any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (f) It is expected that the delivery of the Notes will be made on or about March 19, 2002.

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 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 on the date of such Notes. . (c) The Indenture Trustee shall shall, upon Issuer Request Order, authenticate and deliver the Notes for original issue in an aggregate initial principal amount of $_________167,969,000. The Note Balance at any time may not exceed such amount except as provided in this Indenture. (d) Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable as registered Notes in book-entry format and shall be issuable in the minimum initial Note Balances denominations of $25,000 250,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. . (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 Authorized Officer of its Authorized Officersthe Owner Trustee or the Administrator. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Owner Trustee or the Administrator shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Request Order, authenticate and deliver the Notes for original issue in an the Original Note Principal Amount of (i) with respect to the Class A Notes $259,500,000.00, (ii) with respect to the Class M1 Notes, $3,358,000.00 and (iii) with respect to the Class M2 Notes, $3,089,000.00. The aggregate initial principal amounts of the Notes of each such Class Outstanding at any time may not exceed such amounts. The Notes will be issued in minimum principal amount denominations of $_________. Each Class of Notes shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format 250,000 and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be ----------------------------------------- executed on behalf of the Issuer Trust by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual original or facsimile. Notes bearing the manual original or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Trust shall bind the IssuerTrust, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee Trustee, upon receipt of a written Issuer Order, shall upon Issuer Request authenticate and deliver the Notes for original issue in an aggregate initial principal amount of $_________669,000,000. The Notes outstanding at any time may not exceed such amounts except as provided in Section 2.4. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on attached to such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon attached to any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Subject to Section 2.11, the Notes shall be Book-Entry Notes.

Execution, Authentication and Delivery. The (a) A Responsible Officer of the Issuer will execute the Notes shall be executed on behalf of the Issuer by any of its Authorized OfficersIssuer. 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 an individual who were at any time Authorized Officers was a Responsible Officer of the Issuer shall will bind the Issuer, notwithstanding that such individuals or any of them have individual has ceased to hold such offices prior to office before the authentication and delivery of such Notes or did not hold such offices office at the date of issuance of such Notes. . (b) The Indenture Trustee shall will, upon Issuer Request Order, authenticate and deliver the Notes for original issue in an aggregate at the Note Rate and with the initial principal amount of $_________Class A Note Balance as set forth below. Each Note Note Rate Initial Class of A Note Balance Class A Note 3.13 % $ 105,000,000 (c) The Notes shall will initially be dated the date of its authenticationissued as Definitive Notes. The Book-Entry Notes shall will be issuable in book-entry format and shall be issuable in the minimum initial Note Balances denominations of $25,000 100,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Notes will Notwithstanding the foregoing, one Note may fail to be evidenced by a physical, fully registered in such minimum denominations due to the difference between such minimum denomination requirement and the initial Class A Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. Balance. (d) No Note shall will be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note it bears a certificate of authentication substantially in the form provided for herein in this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderunder this Indenture.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officersthe Owner Trustee. The signature of any such Authorized Officer authorized officer of the Owner Trustee on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee Administrator shall upon receipt of an Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $__________. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable as registered notes in book-entry format and shall be issuable in the minimum initial Note Balances denominations of $25,000 100,000 and in integral multiples additional increments of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof1,000. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee Administrator by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $______________. The aggregate principal amount of Notes outstanding at any time may not exceed $_________________. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Security Balances of $25,000 [________] and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 ______ in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes -------------------------------------- shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________1,531,213,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Class A Notes shall be issuable in book-entry format and shall be issuable as registered Class A Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Class B Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable as registered Class B Notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall -------------------------------------- be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________1,535,876,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Class A Notes shall be issuable in book-entry format and shall be issuable as registered Class A Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Class B Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable as registered Class B Notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of Issuer Request Order, authenticate and deliver Notes the Notes, each for original issue in an aggregate initial principal amount of $_________. Each Class of Notes shall be dated the date of its authenticationset forth in such Issuer Order. The Book-Entry Notes, outstanding at any time may not exceed such amounts except as provided in Section 12.7. The Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000,000 and in integral multiples thereof (except for one Note which may be issued in a denomination other than an integral multiple of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof1,000,000). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed by the Owner Trustee on behalf of the Issuer by any of its Authorized OfficersTrust. The signature of any such Authorized Officer authorized officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers authorized officers of the Issuer Owner Trustee shall bind the IssuerTrust, notwithstanding that any such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Request receipt of a Trust Order, authenticate and deliver Notes for original issue in an $513,000,000 aggregate initial principal amount of $_________Notes. The aggregate principal amount of the Notes outstanding at any time may not exceed such respective amount, except as provided in Section 2.05. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable as registered notes in book-entry format and shall be issuable form in the minimum initial Note Balances denominations of $25,000 100,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Notes will No Note may be evidenced by a physicalsold, fully registered Note transferable through the facilities pledged or otherwise transferred to any Person except in accordance with Section 2.04 and any attempted sale, pledge or transfer in violation of the Note Registrar and such Section shall be issuable in the minimum initial Note Balances of $25,000 null and in integral multiples of $1 in excess thereofvoid. 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. (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 original or facsimile. . (b) Notes bearing the manual original or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. . (c) The Indenture Trustee shall upon receipt of the Note Policy and Issuer Request Order for authentication and delivery, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________. 60,225,000. (d) Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes Rule 144A Note shall be issuable in book-entry format and shall be issuable as registered Note in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 in excess thereof. The Physical Definitive Notes will be evidenced by a physical, fully registered issued in exchange for interests in the Rule 144A Global Note transferable through in accordance with the facilities provisions of the Note Registrar and this Indenture shall be issuable as registered notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1,000 (except for one Note which may be issued in excess thereof. a denomination other than an integral multiple of $100,000). (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on attached to such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon attached to any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. (f) It is expected that the delivery of the Notes will be made on or about April 2, 2001.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________1,015,255,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Class A Notes shall be issuable in book-entry format and shall be issuable as registered Class A Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Class B Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable as registered Class B Notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Request Order, authenticate and deliver Notes for original issue (i) Class A-1 Notes in an aggregate initial principal amount of $[_________. _], (ii) Class Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Request Order, authenticate and deliver Notes for original issue (i) Class A-1 Notes in an aggregate initial principal amount of $_________. 221,000,000, (ii) Class Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver the denominated Notes for original issue in an aggregate initial principal amount of $_________2,604,010,000. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Floating Rate Notes shall be issuable as registered notes in book-entry format minimum denominations of $100,000 and additional increments of $1,000, and the Auction Rate Notes shall be issuable as registered notes in the minimum initial Note Balances denominations of $25,000 50,000 and in integral multiples additional increments of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof50,000. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of the Note Policy and Issuer Request Order authenticate and deliver Class A-1 Notes for original issue in an aggregate initial principal amount of ____________ and Class A-2 Notes for original issue in the aggregate principal amount of $____________. Class A-1 Notes and Class A-2 Notes outstanding at any time may not exceed such amounts except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof1,000). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its an Authorized OfficersOfficer, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Request Order, authenticate and deliver Notes for original issue the following initial Outstanding Amount of Notes: (i) $49,000,000 of Class A Notes and (ii) $10,000,000 of Class B Notes. The Outstanding Amount of Class A Notes and Class B Notes outstanding at any time may not exceed such respective amounts, except as otherwise provided in an aggregate initial principal amount of $_________Section 2.05. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as definitive, fully registered, physical certificates on the date of issuance in the minimum initial Note Balances denomination of $25,000 1,000,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual original or facsimile. Notes bearing the manual original or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Class A-2 Notes for original issue in an the aggregate initial principal amount of $_________77,669,000. The Class A-2 Notes outstanding at any time may not exceed such amounts except as provided in Section 2.6. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture Pooling Agreement or be valid or obligatory for any purpose, unless there appears on attached to such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon attached to any Note Notes shall be conclusive evidence, and the only evidence, that such Note has Notes have been duly authenticated and delivered hereunder. Subject to Section 3.10 of the Trust Agreement, the Notes shall be Book Entry Notes.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________1,993,095,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $[______________]. The aggregate principal amount of Notes outstanding at any time may not exceed $[_____________]. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Security Balances of $25,000 [________] and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 [______] in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer Debtor by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Debtor shall bind the IssuerDebtor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall Collateral Agent shall, upon Issuer Request receipt of the Debtor Order, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________. Each Class of Notes shall be dated the date of its authentication750,000,000. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000,000 and in integral multiples thereof (except for one Note which may be issued in a denomination other than an integral multiple of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof1,000,000). No Note shall be entitled to any benefit under this Indenture Security Agreement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee Collateral Agent by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial principal amount of $[_____________] with respect to the Class A-1 Notes, $[_____________] with respect to the Class A-2 Notes, $[_____________] with respect to the Class A-3 Notes and $[_____________] with respect to the Class A-4 Notes. Each Class of The Notes shall be dated the date of its their authentication. The Book-Entry Notes shall be issuable in book-entry format and as registered Notes. The Notes shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 100,000 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 by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________1,181,962,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Class A Notes shall be issuable in book-entry format and shall be issuable as registered Class A Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Class B Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable as registered Class B Notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall -------------------------------------- be executed on behalf of the Issuer Debtor by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Debtor shall bind the IssuerDebtor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall Collateral Agent shall, upon Issuer Request receipt of the Debtor Order, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________. Each Class of Notes shall be dated the date of its authentication750,000,000. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000,000 and in integral multiples thereof (except for one Note which may be issued in a denomination other than an integral multiple of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof1,000,000). No Note shall be entitled to any benefit under this Indenture Security Agreement or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee Collateral Agent by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual original or facsimile. Notes bearing the manual original or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate initial the principal amount of $_________317,044,000. The Notes outstanding at any time may not exceed such amount. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances denomination 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 attached to such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon attached to any Note Notes shall be conclusive evidence, and the only evidence, that such Note has Notes have been duly authenticated and delivered hereunder. Subject to Section 2.11, the Notes shall be Book Entry Notes.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________$ . --------------- The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Class A Notes shall be issuable in book-entry format and shall be issuable as registered Class A Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Class B Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable as registered Class B Notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall -------------------------------------- be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________2,937,600,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes -------------------------------------- shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________2,046,314,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Class A Notes shall be issuable in book-entry format and shall be issuable as registered Class A Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 1,000 in excess thereof. The Physical Class B Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable as registered Class B Notes in the minimum initial Note Balances denomination of $25,000 100,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Request written order of the Transferor, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________330,655,783. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.05. The Indenture Trustee shall be entitled to rely upon such written order as authority to so authenticate and deliver the Notes without further inquiry of any Person. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples thereof provided, however, that a single Note of any Class may be issued in a denomination of less than $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 in excess thereof1,000. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________2,474,750,000. The aggregate principal amount of Notes outstanding at any time may not exceed such amount except as provided in Section 2.5. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable as registered Notes in the minimum initial Note Balances denomination of $25,000 1,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any the time of execution of such Notes Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Request written order of the Issuer, authenticate and deliver Notes for original issue in an aggregate initial principal amount of $_________550,000,000, comprising $325,000,000 principal amount of Class A-1 Notes and $225,000,000 principal amount of Class A-2 Notes. The Trustee shall be entitled to rely upon such written order as authority to so authenticate and deliver the Notes without further inquiry of any Person. Each Class of Notes Note shall be dated the date of its authentication. The Book-Entry Notes shall be issuable in book-entry format and shall be issuable Beneficial interests in the Notes may be purchased in minimum initial Note Balances denominations of $25,000 500,000 and in integral multiples of $1 in excess thereof. The Physical Notes will be evidenced by a physical, fully registered Note transferable through the facilities of the Note Registrar and shall be issuable in the minimum initial Note Balances of $25,000 and in integral multiples of $1 1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.