Common use of General Title; General Limitations Clause in Contracts

General Title; General Limitations. Issuable in Series; Terms of a Series, Class or Tranche of Notes. (a) The aggregate Stated Principal Amount of Notes which may be authenticated and delivered and Outstanding under this Indenture is not limited. (b) The Notes may be issued in one or more Series, Classes or Tranches up to an aggregate Stated Principal Amount of Notes as from time to time may be authorized by the Issuer. All Notes of each Series, Class or Tranche under this Indenture will in all respects be equally and ratably entitled to the benefits hereof with respect to such Series, Class or Tranche without preference, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Principal Payment Date or Legal Maturity Date of the Notes of such Series, Class or Tranche, except as specified in the applicable Indenture Supplement for such Series, Class or Tranche of Notes. (c) Each Note issued must be part of a Series, Class and Tranche of Notes for purposes of allocations pursuant to the related Asset Pool Supplement and the related Indenture Supplement. A Series of Notes is created pursuant to an Indenture Supplement. A Class or Tranche of Notes is created pursuant to an Indenture Supplement or pursuant to a Terms Document related to the Indenture Supplement for the applicable Series. (d) Each Series of Notes will be secured by a particular Asset Pool. The related Indenture Supplement will identify the Asset Pool under which a Series of Notes has been issued. (e) Each Series of Notes may be assigned to a Group or Groups (now existing or hereafter created) of Notes for purposes of allocations of certain collections pursuant to Section 3.12, the related Asset Pool Supplement and the related Indenture Supplement. The related Indenture Supplement will identify the Group or Groups, if any, to which a Series of Notes has been assigned and the manner and extent to which Series in the same Group or Groups will share certain amounts. (f) Each Series of Notes may, but need not be, subdivided into multiple Classes. Notes belonging to a Class in any Series may be entitled to specified payment priorities over other Classes of Notes in that Series. (g) Notes of a Series that belong to different Classes in that Series belong to different Tranches on the basis of the difference in Class membership. (h) Each Class of Notes may consist of a single Tranche or may be subdivided into multiple Tranches. Notes of a single Class of a Series will belong to different Tranches if they have different terms and conditions. With respect to any Class of Notes, Notes which have identical terms, conditions and Tranche designation will be deemed to be part of a single Tranche of Notes. (i) Before the initial issuance of Notes of each Series, Class or Tranche, there shall also be established in or pursuant to an Indenture Supplement or pursuant to a Terms Document related to the applicable Indenture Supplement, provision for: (i) the Series designation; (ii) the Asset Pool designation; (iii) the Stated Principal Amount of the Notes; (iv) whether such Series belongs to any Group or Groups; (v) whether such Notes are of a particular Class of Notes or a Tranche of a Class of Notes; (vi) the Required Subordinated Amount (if any) for such Class or Tranche of Notes; (vii) the currency or currencies in which such Notes will be denominated and in which payments of principal of, and interest on, such Notes will or may be payable; (viii) if the principal of or interest, if any, on such Notes are to be payable, at the election of the Issuer or a Holder thereof, in a currency or currencies other than that in which the Notes are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; (ix) if the amount of payments of principal of or interest, if any, on such Notes may be determined with reference to an index based on (A) a currency or currencies other than that in which the Notes are stated to be payable, (B) changes in the prices of one or more other securities or Groups or indexes of securities or (C) changes in the prices of one or more commodities or Groups or indexes of commodities, or any combination of the foregoing, the manner in which such amounts will be determined; (x) the price or prices at which such Series, Class or Tranche of Notes will be issued; (xi) the times at which such Series, Class or Tranche of Notes may, pursuant to any optional or mandatory redemption provisions, be redeemed, and the other terms and provisions of any such redemption provisions; (xii) the rate per annum at which such Series, Class or Tranche of Notes will bear interest, if any, or the formula or index on which such rate will be determined, including all relevant definitions, and the date from which interest will accrue; (xiii) each Interest Payment Date, the Scheduled Principal Payment Date and the Legal Maturity Date for such Series, Class or Tranche of Notes; (xiv) the Initial Dollar Principal Amount of such Notes, and the means for calculating the Outstanding Dollar Principal Amount of such Series, Class or Tranche of Notes; (xv) the Nominal Liquidation Amount of such Series, Class or Tranche of Notes, and the means for calculating the Nominal Liquidation Amount of such Series, Class or Tranche of Notes; (xvi) whether or not application will be made to list such Series, Class or Tranche of Notes on any securities exchange; (xvii) any Events of Default or Early Amortization Events with respect to such Series, Class or Tranche of Notes, if not set forth herein and any additions, deletions or other changes to the Events of Default or Early Amortization Events set forth herein that will be applicable to such Series, Class or Tranche of Notes (including a provision making any Event of Default or Early Amortization Event set forth herein inapplicable to the Notes of that Series, Class or Tranche); (xviii) the appointment by the Indenture Trustee of an Authenticating Agent in one or more places with power to act on behalf of the Indenture Trustee and subject to its direction in the authentication and delivery of such Notes in connection with such transactions as will be specified in the provisions of this Indenture or in or pursuant to the applicable Indenture Supplement creating such Series, Class or Tranche; (xix) if such Notes will be issued in whole or in part in the form of a Global Note or Global Notes, the terms and conditions, if any, upon which such Global Note or Global Notes may be exchanged in whole or in part for other individual Notes; and the Depository for such Global Note or Global Notes (if other than the Depository specified in Section 1.01); (xx) if such Notes will be issued in whole or in part as Registered Notes, Bearer Notes or both, whether such Notes are to be issued with or without coupons or both; (xxi) the subordination of such Notes to any other indebtedness of the Issuer, including without limitation, the Notes of any other Series, Class or Tranche; (xxii) if such Notes are to have the benefit of any Derivative Agreement, the terms and provisions of such agreement; (xxiii) if such Notes are to have the benefit of any Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, the terms and provisions of the applicable agreement; (xxiv) the Record Date for any Payment Date of such Notes, if different from the last day of the month before the related Payment Date; (xxv) the Target Principal Deposit Amount scheduled to be deposited on each Principal Payment Date during an amortization period or accumulation period for such Series, Class or Tranche of Notes; (xxvi) whether and under what conditions, additional amounts will be payable to Noteholders; and (xxvii) any other terms of such Notes as stated in the related Indenture Supplement; all upon such terms as may be determined in or pursuant to an Indenture Supplement with respect to such Series, Class or Tranche of Notes. (j) The form of the Notes of each Series, Class or Tranche will be established pursuant to the provisions of this Indenture and the related Indenture Supplement or Terms Document creating such Series, Class or Tranche of Notes. The Notes of each Series, Class or Tranche will be distinguished from the Notes of each other Series, Class or Tranche in such manner, reasonably satisfactory to the Indenture Trustee, as the Issuer may determine. (k) Any terms or provisions in respect of the Notes of any Series, Class or Tranche issued under this Indenture may be determined pursuant to this Section 3.01 by providing in the applicable Indenture Supplement the method by which such terms or provisions will be determined. (l) The Transferor Interest for each Asset Pool will be held by the Transferor. The Transferor Interest for each Asset Pool may be transferred by the holder of such Transferor Interest in whole or in part subject to certain limitations and conditions described in the Indenture Supplements related to such Asset Pool. The Transferor Interest for each Asset Pool may be held either in an uncertificated form or in the form of a certificate representing the Transferor Interest, called a Transferor Certificate.

General Title; General Limitations. Issuable in Series; , Terms of a Series, Class or Tranche of Notes. (a) The aggregate Stated Principal Amount of Notes which may be authenticated and delivered and Outstanding under this Indenture is not limited. (b) The Notes may be issued in one or more Series, Classes or Tranches up to an aggregate Stated Principal Amount of Notes as from time to time may be authorized by the Issuer. All Notes of each Series, Class or Tranche under this Indenture will in all respects be equally and ratably entitled to the benefits hereof with respect to such Series, Class or Tranche without preference, priority or distinction on account of (i) the actual time of the authentication and delivery or Scheduled Principal delivery, (ii) the Expected Final Payment Date or (iii) the Legal Maturity Date of the Notes of such Series, Class or Tranche, except as specified in the applicable Indenture Supplement for such Series, Class or Tranche of Notes. (c) Each Note issued must be part of a Series, Class and Tranche of Notes for purposes of allocations pursuant to the related Asset Pool Supplement and this Indenture, the related Indenture Supplement, the Transfer Agreement and the Servicing Agreement. A Series of Notes is created pursuant to an Indenture Supplement. A Class or Tranche of Notes is created pursuant to an Indenture Supplement or pursuant to a Terms Document related to the Indenture Supplement for the applicable Series. (d) Each Series of Notes will be secured by a particular Asset Pool. The related Indenture Supplement will identify the Asset Pool under which a Series of Notes has been issued. (e) Each Series of Notes may be assigned to a Group or Groups (now existing or hereafter created) of Notes for purposes of allocations of certain collections pursuant to Section 3.12, the related Asset Pool Supplement 4.12 and the related Indenture Supplement. The related Indenture Supplement will identify the Group or Groups, if any, to which a Series of Notes has been assigned and the manner and extent to which Series in the same Group or Groups will share certain amounts. (fe) Each Series of Notes may, but need not be, subdivided into multiple Classes. Notes belonging to a Class in any Series may be entitled to specified payment priorities over other Classes of Notes in that Series. (gf) Notes of a Series that belong to different Classes in that Series belong to different Tranches on the basis of the difference in Class membership. (hg) Each Class of Notes may consist of a single Tranche or may be subdivided into multiple Tranches. Notes of a single Class of a Series will belong to different Tranches if they have different terms and conditions. With respect to any Class of Notes, Notes which have identical terms, conditions and Tranche designation will be deemed to be part of a single Tranche of Notes. (ih) Before the initial issuance of Notes of each Series, Class or Tranche, there shall also be established in or pursuant to an Indenture Supplement or pursuant to a Terms Document related to the applicable Indenture Supplement, provision for: (i) the Series designation; (ii) the Asset Pool designation; (iii) the Stated Principal Amount of the Notes; (iviii) whether such Series belongs to any Group or Groups; (viv) whether such Notes are of a particular Class of Notes or a Tranche of a Class of Notes; (viv) the Required Subordinated Amount (if any) for such Class or Tranche of Notes; (viivi) the currency or currencies in which such Notes will be denominated and in which payments of principal of, ; and interest on, such Notes will or may be payable; (viiivii) if the principal of or interest, if any, on such Notes are to be payable, at the election of the Issuer or a Holder thereof, in a currency or currencies other than that in which the Notes are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; (ixviii) if the amount of payments of principal of or interest, if any, on such Notes may be determined with reference to an index based on (A) a currency or currencies other than that in which the Notes are stated to be payable, (B) changes in the prices of one or more other securities or Groups or indexes of securities or (C) changes in the prices of one or more commodities or Groups or indexes of commodities, or any combination of the foregoing, the manner in which such amounts will be determined; (xix) the price or prices at which such Series, Class or Tranche of Notes will be issued; (xix) the times at which such Series, Class or Tranche of Notes may, pursuant to any optional or mandatory redemption provisions, be redeemed, and the other terms and provisions of any such redemption provisions; (xiixi) the rate per annum at which such Series, Class or Tranche of Notes will bear interest, if any, or the formula or index on which such rate will be determined, including all relevant definitions, and the date from which interest will accrue; (xiiixii) each Interest Payment Date, the Scheduled Principal Expected Final Payment Date and the Legal Maturity Date for such Series, Class or Tranche of Notes; (xivxiii) the Initial Dollar Principal Amount of such Notes, and the means for calculating the Outstanding Dollar Principal Amount of such Series, Class or Tranche of Notes; (xvxiv) the Nominal Liquidation Amount of such Series, Class or Tranche of Notes, and the means for calculating the Nominal Liquidation Amount of such Series, Class or Tranche of Notes; (xvixv) whether or not application will be made to list such Series, Class or Tranche of Notes on any securities exchange; (xviixvi) any Events of Default or Early Amortization Events with respect to such Series, Class or Tranche of Notes, if not set forth herein and any additions, deletions or other changes to the Events of Default or Early Amortization Events set forth herein that will be applicable to such Series, Class or Tranche of Notes (including a provision making any Event of Default or Early Amortization Event set forth herein inapplicable to the Notes of that Series, Class or Tranche); (xviiixvii) the appointment by the Indenture Trustee of an Authenticating Agent in one or more places other than the location of the office of the Indenture Trustee with power to act on behalf of the Indenture Trustee and subject to its direction in the authentication and delivery of such Notes in connection with such transactions as will be specified in the provisions of this Indenture or in or pursuant to the applicable Indenture Supplement creating such Series, Class or Tranche; (xixxviii) if such Series, Class or Tranche of Notes will be issued in whole or in part in the form of a Global Note or Global Notes, the terms and conditions, if any, upon which such Global Note or Global Notes may be exchanged in whole or in part for other individual Notes; and the Depository for such Global Note or Global Notes (if other than the Depository specified in Section 1.01); (xxxix) if such Series, Class or Tranche of Notes will be issued in whole or in part as Registered Notes, Bearer Notes or both, whether such Series, Class or Tranche of Notes are to be issued with or without coupons or both; (xxixx) the subordination of such Series, Class or Tranche of Notes to any other indebtedness of the Issuer, including without limitation, the Notes of any other Series, Class or Tranche; (xxiixxi) if such Series, Class or Tranche of Notes are to have the benefit of any Derivative Agreement, the terms and provisions of such agreement; (xxiiixxii) if such Series, Class or Tranche of Notes are to have the benefit of any Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, the terms and provisions of the applicable agreement; (xxivxxiii) the Record Date for any Payment Date of such Series, Class or Tranche of Notes, if different from the last day of the month before the related Payment Date; (xxvxxiv) the Target Principal Deposit Amount amount scheduled to be deposited on each Principal Payment Date during an amortization period or accumulation period for such Series, Class or Tranche of Notes; (xxvixxv) whether and under what conditions, additional amounts will be payable to Noteholders; and (xxviixxvi) any other terms of such Notes as stated in the related Indenture Supplement; all upon such terms as may be determined in or pursuant to an Indenture Supplement with respect to such Series, Class or Tranche of Notes. (ji) The form of the Notes of each Series, Class or Tranche will be established pursuant to the provisions of this Indenture and the related Indenture Supplement or Terms Document creating such Series, Class or Tranche of Notes. The Notes of each Series, Class or Tranche will be distinguished from the Notes of each other Series, Class or Tranche in such manner, reasonably satisfactory to the Indenture Trustee, as the Issuer may determine. (kj) Any terms or provisions in respect of the Notes of any Series, Class or Tranche issued under this Indenture may be determined pursuant to this Section 3.01 4.01 by providing in the applicable Indenture Supplement for the method by which such terms or provisions will be determined. (l) The Transferor Interest for each Asset Pool will be held by the Transferor. The Transferor Interest for each Asset Pool may be transferred by the holder of such Transferor Interest in whole or in part subject to certain limitations and conditions described in the Indenture Supplements related to such Asset Pool. The Transferor Interest for each Asset Pool may be held either in an uncertificated form or in the form of a certificate representing the Transferor Interest, called a Transferor Certificate.

General Title; General Limitations. Issuable in Series; ------------------------------------------------------- Terms of a Series, Class or Tranche of Notes.Tranche. ----------------------------------- (a) The aggregate Stated Principal Amount of Notes which may be authenticated and delivered and Outstanding under this Indenture is not limited. (b) The Notes may be issued in one or more Seriesseries, Classes classes or Tranches tranches up to an aggregate Stated Principal Amount of Notes as from time to time may be authorized by the Issuer. All Notes of each Seriesseries, Class class or Tranche tranche under this Indenture will in all respects be equally and ratably entitled to the benefits hereof with respect to such Seriesseries, Class class or Tranche tranche without preference, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Expected Principal Payment Date or Legal Maturity Date of the Notes of such Seriesseries, Class class or Tranchetranche, except as specified in the applicable Indenture Supplement for such Series, Class series or Tranche of Notesthe applicable terms document for such class or tranche. (c) Each Note issued must be part of a Seriesseries, Class class and Tranche tranche of Notes for purposes of allocations pursuant to the related Asset Pool Supplement and the related Indenture Supplement. Article V. A Series series of Notes is --------- created pursuant to an Indenture Supplement. A Class class or Tranche tranche of Notes is created pursuant to an Indenture Supplement Issuer Certificate or pursuant to a Terms Document terms document, each related to the Indenture Supplement for the applicable Seriesseries. (d) Each Series of Notes will be secured by a particular Asset Pool. The related Indenture Supplement will identify the Asset Pool under which a Series of Notes has been issued. (e) Each Series series of Notes may be assigned to a Group group or Groups (now existing or hereafter created) groups of Notes for purposes of allocations of certain collections pursuant to Section 3.12, the related Asset Pool Supplement and the related Indenture Supplement. Article V. The related Indenture --------- Supplement or terms document will identify the Group group or Groupsgroups, if any, to which a Series series of Notes has been assigned and the manner and extent to which Series series in the same Group or Groups group will share certain amounts. (fe) Each Series series of Notes may, but need not be, subdivided into multiple Classesclasses. Notes belonging to a Class class in any Series series may be entitled to specified payment priorities over other Classes classes of Notes in that Seriesseries. (gf) Notes of a Series series that belong to different Classes classes in that Series series belong to different Tranches tranches on the basis of the difference in Class class membership. (hg) Each Class class of Notes may consist of a single Tranche tranche or may be subdivided into multiple Tranchestranches. Notes of a single Class class of a Series series will belong to different Tranches tranches if they have different terms and conditions. With respect to any Class class of Notes, Notes which have identical terms, conditions and Tranche tranche designation will be deemed to be part of a single Tranche of Notestranche. (ih) Before the initial issuance of Notes of each Series, Class or Tranche, there shall There may also be established in or pursuant to an Indenture Supplement or pursuant to a Terms Document an Issuer Certificate or terms document related to the applicable Indenture SupplementSupplement before the issuance of Notes of each such series, class or tranche, provision for: (i) the Series series designation; (ii) the Asset Pool designation; (iii) the Stated Principal Amount of the Notes; (iviii) whether such Series series belongs to any Group group or Groupsgroups; (viv) whether such Notes are of a particular Class class of Notes or a Tranche tranche of a Class of Notesany such class; (viv) the Required Subordinated Amount (if any) for such Class class or Tranche tranche of Notes; (viivi) the currency or currencies in which such Notes will be denominated and in which payments of principal of, and interest on, such Notes will or may be payable; (viiivii) if the principal of or interest, if any, on such Notes are to be payable, at the election of the Issuer or a Holder thereof, in a currency or currencies other than that in which the Notes are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; (ixviii) if the amount of payments of principal of or interest, if any, on such Notes may be determined with reference to an index based on (A) a currency or currencies other than that in which the Notes are stated to be payable, (B) changes in the prices of one or more other securities or Groups groups or indexes of securities or (C) changes in the prices of one or more commodities or Groups groups or indexes of commodities, or any combination of the foregoing, the manner in which such amounts will be determined; (xix) the price or prices at which such Series, Class or Tranche of the Notes will be issued; (xix) the times at which such Series, Class or Tranche of Notes may, pursuant to any optional or mandatory redemption provisions, be redeemed, and the other terms and provisions of any such redemption provisions; (xiixi) the rate per annum at which such Series, Class or Tranche of Notes will bear interest, if any, or the formula or index on which such rate will be determined, including all relevant definitions, and the date from which interest will accrue; (xiiixii) each Interest Payment Date, the Scheduled Expected Principal Payment Date and the Legal Maturity Date for such Series, Class or Tranche of Notes; (xivxiii) if such Notes are to be Discount Notes or foreign currency Notes, the Initial Dollar Principal Amount of such Notes, and the means for calculating the Outstanding Dollar Principal Amount of such Series, Class or Tranche of Notes; (xv) the Nominal Liquidation Amount of such Series, Class or Tranche of Notes, and the means for calculating the Nominal Liquidation Amount of such Series, Class or Tranche of Notes; (xvixiv) whether or not application will be made to list such Series, Class or Tranche of Notes on any securities exchange; (xviixv) any Events of Default or Early Amortization Redemption Events with respect to such Series, Class or Tranche of Notes, if not set forth herein and any additions, deletions or other changes to the Events of Default or Early Amortization Redemption Events set forth herein that will be applicable to such Series, Class or Tranche of Notes (including a provision making any Event of Default or Early Amortization Redemption Event set forth herein inapplicable to the Notes of that Seriesseries, Class class or Tranchetranche); (xviiixvi) the appointment by the Indenture Trustee of an Authenticating Agent in one or more places other than the location of the office of the Indenture Trustee with power to act on behalf of the Indenture Trustee and subject to its direction in the authentication and delivery of such Notes in connection with such transactions as will be specified in the provisions of this Indenture or in or pursuant to the applicable Indenture Supplement terms document creating such Seriesseries, Class class or Tranchetranche; (xixxvii) if such Notes will be issued in whole or in part in the form of a Global Note or Global Notes, the terms and conditions, if any, upon which such Global Note or Global Notes may be exchanged in whole or in part for other individual Notes; and the Depository for such Global Note or Global Notes (if other than the Depository specified in Section 1.01101);; ----------- (xx) if such Notes will be issued in whole or in part as Registered Notes, Bearer Notes or both, whether such Notes are to be issued with or without coupons or both; (xxixviii) the subordination of such Notes to any other indebtedness of the Issuer, including without limitation, the Notes of any other Seriesseries, Class class or Tranchetranche; (xxiixix) if such Notes are to have the benefit of any Derivative Agreement, the terms and provisions of such agreement; (xxiii) if such Notes are to have the benefit of any Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, the terms and provisions of the applicable agreement; (xxivxx) the Record Date for any Payment Date of such Notes, if different from the last day of the month before the related Payment Date; (xxv) the Target Principal Deposit Amount scheduled to be deposited on each Principal Payment Date during an amortization period or accumulation period for such Series, Class or Tranche of Notes; (xxvi) whether and under what conditions, additional amounts will be payable to Noteholders; and (xxviixxi) the controlled accumulation amount, if any, the controlled amortization amount, if any, or other principal amortization amount, if any, scheduled for such Notes: (xxii) any other terms of such Notes as stated in which will not be inconsistent with the related Indenture Supplementprovisions of this Indenture; all upon such terms as may be determined in or pursuant to an Indenture Supplement and an Issuer Certificate or terms document with respect to such Seriesseries, Class class or Tranche of Notestranche. (ji) The form of the Notes of each Seriesseries, Class class or Tranche tranche will be established pursuant to the provisions of this Indenture and the related Indenture Supplement or Terms Document pursuant to an Issuer Certificate or terms document creating such Seriesseries, Class class or Tranche of Notestranche. The Notes of each Seriesseries, Class class or Tranche tranche will be distinguished from the Notes of each other Seriesseries, Class class or Tranche tranche in such manner, reasonably satisfactory to the Indenture Trustee, as the Issuer may determine. (j) Unless otherwise provided with respect to Notes of a particular series, class or tranche, the Notes of any particular series, class or tranche will be issued in registered form, without coupons. (k) Any terms or provisions in respect of the Notes of any Seriesseries, Class class or Tranche tranche issued under this Indenture may be determined pursuant to this Section 3.01 by providing in the applicable Indenture Supplement and Issuer Certificate or terms document for the method by which such terms or provisions will be determined. (l) The Transferor Interest for Notes of each Asset Pool series, class or tranche may have such Expected Principal Payment Date or Dates or Legal Maturity Date or Dates, be issuable at such premium over or discount from their face value, bear interest at such rate or rates (which may be fixed or floating), from such date or dates, payable in such installments and on such dates and at such place or places to the Holders of Notes registered as such on such Record Dates, or may bear no interest, and have such terms, all as will be held by provided for in or pursuant to the Transferor. The Transferor Interest for each Asset Pool may be transferred by the holder of such Transferor Interest in whole applicable Indenture Supplement or in part subject to certain limitations and conditions described in the Indenture Supplements related to such Asset Pool. The Transferor Interest for each Asset Pool may be held either in an uncertificated form or in the form of a certificate representing the Transferor Interest, called a Transferor Certificateterms document.

General Title; General Limitations. Issuable in Series; Terms of a Series, Class or Tranche of Notes. (a) The aggregate Stated Principal Amount of Notes which may be authenticated and delivered and Outstanding under this Indenture is not limited. (b) The Notes may be issued in one or more Series, Classes or Tranches up to an aggregate Stated Principal Amount of Notes as from time to time may be authorized by the Issuer. All Notes of each Series, Class or Tranche under this Indenture will in all respects be equally and ratably entitled to the benefits hereof with respect to such Series, Class or Tranche without preference, priority or distinction on account of the actual time of the authentication and delivery or Scheduled Principal Payment Date or Legal Maturity Date of the Notes of such Series, Class or Tranche, except as specified in the applicable Indenture Supplement for such Series, Class or Tranche of Notes. (c) Each Note issued must be part of a Series, Class and Tranche of Notes for purposes of allocations pursuant to the related Asset Pool Supplement and the related Indenture Supplement. A Series of Notes is created pursuant to an Indenture Supplement. A Class or Tranche of Notes is created pursuant to an Indenture Supplement or pursuant to a Terms Document related to the Indenture Supplement for the applicable Series. (d) Each Series of Notes will be secured by a particular Asset Pool. The related Indenture Supplement will identify the Asset Pool under which a Series of Notes has been issued. (e) Each Series of Notes may be assigned to a Group or Groups (now existing or hereafter created) of Notes for purposes of allocations of certain collections pursuant to Section 3.12, the related Asset Pool Supplement and the related Indenture Supplement. The related Indenture Supplement will identify the Group or Groups, if any, to which a Series of Notes has been assigned and the manner and extent to which Series in the same Group or Groups will share certain amounts. (f) Each Series of Notes may, but need not be, subdivided into multiple Classes. Notes belonging to a Class in any Series may be entitled to specified payment priorities over other Classes of Notes in that Series. (g) Notes of a Series that belong to different Classes in that Series belong to different Tranches on the basis of the difference in Class membership. (h) Each Class of Notes may consist of a single Tranche or may be subdivided into multiple Tranches. Notes of a single Class of a Series will belong to different Tranches if they have different terms and conditions. With respect to any Class of Notes, Notes which have identical terms, conditions and Tranche designation will be deemed to be part of a single Tranche of Notes. (i) Before the initial issuance of Notes of each Series, Class or Tranche, there shall also be established in or pursuant to an Indenture Supplement or pursuant to a Terms Document related to the applicable Indenture Supplement, provision for: (i) the Series designation; (ii) the Asset Pool designation; (iii) the Stated Principal Amount of the Notes; (iv) whether such Series belongs to any Group or Groups; (v) whether such Notes are of a particular Class of Notes or a Tranche of a Class of Notes; (vi) the Required Subordinated Amount (if any) for such Class or Tranche of Notes; (vii) the currency or currencies in which such Notes will be denominated and in which payments of principal of, and interest on, such Notes will or may be payable; (viii) if the principal of or interest, if any, on such Notes are to be payable, at the election of the Issuer or a Holder thereof, in a currency or currencies other than that in which the Notes are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; (ix) if the amount of payments of principal of or interest, if any, on such Notes may be determined with reference to an index based on (A) a currency or currencies other than that in which the Notes are stated to be payable, (B) changes in the prices of one or more other securities or Groups or indexes of securities or (C) changes in the prices of one or more commodities or Groups or indexes of commodities, or any combination of the foregoing, the manner in which such amounts will be determined; (x) the price or prices at which such Series, Class or Tranche of Notes will be issued; (xi) the times at which such Series, Class or Tranche of Notes may, pursuant to any optional or mandatory redemption provisions, be redeemed, and the other terms and provisions of any such redemption provisions; (xii) the rate per annum at which such Series, Class or Tranche of Notes will bear interest, if any, or the formula or index on which such rate will be determined, including all relevant definitions, and the date from which interest will accrue; (xiii) each Interest Payment Date, the Scheduled Principal Payment Date and the Legal Maturity Date for such Series, Class or Tranche of Notes; (xiv) the Initial Dollar Principal Amount of such Notes, and the means for calculating the Outstanding Dollar Principal Amount of such Series, Class or Tranche of Notes; (xv) the Nominal Liquidation Amount of such Series, Class or Tranche of Notes, and the means for calculating the Nominal Liquidation Amount of such Series, Class or Tranche of Notes; (xvi) whether or not application will be made to list such Series, Class or Tranche of Notes on any securities exchange; (xvii) any Events of Default or Early Amortization Events with respect to such Series, Class or Tranche of Notes, if not set forth herein and any additions, deletions or other changes to the Events of Default or Early Amortization Events set forth herein that will be applicable to such Series, Class or Tranche of Notes (including a provision making any Event of Default or Early Amortization Event set forth herein inapplicable to the Notes of that Series, Class or Tranche); (xviii) the appointment by the Indenture Trustee of an Authenticating Agent in one or more places with power to act on behalf of the Indenture Trustee and subject to its direction in the authentication and delivery of such Notes in connection with such transactions as will be specified in the provisions of this Indenture or in or pursuant to the applicable Indenture Supplement creating such Series, Class or Tranche; (xix) if such Notes will be issued in whole or in part in the form of a Global Note or Global Notes, the terms and conditions, if any, upon which such Global Note or Global Notes may be exchanged in whole or in part for other individual Notes; and the Depository for such Global Note or Global Notes (if other than the Depository specified in Section 1.01); (xx) if such Notes will be issued in whole or in part as Registered Notes, Bearer Notes or both, whether such Notes are to be issued with or without coupons or both; (xxi) the subordination of such Notes to any other indebtedness of the Issuer, including without limitation, the Notes of any other Series, Class or Tranche; (xxii) if such Notes are to have the benefit of any Derivative Agreement, the terms and provisions of such agreement; (xxiii) if such Notes are to have the benefit of any Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, the terms and provisions of the applicable agreement; (xxiv) the Record Date for any Payment Date of such Notes, if different from the last day of the month before the related Payment Date; (xxv) the Target Principal Deposit Amount scheduled to be deposited on each Principal Payment Date during an amortization period or accumulation period for such Series, Class or Tranche of Notes; (xxvi) whether and under what conditions, additional amounts will be payable to Noteholders; and (xxvii) any other terms of such Notes as stated in the related Indenture Supplement; all upon such terms as may be determined in or pursuant to an Indenture Supplement with respect to such Series, Class or Tranche of Notes. (j) The form of the Notes of each Series, Class or Tranche will be established pursuant to the provisions of this Indenture and the related Indenture Supplement or Terms Document creating such Series, Class or Tranche of Notes. The Notes of each Series, Class or Tranche will be distinguished from the Notes of each other Series, Class or Tranche in such manner, reasonably satisfactory to the Indenture Trustee, as the Issuer may determine. (k) Any terms or provisions in respect of the Notes of any Series, Class or Tranche issued under this Indenture may be determined pursuant to this Section 3.01 by providing in the applicable Indenture Supplement the method by which such terms or provisions will be determined. (l) The Transferor Interest for each Asset Pool will be held by the Transferor. The Transferor Interest for each Asset Pool may be transferred by the holder of such Transferor Interest in whole or in part subject to certain limitations and conditions described in the Indenture Supplements related to such Asset Pool. The Transferor Interest for each Asset Pool may be held either in an uncertificated form or in the form of a certificate representing the Transferor Interest, called a Transferor Certificate.

General Title; General Limitations. Issuable in Series; , Terms of a Series, Class or Tranche of Notes. (a) The aggregate Stated Principal Amount of Notes which may be authenticated and delivered and Outstanding under this Indenture is not limited. (b) The Notes may be issued in one or more Series, Classes or Tranches up to an aggregate Stated Principal Amount of Notes as from time to time may be authorized by the Issuer. All Notes of each Series, Class or Tranche under this Indenture will in all respects be equally and ratably entitled to the benefits hereof with respect to such Series, Class or Tranche without preference, priority or distinction on account of (i) the actual time of the authentication and delivery or Scheduled Principal delivery, (ii) the Expected Final Payment Date or (iii) the Legal Maturity Date of the Notes of such Series, Class or Tranche, except as specified in the applicable Indenture Supplement for such Series, Class or Tranche of Notes. (c) Each Note issued must be part of a Series, Class and Tranche of Notes for purposes of allocations pursuant to this Indenture, the related Asset Pool Indenture Supplement and the related Indenture SupplementTransfer and Servicing Agreement. A Series of Notes is created pursuant to an Indenture Supplement. A Class or Tranche of Notes is created pursuant to an Indenture Supplement or pursuant to a Terms Document related to the Indenture Supplement for the applicable Series. (d) Each Series of Notes will be secured by a particular Asset Pool. The related Indenture Supplement will identify the Asset Pool under which a Series of Notes has been issued. (e) Each Series of Notes may be assigned to a Group or Groups (now existing or hereafter created) of Notes for purposes of allocations of certain collections pursuant to Section 3.12, the related Asset Pool Supplement 4.12 and the related Indenture Supplement. The related Indenture Supplement will identify the Group or Groups, if any, to which a Series of Notes has been assigned and the manner and extent to which Series in the same Group or Groups will share certain amounts. (fe) Each Series of Notes may, but need not be, subdivided into multiple Classes. Notes belonging to a Class in any Series may be entitled to specified payment priorities over other Classes of Notes in that Series. (gf) Notes of a Series that belong to different Classes in that Series belong to different Tranches on the basis of the difference in Class membership. (hg) Each Class of Notes may consist of a single Tranche or may be subdivided into multiple Tranches. Notes of a single Class of a Series will belong to different Tranches if they have different terms and conditions. With respect to any Class of Notes, Notes which have identical terms, conditions and Tranche designation will be deemed to be part of a single Tranche of Notes. (ih) Before the initial issuance of Notes of each Series, Class or Tranche, there shall also be established in or pursuant to an Indenture Supplement or pursuant to a Terms Document related to the applicable Indenture Supplement, provision for: (i) the Series designation; (ii) the Asset Pool designation; (iii) the Stated Principal Amount of the Notes; (iviii) whether such Series belongs to any Group or Groups; (viv) whether such Notes are of a particular Class of Notes or a Tranche of a Class of Notes; (viv) the Required Subordinated Amount (if any) for such Class or Tranche of Notes; (viivi) the currency or currencies in which such Notes will be denominated and in which payments of principal of, ; and interest on, such Notes will or may be payable; (viiivii) if the principal of or interest, if any, on such Notes are to be payable, at the election of the Issuer or a Holder thereof, in a currency or currencies other than that in which the Notes are stated to be payable, the period or periods within which, and the terms and conditions upon which, such election may be made; (ixviii) if the amount of payments of principal of or interest, if any, on such Notes may be determined with reference to an index based on (A) a currency or currencies other than that in which the Notes are stated to be payable, (B) changes in the prices of one or more other securities or Groups or indexes of securities or (C) changes in the prices of one or more commodities or Groups or indexes of commodities, or any combination of the foregoing, the manner in which such amounts will be determined; (xix) the price or prices at which such Series, Class or Tranche of Notes will be issued; (xix) the times at which such Series, Class or Tranche of Notes may, pursuant to any optional or mandatory redemption provisions, be redeemed, and the other terms and provisions of any such redemption provisions; (xiixi) the rate per annum at which such Series, Class or Tranche of Notes will bear interest, if any, or the formula or index on which such rate will be determined, including all relevant definitions, and the date from which interest will accrue; (xiiixii) each Interest Payment Date, the Scheduled Principal Expected Final Payment Date and the Legal Maturity Date for such Series, Class or Tranche of Notes; (xivxiii) the Initial Dollar Principal Amount of such Notes, and the means for calculating the Outstanding Dollar Principal Amount of such Series, Class or Tranche of Notes; (xv) the Nominal Liquidation Amount of such Series, Class or Tranche of Notes, and the means for calculating the Nominal Liquidation Amount of such Series, Class or Tranche of Notes; (xvi) whether or not application will be made to list such Series, Class or Tranche of Notes on any securities exchange; (xvii) any Events of Default or Early Amortization Events with respect to such Series, Class or Tranche of Notes, if not set forth herein and any additions, deletions or other changes to the Events of Default or Early Amortization Events set forth herein that will be applicable to such Series, Class or Tranche of Notes (including a provision making any Event of Default or Early Amortization Event set forth herein inapplicable to the Notes of that Series, Class or Tranche); (xviii) the appointment by the Indenture Trustee of an Authenticating Agent in one or more places with power to act on behalf of the Indenture Trustee and subject to its direction in the authentication and delivery of such Notes in connection with such transactions as will be specified in the provisions of this Indenture or in or pursuant to the applicable Indenture Supplement creating such Series, Class or Tranche; (xix) if such Notes will be issued in whole or in part in the form of a Global Note or Global Notes, the terms and conditions, if any, upon which such Global Note or Global Notes may be exchanged in whole or in part for other individual Notes; and the Depository for such Global Note or Global Notes (if other than the Depository specified in Section 1.01); (xx) if such Notes will be issued in whole or in part as Registered Notes, Bearer Notes or both, whether such Notes are to be issued with or without coupons or both; (xxi) the subordination of such Notes to any other indebtedness of the Issuer, including without limitation, the Notes of any other Series, Class or Tranche; (xxii) if such Notes are to have the benefit of any Derivative Agreement, the terms and provisions of such agreement; (xxiii) if such Notes are to have the benefit of any Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, the terms and provisions of the applicable agreement; (xxiv) the Record Date for any Payment Date of such Notes, if different from the last day of the month before the related Payment Date; (xxv) the Target Principal Deposit Amount scheduled to be deposited on each Principal Payment Date during an amortization period or accumulation period for such Series, Class or Tranche of Notes; (xxvi) whether and under what conditions, additional amounts will be payable to Noteholders; and (xxvii) any other terms of such Notes as stated in the related Indenture Supplement; all upon such terms as may be determined in or pursuant to an Indenture Supplement with respect to such Series, Class or Tranche of Notes. (j) The form of the Notes of each Series, Class or Tranche will be established pursuant to the provisions of this Indenture and the related Indenture Supplement or Terms Document creating such Series, Class or Tranche of Notes. The Notes of each Series, Class or Tranche will be distinguished from the Notes of each other Series, Class or Tranche in such manner, reasonably satisfactory to the Indenture Trustee, as the Issuer may determine. (k) Any terms or provisions in respect of the Notes of any Series, Class or Tranche issued under this Indenture may be determined pursuant to this Section 3.01 by providing in the applicable Indenture Supplement the method by which such terms or provisions will be determined. (l) The Transferor Interest for each Asset Pool will be held by the Transferor. The Transferor Interest for each Asset Pool may be transferred by the holder of such Transferor Interest in whole or in part subject to certain limitations and conditions described in the Indenture Supplements related to such Asset Pool. The Transferor Interest for each Asset Pool may be held either in an uncertificated form or in the form of a certificate representing the Transferor Interest, called a Transferor Certificate.