Common use of Execution, Authentication and Delivery Clause in Contracts

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the 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 Issuing Entity shall bind the Issuing 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 receipt of an Issuing Entity Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. 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 Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver the Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000179,000,000, the Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000243,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, 343,000,000 and the Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,00085,000,000. The aggregate principal amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, Notes and the Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. The Notes shall be issuable as registered Notes in minimum denominations of $25,000 and any integral multiple of $1,000 in excess thereof; provided that any Retained Notes shall be issued as Definitive Notes and the holder of such Retained Notes shall be a Note Owner and a Noteholder for all purposes of this Indenture. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit A, as the case may be, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.. 3 (Nissan 2014-B Indenture)

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue the Notes in an the following aggregate principal amount amounts: (i) $264,600,000 of Class A-1 Notes, (ii) $245,000,000, 452,600,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $452,600,000 of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount and (iv) $120,120,000 of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in the book-entry form in minimum denomination denominations of $1,000 and in integral multiples of $1,000 in excess thereof; provided, however, that on the minimum amounts 2021-B Closing Date, one Class A-1 Note, one Class A-2 Note, one Class A-3 Note and one Class A-4 Note may be issued in a denomination that includes any remaining portion of any Retained Notes shall be subject to the restrictions set forth in Section 2.04Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial A-3 Note Balance and the Initial Class A-4 Note Balance, respectively. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000262,400,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000380,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000380,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and 76,390,000, Class B Notes for original issue in an aggregate principal amount of $18,957,00021,340,000, and Class C Notes for original issue in an aggregate principal amount $35,560,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class B C Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination denominations of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall $1,000 in excess thereof (except for one Note of each class which may be subject to the restrictions set forth issued in Section 2.04a denomination other than an integral multiple of $1,000). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual 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 Issuing Entity Issuer by the Owner Trustee, as provided in the Owner Trust Agreement by any of its the Owner Trustee's Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Owner Trustee shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of $245,000,000Notes: (i) $ __________Class X- 0 Xxxxx, (xx) $ __________ of Class A-2 Notes for original issue in an aggregate principal amount X- 0 Xxxxx, (xxx) $ _________ of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The aggregate (iv) $ _________ principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, except that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 the Notes for original issue in an the Classes and aggregate principal amount of $245,000,000, amounts as set forth below: Class Aggregate Principal Amount Class A-1 $ ,000 Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000, $ ,000 Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, A-3a $ ,000 Class A-3b $ ,000 Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and $ ,000 Class B Notes for original issue in an aggregate principal amount of $18,957,000. $ ,000 Class C $ ,000 Class D $ ,000 The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall initially be issuable as registered Notes in the minimum denomination of $1,000 100,000 and in integral multiples of $1,000 in excess thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000341,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000390,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000469,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and 181,940,000, Class B Notes for original issue in an aggregate principal amount of $18,957,00027,670,000 and Class C Notes for original issue in an aggregate principal amount of $42,620,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, the Class B Notes and the Class B C Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination denominations of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall $1,000 in excess thereof (except for one Note of each class which may be subject to the restrictions set forth issued in Section 2.04a denomination other than an integral multiple of $1,000). 10 (2012-B Indenture) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 A Notes for original issue in an aggregate principal amount of $245,000,000112,893,000, Class A-2 M-1 Notes for original issue in an aggregate principal amount of $275,000,000, 14,368,000 and Class A-3 M-2 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,00014,368,000. The aggregate principal amount of Class A-1 A Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 M-1 Notes and Class B M-2 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.04. Each Note The Notes that are authenticated and delivered by the Indenture Trustee to or upon the order of the Issuer on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose under the Indenture shall be dated the date of its their authentication. The Notes (other than the Class A-1 Notes) shall be issuable as registered Notes in the minimum denomination of $1,000 250,000 and in integral multiples of $1,000 in excess thereof; provided, except that one Note of each Class may be issued in any denomination in excess of the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04denomination. 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 Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000402,000,000, Class A-2 Notes for original issue in an the aggregate principal amount of $275,000,000620,000,000, Class A-3 Notes for original issue in an the aggregate principal amount of $270,000,000680,000,000, Class A-4 Notes for original issue in an the aggregate principal amount of $94,934,000 240,000,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,00060,000,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Class A-1 Notes shall be issuable as registered Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. The Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes Bonds shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes Bonds may be manual or facsimile. Notes Bonds bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Bonds or did not hold such offices at the date of such NotesBonds. The Indenture Trustee shall upon receipt of an Issuing Entity Order Issuer Request authenticate and deliver the Class A-1 Notes A-1, Class M-1 and Class M-2 Bonds for original issue in an aggregate initial principal amount of $245,000,000, 199,000,000. The Class A-2 Notes for original issue A-1 Bonds shall be issued in an aggregate initial principal amount of $275,000,000181,000,000, the Class A-3 Notes for original issue M-1 Bonds shall be issued in an aggregate initial principal amount of $270,000,000, 10,000,000 and the Class A-4 Notes for original issue M-2 Bonds shall be issued in an aggregate initial principal amount of $94,934,000 and 8,000,000. The Class B Notes for original issue A-IO Bonds shall be issued in an aggregate principal initial notional amount of $18,957,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.0620,000,000. Each Note of the Bonds shall be dated the date of its authentication. The Notes Bonds shall be issuable as registered Notes Bonds and the Bonds shall be issuable in the minimum denomination initial Bond Principal Balances or Notional Amounts of $1,000 25,000 and in integral multiples of $1 in excess thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Bond a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note Bond shall be conclusive evidence, and the only evidence, that such Note Bond has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the 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 Issuing Entity shall bind the Issuing 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 receipt of an Issuing Entity Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000[ ], Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000[ ], Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000[ ], Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 [ ]and Class B Notes for original issue in an aggregate principal amount of $18,957,000[ ]. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof[; provided, that the minimum amounts of any Retained the Class [ ] Notes shall be subject to the restrictions set forth in Section 2.04]. 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 Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Request authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000equal to the Initial Aggregate Note Balance. The Class A-1, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000A-2, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, and Class A-4 Notes for original issue in an aggregate shall have initial principal amount or notional amounts of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The aggregate principal amount of the Initial Class A-1 NotesNote Balance, Initial Class A-2 NotesNote Balance, Initial Class A-3 Notes, Note Balance and Initial Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06Note Balance, respectively. Each 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 the minimum denomination denominations of $25,000 and integral multiples of $1,000 and in integral multiples excess thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any an Authorized Officer of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $245,000,00074,800,000 of Class A-1 Notes, (ii) $99,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $122,000,000 of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount Notes, and (iv) $104,200,000 of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, except that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Request authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000equal to the Initial Aggregate Note Balance. The Class A-1, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000A-2, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000A-3, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B A-5 Notes for original issue in an aggregate shall have initial principal amount amounts of $18,957,000. The aggregate principal amount of the Initial Class A-1 NotesNote Balance, Initial Class A-2 NotesNote Balance, Initial Class A-3 NotesNote Balance, Initial Class A-4 Notes Note Balance and Initial Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06A-5 Note Balance, respectively. Each 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 the minimum denomination denominations of $25,000 and integral multiples of $1,000 and in integral multiples excess thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 A Notes for original issue in an aggregate principal amount of $245,000,000equal to the Initial Class A Principal Balance, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The aggregate principal amount of equal to the Initial Class A-1 NotesB Principal Balance, Class A-2 NotesC Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class A-3 NotesD Notes for original issue in an aggregate amount equal to the Initial Class D Principal Balance, Class A-4 E Notes for original issue in an aggregate amount equal to the Initial Class E Principal Balance and Class B F Notes outstanding at any time may not exceed such respective amounts except as provided for original issue in Section 2.06an aggregate amount equal to the Initial Class F Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable issued as registered Notes in the minimum denomination initial denominations of $1,000 250,000 (provided that the Class E Notes will be issued in minimum initial denominations of $1,000,000) and in integral multiples of $1,000 in excess thereof; provided, provided that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the 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 Issuing Entity shall bind the Issuing 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 receipt of an Issuing Entity Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000[ ], Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000[ ], Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000[ ], Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 [ ] and Class B Notes for original issue in an aggregate principal amount of $18,957,000[ ]. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. 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 Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices 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 receipt of an Issuing Entity Order Issuer Request authenticate and deliver each Class A-1 of Notes for original issue in an aggregate initial principal amount equal to the Initial Note Principal Balance or Initial Notional Amount, as applicable, for such Class of $245,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note of the Notes shall be dated the date of its authentication. The Class I-A-1, Class I-A-2, Class II-A-1 and Class II-A-2 Notes shall be issuable as registered Notes in book-entry form and the Notes shall be issuable in the minimum denomination initial Note Principal Balances of $1,000 25,000 and in integral multiples of $1 in excess thereof; provided, that the minimum amounts of any Retained . The Class X Notes shall be subject to issuable as registered Notes in physical form and the restrictions set forth Notes shall be issuable in Section 2.04the minimum initial Notional Amount of $25,000 and in integral multiples of $1 in excess thereof. The Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Notes shall be issuable as registered Notes in physical form and the Notes shall be issuable in the minimum initial Note Principal Balances or Notional Amounts, as applicable, 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 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 Issuing Entity Issuer by any of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i)$77,000,000 of Class A-1 Notes, (ii) $245,000,000, 79,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $128,000,000 of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount Notes, and (iv) $91,000,000 of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, except that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i)$78,000,000 of Class A-1 Notes, (ii) $245,000,000, 96,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $131,000,000 of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount Notes, and (iv) $95,000,000 of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, except that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000185,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000265,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000193,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 282,000,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,00038,947,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. 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 Issuing Entity 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 Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000equal to the Initial Class A-1 Principal Balance, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000equal to the Maximum Class A-2 Commitments, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The aggregate principal amount of equal to the Initial Class A-1 NotesB Principal Balance, Class A-2 NotesC Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class A-3 NotesD Notes for original issue in an aggregate amount equal to the Initial Class D Principal Balance, Class A-4 E Notes for original issue in an aggregate amount equal to the Initial Class E Principal Balance and a Class B Notes outstanding at any time may not exceed such respective amounts except as provided F Note for original issue in Section 2.06an aggregate amount equal to the Initial Class F Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination initial denominations of $1,000 250,000 and in integral multiples of $1,000 in excess thereof; provided, however, that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed by the Owner Trustee on behalf of the Issuing Entity by any of its Authorized OfficersEntity. 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 Issuing Entity Owner Trustee shall bind the Issuing Entity, notwithstanding that any such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuing Entity Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount amounts of the Notes: (i) $245,000,000[●] of Class A-1 Notes, (ii) $[●] of Class A-2 Notes for original issue in an aggregate principal amount A-2[a] Notes, [(iii) $[●] of Class A-2b Notes,] [(iv)] $275,000,000, [●] of Class A-3 Notes for original issue in an aggregate principal amount and [(v)] $[●] of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in the book-entry form in minimum denomination denominations of $1,000 [25,000] and in integral multiples of $[1,000] in excess thereof[; provided, that the minimum amounts Retained Notes, if any, shall be issued as Definitive Notes and the holder of any such Retained Notes shall be subject a Note Owner and a Noteholder for all purposes of this Indenture]. No Note may be sold, pledged or otherwise transferred to the restrictions set forth any Person except in accordance with Section 2.042.04 and any attempted sale, pledge or transfer in violation of such Section shall be null and void. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.. 3 (NALT 20[●]-[●] Indenture)

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any an Authorized Officer of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $245,000,000181,000,000 of Class A-1 Notes, (ii) $193,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $177,000,000 of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount Notes, and (iv) $149,000,000 of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, except that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000215,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000223,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000235,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 201,000,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,00039,100,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. 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 Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000225,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000400,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 308,125,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,00046,875,000. The aggregate principal amount of Class A-1 A1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $245,000,00073,000,000 of Class A-1 Notes, (ii) $98,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $126,000,000 of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount Notes, and (iv) $103,000,000 of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, except that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by the Owner Trustee, as provided in the Owner Trust Agreement by any of its the Owner Trustee's Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Owner Trustee shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $245,000,000________ of Class X- 0 Xxxxx, (xx) $________ of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $________ of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount and (iv) $________ of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, except that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Request authenticate and deliver Class A-1 Term Notes for original issue in an aggregate initial principal amount of $245,000,000, Class A-2 332,000,000 and Variable Funding Notes for original issue in an aggregate initial principal amount of $275,000,000, 0. The Class A-3 A-1 Term Notes for original issue in and Class A-2 Term Notes shall have an aggregate initial principal amount of $270,000,000272,716,000 and $59,284,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000respectively. The Variable Funding Balance of any Class of Variable Funding Notes in the aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed the Maximum Variable Funding Balance for such respective amounts except as provided in Section 2.06Class. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes, and the Term Notes shall be issuable in the minimum denomination denominations of $250,000 and integral multiples of $1,000 and in integral multiples excess thereof; provided, that . Each Class of the minimum amounts of any Retained Variable Funding Notes shall be subject initially issued with a Variable Funding Balance of $0 or, if applicable, with a Variable Funding Balance in an amount equal to the restrictions set forth in Balance Differential for the related Loan Group and the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 2.044.01(b). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000_________. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amount except as provided in Section 2.062.5. Each Note shall be dated the date of its authentication. The Class A Notes shall be issuable as registered Class A Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, that the minimum amounts of any Retained . The Class B Notes shall be subject to issuable as registered Class B Notes in the restrictions set forth minimum denomination of $100,000 and in Section 2.04integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any an Authorized Officer of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $245,000,00079,000,000 of Class A-1 Notes, (ii) $97,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $107,000,000 of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount Notes, and (iv) $117,000,000 of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, except that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices 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 receipt of an Issuing Entity Order Issuer Request authenticate and deliver each Class A-1 of Notes for original issue in an aggregate initial principal amount equal to the Initial Note Principal Balance or Initial Notional Amount, as applicable, for such Class of $245,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note of the Notes shall be dated the date of its authentication. The Class A-1 Notes, Class A-2 Notes and Class A-3 Notes shall be issuable as registered Notes in book-entry form and shall be issuable in the minimum denomination initial Note Principal Balances of $1,000 100,000 and in integral multiples of $1 in excess thereof; provided, that the minimum amounts of any Retained . The Class X Notes shall be subject to issuable as registered Notes in physical form and shall be issuable in the restrictions set forth minimum initial Notional Amount of $100,000 and in Section 2.04integral multiples of $1 in excess thereof. The Class M, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Notes shall be issuable as registered Notes in physical form and shall be issuable in the minimum initial Note Principal Balances of $100,000 and in integral multiples of $1 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose 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 Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000150,000,000, Class A-2 Notes for original issue in the aggregate principal amount of $588,225,000, and Subordinate Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,00026,775,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Subordinate Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Senior Notes shall be issuable as registered Book-Entry Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, that the minimum amounts of any Retained . The Subordinate Notes shall be subject to issuable as registered, certificated Notes in the restrictions set forth minimum denomination of $250,000 and in Section 2.04integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $245,000,000389,000,000 of Class A-1 Notes, (ii) $713,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $325,000,000 of Class A-3A Notes, (iv) $275,000,000682,000,000 of Class A-3B Notes, Class A-3 Notes for original issue in an aggregate principal amount (v) $306,000,000 of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount Notes, (vi) $105,000,000 of $94,934,000 and Class B Notes, (vii) $112,000,000 of Class C Notes for original issue in an aggregate principal amount and (viii) $91,000,000 of $18,957,000Class D Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 A-3A Notes, Class A-3B Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class B D Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $245,000,00074,000,000 of Class A-1 Notes, (ii) $115,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $132,000,000 of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount Notes, and (iv) $119,000,000 of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 NotesA- 2 Xxxes, Class A-3 Notes, Notes and Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, except that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed by the Owner Trustee on behalf of the Issuing Entity by any of its Authorized OfficersIssuer. The signature of any such Authorized Officer authorized officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers authorized officers of the Issuing Entity Owner Trustee shall bind the Issuing EntityIssuer, notwithstanding that any such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuing Entity Order a Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount amounts of the Notes: (i) $245,000,000_________ of Class A-1 Notes, (ii) $_________ of Class A-2 Notes, (iii) $_________ of Class A-3a Notes for original issue in an aggregate principal amount and (iv) $_________ of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000A-3b Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 A-3a Notes and Class B A-3b Notes outstanding at any time may not exceed such respective amounts amounts, except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in the book-entry form in minimum denomination denominations of $1,000 100,000 and in integral multiples of $1,000 in excess thereof; provided. No Note may be sold, that the minimum amounts pledged or otherwise transferred to any Person except in accordance with Section 2.03 and any attempted sale, pledge or transfer in violation of any Retained Notes such Section shall be subject to the restrictions set forth in Section 2.04null and void. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.. Indenture

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) The Indenture Trustee shall shall, upon receipt of an Issuing Entity Order Issuer Order, authenticate and deliver 5.066% Class A-1 Asset Backed Notes for original issue in an aggregate principal amount of $245,000,00091,000,000, 5.43% Class A-2 Asset Backed Notes for original issue in an aggregate principal amount of $275,000,000110,000,000, 5.50% Class A-3 Asset Backed Notes for original issue in an aggregate principal amount of $270,000,000120,000,000, and 5.63% Class A-4 Asset Backed Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,00090,980,000. The aggregate principal amount amounts of 5.066% Class A-1 Asset Backed Notes, 5.43% Class A-2 Asset Backed Notes, 5.50% Class A-3 Notes, Asset Backed Notes and 5.63% Class A-4 Notes and Class B Asset Backed Notes outstanding at any time may not exceed such those respective amounts except as provided in Section 2.062.6. (d) Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination denominations of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. (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.. SECTION 2.3

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, (a) authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Class A Notes: (i) $245,000,00062,000,000 of Class A-1 Notes, (ii) $132,000,000 of Class A-2 Notes, (iii) $91,000,000 of Class A-3 Notes and (iv) $91,000,000 of Class A-4 Notes, and (b) authenticate and deliver for original issue in an aggregate principal amount of $275,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000I Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, except that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000equal to the Initial Class A-1 Principal Balance, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000equal to the Initial Class A-2 Principal Balance, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The aggregate principal amount of equal to the Initial Class A-1 NotesB Principal Balance, Class A-2 NotesC Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class A-3 NotesD Notes for original issue in an aggregate amount equal to the Initial Class D Principal Balance, Class A-4 E Notes for original issue in an aggregate amount equal to the Initial Class E Principal Balance and a Class B Notes outstanding at any time may not exceed such respective amounts except as provided F Note for original issue in Section 2.06an aggregate amount equal to the Initial Class F Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination initial denominations of $1,000 500,000 and in integral multiples of $1,000 in excess thereof; provided, however, that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any an Authorized Officer of its Authorized Officersthe Securities 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 Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices 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 receipt of an Issuing Entity Order Issuer Request authenticate and deliver each Class A-1 of Notes for original issue in an aggregate initial principal amount equal to the Initial Note Principal Balance or Initial Notional Amount, as applicable, for such Class of $245,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note of the Notes shall be dated the date of its authentication. The Class 1-A-1, Class 2-A-1A, Class 2-A-1B, Class 2-A-1C, Class 2-A-1E, Class 2-A-2, Class 3-A-1, Class 4-A-1, Class 5-A-1 Notes shall be issuable as registered Notes in book-entry form and the Notes shall be issuable in the minimum denomination initial Note Principal Balances of $1,000 25,000 and in integral multiples of $1 in excess thereof; provided. The Class 1-A-2, that the minimum amounts of any Retained Class 3-A-2, Class 4-A-2, Class 5-A-2, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Notes shall be subject to issuable as registered Notes in physical form and the restrictions set forth Notes shall be issuable in Section 2.04the minimum initial Note Principal Balances, as applicable, of $100,000 and in integral multiples of $1 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose 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 Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 the Notes for original issue in an the Classes and aggregate principal amount of $245,000,000, amounts as set forth below: Class Aggregate Principal Amount Class A-1 $ ,000 Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000, $ ,000 Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, A-3a $ ,000 Class A-3b $ ,000 Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and $ ,000 Class B Notes for original issue in an aggregate principal amount of $18,957,000. $ ,000 Class C $ ,000 Class D $ ,000 The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall initially be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000280,000,000.00, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000480,000,000.00, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, 390,000,000.00 and Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000300,684,000.00. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, except that the minimum amounts of any Retained Class A-1 Notes shall be subject to the restrictions set forth in Section 2.04have a minimum denomination of $1,000,000. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Request authenticate and deliver Class A-1 Notes for original issue in an aggregate initial principal amount of $245,000,000224,099,000. The Class A-1, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000A-2, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000A-3, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 A-4, Class A-5, Class A-6, Class M-1, Class M-2 and Class B Notes for original issue in an aggregate shall have initial principal amount amounts of $18,957,000. The aggregate principal amount of the Initial Class A-1 NotesNote Balance, Initial Class A-2 NotesNote Balance, Initial Class A-3 NotesNote Balance, Initial Class A-4 Notes Note Balance, Initial Class A-5 Note Balance, Initial Class A-6 Note Balance, Initial Class M-1 Note Balance, Initial Class M-2 Note Balance and Initial Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06Note Balance, respectively. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes, and the Notes shall be issuable in the minimum denomination denominations of $25,000 and integral multiples of $1,000 and in integral multiples excess thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver for original issue (i) Class A-1 Notes for original issue in an aggregate principal amount Aggregate Principal Amount of $245,000,000141,000,000, (ii) Class A-2 Notes for original issue in an aggregate principal amount Aggregate Principal Amount of $275,000,00090,000,000, (iii) Class A-3 Notes for original issue in an aggregate principal amount Aggregate Principal Amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and 172,276,000 (iv) Class B Notes for original issue in an aggregate principal amount Aggregate Principal Amount of $18,957,00016,992,000, (v) Class C Notes in an Aggregate Principal Amount of $16,992,000, and (vi) Class D Notes in an Aggregate Principal Amount of $15,859,654. The aggregate principal amount Aggregate Principal Amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1 in excess thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be -------------------------------------- executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 A-1A Notes for original issue in an aggregate principal amount of $245,000,00065,000,000, Class A-2 A-1B Notes for original issue in an aggregate principal amount of $275,000,000136,250,000, Class A-3 A-2 Notes for original issue in an aggregate principal amount of $270,000,00012,500,000, Class A-4 A-3 Notes for original issue in an aggregate principal amount of $94,934,000 11,875,000, and Class B A-4 Notes for original issue in an aggregate principal amount of $18,957,0009,375,000. The aggregate principal amount of Class A-1 A-1A Notes, Class A-1B Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts that amount except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Senior Notes shall be executed on behalf of by the Issuing Entity Lease Trustee by any of its Authorized OfficersOfficers on behalf of the Lease Trust. The signature of any such Authorized Officer on the Senior Notes may be manual or facsimile. Senior Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Lease Trust shall bind the Issuing EntityLease Trust, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Notes or did not hold such offices at the date of such Senior Notes. The Indenture Trustee shall upon receipt of an Issuing Entity Issuer Order authenticate and deliver the Class A-1 Senior Notes for original issue in an aggregate principal amount of $245,000,000, 150,000,000 and the Class A-2 Senior Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000660,843,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Senior Notes and Class B A-2 Senior Notes outstanding at any time may not exceed such those respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication2.5. The Senior Notes shall be issuable as registered Senior Notes in the minimum denomination denominations of $1,000 and in integral multiples of $1,000 in excess thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Senior Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Senior Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Senior Note shall be conclusive evidence, and the only evidence, that such Senior Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000380,000,000, Class A-2 Notes for original issue in an the aggregate principal amount of $275,000,000427,000,000, Class A-3 Notes for original issue in an the aggregate principal amount of $270,000,000366,000,000, Class A-4 Notes for original issue in an the aggregate principal amount of $94,934,000 282,000,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,00045,000,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Class A-1 Notes shall be issuable as registered Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. The Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 written order of an Issuing Entity Order the Seller, authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000, [________] Class A-2 Notes for an original issue in an aggregate principal amount of $275,000,000[_________], Class A-3 Notes for an original issue in an aggregate principal amount of $270,000,000, [_________] and Class A-4 B Notes for an original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000[_________]. The aggregate principal amount of Class A-1 Notes, Class A-2 NotesNotes , Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts amounts, respectively, except as provided in Section 2.06SECTION 2.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes Each Note shall be executed by manual or facsimile signature on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such an Authorized Officer on of the Notes may be manual or facsimileIssuer. Notes bearing the manual or facsimile signature of individuals an individual who were was, at any the time Authorized Officers when such signature was affixed, authorized to sign on behalf of the Issuing Entity Issuer shall bind the Issuing Entitynot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such offices be so authorized prior to the authentication and delivery of such Notes or did does not hold such offices office at the date of issuance of such Notes. The On the Closing Date, the Indenture Trustee shall shall, upon receipt of an Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 A Notes for original issue in an aggregate principal amount of $245,000,000875,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The 118,430,000, Class C Notes for original issue in an aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes $69,080,000 and Class B D Notes outstanding at for original issue in an aggregate principal amount of $121,710,000. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may not exceed deliver Notes executed by the Issuer to the Indenture Trustee for authentication and delivery, and the Indenture Trustee, upon Issuer Order, shall authenticate and deliver such respective amounts except Notes as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 this Indenture and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04not otherwise. 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 authentication, substantially in the form provided for herein herein, executed by or on behalf of the Indenture Trustee by the manual signature of one of its a duly authorized signatoriessignatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the 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 Issuing Entity shall bind the Issuing 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 receipt of an Issuing Entity Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000[•], Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000[•], Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000[•], Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 [•] and Class B Notes for original issue in an aggregate principal amount of $18,957,000[•]. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. 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 Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Request authenticate and deliver Class A-1 Notes for original issue in an aggregate initial principal amount of $245,000,00043,101,000 with respect to the Class A-I-1 Notes, $32,786,000 with respect to the Class A-2 A-I-2 Notes, $32,808,000 with respect to the Class A-I-3 Notes, $21,193,000 with respect to the Class A-I-4 Notes, $21,418,000 with respect to the Class A-I- 5 Notes, $40,489,000 with respect to the Class A-I-6 Notes, $33,205,000 with respect to the Class A-I-7 Notes and $100,000,000 with respect to the Class A-II Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Notes for original issue in an aggregate principal initial notional amount of $275,000,000, 32,500,000 with respect to the Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000A-IO Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its their authentication. The Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum denomination initial Note Balances or Notional Amounts of $1,000 25,000 and in integral multiples of $1 in excess thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) The Indenture Trustee shall shall, upon receipt of an Issuing Entity Order Issuer Order, authenticate and deliver [ ]% Class A-1 Asset Backed Notes for original issue in an aggregate principal amount of $245,000,000[ ], [ ]% Class A-2 Asset Backed Notes for original issue in an aggregate principal amount of $275,000,000[ ], [ ]% Class A-3 Asset Backed Notes for original issue in an aggregate principal amount of $270,000,000, [ ] and [ ]% Class A-4 Asset Backed Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000[ ]. The aggregate principal amount amounts of [ ]% Class A-1 Asset Backed Notes, [ ]% Class A-2 Asset Backed Notes, [ ]% Class A-3 Notes, Asset Backed Notes and [ ]% Class A-4 Notes and Class B Asset Backed Notes outstanding at any time may not exceed such those respective amounts except as provided in Section 2.062.6. (d) Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination denominations of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. (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.. SECTION 2.3

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000337,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000499,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000451,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and 151,080,000, Class B Notes for original issue in an aggregate principal amount of $18,957,00028,790,000 and Class C Notes for original issue in an aggregate principal amount of $44,360,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, the Class B Notes and the Class B C Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination denominations of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall $1,000 in excess thereof (except for one Note of each class which may be subject to the restrictions set forth issued in Section 2.04a denomination other than an integral multiple of $1,000). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $245,000,00072,000,000 of Class A-1 Notes, (ii) $132,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $107,000,000 of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount and (iv) $93,200,000 of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, except that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 A Notes for original issue in an aggregate principal amount of $245,000,000equal to the Initial Class A Principal Balance, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The equal to the Initial Class B Principal Balance, the Class C Notes for original issue in an aggregate principal amount of equal to the Initial Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes C Principal Balance and Class B D Notes outstanding at any time may not exceed such respective amounts except as provided for original issue in Section 2.06an aggregate amount equal to the Initial Class D Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination initial denominations of $1,000 1,000,000 and in integral multiples of $1,000 in excess thereof; provided, however, that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity 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 Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000equal to the Initial Class A-1 Principal Balance, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000equal to the Maximum Class A-2 Commitment, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The aggregate principal amount of equal to the Initial Class A-1 NotesB Principal Balance, Class A-2 NotesC Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class A-3 NotesD Notes for original issue in an aggregate amount equal to the Initial Class D Principal Balance, a Class A-4 Notes E Note for original issue in an aggregate amount equal to the Initial Class E Principal Balance and a Class B Notes outstanding at any time may not exceed such respective amounts except as provided F Note for original issue in Section 2.06an aggregate amount equal to the Initial Class F Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination initial denominations of $1,000 500,000 and in integral multiples of $1,000 in excess thereof; provided, however, that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any an Authorized Officer of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $245,000,00075,000,000 of Class A-1 Notes, (ii) $100,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $125,000,000 of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount Notes, and (iv) $100,000,000 of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, except that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000228,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000263,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000247,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and 116,600,000, Class B Notes for original issue in an aggregate principal amount of $18,957,00034,030,000 and Class C Notes for original issue in an aggregate principal amount of $32,150,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, the Class B Notes and the Class B C Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination denominations of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall $1,000 in excess thereof (except for one Note of each class which may be subject to the restrictions set forth issued in Section 2.04a denomination other than an integral multiple of $1,000). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000equal to the Initial Class A-1 Principal Balance, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000equal to the Initial Class A-2 Principal Balance, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000equal to the Initial Class A-3 Principal Balance, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The aggregate principal amount of equal to the Initial Class A-1 NotesB Principal Balance, Class A-2 NotesC Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class A-3 Notes, D Notes for original issue in an aggregate amount equal to the Initial Class A-4 Notes D Principal Balance and a Class B Notes outstanding at any time may not exceed such respective amounts except as provided E Note for original issue in Section 2.06an aggregate amount equal to the Initial Class E Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination initial denominations of $1,000 500,000 and in integral multiples of $1,000 in excess thereof; provided, however, that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Request authenticate and deliver Class A-1 Term Notes for original issue in an aggregate initial principal amount of $245,000,000, Class A-2 284,000,000 and Variable Funding Notes for original issue in an aggregate initial principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,0000. The Security Balance of the Variable Funding Notes in the aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06the Maximum Variable Funding Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes an in the minimum denomination initial Security Balances of $1,000 25,000 and in integral multiples of $1 in excess thereof; provided, that the minimum amounts of any Retained Notes . Each Variable Funding Note shall be subject initially issued with a Security Balance of $0 or, if applicable, with a Security Balance in the amount equal to the restrictions set forth in Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 2.044.01(b). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue the Notes in an the following aggregate principal amount amounts: (i) $272,000,000 of Class A-1 Notes, (ii) $245,000,000, 400,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $535,000,000 of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount and (iv) $100,805,000 of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in the book-entry form in minimum denomination denominations of $1,000 and in integral multiples of $1,000 in excess thereof; provided, however, that on the minimum amounts 2013-B Closing Date, one Class A-1 Note, one Class A-2 Note, one Class A-3 Note and one Class A-4 Note may be issued in a denomination that includes any remaining portion of any Retained Notes shall be subject to the restrictions set forth in Section 2.04Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial A-3 Note Balance and the Initial Class A-4 Note Balance, respectively. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive 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 Issuing Entity by any of its Authorized OfficersEntity. 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 Issuing Entity Owner Trustee shall bind the Issuing Entity, notwithstanding that any such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuing Entity Order Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount amounts of the Notes: (i) $245,000,000[●] of Class A-1 Notes, (ii) $[●] of Class A-2 Notes for original issue in an aggregate principal amount A-2[a] Notes, [(iii) $[●] of Class A-2[b] Notes,] [(iv)] $275,000,000, [●] of Class A-3 Notes for original issue in an aggregate principal amount and [(v)] $[●] of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in the book-entry form in minimum denomination denominations of $1,000 25,000 and in integral multiples of $1,000 in excess thereof[; provided, that the minimum amounts Retained Notes, if any, shall be issued as Definitive Notes and the holder of any such Retained Notes shall be subject a Note Owner and a Noteholder for all purposes of this Indenture]. No Note may be sold, pledged or otherwise transferred to the restrictions set forth any Person except in accordance with Section 2.042.04 and any attempted sale, pledge or transfer in violation of such Section shall be null and void. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.. 3 (NALT 20[●]-[●] Indenture)

Execution, Authentication and Delivery. The Notes shall -------------------------------------- be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000151,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000225,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000203,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 174,875,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,00048,900,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. ------------ Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. 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 Issuing Entity Issuer by the Owner Trustee, as provided in the Owner Trust Agreement by any of its the Owner Trustee's Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Owner Trustee shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $245,000,000125,000,000 of Class A-1 Notes, (ii) $314,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $196,000,000 of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount and (iv) $151,800,000 of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, except that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity 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 Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 A Notes for original issue in an aggregate principal amount of $245,000,000equal to the Initial Class A Principal Balance, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The aggregate principal amount of equal to the Initial Class A-1 NotesB Principal Balance, Class A-2 Notes, C Notes for original issue in an aggregate amount equal to the Initial Class A-3 Notes, Class A-4 C Principal Balance and Subordinated Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided for original issue in Section 2.06an aggregate amount equal to the Initial Subordinated Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in minimum initial denominations equal to the minimum denomination of $1,000 applicable Minimum Denomination and in integral multiples of $1,000 in excess thereof; provided, provided that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000196,989,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,00052,989,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000218,577,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and 32,672,000, Class B Notes for original issue in an aggregate principal amount of $18,957,00030,294,000 and Class C Notes in an aggregate principal amount of $19,278,352. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class B C Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 10,000 and in integral multiples of $1,000 in excess thereof; provided, except that the minimum amounts of any Retained Notes shall one Class C Note may be subject to the restrictions set forth issued in Section 2.04another denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any an Authorized Officer of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $245,000,00092,000,000 of Class A-1 Notes, (ii) $92,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $155,000,000 of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount Notes, and (iv) $111,000,000 of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, except that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 A Notes for original issue in an aggregate principal amount of $245,000,000equal to the Initial Class A Principal Balance, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The aggregate principal amount of equal to the Initial Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes B Principal Balance and Class B C Notes outstanding at any time may not exceed such respective amounts except as provided for original issue in Section 2.06an aggregate amount equal to the Initial Class C Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination initial denominations of $1,000 1,000,000 and in integral multiples of $100,000 in excess thereof; provided, however, that the minimum amounts ----------------- one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity 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 Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity the Issuer Order authenticate and deliver the Class A-1 A Notes for original issue in an aggregate principal amount of $245,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and 153,000,000 Class B Notes for original issue in an the aggregate principal amount of $18,957,000. The 44,800,000 and Class C Notes for original issue in the aggregate principal amount of $2,300,000. The Class A-1 A Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 B Notes and Class B C Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06amounts. Each Note shall be dated the date of its authentication. The Class A Notes and Class B Notes shall be issuable as registered Notes in the minimum denomination of $1,000 250,000 and in integral multiples thereof; provided, of $1,000 thereafter. It is intended that the minimum amounts Class A Notes and Class B Notes be registered so as to participate in a book-entry system with the Clearing Agency as set forth herein. The Class A Notes and Class B Notes shall each be initially issued in the form of any Retained a single fully-registered note for Qualified Institutional Buyers and a single fully-registered note for Institutional Accredited Investors, if any, with a denomination in the aggregate equal to the original principal balance of such class of Notes. Upon initial issuance, the ownership of such Notes shall be subject to registered in the restrictions set forth Note Register in Section 2.04the name of Cede & Co., or any successor thereto, as nominee for the Clearing Agency. 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 signatoriesResponsible Officers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Request authenticate and deliver Class A-1 Term Notes for original issue in an aggregate initial principal amount of $245,000,000, Class A-2 258,236,000 and Variable Funding Notes for original issue in an aggregate initial principal amount of $275,000,000, 0. The Class A-3 A-1 Notes for original issue in and the Class A-2 Notes shall have an aggregate initial principal amount of $270,000,000128,836,000 and $129,400,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000respectively. The Variable Funding Balance of the Variable Funding Notes in the aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06the Maximum Variable Funding Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes, and the Term Notes shall be issuable in the minimum denomination denominations of $25,000 and integral multiples of $1,000 and in integral multiples excess thereof; provided, that . Each Class of the minimum amounts of any Retained Variable Funding Notes shall be subject initially issued with a Variable Funding Balance of $0 or, if applicable, with a Variable Funding Balance in an amount equal to the restrictions set forth in Balance Differential for the related Group and the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 2.044.01(b). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000500,000,000, Class A-2 Notes for original issue in an the aggregate principal amount of $275,000,000595,000,000, Class A-3 Notes for original issue in an the aggregate principal amount of $270,000,000500,000,000, Class A-4 Notes for original issue in an the aggregate principal amount of $94,934,000 345,000,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,00060,000,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Class A-1 Notes shall be issuable as registered Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. The Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000130,000,000, Class A-2 Notes for original issue in the aggregate principal amount of $506,900,000, and Subordinate Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,00023,100,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Subordinate Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Senior Notes shall be issuable as registered Book-Entry Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, that the minimum amounts of any Retained . The Subordinate Notes shall be subject to issuable as registered, certificated Notes in the restrictions set forth minimum denomination of $250,000 and in Section 2.04integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes Bonds shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes Bonds may be manual or facsimile. Notes Bonds bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Bonds or did not hold such offices at the date of such NotesBonds. The Indenture Trustee shall upon receipt of an Issuing Entity Order Issuer Request authenticate and deliver the Class A-1 Notes A-1, Class A-2, Class M-1, Class M-2, Class M-3 and Class M-4 Bonds for original issue in an aggregate initial principal amount of $245,000,000, 1,000,000,000. The Class A-2 Notes for original issue A-1 Bonds shall be issued in an aggregate initial principal amount of $275,000,000861,000,000, the Class A-3 Notes for original issue A-2 Bonds shall be issued in an aggregate initial principal amount of $270,000,00033,000,000, Class A-4 Notes for original issue M-1 Bonds shall be issued in an aggregate initial principal amount of $94,934,000 and 35,000,000, the Class B Notes for original issue M-2 Bonds shall be issued in an aggregate initial principal amount of $18,957,000. The 46,500,000, Class M-3 Bonds shall be issued in an aggregate initial principal amount of $17,000,000 and the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided M-4 Bonds shall be issued in Section 2.06an aggregate initial principal amount of $7,500,000. Each Note of the Bonds shall be dated the date of its authentication. The Notes Bonds shall be issuable as registered Notes Bonds and the Bonds shall be issuable in the minimum denomination initial Bond Principal Balances of $1,000 25,000 and in integral multiples of $1 in excess thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Bond a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note Bond shall be conclusive evidence, and the only evidence, that such Note Bond has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver for original issue (i) Class A-1 Notes for original issue in an aggregate principal amount Aggregate Principal Amount of $245,000,000197,000,000, (ii) Class A-2 A-2A Fixed Rate Notes for original issue in an aggregate principal amount Aggregate Principal Amount of $275,000,000105,000,000, (iii) Class A-2B Floating Rate Notes in an Aggregate Principal Amount of $47,000,000, (iv) Class A-3 Notes for original issue in an aggregate principal amount Aggregate Principal Amount of $270,000,000199,035,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and (v) Class B Notes for original issue in an aggregate principal amount Aggregate Principal Amount of $18,957,00018,676,000, (vi) Class C Notes in an Aggregate Principal Amount of $26,636,000, and (vii) Class D Notes in an Aggregate Principal Amount of $18,982,039. The aggregate principal amount Aggregate Principal Amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 such Classes of Notes and Class B Notes outstanding Outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.06. Each Note shall be dated the date of its authentication2.05. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1.00 in excess thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatoriesResponsible Officers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000189,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000156,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000257,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 139,300,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,00043,725,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. 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 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 Issuing Entity shall bind the Issuing 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 receipt of an Issuing Entity Order Request authenticate and deliver the Class A-1 A Notes for original issue in an aggregate initial principal amount of $245,000,000200,646,000. The Class A-1 Notes shall be issued in an aggregate initial Note Balance of $102,596,000, and the Class A-2 Notes for original issue shall be issued in an aggregate principal amount initial Note Balance of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.0698,050,000. Each Note of the Notes shall be dated the date of its authentication. The Class A-1 Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum denomination initial Note Balances of $1,000 100,000 and in integral multiples of $1 in excess thereof; provided, that the minimum amounts of any Retained . The Class A-2 Notes shall be subject to issuable as registered Notes and the restrictions set forth Notes shall be issuable in Section 2.04the minimum initial Note Balances of $25,000 and in integral multiples of $25,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000557,000,000, Class A-2 Notes for original issue in an the aggregate principal amount of $275,000,000279,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an the aggregate principal amount of $18,957,00054,600,000 and Class C Notes for original issue in the Class C Stated Principal Amount of $54,597,630. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 B Notes and Class B C Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Class A-1 Notes shall be issuable as registered Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. The Class C Notes shall be issuable as registered Notes in the minimum denomination of $1,000,000 and in integral multiples of $1 in excess thereof. The Class A-2 Notes and Class B Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $245,000,00053,000,000 of Class A-1 Notes, (ii) $70,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $89,000,000 of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount and (iv) $54,000,000 of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, except that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Request authenticate and deliver Class A-1 A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6 IO, Class M-1, Class M-2 and Class B-1 Notes for original issue issue. The Notes shall be issued in an aggregate initial principal amount of $245,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.0699,744,000.00. Each Note Class of Notes shall be dated the date of its authentication. The Class A Notes (other than the Class A-6 IO Notes) and Class M-1 Notes shall be issuable as registered Notes and shall be issuable in the minimum denomination initial Note Principal Balances of $1,000 25,000 and in integral multiples of $1 in excess thereof; provided, that the minimum amounts of any Retained . The Class A-6 IO Notes shall be subject to issuable as registered Notes and shall be issuable in the restrictions set forth minimum initial Notional Amounts of $2,000,000 and in Section 2.04integral multiples of $1 in excess thereof. The Class M-2 Notes and Class B-1 Notes shall be issuable as registered Notes and shall be issuable in the minimum initial Note Principal Balances of $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 purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity 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 Issuing Entity Trust shall bind the Issuing EntityTrust, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall Trustee, upon receipt from the Trust of an Issuing Entity a written Authentication Order in the form of Exhibit H hereto, shall authenticate and deliver Notes of each Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000, Class A-2 Notes equal to the Original Note Principal Balance for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000such Class. The aggregate principal amount Notes of such Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Class A Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, that the minimum amounts of any Retained . The Mezzanine Notes shall be subject to issuable as registered Notes in the restrictions set forth minimum denomination of $100,000 and in Section 2.04integral multiples of $1,000 in excess thereof. The Class C, Class S and Class P Notes shall be issuable as registered Notes in the minimum Percentage Interests of 10% and in integral multiples of 10% 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 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 signatoriesResponsible Officers, 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 Class A, Class M-1, Class M-2 and Class B-1 Notes shall be Book-Entry Notes and the Class C, Class S and Class P Notes shall be Definitive Notes.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices 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 receipt of an Issuing Entity Order Issuer Request authenticate and deliver each Class A-1 of Notes for original issue in an aggregate initial principal amount equal to the Initial Note Principal Balance or Initial Notional Amount, as applicable, for such Class of $245,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note of the Notes shall be dated the date of its authentication. The Class 1-A, Class 2-A and Class 3-A Notes shall be issuable as registered Notes in book-entry form and the Notes shall be issuable in the minimum denomination initial Note Principal Balances of $1,000 100,000 and in integral multiples of $1 in excess thereof; provided, that the minimum amounts of any Retained . The Class X Notes shall be subject to issuable as registered Notes in physical form and the restrictions set forth Notes shall be issuable in Section 2.04the minimum initial Notional Amount of $100,000 and in integral multiples of $1 in excess thereof. The Class M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Notes shall be issuable as registered Notes in physical form and the Notes shall be issuable in the minimum initial Note Principal Balances or Notional Amounts, as applicable, of $100,000 and in integral multiples of $1 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose 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 Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 A Notes for original issue in an aggregate principal amount of $245,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000_____________ and $____________, respectively. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes A Note Balance and Class B Notes outstanding Note Balance at any time may not exceed such respective amounts except as provided in Section 2.06amounts. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 ________ and in integral multiples of $1,000 in excess thereof; provided, however, that one Note of each Class may be issued in an additional amount equal to any remaining portion of the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04original Note Balance for such Class. 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 Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000198,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000197,500,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000232,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 163,000,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,00046,750,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. 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 Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000380,000,000, Class A-2 Notes for original issue in an the aggregate principal amount of $275,000,000375,000,000, Class A-3 Notes for original issue in an the aggregate principal amount of $270,000,000480,000,000, Class A-4 Notes for original issue in an the aggregate principal amount of $94,934,000 220,000,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,00045,000,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Class A-1 Notes shall be issuable as registered Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. The Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Request authenticate and deliver Class A-1 Term Notes for original issue in an aggregate initial principal amount of $245,000,000, Class A-2 477,125,000 and Variable Funding Notes for original issue in an aggregate initial principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,0000. The Security Balance of the Variable Funding Notes in the aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06the Maximum Variable Funding Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Class I Notes (other than the Class A-I-IO Notes), and the Class A-II Notes shall be issuable in the minimum denomination initial Security Balances of $1,000 25,000 and in integral multiples of $1 in excess thereof; provided, that the minimum amounts of any Retained Class A-I-IO Notes shall be subject issuable in the minimum initial Class A-I-IO Notional Amount of $2,000,000 and in integral multiples of $1 in excess thereof. Each Variable Funding Note shall be initially issued with a Security Balance of $0 or, if applicable, with a Security Balance in the amount equal to the restrictions set forth in Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 2.044.01(b). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000200,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000330,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000250,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 230,625,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,00039,375,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimilefacsimile signature by the Issuer. Notes bearing the manual or facsimile signature signatures of individuals who were at any time Authorized Officers authorized to sign on behalf of the Issuing Entity Issuer shall bind be entitled to all benefits under this Indenture, subject to the Issuing Entityfollowing sentence, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. No Note shall be entitled to any benefit under this Indenture, or be valid for any purpose, however, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed at the direction of the Issuer by the Indenture Trustee by manual signature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. All Notes shall be dated the date of their authentication. The Indenture Trustee shall upon receipt of an Issuing Entity Order Issuer Request authenticate and deliver Class A-1 the Notes for original issue in an aggregate initial principal amount of $245,000,000, Class A-2 Notes for original issue in an equal to the aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06Initial Note Amount. Each Note of the Notes shall be dated the date of its authentication. The Class A Notes shall be issuable as registered Notes issued in the minimum denomination Denominations of $1,000 100,000 and in integral multiples of $1 in excess thereof; provided, that the minimum amounts of any Retained Class M Notes shall be subject to the restrictions set forth issued in Section 2.04minimum Denominations of $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 purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000178,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000232,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000212,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 181,900,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,00036,100,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. 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 Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver for original issue the Class A-1 A Notes for original issue in an aggregate principal amount of $245,000,000equal to the Initial Class A Principal Balance, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The aggregate principal amount of equal to the Initial Class A-1 NotesB Principal Balance, Class A-2 NotesC Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class A-3 Notes, D Notes for original issue in an aggregate amount equal to the Initial Class A-4 Notes D Principal Balance and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided E Note for original issue in Section 2.06an aggregate amount equal to the Initial Class E Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 1,000,000 and in integral multiples of $100,000 in excess thereof; provided, however, that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any an Authorized Officer of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $245,000,00093,000,000 of Class A-1 Notes, (ii) $132,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $106,000,000 of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount Notes, and (iv) $119,000,000 of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, except that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000340,000,000, Class A-2 Notes for original issue in an the aggregate principal amount of $275,000,000460,000,000, Class A-3 Notes for original issue in an the aggregate principal amount of $270,000,000375,000,000, Class A-4 Notes for original issue in an the aggregate principal amount of $94,934,000 280,000,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,00045,000,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Class A-1 Notes shall be issuable as registered Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof. The Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000_____________, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000_____________, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000_____________, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and _____________, Class B Notes for original issue in an aggregate principal amount of $18,957,000_____________, Class C Notes in an aggregate principal amount of $_____________ and Class D Notes in an aggregate principal amount of $_____________. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class B D Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 10,000 and in integral multiples of $1 in excess thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them shall have ceased to hold such offices prior 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 Issuing Entity Order Issuer Request authenticate and deliver Class A-1 Term Notes for original issue issuance in their Initial Class Note Balance or Notional Amount as of the Cut-Off Date and Variable Funding Notes for original issuance in an aggregate initial principal amount of $245,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000zero. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time Variable Funding Balance may not exceed such respective amounts except as provided in Section 2.06$25,000,000.00. Each Note shall be dated the date of its authentication. The Notes other than the Class A-IO Notes shall be issuable as registered Notes in the minimum denomination initial Note Balances of $1,000 and in integral multiples of $1 in excess thereof; provided, that the minimum amounts of any Retained . The Class A-IO Notes shall be subject issuable as registered Notes in minimum percentage interests of 5% and in integral multiples of 5% in excess thereof. Each Variable Funding Note shall be initially issued with a Variable Funding Balance of $0 or, if applicable, with a Variable Funding Balance in an amount equal to the restrictions set forth in sum of the Additional Balance Differential for the Collection Period relating to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 2.044.01. 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 Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Request authenticate and deliver Class A-1 Term Notes for original issue in an aggregate initial principal amount of $245,000,000, Class A-2 300,000,000 and Variable Funding Notes for original issue in an aggregate initial principal amount of $275,000,0000. The Class A-1, Class A-2 and Class A-3 Term Notes for original issue in shall have an aggregate initial principal amount of $270,000,000225,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 25,000,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,00050,000,000, respectively. The Variable Funding Balance of any Class of Variable Funding Notes in the aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed the Maximum Variable Funding Balance for such respective amounts except as provided in Section 2.06Class. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes, and the Term Notes shall be issuable in the minimum denomination denominations of $250,000 and integral multiples of $1,000 and in integral multiples excess thereof; provided, that . Each Class of the minimum amounts of any Retained Variable Funding Notes shall be subject initially issued with a Variable Funding Balance of $0 or, if applicable, with a Variable Funding Balance in an amount equal to the restrictions set forth in Balance Differential for the related Loan Group and the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 2.044.01(b). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any an Authorized Officer of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $245,000,00080,000,000 of Class A-1 Notes, (ii) $100,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $100,000,000 of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount Notes, and (iv) $120,000,000 of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, except that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver for original issue the Class A-1 A Notes for original issue in an aggregate principal amount of $245,000,000equal to the Initial Class A Principal Balance, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The aggregate principal amount of equal to the Initial Class A-1 NotesB Principal Balance, Class A-2 NotesC Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class A-3 Notes, D Notes for original issue in an aggregate amount equal to the Initial Class A-4 Notes D Principal Balance and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided E Note for original issue in Section 2.06an aggregate amount equal to the Initial Class E Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 500,000 and in integral multiples of $100,000 in excess thereof; provided, however, that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the 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 Issuing Entity shall bind the Issuing 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 receipt of an Issuing Entity Order Request authenticate and deliver the Class A-1 A Notes for original issue in an aggregate initial principal amount of $245,000,000184,389,000. The Class A-1 Notes shall be issued in an aggregate initial Note Balance of $91,889,000, and the Class A-2 Notes for original issue shall be issued in an aggregate principal amount initial Note Balance of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.0695,500,000. Each Note of the Notes shall be dated the date of its authentication. The Class A-1 Notes shall be issuable as registered Notes and the Notes shall be issuable in the minimum denomination initial Note Balances of $1,000 100,000 and in integral multiples of $1 in excess thereof; provided, that the minimum amounts of any Retained . The Class A-2 Notes shall be subject to issuable as registered Notes and the restrictions set forth Notes shall be issuable in Section 2.04the minimum initial Note Balances of $25,000 and in integral multiples of $25,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity Issuer by any an Authorized Officer of its Authorized Officersthe Owner Trustee, as provided in the Trust Agreement. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Order Issuer Order, authenticate and deliver Class A-1 Notes for original issue in an the following aggregate principal amount of Notes: (i) $245,000,00080,000,000 of Class A-1 Notes, (ii) $105,000,000 of Class A-2 Notes for original issue in an aggregate principal amount Notes, (iii) $148,000,000 of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount Notes, and (iv) $117,000,000 of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an aggregate principal amount of $18,957,000Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B A-4 Notes outstanding at any time may not exceed such respective amounts amounts, except as otherwise provided in Section 2.062.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof; provided, except that the minimum amounts one Note of any Retained Notes shall each Class may be subject to the restrictions set forth issued in Section 2.04a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the 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 Issuing Entity shall bind the Issuing 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 receipt of an Issuing Entity Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000[___], Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000[___], Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000[___], Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 [___] and Class B Notes for original issue in an aggregate principal amount of $18,957,000[___]. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. 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 Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior 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 Issuing Entity Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $245,000,000250,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000600,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000393,750,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 200,000,000, and Class B Notes for original issue in an aggregate principal amount of $18,957,00056,250,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples thereof; provided, that the minimum amounts of any Retained Notes shall be subject to the restrictions set forth in Section 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuing Entity 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 Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. 19914942.3 The Indenture Trustee shall upon receipt of an Issuing Entity the Issuer Order authenticate and deliver the Class A-1 A Notes for original issue in an aggregate principal amount of $245,000,000273,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $275,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $270,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $94,934,000 and Class B Notes for original issue in an the aggregate principal amount of $18,957,000. The 76,000,000 and Class C Notes for original issue in the aggregate principal amount of $1,000,000. The Class A-1 A Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 B Notes and Class B C Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06amounts. Each Note shall be dated the date of its authentication. The Class A Notes and Class B Notes shall be issuable as registered Notes in the minimum denomination of $1,000 250,000 and in integral multiples thereof; provided, of $1,000 thereafter. It is intended that the minimum amounts Class A Notes and Class B Notes be registered so as to participate in a book-entry system with the Clearing Agency as set forth herein. The Class A Notes and Class B Notes shall each be initially issued in the form of any Retained a single fully-registered note for Qualified Institutional Buyers and a single fully-registered note for Institutional Accredited Investors, if any, with a denomination in the aggregate equal to the original principal balance of such class of Notes. Upon initial issuance, the ownership of such Notes shall be subject to registered in the restrictions set forth Note Register in Section 2.04the name of Cede & Co., or any successor thereto, as nominee for the Clearing Agency. 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 signatoriesResponsible Officers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.