Common use of Execution, Authentication and Delivery Clause in Contracts

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Term Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances of $[________] and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding ], Class A-2a Notes for original issue in an aggregate initial principal amount of $[________], Class A-2b Notes for original issue in an aggregate principal amount of $[_____], Class A-3 Notes for original issue in an aggregate principal amount of $[_____], Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and Class B Notes for original issue in an aggregate principal amount of $[_____]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]. Each Note shall be dated the date of its authentication2.06. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding thereof (except for one Note shall of each class which may be initially issued with in a Security Balance denomination other than an integral multiple of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c1,000).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term the Class [A-1] Notes for original issue in an aggregate initial principal amount of $[______________], the Class [A-2] [and Variable Funding Notes for original issue in an aggregate initial principal amount of $[_____________]]. , the Class [The Security Balance of the Variable Funding A-3] Notes for original issue in the aggregate may not exceed the Maximum Variable Funding Balance.] The an aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[__________] and the Class [A-4] Notes for original issue in an aggregate principal amount of $[__________]. The aggregate principal amount of the Class [A-1] Notes, the Class [A-2] Notes, the Class [A-3] Notes and the Security Balance Class [A-4] Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.05. The Notes shall be issuable as registered Notes in minimum denominations of Additional Variable Funding $1,000; [provided, however, that any Retained Notes retained by the Sponsor or the Seller or conveyed to any of their respective Affiliates shall be issued pursuant to as Definitive Notes and the terms holder of Section 4.01 hereofsuch Retained Notes shall be a Note Owner and a Noteholder for all purposes of this Indenture, except as otherwise specified in the Basic Documents]. 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 initial Security Balances of $[________] and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit A, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Request Order, authenticate and deliver Term Notes for original issue (i) Class A-1 Notes in an aggregate initial principal amount of $[______________] [and Variable Funding $ ], (ii) Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________$ ], (iii) Class A-3 Notes in an aggregate principal amount of [$ ], (iv) Class A-4 Notes in an aggregate principal amount of [$ ], (v) Class A-5 Notes in an aggregate principal amount of [$ ], (vi) Class B Notes in an aggregate principal amount of [$ ], (vii) Class C Notes in an aggregate principal amount of [$ ], and (viii) Class D Notes in an aggregate principal amount of [$ ]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of such Classes of Notes outstanding Outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts, except as otherwise provided in Section 4.01 hereof]2.05. 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 initial Security Balances denomination of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding Note thereof or in such other denomination as shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] necessary. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term the Class A‑1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 443,000,000, the Class A‑2a Notes for original issue in an aggregate initial principal amount of $[_____________]]460,000,000, the Class A-2b Notes for original issue in an aggregate principal amount of $240,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $420,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $143,250,000 and the Class B Notes for original issue in an aggregate principal amount of $43,750,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of the Class A‑1 Notes, the Class A‑2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed [the sum of] such respective amounts except as provided in Section 2.05. The Notes shall be issuable as registered Notes in minimum denominations of $[_____________] [1,000 and the Security Balance integral multiples of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]$1,000 in excess thereof. 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 initial Security Balances of $[________] and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Notes for original issue the Notes in an the following aggregate initial principal amount of amounts: (i) $[______________] [and Variable Funding Notes for original issue in an aggregate initial principal amount _ of Class A-1 Notes, (ii) $[_____________]]. [The Security Balance _ of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] Class A-2A Notes, (iii) $[__________ of Class A-2B Notes, (iv) $____] [______ of Class A-3 Notes , (v) $__________ of Class A-4 Notes and the Security Balance (vi) $__________ of Additional Variable Funding Class B Notes. The aggregate principal amount of Class A-1 Notes, Class A-2A Notes, Class A-2B Notes, Class A-3 Notes, Class A-4 Notes issued pursuant to the terms of and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 4.01 hereof]2.06. 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 notes in the book-entry form in minimum initial Security Balances denominations of $[________] 1,000 and in integral multiples of $1,000 in excess thereof; provided, however, that on the 201_-[______] Closing Date, one Class A-1 Note, one Class A-2A Note, one Class A-2B Note, one Class A-3 Note, one Class A-4 Note and one Class B Note may be issued in excess thereofa denomination that includes any remaining portion of the Initial Class A-1 Note Balance, the Initial Class A-2A Note Balance, the Initial Class A-2B Note Balance, the Initial A-3 Note Balance, the Initial Class A-4 Note Balance and the Initial Class B Note Balance, respectively. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be -------------------------------------- executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [[ ], and Variable Funding Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________[ ], Class A-3 Notes for original issue in an aggregate Principle amount of $[ ]. [The Security Balance , Class A-4 Notes for original issue in an aggregate princpal amount of the Variable Funding $[ ], Class A-5 Notes for oringinal issue in the aggregate may not exceed the Maximum Variable Funding Balance.] The an aggregate principal amount of $[ ], Class A-6 Notes for original issue in an aggrgate principal amount of $[ ], Class A-7 Notes for original issue in an aggregate amount of $[ ], Class A-8 Notes for original issue in an aggregate amount of $[ ], Class A-9 Notes for original issue in an aggregate amount of $[ ], Class A-10 Notes for original issue in an aggregate amount of $[ ]. The Aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class A-5 Notes, Class A-6 Notes, Class A-7 Notes, Class A-8 Notes, Class A-9 Notes, Class A-10 Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]2.05. 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 initial Security Balances denomination of $[________] 1.00 and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatoriesofficers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term the Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________], the Class A-2[a] [and Variable Funding Notes for original issue in an aggregate initial principal amount of $[________], [the Class A-2b Notes for original issue in an aggregate principal amount of $[_____],] the Class A-3 Notes for original issue in an aggregate principal amount of $[_____], the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and the Class B Notes for original issue in an aggregate principal amount of $[_____]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of the Class A-1 Notes, the Class A-2[a] Notes, [the Class A-2b Notes,] the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed [the sum of] such respective amounts except as provided in Section 2.05. The Notes shall be issuable as registered Notes in minimum denominations of $[_____________] [1,000 and the Security Balance integral multiples of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]$1,000 in excess thereof. 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 initial Security Balances of $[________] and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit A executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term the Class A‑1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 321,000,000, the Class A‑2a Notes for original issue in an aggregate initial principal amount of $[_____________]]320,860,000, the Class A-2b Notes for original issue in an aggregate principal amount of $263,140,000, the Class A-3 Notes for original issue in an aggregate principal amount of $555,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $100,000,000 and the Class B Notes for original issue in an aggregate principal amount of $40,000,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of the Class A‑1 Notes, the Class A-2a Notes, the Class A‑2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed [the sum of] such respective amounts except as provided in Section 2.05. The Class A Notes shall be issuable as registered Notes in minimum denominations of $[_____________] [1,000 and the Security Balance integral multiples of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]$1,000 in excess thereof. 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 initial Security Balances of $[________] and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding ], Class A-2 Notes for original issue in an the aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding , Class A-3 Notes for original issue in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_______], Class A-4 Notes for original issue in the aggregate principal amount of $[_______] and Class B Notes for original issue in the 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 and the Security Balance of Additional Variable Funding Class B Notes issued pursuant to the terms of outstanding at any time may not exceed such respective amounts except as provided in Section 4.01 hereof]2.06. 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 initial Security Balances denomination of $[________] 1,000 and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term the Class A‑1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 390,000,000, the Class A‑2a Notes for original issue in an aggregate initial principal amount of $[_____________]]367,000,000, the Class A-2b Notes for original issue in an aggregate principal amount of $220,634,000, the Class A-3 Notes for original issue in an aggregate principal amount of $454,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $128,366,000 and the Class B Notes for original issue in an aggregate principal amount of $40,000,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of the Class A‑1 Notes, the Class A‑2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed [the sum of] such respective amounts except as provided in Section 2.05. The Notes shall be issuable as registered Notes in minimum denominations of $[_____________] [1,000 and the Security Balance integral multiples of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]$1,000 in excess thereof. 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 initial Security Balances of $[________] and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 265,000,000, Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]437,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $437,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $133,100,000, Class B Notes for original issue in an aggregate principal amount of $24,700,000, and Class C Notes for original issue in an aggregate principal amount $41,170,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]. Each Note shall be dated the date of its authentication2.06. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding thereof (except for one Note shall of each class which may be initially issued with in a Security Balance denomination other than an integral multiple of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c1,000).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[ ], Class A-2[-A] Notes for original issue in an aggregate principal amount of $[ ], [Class A-2-B Notes for original issue in an aggregate principal amount of $[______________],] [and Variable Funding Class A-3 Notes for original issue in an aggregate initial principal amount of $[_____________[ ], Class A-4 Notes for original issue in an aggregate principal amount of $[ ], Class B Notes for original issue in an aggregate principal amount of $[ ], Class C Notes for original issue in an aggregate principal amount of $[ ], and Class D Notes for original issue in an aggregate principal amount $[ ]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2[-A] Notes, [Class A-2-B Notes,] Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]. Each Note shall be dated the date of its authentication2.06. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________1,000] and in integral multiples of $[______1,000] in excess thereof. [Each Variable Funding thereof (except for one Note shall of each class which may be initially issued with in a Security Balance denomination other than an integral multiple of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c1,000]).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 240,000,000, Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]320,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $320,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $78,600,000, Class B Notes for original issue in an aggregate principal amount of $18,610,000, and Class C Notes for original issue in an aggregate principal amount $31,030,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]. Each Note shall be dated the date of its authentication2.06. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding thereof (except for one Note shall of each class which may be initially issued with in a Security Balance denomination other than an integral multiple of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c1,000).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term the Class A‑1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 456,000,000, the Class A‑2a Notes for original issue in an aggregate initial principal amount of $[_____________]]328,000,000, the Class A-2b Notes for original issue in an aggregate principal amount of $268,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $522,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $132,260,000 and the Class B Notes for original issue in an aggregate principal amount of $43,740,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of the Class A‑1 Notes, the Class A‑2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed [the sum of] such respective amounts except as provided in Section 2.05. The Notes shall be issuable as registered Notes in minimum denominations of $[_____________] [1,000 and the Security Balance integral multiples of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]$1,000 in excess thereof. 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 initial Security Balances of $[________] and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed by the Owner Trustee on behalf of the Issuer by any of its Authorized OfficersIssuer. The signature of any such Authorized Officer authorized officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers authorized officers of the Issuer Owner Trustee shall bind the Issuer, notwithstanding that any such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Request Order, authenticate and deliver Term Notes for original issue in an the following aggregate initial principal amount amounts of the Notes: (i) $[______________] [and Variable Funding Notes for original issue in an aggregate initial principal amount of Class A-1 Notes, (ii) $[_____________]]. [The Security Balance ] of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] Class A-2a Notes, (iii) $[__________] of Class A-2b Notes, (iv) $[__________] of Class A-3 Notes, (v) $[__________] of Class A-4 Notes and the Security Balance (vi) $[__________] of Additional Variable Funding Class B Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 Notes issued pursuant to the terms of and Class B Notes outstanding at any time may not exceed such respective amounts, except as provided in Section 4.01 hereof]2.05. 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 notes in the book-entry form in minimum initial Security Balances denominations of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof; provided, however, that on the Closing Date, one Class A-1 Note, one Class A-2a Note, one Class A-2b Note, one Class A-3 Note, one Class A-4 Note and one Class B Note may be issued in a denomination that includes any remaining portion of the Initial Class A-1 Note Balance, the Initial Class A-2a Note Balance, the Initial Class A-2b Note Balance, the Initial Class A-3 Note Balance, the Initial Class A-4 Note Balance and the Initial Class B Note Balance (each, a “Residual Note”). [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term the Class A‑1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 444,000,000, the Class A‑2a Notes for original issue in an aggregate initial principal amount of $[_____________]]420,000,000, the Class A-2b Notes for original issue in an aggregate principal amount of $210,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $484,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $148,240,000 and the Class B Notes for original issue in an aggregate principal amount of $43,760,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of the Class A‑1 Notes, the Class A‑2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed [the sum of] such respective amounts except as provided in Section 2.05. The Notes shall be issuable as registered Notes in minimum denominations of $[_____________] [1,000 and the Security Balance integral multiples of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]$1,000 in excess thereof. 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 initial Security Balances of $[________] and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 257,000,000, Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]421,100,000, Class A-3 Notes for original issue in an aggregate principal amount of $421,100,000, Class A-4 Notes for original issue in an aggregate principal amount of $125,090,000, Class B Notes for original issue in an aggregate principal amount of $23,780,000, and Class C Notes for original issue in an aggregate principal amount $39,620,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]. Each Note shall be dated the date of its authentication2.06. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding thereof (except for one Note shall of each class which may be initially issued with in a Security Balance denomination other than an integral multiple of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c1,000).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term the Class A‑1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 322,000,000, the Class A‑2a Notes for original issue in an aggregate initial principal amount of $[_____________]]264,000,000, the Class A‑2b Notes for original issue in an aggregate principal amount of $158,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $369,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $105,700,000 and the Class B Notes for original issue in an aggregate principal amount of $31,300,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of the Class A‑1 Notes, the Class A‑2a Notes, the Class A‑2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed [the sum of] such respective amounts except as provided in Section 2.05. The Notes shall be issuable as registered Notes in minimum denominations of $[_____________] [1,000 and the Security Balance integral multiples of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]$1,000 in excess thereof. 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 initial Security Balances of $[________] and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term the Class A‑1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 345,000,000, the Class A‑2a Notes for original issue in an aggregate initial principal amount of $[_____________]]157,500,000, the Class A-2b Notes for original issue in an aggregate principal amount of $472,500,000, the Class A-3 Notes for original issue in an aggregate principal amount of $630,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $101,250,000 and the Class B Notes for original issue in an aggregate principal amount of $43,750,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of the Class A‑1 Notes, the Class A-2a Notes, the Class A‑2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed [the sum of] such respective amounts except as provided in Section 2.05. The Class A Notes shall be issuable as registered Notes in minimum denominations of $[_____________] [1,000 and the Security Balance integral multiples of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]$1,000 in excess thereof. 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 initial Security Balances of $[________] and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term the Class A‑1 Notes for original issue in an aggregate initial principal amount of $[______________], the Class A‑2[a] [and Variable Funding Notes for original issue in an aggregate initial principal amount of $[________], [the Class A-2b Notes for original issue in an aggregate principal amount of $[_____],] the Class A-3 Notes for original issue in an aggregate principal amount of $[_____], the Class A-4 Notes for original issue in an aggregate principal amount of $[_____] and the Class B Notes for original issue in an aggregate principal amount of $[_____]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of the Class A‑1 Notes, the Class A‑2[a] Notes, [the Class A-2b Notes,] the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed [the sum of] such respective amounts except as provided in Section 2.05. The Notes shall be issuable as registered Notes in minimum denominations of $[_____________] [1,000 and the Security Balance integral multiples of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]$1,000 in excess thereof. 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 initial Security Balances of $[________] and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term the Class A‑1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 401,000,000, the Class A‑2a Notes for original issue in an aggregate initial principal amount of $[_____________]]397,000,000, the Class A-2b Notes for original issue in an aggregate principal amount of $80,000,000, the Class A-3 Notes for original issue in an aggregate principal amount of $428,000,000, the Class A-4 Notes for original issue in an aggregate principal amount of $156,490,000 and the Class B Notes for original issue in an aggregate principal amount of $37,510,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of the Class A‑1 Notes, the Class A‑2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed [the sum of] such respective amounts except as provided in Section 2.05. The Notes shall be issuable as registered Notes in minimum denominations of $[_____________] [1,000 and the Security Balance integral multiples of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]$1,000 in excess thereof. 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 initial Security Balances of $[________] and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 168,000,000, Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]219,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $219,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $60,270,000, Class B Notes for original issue in an aggregate principal amount of $12,940,000, and Class C Notes for original issue in an aggregate principal amount $21,560,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]. Each Note shall be dated the date of its authentication2.06. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding thereof (except for one Note shall of each class which may be initially issued with in a Security Balance denomination other than an integral multiple of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c1,000).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term the Class A‑1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 305,000,000, the Class A‑2a Notes for original issue in an aggregate initial principal amount of $[_____________]]405,026,000, the Class A-2b Notes for original issue in an aggregate principal amount of $189,474,000, the Class A-3 Notes for original issue in an aggregate principal amount of $527,500,000, the Class A-4 Notes for original issue in an aggregate principal amount of $133,000,000 and the Class B Notes for original issue in an aggregate principal amount of $40,000,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of the Class A‑1 Notes, the Class A-2a Notes, the Class A‑2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed [the sum of] such respective amounts except as provided in Section 2.05. The Class A Notes shall be issuable as registered Notes in minimum denominations of $[_____________] [1,000 and the Security Balance integral multiples of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]$1,000 in excess thereof. 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 initial Security Balances of $[________] and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon an Issuer Request Order authenticate and deliver Term Notes for original issue in (i) an aggregate initial principal amount of $[______________] [162,400,000 with respect to the Class A-1 Notes, $82,000,000 with respect to the Class A-2 Notes, $113,000,000 with respect to the Class A-3 Notes, $105,000,000 with respect to the Class A-4 Notes, $94,000,000 with respect to the Class A-5 Notes, $30,200,000 with respect to the Class B Notes, and Variable Funding Notes for original issue in $31,400,000 with respect to the Class C Notes, and (ii) an aggregate initial principal amount Notional Amount of $[_____________]]94,000,000 with respect to the Class A-IO Notes. [The Security Balance As of any date of determination, the Notional Amount of the Variable Funding Class A-IO Notes in shall equal the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of the Class A-5 Notes; provided, however after March 25, 2010, the Notional Amount of the Class A-IO Notes outstanding at any time may not exceed [the sum of] shall equal $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]0. 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 minimum denominations (or in the case of the Class A-IO Notes, minimum initial Security Balances Notional Amounts) of $[________] 50,000 and in integral multiples of $[______] 1 in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding [ ], Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________[ ], Class A-3 Notes for original issue in an aggregate principal amount of $[ ], Class A-4 Notes for original issue in an aggregate principal amount of $[ ], Class B Notes for original issue in an aggregate principal amount of $[ ], Class C Notes for original issue in an aggregate principal amount of $[ ], and Class D Notes for original issue in an aggregate principal amount $[ ]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]. Each Note shall be dated the date of its authentication2.06. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________1,000] and in integral multiples of $[______1,000] in excess thereof. [Each Variable Funding thereof (except for one Note shall of each class which may be initially issued with in a Security Balance denomination other than an integral multiple of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c1,000]).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Request Order, authenticate and deliver Term Notes for original issue (i) Class A-1 Notes in an aggregate initial principal amount of $[______________] [and Variable Funding , (ii) Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding , (iii) Class A-3 Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The an aggregate principal amount of $__________, (iv) Class A-4 Notes outstanding at any time may not exceed [the sum of] in an aggregate principal amount of $[_____________] [, (v) Class A-5 Notes in an aggregate principal amount of $_________, (vi) Class B Notes in an aggregate principal amount of $_____________, (vii) Class C Notes in an aggregate principal amount of $_________, and the Security Balance (viii) Class D Notes in an aggregate principal amount of Additional Variable Funding $_________. The aggregate principal amount of such Classes of Notes issued pursuant to the terms of Outstanding at any time may not exceed such respective amounts, except as otherwise provided in Section 4.01 hereof]2.05. 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 initial Security Balances denomination of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding Note thereof or in such other denomination as shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] necessary. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding ], Class A-2a Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding , Class A-2b Notes for original issue in the aggregate may not exceed the Maximum Variable Funding Balance.] The an aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding ], Class A-3 Notes issued pursuant to the terms of Section 4.01 hereof]. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable for original issue in the minimum initial Security Balances an aggregate principal amount of $[________] and _], Class A-4 Notes for original issue in integral multiples an aggregate principal amount of $[_________] and Class B Notes for original issue in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance an aggregate principal amount of $[______] or___]. The aggregate principal amount of Class A-1 Notes, if applicableClass A-2a Notes, with Class A-2b Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may be issued in a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date denomination other than an integral multiple of issuance of such Variable Funding Note pursuant to Section 4.01(c$1,000).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 335,060,000, Class A-2-A Notes for original issue in an aggregate initial principal amount of $[_____________]]364,400,000, Class A-2-B Notes for original issue in an aggregate principal amount of $200,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $503,900,000, Class A-4 Notes for original issue in an aggregate principal amount of $125,000,000, Class B Notes for original issue in an aggregate principal amount of $29,700,000, and Class C Notes for original issue in an aggregate principal amount $49,500,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2-A Notes, Class A-2-B Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]. Each Note shall be dated the date of its authentication2.06. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding thereof (except for one Note shall of each class which may be initially issued with in a Security Balance denomination other than an integral multiple of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c1,000).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term the Class A‑1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 310,000,000, the Class A‑2a Notes for original issue in an aggregate initial principal amount of $[_____________]]312,300,000, the Class A-2b Notes for original issue in an aggregate principal amount of $312,300,000, the Class A-3 Notes for original issue in an aggregate principal amount of $554,400,000, the Class A-4 Notes for original issue in an aggregate principal amount of $71,000,000 and the Class B Notes for original issue in an aggregate principal amount of $40,000,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of the Class A‑1 Notes, the Class A-2a Notes, the Class A‑2b Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed [the sum of] such respective amounts except as provided in Section 2.05. The Class A Notes shall be issuable as registered Notes in minimum denominations of $[_____________] [1,000 and the Security Balance integral multiples of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]$1,000 in excess thereof. 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 initial Security Balances of $[________] and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit A-1, Exhibit A-2 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term the Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding ], the Class A-2 Notes for original issue in an aggregate initial principal amount of $[____________], the Class A-3 Notes for original issue in an aggregate principal amount of $[_], the Class A-4 Notes for original issue in an aggregate principal amount of $[_]and the Class B Notes for original issue in an aggregate principal amount of $[_]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed [the sum of] such respective amounts except as provided in Section 2.05. The Notes shall be issuable as registered Notes in minimum denominations of $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances of $[________] and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed by the Owner Trustee on behalf of the Issuer Issuing Entity by any of its the Issuing Entity’s Authorized Officers. The signature of any such Authorized Officer of the Issuing Entity on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Issuing Entity shall bind the IssuerIssuing Entity, notwithstanding that any such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Request receipt of an Issuing Entity Order, authenticate and deliver Term Notes for original issue in an the following aggregate initial principal amount of $[______________] [and Variable Funding Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance amounts of the Variable Funding Notes: (i) $100,000,000 of Class A-1 Notes, (ii) $326,000,000 of Class A-2 Notes, (iii) $266,000,000 of Class A-3 Notes, (iv) $91,500,000 of Class A-4 Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] and (v) $36,300,000 of Class B Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes outstanding and Class B Notes Outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts, except as provided in Section 4.01 hereof]2.5. 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 notes in the book-entry form in minimum initial Security Balances denominations of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof; provided, however, that on the Closing Date, one Class A-1 Note, one Class A-2 Note, one Class A-3 Note, one Class A-4 Note and one Class B Note may be issued in a denomination that includes any remaining portion of the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial A-3 Note Balance, the Initial Class A-4 Note Balance and the Initial Class B Note Balance, respectively. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatoriesAuthorized Officers, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 247,000,000, Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]348,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $348,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $100,750,000, Class B Notes for original issue in an aggregate principal amount of $20,260,000, and Class C Notes for original issue in an aggregate principal amount $33,800,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]. Each Note shall be dated the date of its authentication2.06. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding thereof (except for one Note shall of each class which may be initially issued with in a Security Balance denomination other than an integral multiple of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c1,000).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Request Order, authenticate and deliver Term Notes for original issue (i) Class A-1 Notes in an aggregate initial principal amount Aggregate Principal Amount of $[______________] [and Variable Funding 197,000,000, (ii) Class A-2A Fixed Rate Notes for original issue in an aggregate initial principal amount Aggregate Principal Amount of $[_____________]]. [The Security Balance of the Variable Funding 105,000,000, (iii) Class A-2B Floating Rate Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] an Aggregate Principal Amount of $47,000,000, (iv) Class A-3 Notes in an Aggregate Principal Amount of $199,035,000, (v) Class B Notes in an Aggregate Principal Amount of $18,676,000, (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 such Classes of Notes outstanding Outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts, except as otherwise provided in Section 4.01 hereof]. Each Note shall be dated the date of its authentication2.05. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denomination of $[________] 1,000 and in integral multiples of $[______] 1.00 in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized 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 Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Request Order, authenticate and deliver Term the Notes for original issue in an the Classes and aggregate initial principal amount of amounts as set forth below: Class Aggregate Principal Amount Class A-1 $[_______,000 Class A-2a $_______] [and Variable Funding Notes for original issue in an aggregate initial principal amount of ,000 Class A-2b $[_____________]]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] ,000 Class A-3 $[_______,000 Class A-4 $______] [and the Security Balance _,000 Class B $_______,000 Class C $_______,000 Class D $_______,000 The aggregate principal amount of Additional Variable Funding such Classes of Notes issued pursuant to the terms of Outstanding at any time may not exceed such respective amounts, except as otherwise provided in Section 4.01 hereof]2.05. Each Note shall be dated the date of its authentication. The Notes shall initially be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________] 1,000 and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual or electronic signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed by the Owner Trustee on behalf of the Issuer by any of its Authorized OfficersIssuer. The signature of any such Authorized Officer authorized officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers authorized officers of the Issuer Owner Trustee shall bind the Issuer, notwithstanding that any such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Request Order, authenticate and deliver Term Notes for original issue in an the following aggregate initial principal amount amounts of the Notes: (i) $[______________] [and Variable Funding Notes for original issue in an aggregate initial principal amount of Class A-1 Notes, (ii) $[_____________]]. [The Security Balance ] of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] Class A-2a Notes, (iii) $[__________] of Class A-2b Notes, (iv) $[__________] of Class A-3 Notes, (v) $[__________] of Class A-4 Notes and the Security Balance (vi) $[__________] of Additional Variable Funding Class B Notes. The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b Notes, Class A-3 Notes, Class A-4 Notes issued pursuant to the terms of and Class B Notes outstanding at any time may not exceed such respective amounts, except as provided in Section 4.01 hereof]2.05. 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 notes in the book-entry form in minimum initial Security Balances denominations of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof; provided, however, that on the Closing Date, one Class A‑1 Note, one Class A-2a Note, one Class A-2b Note, one Class A-3 Note, one Class A-4 Note and one Class B Note may be issued in a denomination that includes any remaining portion of the Initial Class A-1 Note Balance, the Initial Class A-2a Note Balance, the Initial Class A-2b Note Balance, the Initial Class A-3 Note Balance, the Initial Class A-4 Note Balance and the Initial Class B Note Balance (each, a “Residual Note”). [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Issuing Entity shall bind the IssuerIssuing Entity, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request receipt of an Issuing Entity Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding ], Class A-2 Notes for original issue in an aggregate initial principal amount of $[___], Class A-3 Notes for original issue in an aggregate principal amount of $[___], Class A-4 Notes for original issue in an aggregate principal amount of $[___][,] [and] Class B Notes for original issue in an aggregate principal amount of $[___] [and $[___], Class C Notes for original issue in an aggregate principal amount of $[___]]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes[,] [and] Class B Notes [and Class C Notes] outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]2.06. 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 initial Security Balances denomination of $[________] 1,000 and in integral multiples thereof; provided, that the minimum amounts of $[______] in excess thereof. [Each Variable Funding Note any Retained Notes shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal subject to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to restrictions set forth in Section 4.01(c).] 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of an Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding equal to the Initial Class A-1 Principal Balance, Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant equal to the terms of Section 4.01 hereof]Initial Class A-2 Principal Balance, Class A-3 Notes for original issue in an aggregate amount equal to the Initial Class A-3 Principal Balance, Class B Notes for original issue in an aggregate amount equal to the Initial Class B Principal Balance, Class C Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class D Notes for original issue in an aggregate amount equal to the Initial Class D Principal Balance and a Class E Note for original issue in an 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 and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________] 500,000 and in integral multiples of $[______] 1,000 in excess thereof; provided, however, that one Note of each Class may be issued in a different denomination. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 341,000,000, Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]390,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $469,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $181,940,000, Class B Notes for original issue in an aggregate principal amount of $27,670,000 and Class C Notes for original issue in an aggregate principal amount of $42,620,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, the Class B Notes and the Class C Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]. Each Note shall be dated the date of its authentication2.06. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding thereof (except for one Note shall of each class which may be initially issued with in a Security Balance denomination other than an integral multiple of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c1,000).] . 10 (2012-B Indenture) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Request Order, authenticate and deliver Term Notes for original issue (i) Class A-1 Notes in an aggregate initial principal amount of $[______________] [and Variable Funding ], (ii) Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding , (iii) Class A-3 Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The an aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[__________], (iv) Class A-4 Notes in an aggregate principal amount of $[__________], (v) Class B Notes in an aggregate principal amount of $[__________] and (vi) Class C Notes in an aggregate principal amount of $[and the Security Balance __________]. The aggregate principal amount of Additional Variable Funding such Classes of Notes issued pursuant to the terms of Outstanding at any time may not exceed such respective amounts, except as otherwise provided in Section 4.01 hereof]2.05. 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 initial Security Balances denomination of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof, except that one Note of each class will be issued in an incremental denomination of less than $1,000. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Request Order, authenticate and deliver Term Notes for original issue (i) Class A-1 Notes in an aggregate initial principal amount of $[______________] [and Variable Funding ], (ii) Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding , (iii) Class A-3 Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The an aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[___________], (iv) Class A-4 Notes in an aggregate principal amount of $[___________], (iv) Class B Notes in an aggregate principal amount of $[___________], (v) Class C Notes in an aggregate principal amount of $[___________] and (vi) Class D Notes in an aggregate principal amount of $[and the Security Balance ___________]. The aggregate principal amount of Additional Variable Funding such Classes of Notes issued pursuant to the terms of Outstanding at any time may not exceed such respective amounts, except as otherwise provided in Section 4.01 hereof]2.05. 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 initial Security Balances denomination of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any Responsible Officer of its Authorized Officersthe Owner Trustee. The signature of any such Authorized Responsible Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Responsible Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of an Issuer Request Order authenticate and deliver Term Class A-1A Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding equal to the Initial Class A-1A Principal Balance, Class A-1A VFN Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant equal to the terms of Section 4.01 hereof]Initial Class A-1A VFN Principal Balance, Class A-1B Notes for original issue in an aggregate amount equal to the Initial Class A-1B Principal Balance, Class A-2A Notes for original issue in an aggregate amount equal to the Initial Class A-2A Principal Balance, Class A-2B Notes for original issue in an aggregate amount equal to the Initial Class A-2B Principal Balance, Class B Notes for original issue in an aggregate amount equal to the Initial Class B Principal Balance, Class C Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class D Notes for original issue in an aggregate amount equal to the Initial Class D Principal Balance, and Class E Notes for original issue in an aggregate amount equal to the Initial Class E Principal Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as in fully registered Notes and the Term Notes shall be issuable form in the minimum initial Security Balances denominations of $[________] 250,000 and in integral multiples of $[______] 1,000 in excess thereof; provided that one Note of each Class may be issued in an incremental denomination of less than $1,000. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein herein, executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer Issuing Entity by any Authorized Officer of its Authorized Officersthe Owner Trustee. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Owner Trustee or the Trust Administrator shall bind the IssuerIssuing Entity, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall Trust Administrator shall, upon Issuer Request Issuing Entity Order, authenticate and deliver Term the Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.principal or notional amounts with respect to each Class as specified below: Class Class Principal Amount 1-A $[ ] 2-Al $[ ] 2-A2 $[ ] 2-A3 $[ ] Ml $[ ] M2 $[ ] M3 $[ ] M4 $[ ] M5 $[ ] M6 $[ ] M7 $[ ] The aggregate principal amount amounts of such Classes of Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]. Each Note shall be dated the date of its authenticationsuch respective amounts. The Senior Principal Notes shall will be issuable as registered Notes and the Term Notes shall be issuable issued in the minimum initial Security Balances principal amount denominations of $[________100,000] and in integral multiples of $[______] 1 in excess thereof. [Each Variable Funding Note shall The Class M Notes will be initially issued with a Security Balance in minimum denominations of $[______100,000] or, if applicable, with a Security Balance and integral multiples of $1,000 in the amount equal excess thereof. Any Retained Notes will be subject to the Additional Balance Differential for the Collection Period related same restrictions and consequences applicable to the Payment Date following Ownership Certificate as set forth in Section 3.03 of the Trust Agreement unless either (a) as of the date such Retained Notes are sold or transferred to a third party or taxable REIT subsidiary (within the meaning of the Code): (i) the owner of the Ownership Certificate is a Permitted Transferee; (ii) no modifications have been made to the transaction documents as of the date of issuance such sale or transfer; (iii) the respective ratings of the Retained Notes as of the date of such Variable Funding Note pursuant sale or transfer are not lower than the ratings for such Retained Notes as of the Closing Date; and (iv) no adverse changes have been made to (or that would adversely affect the application of) the legal authorities applicable to the Closing Date tax opinions or (b) a tax opinion is delivered from a nationally recognized law firm generally recognized to be qualified to opine concerning the tax aspects of asset securitization that (i) the Retained Notes “will be debt” and (ii) after the sale or transfer, the Trust will continue to qualify as a Qualified REIT Subsidiary for federal income tax purposes. For purposes of this Section 4.01(c).] 2.02, in determining whether a holder of Retained Notes complies with the provisions of Section 3.03 of the Trust Agreement, such holder will be deemed to be the Certificateholder. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee Trust Administrator by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Request Order, authenticate and deliver Term Notes for original issue (i) Class A-1 Notes in an aggregate initial principal amount of $[______________] [and Variable Funding ], (ii) Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding , (iii) Class A-3 Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The an aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[__________], (iv) Class A-4 Notes in an aggregate principal amount of $[__________], (v) Class B Notes in an aggregate principal amount of $[__________], (vi) Class C Notes in an aggregate principal amount of $[__________] and (vii) Class D Notes in an aggregate principal amount of $[and the Security Balance __________]. The aggregate principal amount of Additional Variable Funding such Classes of Notes issued pursuant to the terms of Outstanding at any time may not exceed such respective amounts, except as otherwise provided in Section 4.01 hereof]2.05. Each Note shall be dated the date of its authentication. The Class A-1, Class A-2, Class A-3, Class A-4 and Class B Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denomination of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof, except that one Note of each Class will be issued in an incremental denomination of less than $1,000. [Each Variable Funding Note The Class C and Class D Notes shall be initially issued with a Security Balance issuable as Notes in the minimum denomination of $[______] or100,000 and in integral multiples of $100,000 in excess thereof, if applicable, with a Security Balance except that one Note of each Class will be issued in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date an incremental denomination of issuance of such Variable Funding Note pursuant to Section 4.01(c)less than $100,000.] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall Securities Administrator shall, upon Issuer Request Request, authenticate and deliver Term the Class 1A1, Class 1A2, Class 1A3, Class 2A1, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6, Class M7, Class M8, Class M9, Class M10 and Class M11 Notes for original issue in an aggregate initial principal amount Initial Note Principal Balance of $[______________] [and Variable Funding 1,107,690,000. The Class 1A1 Notes for original issue shall be issued in an aggregate initial principal amount Initial Note Principal Balance of $[_____________]]. [The Security 215,685,000, the Class 1A2 Notes shall be issued in an aggregate Initial Note Principal Balance of $202,284,000, the Variable Funding Class 1A3 Notes shall be issued in an aggregate Initial Note Principal Balance of $26,648,000, the Class 2A1 Notes shall be issued in an aggregate may not exceed Initial Note Principal Balance of $433,582,000, the Maximum Variable Funding Balance.] The Class M1 Notes shall be issued in an aggregate principal amount Initial Note Principal Balance of $42,035,000, the Class M2 Notes outstanding at any time may not exceed [shall be issued in an aggregate Initial Note Principal Balance of $40,331,000, the sum of] Class M3 Notes shall be issued in an aggregate Initial Note Principal Balance of $[_____________] [26,130,000, the Class M4 Notes shall be issued in an aggregate Initial Note Principal Balance of $19,882,000, the Class M5 Notes shall be issued in an aggregate Initial Note Principal Balance of $19,882,000, the Class M6 Notes shall be issued in an aggregate Initial Note Principal Balance of $18,178,000, the Class M7 Notes shall be issued in an aggregate Initial Note Principal Balance of $17,609,000, the Class M8 Notes shall be issued in an aggregate Initial Note Principal Balance of $13,633,000, the Class M9 Notes shall be issued in an aggregate Initial Note Principal Balance of $14,201,000, the Class M10 Notes shall be issued in an aggregate Initial Note Principal Balance of $10,793,000, the Class M11 Notes shall be issued in an aggregate Initial Note Principal Balance of $6,817,000 and the Security Class N Notes shall be issued in an aggregate Initial Note Principal Balance of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]$23,750,000. Each Note of the Notes shall be dated the date of its authentication. The Notes authentication and shall be issuable as a registered Notes and the Term Note. The Notes shall be issuable in the minimum initial Security Initial Note Principal Balances of $[________] 100,000 and in integral multiples of $[______] 1 in excess thereof. [Each Variable Funding Thereafter, Class A Notes may be registered in minimum Note shall be initially issued with a Security Balance Principal Balances of $[______] or25,000 and integral multiples of $1 in excess thereof, if applicable, with a Security Balance while Class M Notes and Class N Notes may be registered in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date minimum Note Principal Balances of issuance $100,000 and in integral multiples of such Variable Funding Note pursuant to Section 4.01(c).] $1 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee Securities Administrator by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Term Notes for original issue in an aggregate initial principal amount of $[______________] [653,250,000 and Variable Funding Notes for original issue in an aggregate initial principal amount of $[_____________]]0. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Term Class A-I Notes (other than the Class A-I-IO Notes), the Class A-II Notes and the Class M-I-1 Notes shall be issuable in the minimum initial Security Balances of $[________] 25,000 and in integral multiples of $[______] 1 in excess thereof, the Class M-I-2 Notes and the Class M-I-3 Notes shall be issuable in the minimum initial Security Balances of $250,000 and in integral multiples of $1 in excess thereof and the Class A-I-IO Notes shall be 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 Group II-A Additional Balance Differential Differential, in the case of Class A-II-A Variable Funding Notes and the Group II-B Additional Balance Differential, in the case of Class A-II-B Variable Funding Notes, in each case, for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c4.01(b).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. 10 (2013-B Indenture) Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 348,000,000, Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]455,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $431,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $167,690,000, Class B Notes for original issue in an aggregate principal amount of $27,270,000, Class C Notes for original issue in an aggregate principal amount of $40,890,000 and Class D Notes for original issue in an aggregate principal amount of $33,310,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]. Each Note shall be dated the date of its authentication2.06. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding thereof (except for one Note shall of each class which may be initially issued with in a Security Balance denomination other than an integral multiple of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c1,000).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Responsible Officers. The signature of any such Authorized Responsible Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Responsible Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of an Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding equal to the Initial Class A-1 Principal Balance, Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed equal to the Maximum Variable Funding Balance.] The Class A-2 Commitment, Class B Notes for original issue in an aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant equal to the terms of Section 4.01 hereof]Initial Class B Principal Balance, Class C Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class D Notes for original issue in an aggregate amount equal to the Initial Class D Principal Balance, a Class E Note for original issue in an aggregate amount equal to the Initial Class E Principal Balance and a Class F Note for original issue in an 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 and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________] 500,000 and in integral multiples of $[______] 1,000 in excess thereof; provided, however, that one Note of each Class may be issued in a different denomination. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) The Indenture Trustee shall shall, upon Issuer Request Order, authenticate and deliver Term [ ]% Class A-1 Asset Backed Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding [ ], [ ]% Class A-2 Asset Backed Notes for original issue in an aggregate initial principal amount of $[_____________[ ], [ ]. [The Security Balance of the Variable Funding % Class A-3 Asset Backed Notes for original issue in the aggregate may not exceed the Maximum Variable Funding Balance.] The an aggregate principal amount of $[ ] and [ ]% Class A-4 Asset Backed Notes for original issue in an aggregate principal amount of $[ ]. The aggregate principal amounts of [ ]% Class A-1 Asset Backed Notes, [ ]% Class A-2 Asset Backed Notes, [ ]% Class A-3 Asset Backed Notes and [ ]% Class A-4 Asset Backed Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of those respective amounts except as provided in Section 4.01 hereof]2.6. (d) 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 initial Security Balances denominations of $[________] 1,000 and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.. SECTION 2.3

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Responsible Officers. The signature of any such Authorized Responsible Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Responsible Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of an Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding equal to the Initial Class A-1 Principal Balance, Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed equal to the Maximum Variable Funding Balance.] The Class A-2 Commitments, Class B Notes for original issue in an aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant equal to the terms of Section 4.01 hereof]Initial Class B Principal Balance, Class C Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class D Notes for original issue in an aggregate amount equal to the Initial Class D Principal Balance, Class E Notes for original issue in an aggregate amount equal to the Initial Class E Principal Balance and a Class F Note for original issue in an 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 and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________] 500,000 and in integral multiples of $[______] 1,000 in excess thereof; provided, however, that one Note of each Class may be issued in a different denomination. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes Bonds shall be executed in the name of and on behalf of the Issuer by any of its an Authorized OfficersOfficer. The signature of any such Authorized Officer on the Notes Bonds may be manual or facsimile. Notes Bonds bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes Bonds or did not hold such offices at the date of such NotesBonds. The Indenture Trustee shall upon Issuer Request cause the Bond Registrar to authenticate and deliver Term Notes six classes of Bonds for original issue issue, Class A-1 Bonds in an aggregate initial principal amount of $[______________] [and Variable Funding Notes for original issue _, Class A-2 Bonds in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding Notes ____, Class A-3 Bonds in the aggregate may not exceed the Maximum Variable Funding Balance.] The an aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_____________] [_, Class A-4 Bonds in an aggregate principal amount of $_________________, Class B Bonds in an aggregate principal amount of $_________________ and the Security Balance Class IO Bonds in an aggregate notional amount of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]$___________________. Each Note Bond shall be dated the date of its authentication. The Notes Bonds shall be issuable as registered Notes Class A-1 Bonds, Class A-2 Bonds, Class A-3 Bonds, Class A-4 Bonds, Class B Bonds and the Term Notes Class IO Bonds and shall be issuable in the a minimum initial Security Balances Bond Principal Balance, or IO Notional Balance, as the case may be, of $[________] 25,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note Bond a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee Bond Registrar by the manual signature of one of its authorized signatories, and such certificate upon any Note Bond shall be conclusive evidence, and the only evidence, that such Note Xxxx has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Issuing Entity shall bind the IssuerIssuing Entity, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request receipt of an Issuing Entity Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[ ], Class A-2 Notes for original issue in an aggregate principal amount of $[ ], Class A-3 Notes for original issue in an aggregate principal amount of $[ ], Class A-4 Notes for original issue in an aggregate principal amount of $[ ], [Class A-5 Notes for original issue in an aggregate principal amount of $[______________,] [and Variable Funding and] Class B Notes for original issue in an aggregate initial principal amount of $[ ][_____________,] [and $[ ], Class C Notes for original issue in an aggregate principal amount of $[ ][,] [and $[ ], Class D Notes for original issue in an aggregate principal amount of $[ ][,] [and $[ ], Class E Notes for original issue in an aggregate principal amount of $[ ] [and $[ ], Class F Notes for original issue in an aggregate principal amount of $[ ]]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Notes Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes[, Class A-5 Notes,] [and] Class B Notes[,] [and Class C Notes][,] [and Class D Notes][,] [and Class E Notes] [and Class F Notes] outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]2.06. Each Note shall be dated the date of its authentication. The Notes [Notes][Class [ ] Notes] shall be issuable as registered Notes in the minimum denomination of $[1,000] and in integral multiples thereof[, and the Term Class [ ] Notes shall be issuable in the minimum initial Security Balances denominations of $[________250,000] and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note 1,000]; provided, that the minimum amounts of any Retained Notes shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal subject to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to restrictions set forth in Section 4.01(c).] 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Responsible Officers. The signature of any such Authorized Responsible Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Responsible Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of an Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding equal to the Initial Class A-1 Principal Balance, Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed equal to the Maximum Variable Funding Balance.] The Class A-2 Commitments, Class B Notes for original issue in an aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant equal to the terms of Section 4.01 hereof]Initial Class B Principal Balance, Class C Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class D Notes for original issue in an aggregate amount equal to the Initial Class D Principal Balance, Class E Notes for original issue in an aggregate amount equal to the Initial Class E Principal Balance and a Class F Note for original issue in an 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 and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________] 250,000 and in integral multiples of $[______] 1,000 in excess thereof; provided, however, that one Note of each Class may be issued in a different denomination. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. (a) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (b) Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Owner Trustee on behalf of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. (c) The Indenture Trustee shall shall, upon Issuer Request Order, authenticate and deliver Term [ ]% Class A-1 Asset Backed Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 360,000,000, [ ]% Class A-2 Asset Backed Notes for original issue in an aggregate initial principal amount of $[_____________508,000,000, [ ]]. [The Security Balance of the Variable Funding % Class A-3 Asset Backed Notes for original issue in the aggregate may not exceed the Maximum Variable Funding Balance.] The an aggregate principal amount of $440,000,000 and [ ]% Class A-4 Asset Backed Notes for original issue in an aggregate principal amount of $241,800,000. The aggregate principal amounts of [ ]% Class A-1 Asset Backed Notes, [ ]% Class A-2 Asset Backed Notes, [ ]% Class A-3 Asset Backed Notes and [ ]% Class A-4 Asset Backed Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of those respective amounts except as provided in Section 4.01 hereof]2.6. (d) 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 initial Security Balances denominations of $[________] 1,000 and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.. SECTION 2.3

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding ], Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding , Class A-3 Notes for original issue in the aggregate may not exceed the Maximum Variable Funding Balance.] The an aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding ], Class A-4 Notes issued pursuant to the terms of Section 4.01 hereof]. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable for original issue in the minimum initial Security Balances an aggregate principal amount of $[_________] and Class B Notes for original issue in integral multiples of an aggregate principal amount $[______] __]. 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. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof. [Each Variable Funding thereof (except for one Note shall of each class which may be initially issued with in a Security Balance denomination other than an integral multiple of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c1,000).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding ], Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding , Class A-3 Notes for original issue in the aggregate may not exceed the Maximum Variable Funding Balance.] The an aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding ], Class B Notes issued pursuant to the terms of Section 4.01 hereof]. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable for original issue in the minimum initial Security Balances an aggregate principal amount of $[________] and ____], Class C Notes for original issue in integral multiples an aggregate principal amount of $[______] ______]and Class D Notes for original issue in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of an aggregate principal amount $[____________]. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class B Notes, Class C Notes and Class D Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. The Notes shall be issuable as registered Notes in minimum denominations of $[100,000] or, if applicable, with and in integral multiples of $[1,000] in excess thereof (except for one Note of each class which may be issued in a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date denomination other than an integral multiple of issuance of such Variable Funding Note pursuant to Section 4.01(c$[1,000]).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Request Order, authenticate and deliver Term Notes for original issue in an the following aggregate initial principal amount of Notes: (i) $[________ of Class A-1 Notes, (ii) $________ of Class A-2 Notes, (iii) $______________] [and Variable Funding Notes for original issue in an aggregate initial principal amount _ of Class A-3 Notes, (iv) $[_________ of Class A-4 Notes, (v) $_____]]____ of Class B Notes, (vi) $_________ of Class C Notes and (vii) $_________ of Class D Notes. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts, except as otherwise provided in Section 4.01 hereof]2.05. 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 initial Security Balances denomination of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Request Order, authenticate and deliver Term Notes for original issue in an the following aggregate initial principal amount of Notes: (i) $[______________] [and Variable Funding Notes for original issue in an aggregate initial principal amount ____ of Class A-1 Notes, (ii) $[_____________]]. [The Security Balance _____ of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] Class A-2 Notes, (iii) $[_____________] [_____ of Class A-3 Notes, (iv) $__________________ of Class A-4 Notes, (v) $__________________ of Class B Notes, (vi) $__________________ of Class C Notes and the Security Balance (vii) $__________________ of Additional Variable Funding Class D Notes. 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 issued pursuant to the terms of and Class D Notes outstanding at any time may not exceed such respective amounts, except as otherwise provided in Section 4.01 hereof]2.05. 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 initial Security Balances denomination of $[________] __________ and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance ______ in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Request Order, authenticate and deliver Term Notes for original issue (i) Class A-1 Notes in an aggregate initial principal amount Aggregate Principal Amount of $[______________] [and Variable Funding ], (ii) Class A-2 Notes for original issue in an aggregate initial principal amount Aggregate Principal Amount of $[_____________]]. [The Security Balance of the Variable Funding , (iii) Class A-3 Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount an Aggregate Principal Amount of Notes outstanding at any time may not exceed [the sum of] $[__________] (iv) Class B Notes in an Aggregate Principal Amount of $[___] _______], (v) Class C Notes in an Aggregate Principal Amount of $[__________], and the Security Balance (vi) Class D Notes in an Aggregate Principal Amount of Additional Variable Funding $[__________]. The Aggregate Principal Amount of such Classes of Notes issued pursuant to the terms of Outstanding at any time may not exceed such respective amounts, except as otherwise provided in Section 4.01 hereof]2.05. 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 initial Security Balances denomination of $[________] 1,000 and in integral multiples of $[______] 1 in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[ ], Class A-2[-A] Notes for original issue in an aggregate principal amount of $[ ], [Class A-2-B Notes for original issue in an aggregate principal amount of $[______________],] [and Variable Funding Class A-3 Notes for original issue in an aggregate initial principal amount of $[_____________[ ], Class A-4 Notes for original issue in an aggregate principal amount of $[ ], Class B Notes for original issue in an aggregate principal amount of $[ ], Class C Notes for original issue in an aggregate principal amount of $[ ], and Class D Notes for original issue in an aggregate principal amount $[ ]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2[-A] Notes, [Class A-2-B Notes,] Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]. Each Note shall be dated the date of its authentication2.06. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________1,000] and in integral multiples of $[______1,000] in excess thereof. [Each Variable Funding thereof (except for one Note shall of each class which may be initially issued with in a Security Balance denomination other than an integral multiple of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c1,000]).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed by the Owner Trustee on behalf of the Issuer by any of its Authorized OfficersIssuer. The signature of any such Authorized Officer authorized officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers authorized officers of the Issuer Owner Trustee shall bind the Issuer, notwithstanding that any such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Request Order, authenticate and deliver Term Notes for original issue in an the following aggregate initial principal amount amounts of the Notes: (i) $[__________] of Class A-1 Notes, (ii) $[______________] [and Variable Funding Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] Class A-2 Notes, (iii) $[_____________] of Class A-3 Notes and (iv) $[____________] of Class A-4 Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and the Security Balance of Additional Variable Funding Class A-4 Notes issued pursuant to the terms of outstanding at any time may not exceed such respective amounts, except as provided in Section 4.01 hereof]2.05. 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 notes in the book-entry form in minimum initial Security Balances denominations of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof; provided, however, that on the 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 the Initial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance and the Initial Class A-4 Note Balance, respectively (each, a “Residual Note”). [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding ], Class A-2 Notes for original issue in an the aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding , Class A-3 Notes for original issue in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[____________], Class A-4 Notes for original issue in the aggregate principal amount of $[____________], Class A-5 Notes for original issue in the aggregate principal amount of $[____________] and Class B Notes for original issue in the 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 A-5 Notes and the Security Balance of Additional Variable Funding Class B Notes issued pursuant to the terms of outstanding at any time may not exceed such amounts except as provided in Section 4.01 hereof]2.5. Each Note shall be dated the date of its authentication. The Class A Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denomination of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding Note , the Class B Notes shall be initially issued with a Security Balance issuable as registered Notes in the minimum denomination of $[______] or, if applicable, with 25,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may be issued in a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date denomination other than an integral multiple of issuance of such Variable Funding Note pursuant to Section 4.01(c$1,000).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Request Order, authenticate and deliver Term Notes for original issue (i) Class A-1 Notes in an aggregate initial principal amount of $[______________] [and Variable Funding _], (ii) Class A-2 Notes for original issue in an aggregate initial principal amount of $[_______________]]. [The Security Balance of the Variable Funding , (iii) Class A-3 Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The an aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_______________], (iv) Class A-4 Notes in an aggregate principal amount of [_______________], (v) Class B Notes in an aggregate principal amount of [_______________], (vi) Class C Notes in an aggregate principal amount of [_______________], (vii) Class D Notes in an aggregate principal amount of [_______________] and (viii) Class E Notes in an aggregate principal amount of [and the Security Balance ___________]. The aggregate principal amount of Additional Variable Funding such Classes of Notes issued pursuant to the terms of Outstanding at any time may not exceed such respective amounts, except as otherwise provided in Section 4.01 hereof]2.05. 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 initial Security Balances denomination of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding Note thereof or in such other denomination as shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] necessary. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of an Issuer Request Order authenticate and deliver Term Class A-PT Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding equal to the Initial Class A-PT Principal Balance, Class A-1A Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant equal to the terms of Section 4.01 hereof]Initial Class A-1A Principal Balance, Class A-1B Notes for original issue in an aggregate amount equal to the Initial Class A-1B Principal Balance, Class B Notes for original issue in an aggregate amount equal to the Initial Class B Principal Balance, Class C Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class D Notes for original issue in an aggregate amount equal to the Initial Class D Principal Balance, Class E Notes for original issue in an aggregate amount equal to the Initial Class E Principal Balance and Class F Notes for original issue in an 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 and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________] 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 however that one Note of each Class may be issued in a different denomination. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[_________], Class A-2 Notes for original issue in an aggregate principal amount of $[_________], Class A-3 Notes for original issue in an aggregate principal amount of $[______________] [and Variable Funding ], Class A-4 Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding , Class B Notes for original issue in the aggregate may not exceed the Maximum Variable Funding Balance.] The an aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding ], Class C Notes issued pursuant to the terms of Section 4.01 hereof]. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable for original issue in the minimum initial Security Balances an aggregate principal amount of $[________] _], and Class D Notes for original issue in integral multiples of an aggregate principal amount $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or]. The aggregate principal amount of Class A-1 Notes, if applicableClass A-2 Notes, with Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may be issued in a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date denomination other than an integral multiple of issuance of such Variable Funding Note pursuant to Section 4.01(c$1,000).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon Issuer Request written order of the Seller, authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[________] Class A-2 Notes for an original issue in an aggregate principal amount of $[______________] [and Variable Funding ], Class A-3 Notes for an original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding ] and Class B Notes for an original issue in the aggregate may not exceed the Maximum Variable Funding Balance.] The an aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_____________] []. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes , Class A-3 Notes and the Security Balance of Additional Variable Funding Class B Notes issued pursuant to the terms of Section 4.01 hereof]outstanding at any time may not exceed such amounts, respectively, except as provided in SECTION 2.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denomination of $[________] 1,000 and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 284,400,000, Class A-2-A Notes for original issue in an aggregate initial principal amount of $[_____________]]424,000,000, Class A-2-B Notes for original issue in an aggregate principal amount of $95,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $484,200,000, Class A-4 Notes for original issue in an aggregate principal amount of $106,200,000, Class B Notes for original issue in an aggregate principal amount of $27,100,000, and Class C Notes for original issue in an aggregate principal amount $45,100,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2-A Notes, Classes A-2-B, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]. Each Note shall be dated the date of its authentication2.06. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding thereof (except for one Note shall of each class which may be initially issued with in a Security Balance denomination other than an integral multiple of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c1,000).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term the Class A‑1 Notes for original issue in an aggregate initial principal amount of $[______________], the Class A‑2[a] [and Variable Funding Notes for original issue in an aggregate initial principal amount of $[__________], [the Class A‑2b Notes for original issue in an aggregate principal amount of $[___],] the Class A-3 Notes for original issue in an aggregate principal amount of $[___], the Class A-4 Notes for original issue in an aggregate principal amount of $[___] and the Class B Notes for original issue in an aggregate principal amount of $[___]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of the Class A‑1 Notes, the Class A‑2[a] Notes, [the Class A-2b Notes,] the Class A-3 Notes, the Class A-4 Notes and the Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.05. The [the sum ofClass A] Notes shall be issuable as registered Notes in minimum denominations of $[_____________] [1,000 and the Security Balance integral multiples of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]$1,000 in excess thereof. 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 initial Security Balances of $[________] and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 337,000,000, Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]499,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $451,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $151,080,000, Class B Notes for original issue in an aggregate principal amount of $28,790,000 and Class C Notes for original issue in an aggregate principal amount of $44,360,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, the Class B Notes and the Class C Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]. Each Note shall be dated the date of its authentication2.06. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding thereof (except for one Note shall of each class which may be initially issued with in a Security Balance denomination other than an integral multiple of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c1,000).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term the Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding ], the Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of , the Variable Funding Class A-3 Notes for original issue in the aggregate may not exceed the Maximum Variable Funding Balance.] The an aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[__________], the Class A-4 Notes for original issue in an aggregate principal amount of $[__________] [and the Security Balance Class B Notes for original issue in an aggregate principal amount of Additional Variable Funding $[__________]. The aggregate principal amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes issued pursuant to and the terms Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.05. The Notes shall be issuable as registered Notes in minimum denominations of Section 4.01 hereof]$1,000 and integral multiples of $1,000 in excess thereof. 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 initial Security Balances of $[________] and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit X-0, Xxxxxxx X-0 or Exhibit A-3, as applicable, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of an Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 196,989,000, Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance 52,989,000, Class A-3 Notes for original issue in an aggregate principal amount of the Variable Funding $218,577,000, Class A-4 Notes for original issue in an aggregate principal amount of $32,672,000, Class B Notes for original issue in an aggregate principal amount of $30,294,000 and Class C Notes in the an aggregate may not exceed the Maximum Variable Funding Balance.] 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 C Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]2.05. 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 initial Security Balances denomination of $[________] 10,000 and in integral multiples of $[______] 1,000 in excess thereof, except that one Class C Note may be issued in another denomination. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding 228,000,000, Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]263,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $247,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $116,600,000, Class B Notes for original issue in an aggregate principal amount of $34,030,000 and Class C Notes for original issue in an aggregate principal amount of $32,150,000. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, the Class B Notes and the Class C Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]. Each Note shall be dated the date of its authentication2.06. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding thereof (except for one Note shall of each class which may be initially issued with in a Security Balance denomination other than an integral multiple of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c1,000).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be -------------------------------------- executed on behalf of the Issuer by the Owner Trustee, as provided in the Owner Trust Agreement by any of its the Owner Trustee's Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Owner Trustee shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Request Order, authenticate and deliver Term Notes for original issue in an the following aggregate initial principal amount of $[Notes: (i) $ ______________] [and Variable Funding Notes for original issue in an aggregate initial principal amount of $[Class X- 0 Xxxxx, (xx) $ __________ of Class X- 0 Xxxxx, (xxx) $ ____]]. [The Security Balance _____ of the Variable Funding Class A-3 Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate and (iv) $ _________ principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts, except as otherwise provided in Section 4.01 hereof]2.05. 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 initial Security Balances denomination of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof, except that one Note of each Class may be issued in a different denomination. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding [ ], Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________[ ], Class A-3 Notes for original issue in an aggregate principal amount of $[ ], Class A-4 Notes for original issue in an aggregate principal amount of $[ ], Class B Notes for original issue in an aggregate principal amount of $[ ], Class C Notes for original issue in an aggregate principal amount of $[ ], and Class D Notes for original issue in an aggregate principal amount $[ ]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]. Each Note shall be dated the date of its authentication2.06. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding thereof (except for one Note shall of each class which may be initially issued with in a Security Balance denomination other than an integral multiple of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c1,000).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by the Owner Trustee, as provided in the Owner Trust Agreement by any of its the Owner Trustee's Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Owner Trustee shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Request Order, authenticate and deliver Term Notes for original issue in an the following aggregate initial principal amount of Notes: (i) $[________ of Class X- 0 Xxxxx, (xx) $_______] [and Variable Funding Notes for original issue in an aggregate initial principal amount _ of Class A-2 Notes, (iii) $[________ of Class A-3 Notes and (iv) $______]]__ of Class A-4 Notes. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts, except as otherwise provided in Section 4.01 hereof]2.05. 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 initial Security Balances denomination of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof, except that one Note of each Class may be issued in a different denomination. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein in the forms of Notes attached as exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Issuing Entity shall bind the IssuerIssuing Entity, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request receipt of an Issuing Entity Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding ], Class A-2 Notes for original issue in an aggregate initial principal amount of $[__________], Class A-3 Notes for original issue in an aggregate principal amount of $[___], Class A-4 Notes for original issue in an aggregate principal amount of $[___] and Class B Notes for original issue in an aggregate principal amount of $[___]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]2.06. 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 initial Security Balances denomination of $[________] 1,000 and in integral multiples thereof; provided, that the minimum amounts of $[______] in excess thereof. [Each Variable Funding Note any Retained Notes shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal subject to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to restrictions set forth in Section 4.01(c).] 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term the Class A-1[a] Notes for original issue in an aggregate initial principal amount of $[ ], [______________] [and Variable Funding the Class A-1b Notes for original issue in an aggregate initial principal amount of $[ ],] the Class A-2[a] Notes for original issue in an aggregate principal amount of $[ ], [_____________the Class A-2b Notes for original issue in an aggregate principal amount of $[ ],] the Class A-3[a] Notes for original issue in an aggregate principal amount of $[ ], [the Class A-3b Notes for original issue in an aggregate principal amount of $[ ],] [the Class A-4a Notes for original issue in an aggregate principal amount of $[ ]] and the Class A-4[b] Notes for original issue in an aggregate principal amount of $[ ]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.05. 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 retained by the sum of] $[_____________] [Seller or NMAC or conveyed to an Affiliate shall be issued as Definitive Notes and the Security Balance holder of Additional Variable Funding such Retained Notes issued pursuant to the terms shall be a Note Owner and a Noteholder for all purposes of Section 4.01 hereofthis Indenture]. 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 initial Security Balances of $[________] and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit A, as the case may be, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Term the Class A Notes and the Mezzanine Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding ]. The Class A-1 Notes for original issue shall be issued in an aggregate initial principal amount Note Balance of $[_____________]]. [The Security , the Class A-2 Notes shall be issued in an aggregate initial Note Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[__________], the Class A-3 Notes shall be issued in an aggregate initial Note Balance of $[___] _______], the Class A-4 Notes shall be issued in an aggregate initial Note Balance of $[__________], the Class M-1 Notes shall be issued in an aggregate initial Note Balance of $[__________], and the Security Class M-2 Notes shall be issued in an aggregate initial Note Balance of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof$[__________]. Each Note of the Notes 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 initial Security Note Balances of $[________] 25,000 and in integral multiples of $[______] 1 in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Notes for original issue in (i) an aggregate initial principal amount of $[______________[ ] [with respect to the Class I-[ ] Notes, $[ ] with respect to the Class I-[ ] Notes, $[ ] with respect to the Class I-[ ] Notes, $[ ] with respect to the Class II-[ ] Notes, $[ ] with respect to the Class II-[ ] Notes, $[ ] with respect to the Class II-[ ] Notes and Variable Funding Notes for original issue in $[ ] with respect to the Class II-[ ] Notes, and (ii) an aggregate initial principal notional amount of $[_____________]]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.[ ] The aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant with respect to the terms of Class II-[ ] Notes, except as provided in Section 4.01 hereof]2.05. 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 initial Security Balances denomination of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon an Issuer Request Order authenticate and deliver Term Notes for original issue in (i) an aggregate initial principal amount of $[______________] [and Variable Funding Notes for original issue in an aggregate initial principal amount of _ with respect to the Class A-1 Notes, $[_____________]]. [The Security Balance of _ with respect to the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] Class A-2 Notes, $[_________ with respect to the Class A-3 Notes, $_____] [____ with respect to the Class A-4 Notes, $_________ with respect to the Class A-5 Notes, $_________ with respect to the Class A-6 Notes, $_________ with respect to the Class A-7 Notes, $_________ with respect to the Class B-1 Notes, and $_________ with respect to the Class B-2 Notes, and (ii) an aggregate notional amount of $_________ with respect to the Class A-IO-1 Notes and an aggregate notional amount of $_________ with respect to the Class A-IO-2 Notes, except as provided in Section 2.05. As of any date of determination, the aggregate notional amount of the Class A-IO-1 Notes shall equal the aggregate principal amount then outstanding of the Class A-7 Note and the Security Balance aggregate notional amount of Additional Variable Funding the Class A-IO-2 Notes issued pursuant to shall equal the terms aggregate principal amount then outstanding of Section 4.01 hereof]the Class A-7 Note. 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 initial Security Balances denomination of $[________] 50,000 principal amount and in integral multiples of $[______] 50,000 in excess thereof. [Each Variable Funding Note The Class A-7 Notes and Class A-IO Notes shall be initially issued with a Security Balance available in minimum denominations of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] 50,000 and $1,000 integral multiples. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding ], Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding , Class A-3 Notes for original issue in the aggregate may not exceed the Maximum Variable Funding Balance.] The an aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding ], Class A-4 Notes issued pursuant to the terms of Section 4.01 hereof]. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Term Notes shall be issuable for original issue in the minimum initial Security Balances an aggregate principal amount of $[__________] and Class B Notes for original issue in integral multiples an aggregate principal amount of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or]. The aggregate principal amount of Class A-1 Notes, if applicableClass A-2 Notes, with Class A-3 Notes, Class A-4 Notes and Class B Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may be issued in a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date denomination other than an integral multiple of issuance of such Variable Funding Note pursuant to Section 4.01(c$1,000).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of an Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding equal to the Initial Class A-1 Principal Balance, Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant equal to the terms of Section 4.01 hereof]Initial Class A-2 Principal Balance, Class B Notes for original issue in an aggregate amount equal to the Initial Class B Principal Balance, Class C Notes for original issue in an aggregate amount equal to the Initial Class C Principal Balance, Class D Notes for original issue in an aggregate amount equal to the Initial Class D Principal Balance, Class E Notes for original issue in an aggregate amount equal to the Initial Class E Principal Balance and a Class F Note for original issue in an 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 and the Term Notes shall be issuable in the minimum initial Security Balances denominations of $[________] 500,000 and in integral multiples of $[______] 1,000 in excess thereof; provided, however, that one Note of each Class may be issued in a different denomination. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request authenticate and deliver Term Notes for original issue in an aggregate initial principal amount of $[______________] [678,000,000 and Variable Funding Notes for original issue in an aggregate initial principal amount of $[_____________]]0. [The Security Balance of the Class A-II-A Variable Funding Notes in the aggregate may not exceed the Maximum Class A-II-A Variable Funding Balance and the Class A-II-B Variable Funding Notes in the aggregate may not exceed the Maximum Class A-II-B Variable Funding Balance.] The aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Term Class A-I Notes (other than the Class A-I-IO Notes), and the Class A-II Notes shall be issuable in the minimum initial Security Balances of $[________] 25,000 and in integral multiples of $[______] 1 in excess thereof, the Class A-I-IO Notes shall be 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 Group II-A Additional Balance Differential Differential, in the case of Class A-II-A Variable Funding Notes and the Group II-B Additional Balance Differential, in the case of Class A-II-B Variable Funding Notes, in each case, for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c4.01(b).] . No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall shall, upon receipt of an Issuer Request Order, authenticate and deliver Term Notes for original issue (i) Class A-1 Notes in an aggregate initial principal amount of $[______________] [and Variable Funding [ ], (ii) Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________[ ], (iii) Class A-3 Notes in an aggregate principal amount of $[ ], (iv) Class A-4 Notes in an aggregate principal amount of $[ ], (v) Class B Notes in an aggregate principal amount of $[ ], (vi) Class C Notes in an aggregate principal amount of $[ ], (vii) Class D Notes in an aggregate principal amount of $[ ] and (viii) Class E Notes in an aggregate principal amount of $[ ]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of such Classes of Notes outstanding Outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts, except as otherwise provided in Section 4.01 hereof]2.05. 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 initial Security Balances denomination of $[________] 1,000 and in integral multiples of $[______] 1,000 in excess thereof. [Each Variable Funding Note shall be initially issued thereof with a Security Balance respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C Notes and in the minimum denomination of $[______] or, if applicable, 500,000 and in integral multiples of $1,000 in excess thereof with a Security Balance in the amount equal respect to the Additional Balance Differential for Class D Notes and the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] Class E Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer Issuing Entity shall bind the IssuerIssuing Entity, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request receipt of an Issuing Entity Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding ], Class A-2 Notes for original issue in an aggregate initial principal amount of $[___], Class A-3 Notes for original issue in an aggregate principal amount of $[___], Class A-4 Notes for original issue in an aggregate principal amount of $[___], [Class A-5 Notes for original issue in an aggregate principal amount of $[___,] [and] Class B Notes for original issue in an aggregate principal amount of $[___][,] [and $[___], Class C Notes for original issue in an aggregate principal amount of $[___][,] [and $[___], Class D Notes for original issue in an aggregate principal amount of $[___] [and $[___], Class E Notes for original issue in an aggregate principal amount of $[___]]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of Notes Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes[, Class A-5 Notes,] [and] Class B Notes[,] [and Class C Notes][,] [and Class D Notes] [and Class E Notes] outstanding at any time may not exceed [the sum of] $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of such respective amounts except as provided in Section 4.01 hereof]2.06. 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 initial Security Balances denomination of $[________] 1,000 and in integral multiples thereof; provided, that the minimum amounts of $[______] in excess thereof. [Each Variable Funding Note any Retained Notes shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal subject to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to restrictions set forth in Section 4.01(c).] 2.04. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon receipt of an Issuer Request Order authenticate and deliver Term Class A-1 Notes for original issue in an aggregate initial principal amount of $[______________] [and Variable Funding , Class A-2 Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding , Class A-3 Notes for original issue in the aggregate may not exceed the Maximum Variable Funding Balance.] The an aggregate principal amount of Notes outstanding at any time may not exceed [the sum of] $[_____________] [, Class A-4 Notes for original issue in an aggregate principal amount of $_____________, Class B Notes for original issue in an aggregate principal amount of $_____________, Class C Notes in an aggregate principal amount of $_____________ and the Security Balance Class D Notes in an aggregate principal amount of Additional Variable Funding $_____________. 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 issued pursuant to the terms of and Class D Notes outstanding at any time may not exceed such respective amounts except as provided in Section 4.01 hereof]2.05. 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 initial Security Balances denomination of $[________] 10,000 and in integral multiples of $[______] 1 in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Indenture Trustee shall upon Issuer Request Order authenticate and deliver Term the Class A-1 Notes for original issue in an aggregate initial principal amount of $[______], the Class A-2 Notes for original issue in an aggregate principal amount of $[______], the Class A-3 Notes for original issue in an aggregate principal amount of $[______________] [and Variable Funding the Class A-4 Notes for original issue in an aggregate initial principal amount of $[_____________]]. [The Security Balance of the Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance.] The aggregate principal amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes outstanding at any time may not exceed [the sum of] such respective amounts except as provided in Section 2.05. The Notes shall be issuable as registered Notes in minimum denominations of $[_____________] [and the Security Balance of Additional Variable Funding Notes issued pursuant to the terms of Section 4.01 hereof]1,000. 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 initial Security Balances of $[________] and in integral multiples of $[______] in excess thereof. [Each Variable Funding Note shall be initially issued with a Security Balance of $[______] or, if applicable, with a Security Balance in the amount equal to the Additional Balance Differential for the Collection Period related to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 4.01(c).] No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein included in Exhibit A, executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.