Common use of Execution, Authentication and Delivery Clause in Contracts

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity shall bind the Issuing Entity, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. (d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (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 set forth in Exhibits A and B, as applicable, executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A Subject to the Receivables Purchase Agreement. subsection (b) The Notes below, the Securities shall be executed on behalf of the Issuing Entity Company by any of an Officer and attested by its Authorized OfficersSecretary or Assistant Secretary. The signature of any such Authorized Officer of these officers on the Notes Securities may be manual or facsimile. (c) Notes . Securities bearing the manual or facsimile signature signatures of individuals who were at any time Authorized the proper Officers of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Securities or did not hold such office offices at the date of such Notes. (d) The Indenture TrusteeSecurities. At the time of and from time to time after the execution and delivery of this Indenture, in exchange the Company will deliver definitive or certificated forms of Securities, if any, executed by the Company to the Trustee for authentication, together with a direction from the Company for the Grant authentication and delivery of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreementsuch Securities. The aggregate principal amount Trustee in accordance with such direction from the Company shall authenticate and deliver such Securities as in this Indenture provided and not otherwise. Securities issued hereunder shall be dated as of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (e) their Issue Date. No Note Security 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 Security an authentication substantially in the form set forth in Exhibits A and B, as applicable, executed by or on behalf of the Indenture Trustee by the manual signature of one of its Authorized Officers; signature, and such certificate authentication upon any Note Security shall be conclusive evidence, and the only evidence, that such Note Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of the Indenture. (b) Notwithstanding the preceding subsection (a) of this Section, in connection with the issuance of each Security in book-entry form pursuant to Section 2.13, each Security shall be deemed to be executed and attested to by the Company and authenticated and delivered by the Trustee, in the same manner as provided in the preceding subsection (a), upon the delivery by the Company (or the Company’s duly authorized Agent) to the Holder of such Security of a Written Confirmation, with a copy of such Written Confirmation delivered to the Trustee, and the establishment by the Registrar of an Account for such Security in the name of the Holder pursuant to Section 2.13 hereof.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Right Certificates shall be executed on behalf of the Issuing Entity Company by any its Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, or one of its Authorized OfficersVice Presidents (including any Executive Vice President or Senior Vice President), under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any such Authorized Officer of these officers on the Notes Right Certificates may be manual or facsimile. (c) Notes . Right Certificates bearing the manual or facsimile signature signatures of individuals who were at any time Authorized Officers the proper officers of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Right Certificates or did not hold such office offices at the date of authentication of such Notes. (d) The Indenture TrusteeRight Certificates. Any time and from time to time after the execution and delivery of this Agreement and prior to the Distribution Date, in exchange the Company may deliver Right Certificates executed by the Company to the Rights Agent for authentication, together with a Company Order for the Grant authentication and delivery of such Right Certificates; and the Issuing Entity Collateral, Rights Agent in accordance with such Company Order shall cause to be authenticated authenticate and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue deliver such Right Certificates as in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreementthis Agreement provided and not otherwise. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (e) No Note Right Certificate shall be entitled to any benefit under this Indenture Agreement or be valid or obligatory for any purpose unless there appears on such Note Right Certificate a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee Rights Agent by the manual signature of one an authorized signatory, which need not be the same authorized signatory for all of its Authorized Officers; the Right Certificates, and such certificate upon any Note Right Certificate shall be conclusive evidence, and the only evidence, that such Note Right Certificate has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Debentures shall be executed on behalf of the Issuing Entity Company by any two of its Chairman, its President, its Financial Vice President, its Treasurer or any of its Authorized OfficersAssistant Treasurers, under its corporate seal imprinted or reproduced thereon. The signature of any such Authorized Officer on the Notes Debentures may be manual or facsimile. (cb) Notes Debentures bearing the manual or facsimile signature signatures of individuals who were at any time Authorized the proper Officers of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Debentures or did not hold such office offices at the date of such NotesDebentures. (d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (ec) No Note Debenture shall be entitled to any benefit under this Junior Indenture or be valid or obligatory for any purpose unless there appears on such Note Debenture a certificate Certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, Authentication duly executed by the Indenture Trustee by the manual signature of one an authorized signatory, and such Certificate of its Authorized Officers; such certificate Authentication upon any Note Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture has been duly authenticated and delivered made available for delivery hereunder. (d) The Trustee shall authenticate and deliver Debentures of a series, for original issue, at one time or from time to time in accordance with the Company Order referred to below, upon receipt by the Trustee of: (1) a Board Resolution approving the form or forms and terms of such Debentures; (2) a Company Order requesting the authentication and delivery of such Debentures; (3) unless previously delivered, this Junior Indenture, and, with respect to each series of Debentures other than the Series 2004 Debentures, an indenture supplemental hereto or an Officer’s Certificate authorized pursuant to a Board Resolution setting forth the form of such Debentures and establishing the terms thereof; (4) the Debentures of such series, executed on behalf of the Company in accordance with Section 2.04(a); (5) an Officer’s Certificate certifying that no Default or Event of Default has occurred and is continuing; and (6) an Opinion of Counsel to the effect that: (A) the form or forms and the terms of such Debentures have been duly authorized by the Company and have been established in conformity with the provisions of this Junior Indenture; and (B) such Debentures, when authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will have been duly issued under this Junior Indenture and will constitute valid and legally binding obligations of the Company, entitled to the benefits provided by this Junior Indenture, and enforceable against the Company in accordance with their terms, subject to laws relating to or affecting generally the enforcement of creditors’ rights, including, without limitation, bankruptcy and insolvency laws and to general principles of equity (whether considered in a proceeding in equity or at law); and (C) this Junior Indenture or any supplemental Junior Indenture referred to in clause (3) above has been duly authorized, executed and delivered by the Company and is a valid instrument legally binding upon the Company, enforceable against the Company in accordance with its terms, subject to laws relating to or affecting creditors’ rights, including, without limitation, bankruptcy and insolvency laws and to general principles of equity (whether considered in a proceeding in equity or at law); and (D) all consents, approvals and orders of any commission, governmental authority or agency required in connection with the issuance and delivery of such Debentures have been obtained and are in full force and effect. (e) The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent. An authenticating agent may authenticate Debentures whenever the Trustee may do so. Each reference in this Junior Indenture to authentication by the Trustee includes authentication by such agent. The Company shall pay any authenticating agent appointed by the Trustee reasonable compensation for its services. The provisions set forth in Section 7.02, Section 7.03, Section 7.04 and Section 7.07 shall be applicable to any authenticating agent. (f) The Trustee shall have the right to decline to authenticate and deliver any Debentures under this Section 2.04 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity shall bind the Issuing Entity, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. (d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (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 set forth in Exhibits A and B, as applicable, executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Debentures shall be executed on behalf of the Issuing Entity Company by any two of its Chairman, its President, its Financial Vice President or any of its Authorized OfficersAssistant Treasurers, under its corporate seal imprinted or reproduced thereon. The signature of any such Authorized Officer on the Notes Debentures may be manual or facsimile. (cb) Notes Debentures bearing the manual or facsimile signature signatures of individuals who were at any time Authorized the proper Officers of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Debentures or did not hold such office offices at the date of such NotesDebentures. (d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (ec) No Note Debenture shall be entitled to any benefit under this Junior Indenture or be valid or obligatory for any purpose unless there appears on such Note Debenture a certificate Certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, Authentication duly executed by the Indenture Trustee by the manual signature of one an authorized signatory, and such Certificate of its Authorized Officers; such certificate Authentication upon any Note Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture has been duly authenticated and delivered made available for delivery hereunder. (d) The Trustee shall authenticate and deliver Debentures of a series, for original issue, at one time or from time to time in accordance with the Company Order referred to below, upon receipt by the Trustee of: (1) a Board Resolution approving the form or forms and terms of such Debentures; (2) a Company Order requesting the authentication and delivery of such Debentures; (3) unless previously delivered, this Junior Indenture, and, with respect to each series of Debentures other than the Series 1997 Debentures, an indenture supplemental hereto or an Officer's Certificate authorized pursuant to a Board Resolution setting forth the form of such Debentures and establishing the terms thereof; (4) the Debentures of such series, executed on behalf of the Company in accordance with Section 2.04(a) hereof; (5) an Officer's Certificate certifying that no Default or Event of Default has occurred and is continuing; and (6) an Opinion of Counsel to the effect that: (A) the form or forms and the terms of such Debentures have been duly authorized by the Company and have been established in conformity with the provisions of this Junior Indenture; and (B) such Debentures, when authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will have been duly issued under this Junior Indenture and will constitute valid and legally binding obligations of the Company, entitled to the benefits provided by this Junior Indenture, and enforceable against the Company in accordance with their terms, subject, as to enforcement to laws relating to or affecting generally the enforcement of creditors' rights, including, without limitation, bankruptcy and insolvency laws and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (C) that this Junior Indenture or any supplemental Junior Indenture referred to in clause (3) above has been duly authorized, executed and delivered by the Company and is a valid instrument legally binding upon the Company, enforceable against the Company in accordance with its terms, subject as to enforcement to laws relating to or affecting creditors' rights, including, without limitation, bankruptcy and insolvency laws and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (D) that all consents, approvals and orders of any commission, governmental authority or agency required in connection with the issuance and delivery of such Debentures have been obtained. (e) The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent. An authenticating agent may authenticate Debentures whenever the Trustee may do so. Each reference in this Junior Indenture to authentication by the Trustee includes authentication by such agent. The Company shall pay any authenticating agent appointed by the Trustee reasonable compensation for its services. The provisions set forth in Section 7.02, Section 7.03, Section 7.04 and Section 7.07 hereof shall be applicable to any authenticating agent. (f) The Trustee shall have the right to decline to authenticate and deliver any Debentures under this Section 2.04 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Bonds shall be executed on behalf of the Issuing Entity Issuer by any of an Authorized Officer under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced thereon, and attested by a separate Authorized OfficersOfficer. The signature of any such Authorized Officer on the Notes Bonds may be manual or facsimile. (c) Notes . Bonds bearing the manual or facsimile signature of individuals who were at any the time of execution of the Bonds Authorized Officers of the Issuing Entity Issuer, and identified as an Authorized Officer hereunder, shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office prior to be authorized at the date of the authentication and delivery of such Notes Bonds or did not hold such office offices at the date of such NotesBonds. The Bonds shall be dated as of the date of authentication. (db) The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at At any time and from time to time after the execution and delivery of this Indenture, the Issuer may not exceed deliver Bonds executed by the amount set forth in Part IV Issuer to Appendix A of the Receivables Purchase Agreement, except Trustee for authentication; and the Trustee shall authenticate and deliver such Bonds as provided in Section 2.5this Indenture and not otherwise. (ec) No Note Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Bond a certificate of authentication authentication, substantially in the form set forth in Exhibits A and BExhibit A, as applicablewith such appropriate information included in such form, executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; a natural person authorized by the Trustee to execute such certificate, and such certificate upon any Note Bond shall be conclusive evidenceconclusive, and the only evidence, that such Note Bond has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Debentures shall be executed on behalf of the Issuing Entity Company by any two of its Chairman, its President, its Financial Vice President or any of its Authorized OfficersAssistant Treasurers, under its corporate seal imprinted or reproduced thereon. The signature of any such Authorized Officer on the Notes Debentures may be manual or facsimile. (cb) Notes Debentures bearing the manual or facsimile signature signatures of individuals who were at any time Authorized the proper Officers of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Debentures or did not hold such office offices at the date of such NotesDebentures. (d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (ec) No Note Debenture shall be entitled to any benefit under this Junior Indenture or be valid or obligatory for any purpose unless there appears on such Note Debenture a certificate Certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, Authentication duly executed by the Indenture Trustee by the manual signature of one an authorized signatory, and such Certificate of its Authorized Officers; such certificate Authentication upon any Note Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture has been duly authenticated and delivered made available for delivery hereunder. (d) The Trustee shall authenticate and deliver Debentures of a series, for original issue, at one time or from time to time in accordance with the Company Order referred to below, upon receipt by the Trustee of: (1) a Board Resolution approving the form or forms and terms of such Debentures; (2) a Company Order requesting the authentication and delivery of such Debentures; (3) unless previously delivered, this Junior Indenture, and, with respect to each series of Debentures other than the Series 1998 Debentures, an indenture supplemental hereto or an Officer's Certificate authorized pursuant to a Board Resolution setting forth the form of such Debentures and establishing the terms thereof; (4) the Debentures of such series, executed on behalf of the Company in accordance with Section 2.04(a) hereof; (5) an Officer's Certificate certifying that no Default or Event of Default has occurred and is continuing; and (6) an Opinion of Counsel to the effect that: (A) the form or forms and the terms of such Debentures have been duly authorized by the Company and have been established in conformity with the provisions of this Junior Indenture; and (B) such Debentures, when authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will have been duly issued under this Junior Indenture and will constitute valid and legally binding obligations of the Company, entitled to the benefits provided by this Junior Indenture, and enforceable against the Company in accordance with their terms, subject, as to enforcement to laws relating to or affecting generally the enforcement of creditors' rights, including, without limitation, bankruptcy and insolvency laws and to general principles of equity (whether considered in a proceeding in equity or at law); and (C) that this Junior Indenture or any supplemental Junior Indenture referred to in clause (3) above has been duly authorized, executed and delivered by the Company and is a valid instrument legally binding upon the Company, enforceable against the Company in accordance with its terms, subject as to enforcement to laws relating to or affecting creditors' rights, including, without limitation, bankruptcy and insolvency laws and to general principles of equity (whether considered in a proceeding in equity or at law); and (D) that all consents, approvals and orders of any commission, governmental authority or agency required in connection with the issuance and delivery of such Debentures have been obtained. (e) The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent. An authenticating agent may authenticate Debentures whenever the Trustee may do so. Each reference in this Junior Indenture to authentication by the Trustee includes authentication by such agent. The Company shall pay any authenticating agent appointed by the Trustee reasonable compensation for its services. The provisions set forth in Section 7.02, Section 7.03, Section 7.04 and Section 7.07 hereof shall be applicable to any authenticating agent. (f) The Trustee shall have the right to decline to authenticate and deliver any Debentures under this Section 2.04 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix The Class A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its the Authorized OfficersOfficers of the Owner Trustee. The signature of any such Authorized Officer on the Class A Notes may be manual or facsimile. (c) . Class A Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Class A Notes or did not hold such office offices at the date of such Class A Notes. (d) . The Indenture Trustee, in exchange for the Grant Trustee shall upon receipt of the Issuing Entity Collateral, shall cause to be authenticated Issuer Order authenticate and delivered to or upon deliver the order of the Issuing Entity (an “Authentication Order”) Class A Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The an aggregate principal amount of all Notes (other than $100,000,000. The aggregate outstanding principal balance of the Class XS Notes) outstanding A Notes at any time may not exceed such amount. Each Class A Note shall be dated the amount date of its authentication. The Class A Notes shall be issuable as registered Class A Notes in the minimum denomination of $100,000 and integral multiples of $1,000 thereafter. It is intended that the Class A Notes be registered so as to participate in a book-entry system with the Clearing Agency as set forth herein. The Class A Notes shall be initially issued in Part IV the form of a single fully-registered note with a denomination equal to Appendix A the original principal balance of the Receivables Purchase AgreementClass A Notes. Upon initial issuance, except the ownership of such Notes shall be registered in the Note Register in the name of Cede & Co., or any successor thereto, as provided in Section 2.5. (e) nominee for the Clearing Agency. No Class A Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Class A Note a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Responsible Officers; , and such certificate upon any Class A Note shall be conclusive evidence, and the only evidence, that such Class A Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) . Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (d) . The Indenture Trustee, in exchange for the Grant Trustee shall upon receipt of the Issuing Entity Collateral, shall cause to be authenticated an Issuer Order authenticate and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) deliver Class A Notes for original issue in an aggregate amount equal to the Initial Class A Principal Balance, Class B Notes for original issue in an aggregate principal amounts set forth amount equal to the Initial Class B Principal Balance, Class C Notes for original issue in Part IV an aggregate amount equal to Appendix A 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 the Receivables Purchase Agreementits authentication. The aggregate principal amount Notes shall be issuable as registered Notes in the minimum initial denominations of all Notes (other than the $1,000,000 and in integral multiples of $1,000 in excess thereof; provided, however, that one Note of each Class XS Notes) outstanding at any time may not exceed the amount set forth be issued in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (e) a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) . Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them shall have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (d) . The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, Trustee shall cause to be authenticated upon Issuer Request authenticate and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) deliver Offered Notes for original issue issuance in the aggregate principal amounts set forth in Part IV to Appendix A their Initial Class Note Balance or Notional Amount as of the Receivables Purchase Agreement. The Cut-Off Date and Variable Funding Notes for original issuance in an aggregate initial principal amount of all Notes zero. Notwithstanding the foregoing, (i) at any time the Variable Funding Balance may not exceed the Maximum Variable Funding Balance, and (ii) the Variable Funding Balance may not increase more than $100,000 in any month unless the Indenture Trustee receives an Opinion of Counsel to the effect that such increase will not have any material adverse tax consequences to the Trust. Each Note shall be dated the date of its authentication. The Notes, other than the Class XS A-IO Notes) outstanding at any time may not exceed , shall be issuable as registered Notes in minimum initial Note Balances of $1,000 and in integral multiples of $1 in excess thereof. The Class A-IO Notes shall be issuable as registered Notes in minimum percentage interests of 5% and in integral multiples of 5% in excess thereof. Each Variable Funding Note shall be initially issued with a Variable Funding Balance of $0 or, if applicable, with a Variable Funding Balance in an amount equal to the amount set forth in Part IV to Appendix A sum of the Receivables Purchase Agreement, except as provided in Additional Balance Differential for the Collection Period relating to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 2.5. (e) 4.01. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each One Officer of the Issuer shall sign the Notes for the Issuer by manual or facsimile signature. (i) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be dated valid nevertheless. (ii) A Note shall not be valid until an authorized signatory of the Trustee or an authenticating agent electronically or manually signs the certificate of authentication on the Note upon Issuer Order. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Such Issuer Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of its authentication Notes is to be authenticated. (iii) The Trustee or an authenticating agent shall authenticate and shall be issuable deliver initially Initial Notes on the Issue Date in an aggregate principal amount of U.S.$600,000,000 and any Additional Notes for original issue from time to time after the Issue Date in such principal amounts as a registered Note in the minimum denomination set forth in Part IV Section 2.14, in each case upon an Issuer Order. (iv) The Issuer may from time to time, without the consent of Appendix A the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series for non-U.S. federal income tax purposes with the previously outstanding Notes. Unless the context otherwise requires, for all purposes of this Indenture and the form of Note attached hereto, references to the Receivables Purchase AgreementNotes include any Additional Notes actually issued. (v) The Notes shall be issued in fully registered form without coupons attached in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof (each, an “Authorized Denomination”). (b) The Notes shall be executed on behalf Trustee may appoint an authenticating agent, with a copy of such appointment to the Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on Issuer, to authenticate the Notes (the “Authenticating Agent”). Unless limited by the terms of such appointment, an Authenticating Agent may be manual authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by an Authenticating Agent. An Authenticating Agent has the same rights as the Registrar or facsimileany Transfer Agent or Paying Agent or agent for service of notices and demands. (ci) Notes bearing Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the manual corporate trust business (and this transaction in particular) of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or facsimile signature filing of individuals who were any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (ii) Any Authenticating Agent may at any time Authorized Officers resign by giving written notice of the Issuing Entity shall bind the Issuing Entity, notwithstanding that such individuals or any of them have ceased to hold such office prior resignation to the authentication Trustee and delivery the Issuer. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Issuer. Upon receiving such notice of resignation or upon such a termination, the Trustee may appoint a successor Authenticating Agent reasonably acceptable to the Issuer and shall give written notice of such Notes or did not hold such office at appointment to the date of such NotesIssuer. (diii) The Indenture Trustee, in exchange Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for the Grant of the Issuing Entity Collateral, shall cause to be authenticated its services and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes reimbursement for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5its reasonable expenses relating thereto. (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 set forth in Exhibits A and B, as applicable, executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Debentures shall be executed on behalf of the Issuing Entity Company by any its Chairman of the Board of Directors, its President or one of its Authorized OfficersVice Presidents under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced thereon and attested by its Secretary or its Assistant Secretary. The signature of any such Authorized Officer of these officers on the Notes Debentures may be manual or facsimile. (c) Notes . Debentures bearing the manual or facsimile signature signatures of individuals who were at any time Authorized Officers the proper officers of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Debentures or did not hold such office offices at the date of such Notes. (d) The Debentures. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debentures executed by the Company to the Trustee for authentication, together with a Company Order of the authentication and delivery of such Debentures; and the Trustee shall authenticate and deliver such Debentures as in this Indenture Trusteeprovided and not otherwise. All Debentures shall be dated the date of their authentication. Notwithstanding the foregoing, if the Debentures are to be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in exchange accordance with this Section and the Company Order with respect to such Debentures, authenticate and make available for delivery one or more Debentures in global form that (i) shall represent and shall be denominated in an amount equal to the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes the Outstanding Debentures, (other than ii) shall be registered in the Class XS Notesname of the Depositary, if any, for such Debentures or the nominee of such Depositary, (iii) outstanding at any time shall be delivered by the Trustee to such Depositary, if any, or pursuant to such Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Debentures in certificated form, this Debenture may not exceed be transferred except as a whole by the amount set forth in Part IV Depositary to Appendix A a nominee of the Receivables Purchase AgreementDepositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary" or to such other effect as such Depositary, except if any, and the Trustee may agree. Each Depositary, if any, for a Book-Entry Debenture must, at the time of its designation and at all times while it serves as provided in Section 2.5. (e) Depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. The Trustee shall have no responsibility to determine if the Depositary is so registered. Each Depositary, if any, shall enter into an agreement with the Trustee governing its respective rights with regard to Book-Entry Debentures. No Note Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Debenture a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized OfficersTrustee; and such certificate upon any Note Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officersauthorized officers. The signature of any such Authorized Officer authorized officer on the Notes may be manual or facsimile. (cb) Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers authorized officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (dc) The Indenture Trustee, in exchange for Trustee shall upon receipt of an Issuer Order authenticate and deliver the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the an aggregate initial principal amounts set forth in Part IV to Appendix A amount of the Receivables Purchase Agreement$460,000,000. The aggregate principal amount of all the Notes (other than the Class XS Notes) outstanding at any time may not exceed the such amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.52.6. Without limiting the generality of the foregoing, the Issuer Order shall specify whether the Notes shall be issuable as Definitive Notes or as Book-Entry Notes. (d) Each Note shall be dated the date of its authentication. Except as otherwise described in this paragraph, the Notes shall be issuable as registered Notes in minimum denominations of $1,000,000 and in integral multiples of $1,000 in excess thereof. Notwithstanding any other provision in this Indenture or the Note Purchase Agreement, transfers of ownership or beneficial interests or participations in the Notes shall not be recognized if the result of such a transfer or participation is the creation of ownership or beneficial ownership of such Note in a principal amount that is less than the minimum denominations set forth in this Section 2.2, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than the required minimum denomination. (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 set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officersauthorized officers. The signature of any such Authorized Officer authorized officer on the Notes may be manual or facsimile. (cb) Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers authorized officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (dc) The Indenture Trustee, in exchange for Trustee shall upon receipt of an Issuer Order authenticate and deliver the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the an aggregate initial principal amounts set forth in Part IV to Appendix A amount of the Receivables Purchase Agreement$445,000,000. The aggregate principal amount of all the Notes (other than the Class XS Notes) outstanding at any time may not exceed the such amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.52.6. Without limiting the generality of the foregoing, the Issuer Order shall specify whether the Notes shall be issuable as Definitive Notes or as Book-Entry Notes. (d) Each Note shall be dated the date of its authentication. Except as otherwise described in this paragraph, the Notes shall be issuable as registered Notes in minimum denominations of $1,000,000 and in integral multiples of $1,000 in excess thereof. Notwithstanding any other provision in this Indenture or the Note Purchase Agreement, transfers of ownership or beneficial interests or participations in the Notes shall not be recognized if the result of such a transfer or participation is the creation of ownership or beneficial ownership of such Note in a principal amount that is less than the minimum denominations set forth in this Section 2.2, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than the required minimum denomination. (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 set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Debentures shall be executed on behalf of the Issuing Entity Company by any its Chief Executive Officer, its Chief Financial Officer, its President or one of its Authorized OfficersVice Presidents, its Treasurer or one of its Assistant Treasurers. The signature of any such Authorized Officer on the Notes Debentures may be manual or facsimile. (cb) Notes Debentures bearing the manual or facsimile signature signatures of individuals who were at any time Authorized the proper Officers of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Debentures or did not hold such office offices at the date of such NotesDebentures. (d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (ec) No Note Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note Debenture a certificate Certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, Authentication duly executed by the Indenture Trustee by the manual signature of one an authorized officer, and such Certificate of its Authorized Officers; such certificate Authentication upon any Note Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture has been duly authenticated and delivered made available for delivery hereunder. (d) The Trustee shall authenticate and deliver Debentures of a series, for original issue, at one time or from time to time in accordance with the Company Order referred to below, upon receipt by the Trustee of: (i) Either (A) a Board Resolution and Officer's Certificate or (B) a supplemental indenture as required by Section 2.1; (ii) a Company Order requesting the authentication and delivery of such Debentures and stating the identity of the applicable Trust and the aggregate liquidation amount of the Trust Securities to be issued by such Trust concurrently with such Debentures; (iii) such Debentures, executed on behalf of the Company in accordance with clause (a) of this Section; (iv) an Opinion of Counsel to the effect that: (1) the form or forms and the terms of such Debentures have been duly authorized by the Company and have been established in conformity with the provisions of this Indenture; (2) such Debentures, when authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will have been duly issued under this Indenture and will constitute valid and legally binding obligations of the Company, entitled to the benefits provided by this Indenture, and enforceable in accordance with their terms, subject, as to enforcement to laws relating to or affecting generally the enforcement of creditors' rights, including bankruptcy and insolvency laws, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (3) any supplemental indenture referred to in clause (i) above has been duly authorized, executed and delivered by the Company and is a valid instrument legally binding upon the Company, enforceable in accordance with its terms, subject as to enforcement to laws relating to or affecting generally the enforcement of creditors' rights, including, bankruptcy and insolvency laws, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (v) an Officer's Certificate delivered in accordance with Section 12.4 and certifying that no Default or Event of Default has occurred and is continuing. The Trustee shall have the right to decline to authenticate and deliver any Debentures under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. (e) The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent. Each subsequent authenticating agent shall be acceptable to the Company and, except as provided in or pursuant to this Indenture, shall at all times be a corporation that would be permitted by the TIA to act as trustee under an indenture qualified under the TIA, is authorized under applicable law and by its charter to act as an authenticating agent and at all times has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the TIA) of at least $50,000,000. If at any time a subsequent authenticating agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. An authenticating agent may authenticate Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by an authenticating agent. The Company shall pay any authenticating agent appointed by the Trustee such reasonable compensation for its services as is from time to time agreed in writing among the Company, the Trustee and such authenticating agent. The provisions set forth in Sections 7.2, 7.3 and 7.7 shall be applicable to any authenticating agent. (f) If all the Debentures of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officer's Certificate at the time of issuance of each Debenture, but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Debenture of such series. After any such first delivery, any separate request by the Company that the Trustee authenticate Debentures of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Debentures continue to have been complied with.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Securitization Bonds shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officersa Manager. The signature of any such Authorized Officer Manager on the Notes Securitization Bonds may be manual or facsimile. (cb) Notes Securitization Bonds bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Managers shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did Securitization Bonds. (c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securitization Bonds executed on behalf of the Issuer to the Trustee pursuant to an Issuer Order for authentication; and the Trustee shall authenticate and deliver such Securitization Bond as in this Indenture provided and not hold such office at the date of such Notesotherwise. (d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (e) No Note Securitization Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Securitization Bond a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon any Note Securitization Bond shall be conclusive evidence, and the only evidence, that such Note Securitization Bond has been duly authenticated and delivered hereunder. (e) To the extent any of the Securitization Bonds are listed on the Luxembourg Stock Exchange and the rules and regulations of such exchange so require, a transfer or other agent appointed pursuant to Section 3.02(b) shall be authorized on behalf of the Trustee to execute and deliver such certificate of authentication.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Debentures shall be executed on behalf of the Issuing Entity Company by any its Chief Executive Officer, its Chief Financial Officer, its President or one of its Authorized OfficersVice Presidents, its Treasurer or one of its Assistant Treasurers under its corporate seal imprinted or reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any such Authorized Officer on the Notes Debentures may be manual or facsimile. (cb) Notes Debentures bearing the manual or facsimile signature signatures of individuals who were at any time Authorized the proper Officers of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Debentures or did not hold such office offices at the date of such NotesDebentures. (d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (ec) No Note Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note Debenture a certificate Certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, Authentication duly executed by the Indenture Trustee by the manual signature of one a Responsible Officer, and such Certificate of its Authorized Officers; such certificate Authentication upon any Note Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture has been duly authenticated and delivered made available for delivery hereunder. (d) The Trustee shall authenticate and deliver Debentures of a series, for original issue, at one time or from time to time in accordance with the Company Order referred to below, upon receipt by the Trustee of: (i) a Board Resolution as required by Section 2.01; (ii) a Company Order requesting the authentication and delivery of such Debentures and stating the identity of the applicable Trust and the aggregate liquidation amount of the Trust Securities to be issued by such Trust concurrently with such Debentures; (iii) an Officer's Certificate or, unless previously delivered, a supplemental indenture hereto setting forth the form of such Debentures and, except as set forth in a Board Resolution, establishing the terms thereof; (iv) such Debentures, executed on behalf of the Company in accordance with clause (a) of this Section; (v) an Opinion of Counsel to the effect that: (1) the form or forms of such Debentures have been duly authorized by the Company and have been established in conformity with the provisions of this Indenture; (2) such Debentures, when authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will have been duly issued under this Indenture and will constitute valid and legally binding obligations of the Company, entitled to the benefits provided by this Indenture, and enforceable in accordance with their terms, subject, as to enforcement to laws relating to or affecting generally the enforcement of creditors' rights, including, without limitation, bankruptcy and insolvency laws and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (3) that any supplemental indenture referred to in clause (iii) above has been duly authorized, executed and delivered by the Company and is a valid instrument legally binding upon the Company, enforceable in accordance with its terms, subject as to enforcement to laws relating to or affecting creditors' rights, including without limitation, bankruptcy and insolvency laws and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (4) that all consents, approvals and orders of any commission, governmental authority or agency required in connection with the issuance and delivery of such Debentures have been obtained; and (vi) an Officer's Certificate certifying that no Default or Event of Default has occurred and is continuing. The Trustee shall have the right to decline to authenticate and deliver any Securities under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. (e) The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent. Each authenticating agent shall be acceptable to the Company and, except as provided in or pursuant to this Indenture, shall at all times be a corporation that would be permitted by the TIA to act as trustee under an indenture qualified under the TIA, is authorized under applicable law and by its charter to act as an authenticating agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the TIA) of at least $50,000,000. If at any time an authenticating agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. An authenticating agent may authenticate Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by an authenticating agent. The Trustee shall pay any authenticating agent appointed by the Trustee reasonable compensation for its services and the Trustee shall be reimbursed for such payment by the Company pursuant to Section 7.07. The provisions set forth in Sections 7.02, 7.03 and 7.07 shall be applicable to any authenticating agent. (f) If all the Debentures of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officer's Certificate at the time of issuance of each Debenture, but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Debenture of such series. After any such first delivery, any separate request by the Company that the Trustee authenticate Debentures of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Debentures continue to have been complied with.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication authentication, and shall be issuable as a registered Note in the minimum any authorized denomination set forth in Part IV of Appendix A to the Receivables Purchase AgreementSeries Trust Indenture. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any Authorized Officer of its Authorized Officersthe Owner Trustee. The signature of any such Authorized Officer on of the Notes may be manual or facsimile. (c) Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Owner Trustee shall bind the Issuing Entityissuer, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Notes Notes, or did not hold such office at the date of such Notes. (d) The Indenture Trustee, in exchange for the Grant Collateral Obligations, simultaneously with the sale, assignment and transfer to the Indenture Trustee of the Issuing Entity CollateralCollateral Obligations, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Issuer, the Notes for original issue in the an aggregate principal amounts amount set forth in Part IV to Appendix A of the Receivables Purchase AgreementSeries Trust Indenture. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the that amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. Such Notes shall be duly authenticated by the Indenture Trustee, in authorized denominations. (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate Certificate of authentication Authentication substantially in the form set forth in Exhibits A and B, as applicableAppendix A, executed by the Indenture Trustee by the manual signature of one of its Authorized 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. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officersauthorized officers. The signature of any such Authorized Officer authorized officer on the Notes may be manual or facsimile. (cb) Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers authorized officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (dc) The Indenture Trustee, in exchange for Trustee shall upon receipt of an Issuer Order authenticate and deliver the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the an aggregate initial principal amounts set forth in Part IV to Appendix A amount of the Receivables Purchase Agreement$365,000,000. The aggregate principal amount of all the Notes (other than the Class XS Notes) outstanding at any time may not exceed the such amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.52.6. Without limiting the generality of the foregoing, the Issuer Order shall specify whether the Notes shall be issuable as Definitive Notes or as Book-Entry Notes. (d) Each Note shall be dated the date of its authentication. Except as otherwise described in this paragraph, the Notes shall be issuable as registered Notes in minimum denominations of $1,000,000 and in integral multiples of $1,000 in excess thereof. Notwithstanding any other provision in this Indenture or the Note Purchase Agreement, transfers of ownership or beneficial interests or participations in the Notes shall not be recognized if the result of such a transfer or participation is the creation of ownership or beneficial ownership of such Note in a principal amount that is less than the minimum denominations set forth in this Section 2.2. (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 set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each One Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (i) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be dated valid nevertheless. (ii) A Note shall not be valid until an authorized signatory of the Trustee or an authenticating agent manually signs the certificate of authentication on the Note upon Company Order. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Such Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of its authentication Notes is to be authenticated. (iii) The Trustee or an authenticating agent shall authenticate and shall be issuable deliver initially Initial Notes on the Issue Date in an aggregate principal amount of U.S. $700,000,000 and any Additional Notes for original issue from time to time after the Issue Date in such principal amounts as a registered Note in the minimum denomination set forth in Part IV Section 2.14, in each case upon a Company Order. (iv) The Company may from time to time, without the consent of Appendix A the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series for non-U.S. federal income tax purposes with the previously outstanding Notes. Unless the context otherwise requires, for all purposes of this Indenture and the form of Note attached hereto, references to the Receivables Purchase AgreementNotes include any Additional Notes actually issued. (v) The Notes shall be issued in fully registered form without coupons attached in minimum denominations of U.S. $200,000 and integral multiples of U.S. $1,000 in excess thereof (each, an “Authorized Denomination”). (b) The Notes shall be executed on behalf Trustee may appoint an authenticating agent, with a copy of such appointment to the Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on Company, to authenticate the Notes (the “Authenticating Agent”). Unless limited by the terms of such appointment, an Authenticating Agent may be manual authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by an Authenticating Agent. An Authenticating Agent has the same rights as the Registrar or facsimileany Transfer Agent or Paying Agent or agent for service of notices and demands. (ci) Notes bearing Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the manual corporate trust business (and this transaction in particular) of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or facsimile signature filing of individuals who were any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (ii) Any Authenticating Agent may at any time Authorized Officers resign by giving written notice of the Issuing Entity shall bind the Issuing Entity, notwithstanding that such individuals or any of them have ceased to hold such office prior resignation to the authentication Trustee and delivery the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Company. Upon receiving such notice of resignation or upon such a termination, the Trustee may appoint a successor Authenticating Agent reasonably acceptable to the Company and shall give written notice of such Notes or did not hold such office at appointment to the date of such NotesCompany. (diii) The Indenture Trustee, in exchange Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for the Grant of the Issuing Entity Collateral, shall cause to be authenticated its services and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes reimbursement for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5its reasonable expenses relating thereto. (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 set forth in Exhibits A and B, as applicable, executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officersthe Owner Trustee, as provided herein. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) . Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (db) The Indenture TrusteeTrustee shall, in exchange for the Grant upon receipt of the Issuing Entity Collateralan Issuer Order, shall cause to be authenticated authenticate and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes deliver for original issue Notes in the aggregate principal amounts set forth in Part IV to Appendix A amount of the Receivables Purchase AgreementInitial 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 and in the case of the Class I Note, the Original Notional Principal Amount. The aggregate principal amount of all Notes (other than the Class XS Notes) A Notes outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreementsuch respective amounts, except as otherwise provided in Section 2.52.05 hereof. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 ($1,000 Notional Principal Amount in the case of the Class I Notes) in excess thereof, except that one Note of each Class may be issued in a different denomination. (ec) 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 set forth provided for in Exhibits A and B, the forms of Notes attached as applicable, exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Securitiza tion Bonds shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officersa Manager. The signature of any such Authorized Officer Manager on the Notes Securitization Bonds may be manual or facsimile. (cb) Notes Securitization Bonds bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Managers shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did Securitization Bonds. (c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securitization Bonds executed on behalf of the Issuer to the Trustee pursuant to an Issuer Order for authentication; and the Trustee shall authenticate and deliver such Securitization Bond as in this Indenture provided and not hold such office at the date of such Notesotherwise. (d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (e) No Note Securitization Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Securitization Bond a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon any Note Securitization Bond shall be conclusive evidence, and the only evidence, that such Note Securiti zation Bond has been duly authenticated and delivered hereunder. (e) To the extent any of the Securitization Bonds are listed on the Luxem bourg Stock Exchange and the rule▇ ▇▇▇ regulations of such exchange so require, a transfer or other agent appointed pursuant to Section 3.02(b) shall be authorized on behalf of the Trustee to execute and deliver such certificate of authentication.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Debentures shall be executed on behalf of the Issuing Entity Company by any its Chairman of the Board, one of its Authorized OfficersPresidents or one of its Vice Presidents under its corporate seal reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any such Authorized Officer of these officers on the Notes Debentures may be manual or facsimile. (c) Notes . Debentures bearing the manual or facsimile signature signatures of individuals who were at any time Authorized Officers the proper officers of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Debentures or did not hold such office offices at the date of such Notes. (d) The Indenture TrusteeDebentures. At any time and from time to time after the execution and delivery of this Indenture, in exchange the Company may deliver Debentures, together with a Company Order executed by the Company to the Trustee or an Authenticating Agent, for the Grant authentication and delivery of such Debentures; and the Issuing Entity Collateral, Trustee shall cause to be authenticated authenticate and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except deliver such Debentures as provided in Section 2.5. (e) such Company Order. Each Debenture shall be dated the date of its authentication. No Note Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Debenture a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicableprovided for herein, executed by the Indenture Trustee or an Authenticating Agent by the manual signature of one of its Authorized Officers; authorized officers, and such certificate upon any Note Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Debentures shall be executed on behalf of the Issuing Entity Company by any its Chief Executive Officer, its Chief Financial Officer, its President or one of its Authorized OfficersVice Presidents, its Treasurer or one of its Assistant Treasurers under its corporate seal imprinted or reproduced thereon, and attested by its Secretary or one of its Assistant Secretaries. The signature of any such Authorized Officer on the Notes Debentures may be manual or facsimile. (cb) Notes Debentures bearing the manual or facsimile signature signatures of individuals who were at any time Authorized the proper Officers of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Debentures or did not hold such office offices at the date of such NotesDebentures. (d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (ec) No Note Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note Debenture a certificate Certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, Authentication duly executed by the Indenture Trustee by the manual signature of one an authorized signatory, and such Certificate of its Authorized Officers; such certificate Authentication upon any Note Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture has been duly authenticated and delivered made available for delivery hereunder. (d) The Trustee shall authenticate and deliver Debentures of a series, for original issue, at one time or from time to time in accordance with the Company Order referred to below, upon receipt by the Trustee of: (i) a Board Resolution as required by Section 2.1; (ii) a Company Order requesting the authentication and delivery of such Debentures and stating the identity of the applicable Trust and the aggregate liquidation amount of the Trust Securities to be issued by such Trust concurrently with such Debentures; (iii) an Officer's Certificate or, unless previously delivered, a supplemental indenture hereto setting forth the form of such Debentures and, except as set forth in a Board Resolution, establishing the terms thereof; (iv) such Debentures, executed on behalf of the Company in accordance with clause (a) of this Section; (v) an Opinion of Counsel to the effect that: (1) the form or forms and the terms of such Debentures have been duly authorized by the Company and have been established in conformity with the provisions of this Indenture; (2) such Debentures, when authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will have been duly issued under this Indenture and will constitute valid and legally binding obligations of the Company, entitled to the benefits provided by this Indenture, and enforceable in accordance with their terms, subject, as to enforcement to laws relating to or affecting generally the enforcement of creditors' rights, including bankruptcy and insolvency laws, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (3) any supplemental indenture referred to in clause (iii) above has been duly authorized, executed and delivered by the Company and is a valid instrument legally binding upon the Company, enforceable in accordance with its terms, subject as to enforcement to laws relating to or affecting generally the enforcement of creditors' rights, including, bankruptcy and insolvency laws, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (4) all consents, approvals and orders of any commission, governmental authority or agency required in connection with the issuance and delivery of such Debentures have been obtained; and (vi) an Officer's Certificate delivered in accordance with 13.4 and certifying that no Default or Event of Default has occurred and is continuing. The Trustee shall have the right to decline to authenticate and deliver any Debentures under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. (e) The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent. Each authenticating agent shall be acceptable to the Company and, except as provided in or pursuant to this Indenture, shall at all times be a corporation that would be permitted by the TIA to act as trustee under an indenture qualified under the TIA, is authorized under applicable law and by its charter to act as an authenticating agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the TIA) of at least $50,000,000. If at any time an authenticating agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. An authenticating agent may authenticate Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by an authenticating agent. The Company shall pay any authenticating agent appointed by the Trustee reasonable compensation for its services. The provisions set forth in Sections 7.2, 7.3 and 7.7 shall be applicable to any authenticating agent. (f) If all the Debentures of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officer's Certificate at the time of issuance of each Debenture, but such opinion and certificate, with appropriate modifica tions, shall be delivered at or before the time of issuance of the first Debenture of such series. After any such first delivery, any separate request by the Company that the Trustee authenticate Debentures of such series for original issue will be deemed to be a certifica

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A Subject to the Receivables Purchase Agreement. subsection (b) The Notes below, the Securities shall be executed on behalf of the Issuing Entity Company by any of an Officer and attested by its Authorized OfficersSecretary or Assistant Secretary. The signature of any such Authorized Officer of these officers on the Notes Securities may be manual manual, facsimile or facsimile. electronic (c) Notes .pdf). Securities bearing the manual manual, facsimile or facsimile signature electronic signatures of individuals who were at any time Authorized the proper Officers of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Securities or did not hold such office offices at the date of such Notes. (d) The Indenture TrusteeSecurities. At the time of and from time to time after the execution and delivery of this Indenture, in exchange the Company will deliver definitive or certificated forms of Securities, if any, executed by the Company to the Trustee for authentication, together with a direction from the Company for the Grant authentication and delivery of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreementsuch Securities. The aggregate principal amount Trustee in accordance with such direction from the Company shall authenticate and deliver such Securities as in this Indenture provided and not otherwise. Securities issued hereunder shall be dated as of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (e) their Issue Date. No Note Security 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 Security an authentication substantially in the form set forth in Exhibits A and B, as applicable, executed by or on behalf of the Indenture Trustee by the manual signature of one of its Authorized Officers; signature, and such certificate authentication upon any Note Security shall be conclusive evidence, and the only evidence, that such Note Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of the Indenture. (b) Notwithstanding the preceding subsection (a) of this Section, in connection with the issuance of each Security in book-entry form pursuant to Section 2.13, each Security shall be deemed to be executed and attested to by the Company and authenticated and delivered by the Trustee, in the same manner as provided in the preceding subsection (a), upon the delivery by the Company (or the Company’s duly authorized Agent) to the Holder of such Security of a Written Confirmation, with a copy of such Written Confirmation delivered to the Trustee, and the establishment by the Registrar of an Account for such Security in the name of the Holder in the Securities Register.

Execution, Authentication and Delivery. (a) Each Note The Notes shall be dated the date of its authentication their authentication, and shall be issuable as a registered Note Notes in the minimum denomination set forth denominations of $1,000 and in Part IV of Appendix A to the Receivables Purchase Agreementintegral multiples thereof. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Responsible Officers. The signature of any such Authorized Responsible Officer on the Notes may be manual or facsimile. (c) Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Responsible Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. (d) The Indenture Trustee, in exchange for the Grant pledge and assignment to it of (i) the Mortgage Loans and the other components of the Issuing Entity CollateralTrust by the Issuer and (ii) the pledge and assignment to it of the Spread Account by the Class ___ Certificateholders, shall simultaneously with the assignment and transfer to the Indenture Trustee of the Mortgage Loans, and the delivery to the Indenture Trustee of the Mortgage Files and the other components and assets of the Trust and the Spread Account, together with an Opinion of Counsel to the Issuer (which may be counsel to the Depositor) relating to the issuance of the Notes and the lien of the Indenture Trustee hereunder and an Officer's Certificate relating to the same, shall, upon the order of the Issuer cause the Notes to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the an aggregate principal amounts set forth in Part IV amount equal to Appendix A of the Receivables Purchase AgreementOriginal Note Principal Balance. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the that amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (e) No Note Notes 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 set forth in Exhibits A and B, as applicableExhibit B hereto, executed by the Indenture Trustee by the manual signature of one of its Authorized Responsible 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. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) . Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (d) . The Indenture TrusteeTrustee shall, in exchange upon receipt of an Issuer Order, authenticate and deliver for original issue the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Class A Notes for original issue in an aggregate amount equal to the Initial Class A Principal Balance, Class B Notes for original issue in an aggregate principal amounts set forth amount equal to the Initial Class B Principal Balance, Class C Notes for original issue in Part IV an aggregate amount equal to Appendix A 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 the 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 the Receivables Purchase Agreementits authentication. The aggregate principal amount Notes shall be issuable as registered Notes in the minimum denomination of all Notes (other than the $1,000,000 and in integral multiples of $100,000 in excess thereof; provided, however, that one Note of each Class XS Notes) outstanding at any time may not exceed the amount set forth be issued in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (e) a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Debentures shall be executed on behalf of the Issuing Entity Company by any its Chief Executive Officer, its Chief Financial Officer, its President or one of its Authorized OfficersVice Presidents, its Treasurer or one of its Assistant Treasurers. The signature of any such Authorized Officer on the Notes Debentures may be manual or facsimile. (cb) Notes Debentures bearing the manual or facsimile signature signatures of individuals who were at any time Authorized the proper Officers of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Debentures or did not hold such office offices at the date of such NotesDebentures. (d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (ec) No Note Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note Debenture a certificate Certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, Authentication duly executed by the Indenture Trustee by the manual signature of one an authorized signatory, and such Certificate of its Authorized Officers; such certificate Authentication upon any Note Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture has been duly authenticated and delivered made available for delivery hereunder. (d) The Trustee shall authenticate and deliver Debentures of a series, for original issue, at one time or from time to time in accordance with the Company Order referred to below, upon receipt by the Trustee of: (i) a Board Resolution as required by Section 2.1; (ii) a Company Order requesting the authentication and delivery of such Debentures; (iii) an Officers' Certificate or, unless previously delivered, a supplemental indenture hereto setting forth the form of such Debentures and, except as set forth in a Board Resolution, establishing the terms thereof; (iv) such Debentures, executed on behalf of the Company in accordance with clause (a) of this Section; (v) an Opinion of Counsel to the effect that: (1) the form or forms and the terms of such Debentures have been duly authorized by the Company and have been established in conformity with the provisions of this Indenture; (2) such Debentures, when authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will have been duly issued under this Indenture and will constitute valid and legally binding obligations of the Company, entitled to the benefits provided by this Indenture, and enforceable in accordance with their terms, subject, as to enforcement to laws relating to or affecting generally the enforcement of creditors' rights, including bankruptcy and insolvency laws, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (3) any supplemental indenture referred to in clause (iii) above has been duly authorized, executed and delivered by the Company and is a valid instrument legally binding upon the Company, enforceable in accordance with its terms, subject as to enforcement to laws relating to or affecting generally the enforcement of creditors' rights, including, bankruptcy and insolvency laws, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (4) all consents, approvals and orders of any commission, governmental authority or agency, with respect to matters of federal and Indiana law, required in connection with the issuance and delivery of such Debentures have been obtained; and (vi) an Officers' Certificate delivered in accordance with 13.4 and certifying that no Default or Event of Default has occurred and is continuing. The Trustee shall have the right to decline to authenticate and deliver any Debentures under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders or if the issue of such Debentures pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Debentures and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. (e) The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent. Each authenticating agent shall be acceptable to the Company and, except as provided in or pursuant to this Indenture, shall at all times be a corporation that would be permitted by the TIA to act as trustee under an indenture qualified under the TIA, is authorized under applicable law and by its charter to act as an authenticating agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the TIA) of at least $50,000,000. If at any time an authenticating agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. An authenticating agent may authenticate Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by an authenticating agent. The Company shall pay any authenticating agent appointed by the Trustee reasonable compensation for its services. The provisions set forth in Sections 7.2, 7.3 and 7.7 shall be applicable to any authenticating agent. (f) If all the Debentures of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officers' Certificate at the time of issuance of each Debenture, but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Debenture of such series. After any such first delivery, any separate request by the Company that the Trustee authenticate Debentures of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Debentures continue to have been complied with.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Debentures shall be executed on behalf of the Issuing Entity Company by any its Chief Executive Officer, its Chief Financial Officer, its President or one of its Authorized OfficersVice Presidents, its Treasurer or one of its Assistant Treasurers. The signature of any such Authorized Officer on the Notes Debentures may be manual or facsimile. (cb) Notes Debentures bearing the manual or facsimile signature signatures of individuals who were at any time Authorized the proper Officers of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Debentures or did not hold such office offices at the date of such NotesDebentures. (d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (ec) No Note Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note Debenture a certificate Certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, Authentication duly executed by the Indenture Trustee by the manual signature of one an authorized signatory, and such Certificate of its Authorized Officers; such certificate Authentication upon any Note Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture has been duly authenticated and delivered made available for delivery hereunder. (d) The Trustee shall authenticate and deliver Debentures of a series, for original issue, at one time or from time to time in accordance with the Company Order referred to below, upon receipt by the Trustee of: (i) a Board Resolution as required by Section 2.1; (ii) a Company Order requesting the authentication and delivery of such Debentures; (iii) an Officer's Certificate or, unless previously delivered, a supplemental indenture hereto setting forth the form of such Debentures and, except as set forth in a Board Resolution, establishing the terms thereof; (iv) such Debentures, executed on behalf of the Company in accordance with clause (a) of this Section; (v) an Opinion of Counsel to the effect that: (1) the form or forms and the terms of such Debentures have been duly authorized by the Company and have been established in conformity with the provisions of this Indenture; (2) such Debentures, when authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will have been duly issued under this Indenture and will constitute valid and legally binding obligations of the Company, entitled to the benefits provided by this Indenture, and enforceable in accordance with their terms, subject, as to enforcement to laws relating to or affecting generally the enforcement of creditors' rights, including bankruptcy and insolvency laws, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (3) any supplemental indenture referred to in clause (iii) above has been duly authorized, executed and delivered by the Company and is a valid instrument legally binding upon the Company, enforceable in accordance with its terms, subject as to enforcement to laws relating to or affecting generally the enforcement of creditors' rights, including, bankruptcy and insolvency laws, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (4) all consents, approvals and orders of any commission, governmental authority or agency required in connection with the issuance and delivery of such Debentures have been obtained; and (vi) an Officer's Certificate delivered in accordance with 13.4 and certifying that no Default or Event of Default has occurred and is continuing. The Trustee shall have the right to decline to authenticate and deliver any Debentures under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders. (e) The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent. Each authenticating agent shall be acceptable to the Company and, except as provided in or pursuant to this Indenture, shall at all times be a corporation that would be permitted by the TIA to act as trustee under an indenture qualified under the TIA, is authorized under applicable law and by its charter to act as an authenticating agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the TIA) of at least $50,000,000. If at any time an authenticating agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. An authenticating agent may authenticate Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by an authenticating agent. The Company shall pay any authenticating agent appointed by the Trustee reasonable compensation for its services. The provisions set forth in Sections 7.2, 7.3 and 7.7 shall be applicable to any authenticating agent. (f) If all the Debentures of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officer's Certificate at the time of issuance of each Debenture, but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Debenture of such series. After any such first delivery, any separate request by the Company that the Trustee authenticate Debentures of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Debentures continue to have been complied with.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officersthe Owner Trustee, as provided herein. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) . Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (db) The Indenture TrusteeTrustee shall, in exchange for the Grant upon receipt of the Issuing Entity Collateralan Issuer Order, shall cause to be authenticated authenticate and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes deliver for original issue Notes in the aggregate principal amounts set forth in Part IV to Appendix A amount of the Receivables Purchase AgreementInitial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance, the Initial Class A-4 Note Balance, the Initial Class B Note Balance, the Initial Class C Note Balance and the Initial Class D Note Balance. The aggregate principal amount of all the Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreementsuch respective amounts, except as otherwise provided in Section 2.52.05 hereof. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 in excess thereof, except that one Note of each Class may be issued in a different denomination. (ec) 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 set forth provided for in Exhibits A and B, the forms of Notes attached as applicable, exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be -------------------------------------- executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) . Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (d) The . At any time and from time to time after the execution and delivery of this Indenture and the related Terms Supplement, Notes of any one or more Series may be executed by the Issuer and delivered to the Indenture Trustee for authentication, and thereupon the same shall be authenticated and delivered by the Indenture Trustee, in exchange for upon Issuer Request and upon receipt by the Grant Indenture Trustee of the Issuing Entity Collateralfollowing: (a) an Issuer Request authorizing the execution, shall cause authentication and delivery of such Notes by the Issuer and specifying the Series, the Classes within such Series, the Final Maturity Date of each Class, the principal amount and the Interest Rate and the method of determining such Interest Rate, of each Class of such Notes to be authenticated and delivered to or upon the order delivered; (b) an Officer's Certificate of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A Servicer on behalf of the Receivables Purchase Agreement. The aggregate principal amount of all Notes Issuer stating that: (other than i) the Class XS Notes) outstanding at any time may Issuer is not exceed in Default under this Indenture and the amount set forth in Part IV to Appendix A issuance of the Receivables Purchase AgreementNotes applied for will not cause such a Default, and that all conditions precedent provided in this Indenture relating to the authentication and delivery of the Notes applied for have been satisfied or waived; (ii) the Issuer is the owner of each Commercial Loan then securing such Series and any previously issued Series, has not assigned any interest or participation in any such Commercial Loan (or, if any such interest or participation has been assigned, it has been released) except as provided in Section 2.5.the Sale and Servicing Agreement and has the right to Grant each such Commercial Loan owned by it to the Indenture Trustee; (eiii) the Issuer has Granted to the Indenture Trustee a lien and security interest in all of its right, title, and interest in each such Commercial Loan and such lien is perfected and of first priority; and (iv) attached thereto are true and correct copies of letters signed by each Rating Agency confirming that the Notes of such new Series have been rated by such Rating Agency, if so rated. Each Note shall be dated as of the date specified in the related Terms Supplement. 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 set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed by manual or facsimile signature on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such an Authorized Officer on of the Notes may be manual or facsimile. (c) Issuer. Notes bearing the manual or facsimile signature of individuals an individual who were was, at any the time Authorized Officers when such signature was affixed, authorized to sign on behalf of the Issuing Entity Issuer shall bind the Issuing Entitynot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such office be so authorized prior to the authentication and delivery of such Notes or did does not hold such office at the date of issuance of such Notes. (d) The . On the Note Initial Increase Date, the Issuer shall execute and the Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateralupon Issuer Order, shall cause to be authenticated authenticate and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) deliver Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The an aggregate principal amount of all Notes (other than up to the Class XS Notes) outstanding at Note Maximum Balance. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may not exceed deliver Notes executed by the amount set forth in Part IV Issuer to Appendix A of the Receivables Purchase AgreementIndenture Trustee for authentication and delivery, except and the Indenture Trustee, upon Issuer Order, shall authenticate and deliver such Notes as provided in Section 2.5. (e) this Indenture and not otherwise. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by or on behalf of the Indenture Trustee by the manual signature of one of its Authorized Officers; a duly authorized signatory, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Company by any of its Authorized OfficersOfficer. The signature of any such Authorized an Officer on the Notes may be manual or via facsimile. (c) , .pdf transmission or other electronic means of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes. Notes bearing the manual or facsimile signature of individuals an individual who were was at any time Authorized Officers a proper Officer of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have individual ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. (d) The Indenture Trustee. At any time and from time to time after the execution and delivery of this Indenture, in exchange the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the Grant authentication and delivery of such Notes, and the Issuing Entity CollateralTrustee in accordance with such Company Order shall authenticate and deliver such Notes. On the Issue Date, the Company shall cause to be authenticated and delivered to or upon deliver the order of the Issuing Entity (an “Authentication Order”) Initial Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of $550,000,000 executed by the Company to the Trustee for authentication, together with a Company Order directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes (other than contained herein have been fully complied with, and the Class XS Trustee in accordance with such Company Order shall authenticate and deliver such Initial Notes) outstanding at . At any time and from time to time after the Issue Date, the Company may not exceed deliver Additional Notes executed by the amount set forth Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that the issuance of such Additional Notes is in Part IV compliance with Article Ten hereof and that all other conditions precedent to Appendix A the issuance of Notes contained herein have been fully complied with, and the Receivables Purchase Agreement, except as provided Trustee in Section 2.5. (e) accordance with such Company Order shall authenticate and deliver such Additional 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 set forth provided for in Exhibits A and BExhibit 1 to the Appendix, as applicable, duly executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. In case the Company, pursuant to Article Eight of this Indenture, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight of this Indenture, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) . Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (d) . The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, Trustee shall cause to be authenticated upon Issuer Request authenticate and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) deliver Term Notes for original issue in the an aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate initial principal amount of all $295,648,000 and Variable Funding Notes (other than for original issue in an aggregate initial principal amount of $0. The Security Balance of the Class XS Notes) outstanding at any time Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Class A Notes shall be issuable in the minimum initial Security Balances of $100,000 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 set forth in Part IV equal to Appendix A the Additional Balance Differential for the Collection Period related to the Payment Date following the date of the Receivables Purchase Agreement, except as provided in issuance of such Variable Funding Note pursuant to Section 2.5. (e) 4.01(b). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any officer having the title of its Authorized OfficersChief Executive Officer, President, Vice President (including any Executive, Group or other Vice President) or Corporate Secretary. The signature of any such Authorized Officer officer on the Notes may be manual or facsimile. (c) Notes . Any Note bearing the manual or facsimile signature of individuals an individual who were was at any time Authorized Officers the proper officer of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have individual has ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes.. Subject to Section 2.02, Issuer may deliver Notes by the Issuer to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver such Notes. On the Issue Date the Trustee shall be entitled to receive, and (subject to Section 6.1 of the Original Indenture) shall be fully protected in relying upon, an Opinion of Counsel stating: (dA) The Indenture Trustee, that the form has been established in exchange for conformity with the Grant provisions of this Indenture; (B) that the terms have been established in conformity with the provisions of this Indenture; (C) that the issuance of the Issuing Entity CollateralNotes is permitted under the terms of the Indenture and all conditions precedent have been satisfied; and (D) that such Notes, shall cause to be when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or upon affecting creditors’ rights and to general equity principles and to such other qualifications as such counsel shall conclude do not materially affect the order rights of Holders of such Notes. If such form or terms have been so established, the Trustee shall not be required to authenticate such Notes if the issue of such Notes pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Notes and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee. Notwithstanding the provisions of Section 3.1 of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A Original Indenture and of the Receivables Purchase Agreement. The aggregate principal amount of all preceding paragraph, for Notes (other than delivered by the Class XS Notes) outstanding Issuer to the Trustee for authentication at any time may after the Issue Date, it shall not exceed be necessary to deliver the amount set forth in Part IV Officers’ Certificate otherwise required pursuant to Appendix A Section 3.1 of the Receivables Purchase Agreement, except as provided in Section 2.5. (e) Original Indenture or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Note. 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 as set forth in Exhibits Exhibit A and B, as applicable, executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as provided in Section 2.07, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Execution, Authentication and Delivery. (a) Each One Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (i) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be dated valid nevertheless. (ii) A Note shall not be valid until an authorized signatory of the Trustee or an authenticating agent manually signs the certificate of authentication on the Note upon Company Order. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Such Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of its authentication Notes is to be authenticated. (iii) The Trustee or an authenticating agent shall authenticate and shall be issuable deliver initially Initial Notes on the Issue Date in an aggregate principal amount of U.S. $500,000,000 and any Additional Notes for original issue from time to time after the Issue Date in such principal amounts as a registered Note in the minimum denomination set forth in Part IV Section 2.14, in each case upon a Company Order. (iv) The Company may from time to time, without the consent of Appendix A the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series for non-U.S. federal income tax purposes with the previously outstanding Notes. Unless the context otherwise requires, for all purposes of this Indenture and the form of Note attached hereto, references to the Receivables Purchase AgreementNotes include any Additional Notes actually issued. (v) The Notes shall be issued in fully registered form without coupons attached in minimum denominations of U.S. $200,000 and integral multiples of U.S. $1,000 in excess thereof (each, an “Authorized Denomination”). (b) The Notes shall be executed on behalf Trustee may appoint an authenticating agent, with a copy of such appointment to the Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on Company, to authenticate the Notes (the “Authenticating Agent”). Unless limited by the terms of such appointment, an Authenticating Agent may be manual authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by an Authenticating Agent. An Authenticating Agent has the same rights as the Registrar or facsimileany Transfer Agent or Paying Agent or agent for service of notices and demands. (ci) Notes bearing Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the manual corporate trust business (and this transaction in particular) of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or facsimile signature filing of individuals who were any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (ii) Any Authenticating Agent may at any time Authorized Officers resign by giving written notice of the Issuing Entity shall bind the Issuing Entity, notwithstanding that such individuals or any of them have ceased to hold such office prior resignation to the authentication Trustee and delivery the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Company. Upon receiving such notice of resignation or upon such a termination, the Trustee may appoint a successor Authenticating Agent reasonably acceptable to the Company and shall give written notice of such Notes or did not hold such office at appointment to the date of such NotesCompany. (diii) The Indenture Trustee, in exchange Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for the Grant of the Issuing Entity Collateral, shall cause to be authenticated its services and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes reimbursement for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5its reasonable expenses relating thereto. (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 set forth in Exhibits A and B, as applicable, executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officersthe Owner Trustee, as provided herein. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) . Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (db) The Indenture TrusteeTrustee shall, in exchange for the Grant upon receipt of the Issuing Entity Collateralan Issuer Order, shall cause to be authenticated authenticate and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes deliver for original issue Notes in the aggregate principal amounts set forth in Part IV to Appendix A amount of the Receivables Purchase AgreementInitial 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 and in the case of the Class I Note, the Original Notional Principal Amount. The aggregate principal amount of all Notes (other than the Class XS Notes) A Notes outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreementsuch respective amounts, except as otherwise provided in Section 2.52.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $1,000 and in integral multiples of $1,000 ($1,000 Notional Principal Amount in the case of the Class I Notes) in excess thereof, except that one Note of each Class may be issued in a different denomination. (ec) 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 set forth provided for in Exhibits A and B, the forms of Notes attached as applicable, exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officersthe Owner Trustee, as provided herein. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) . Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (db) The Indenture TrusteeTrustee shall, in exchange for the Grant upon receipt of the Issuing Entity Collateralan Issuer Order, shall cause to be authenticated authenticate and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes deliver for original issue Notes in the aggregate principal amounts set forth in Part IV to Appendix A amount of the Receivables Purchase AgreementInitial Class A-1 Note Balance, the Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance, the Initial Class A-4 Note Balance, the Initial Class B Note Balance, the Initial Class C Note Balance and the Initial Class D Note Balance. The aggregate principal amount of all the Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreementsuch respective amounts, except as otherwise provided in Section 2.52.05 hereof. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $100,000 and in integral multiples of $1,000 in excess thereof, except that one Note of each Class may be issued in a different denomination. (ec) 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 set forth provided for in Exhibits A and B, the forms of Notes attached as applicable, exhibits to this Indenture executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officersauthorized officers. The signature of any such Authorized Officer authorized officer on the Notes may be manual or facsimile. (cb) Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers authorized officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (dc) The Indenture Trustee, in exchange for Trustee shall upon receipt of an Issuer Order authenticate and deliver the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the an aggregate initial principal amounts set forth in Part IV to Appendix A amount of the Receivables Purchase Agreement$610,000,000. The aggregate principal amount of all the Notes (other than the Class XS Notes) outstanding at any time may not exceed the such amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.52.6. Without limiting the generality of the foregoing, the Issuer Order shall specify whether the Notes shall be issuable as Definitive Notes or as Book-Entry Notes. (d) Each Note shall be dated the date of its authentication. Except as otherwise described in this paragraph, the Notes shall be issuable as registered Notes in minimum denominations of $500,000 and in integral multiples of $1,000 in excess thereof. Notwithstanding any other provision in this Indenture or the Note Purchase Agreement, transfers of ownership or beneficial interests or participations in the Notes shall not be recognized if the result of such a transfer or participation is the creation of ownership or beneficial ownership of such Note in a principal amount that is less than the minimum denominations set forth in this Section 2.2, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than the required minimum denomination. (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 set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) . Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (d) . The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, Trustee shall cause to be authenticated upon Issuer Request authenticate and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) 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 zero. The Security Balance of the Variable Funding Notes in the aggregate principal amounts set forth in Part IV to Appendix A of may not exceed the Receivables Purchase AgreementMaximum Variable Funding Balance. The aggregate principal amount of all Notes (other than the Class XS 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 $100,000 and in integral multiples of $1,000 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 set forth in Part IV equal to Appendix A the Additional Balance Differential for the Collection Period related to the Payment Date following the date of the Receivables Purchase Agreement, except as provided in issuance of such Variable Funding Note pursuant to Section 2.5. (e) 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 set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Securitiza tion Bonds shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officersa Manager. The signature of any such Authorized Officer Manager on the Notes Securitization Bonds may be manual or facsimile. (cb) Notes Securitization Bonds bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Managers shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did Securitization Bonds. (c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securitization Bonds executed on behalf of the Issuer to the Trustee pursuant to an Issuer Order for authentication; and the Trustee shall authenticate and deliver such Securitization Bond as in this Indenture provided and not hold such office at the date of such Notesotherwise. (d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (e) No Note Securitization Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Securitization Bond a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon any Note Securitization Bond shall be conclusive evidence, and the only evidence, that such Note Securitization Bond has been duly authenticated and delivered hereunder. (e) To the extent any of the Securitization Bonds are listed on the Luxem bourg Stock Exchange and the ru▇▇▇ ▇nd regulations of such exchange so require, a transfer or other agent appointed pursuant to Section 3.02(b) shall be authorized on behalf of the Trustee to execute and deliver such certificate of authentication.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Bonds shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officersa Manager. The signature of any such Authorized Officer Manager on the Notes Bonds may be manual or facsimile. (c) Notes . Bonds bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Managers shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Bonds. The Trustee hereby appoints Deutsche Bank Trust Company Americas as authenticating agent to authenticate the Bonds whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. The Trustee shall not be liable for any act or did not hold such office at the date of such Notes. (d) The Indenture Trustee, in exchange for the Grant any failure of the Issuing Entity Collateral, shall cause authenticating agent to perform any duty either required herein or authorized herein to be authenticated performed by such person in accordance with this Indenture. At any time and delivered from time to or upon time after the order execution and delivery of this Indenture, the Issuer may deliver Bonds executed on behalf of the Issuing Entity (Issuer to the Trustee pursuant to an “Authentication Order”) Notes Issuer Order for original issue authentication; and the Trustee shall authenticate and deliver such Bonds as in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreementthis Indenture provided and not otherwise. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (e) No Note Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Bond a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon any Note Bond shall be conclusive evidence, and the only evidence, that such Note ▇▇▇▇ has been duly authenticated and delivered hereunder. If and for so long as the Bonds are listed on the Luxembourg Stock Exchange and the rules and regulations of such exchange so require, a transfer or other agent appointed pursuant to Section 3.02 shall be authorized on behalf of the Trustee to execute and deliver such certificate of authentication.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) . Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (d) . The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, Trustee shall cause to be authenticated upon Issuer Request authenticate and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) deliver Term Notes for original issue in the an aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate initial principal amount of all $278,847,000 and Variable Funding Notes (other than for original issue in an aggregate initial principal amount of $0. The Security Balance of the Class XS Notes) outstanding at any time Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Class I Notes, and the Class A-II Notes shall be issuable in the minimum initial Security Balances of $100,000 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 set forth in Part IV equal to Appendix A the Additional Balance Differential for the Collection Period related to the Payment Date following the date of the Receivables Purchase Agreement, except as provided in issuance of such Variable Funding Note pursuant to Section 2.5. (e) 4.01(b). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A Subject to the Receivables Purchase Agreement. subsection (b) The Notes below, the Securities shall be executed on behalf of the Issuing Entity Company by any of an Officer and attested by its Authorized OfficersSecretary or Assistant Secretary. The signature of any such Authorized Officer of these officers on the Notes Securities may be manual or facsimile. (c) Notes . Securities bearing the manual or facsimile signature signatures of individuals who were at any time Authorized the proper Officers of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Securities or did not hold such office offices at the date of such Notes. (d) The Indenture TrusteeSecurities. At the time of and from time to time after the execution and delivery of this Indenture, in exchange the Company will deliver definitive or certificated forms of Securities, if any, executed by the Company to the Trustee for authentication, together with a direction from the Company for the Grant authentication and delivery of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreementsuch Securities. The aggregate principal amount Trustee in accordance with such direction from the Company shall authenticate and deliver such Securities as in this Indenture provided and not otherwise. Securities issued hereunder shall be dated as of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (e) their Issue Date. No Note Security 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 Security an authentication substantially in the form set forth in Exhibits A and B, as applicable, executed by or on behalf of the Indenture Trustee by the manual signature of one of its Authorized Officers; signature, and such certificate authentication upon any Note Security shall be conclusive evidence, and the only evidence, that such Note Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. (b) Notwithstanding the preceding subsection (a) of this Section, in connection with the issuance of each Security in book-entry form pursuant to Section 2.13, each Security shall be deemed to be executed and attested to by the Company and authenticated and delivered by the Trustee, in the same manner as provided in the preceding subsection (a), upon the delivery by the Company (or the Company’s duly authorized Agent) to the Holder of such Security of a Written Confirmation, with a copy of such Written Confirmation delivered to the Trustee, and the establishment by the Registrar of an Account for such Security in the name of the Holder pursuant to Section 2.13 hereof.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) facsimile signature by the Issuer. Notes bearing the manual or facsimile signature signatures of individuals who were at any time Authorized Officers authorized to sign on behalf of the Issuing Entity Issuer shall bind be entitled to all benefits under this Indenture, subject to the Issuing Entityfollowing sentence, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (d) The Indenture Trustee. No Note shall be entitled to any benefit under this Indenture, or be valid for any purpose, however, unless there appears on such Note a certificate of authentication substantially in exchange the form provided for herein executed at the Grant direction of the Issuing Entity CollateralIssuer by the Indenture Trustee by manual signature, and such certificate of authentication upon any Note shall cause to be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered to or hereunder. All Notes shall be dated the date of their authentication. The Indenture Trustee shall upon Issuer Request authenticate and deliver the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in an aggregate initial principal amount equal to the aggregate principal amounts set forth in Part IV to Appendix A Initial Note Amount. Each of the Receivables Purchase AgreementNotes shall be dated the date of its authentication. The aggregate principal amount Class A Notes shall be issued in minimum Denominations of all Notes (other than $100,000 and in integral multiples of $1 in excess thereof; the Class XS Notes) outstanding at any time may not exceed the amount set forth M Notes shall be issued in Part IV to Appendix A minimum Denominations of the Receivables Purchase Agreement, except as provided $250,000 and in Section 2.5. (e) integral multiples of $1 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Debentures shall be executed on behalf of the Issuing Entity Company by any its Chairman of the Board of Directors, its President or one of its Authorized OfficersVice Presidents under its corporate seal, which may be in facsimile form and may be imprinted or otherwise reproduced thereon and attested by its Secretary or its Assistant Secretary. The signature of any such Authorized Officer of these officers on the Notes Debentures may be manual or facsimile. (c) Notes . Debentures bearing the manual or facsimile signature signatures of individuals who were at any time Authorized Officers the proper officers of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Debentures or did not hold such office offices at the date of such Notes. (d) The Debentures. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Debentures executed by the Company to the Trustee for authentication, together with a Company Order of the authentication and delivery of such Debentures; and the Trustee shall authenticate and deliver such Debentures as in this Indenture Trusteeprovided and not otherwise. All Debentures shall be dated the date of their authentication. Notwithstanding the foregoing, if the Debentures are to be issued in whole or in part in global form, then the Company shall execute and the Trustee shall, in exchange accordance with this Section and the Company Order with respect to such Debentures, authenticate and make available for delivery one or more Global Debentures that (i) shall represent and shall be denominated in an amount equal to the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes the Outstanding Debentures, (other than ii) shall be registered in the Class XS Notesname of the Depositary for such Debentures or the nominee of such Depositary, (iii) outstanding at any time shall be delivered by the Trustee to such Depositary or pursuant to such Depositary's instruction and (iv) shall bear a legend substantially to the following effect: "Unless and until it is exchanged in whole or in part for Debentures in certificated form, this Debenture may not exceed be transferred except as a whole by the amount set forth in Part IV Depositary to Appendix A a nominee of the Receivables Purchase AgreementDepositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 Water Street, except New York, New York) ("DTC"), to the issuer or its agen▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as provided in Section 2.5. may be requested by an authorized representative of DTC (e) and any payment is made to Cede & Co. or such other entity as may be requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein" or to such other effect as the Depositary and the Trustee may agree. Each Depositary for a Global Debenture must, at the time of its designation and at all times while it serves as Depositary, be a clearing agency registered under the Securities Exchange Act of 1934 and any other applicable statute or regulation. The Trustee shall have no responsibility to determine if the Depositary is so registered. No Note Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Debenture a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized OfficersTrustee; and such certificate upon any Note Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A Subject to the Receivables Purchase Agreement. subsection (b) The Notes below, the Securities shall be executed on behalf of the Issuing Entity Company by any of an Officer and attested by its Authorized OfficersSecretary or Assistant Secretary. The signature of any such Authorized Officer of these officers on the Notes Securities may be manual or facsimile. (c) Notes . Securities bearing the manual or facsimile signature signatures of individuals who were at any time Authorized the proper Officers of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Securities or did not hold such office offices at the date of such Notes. (d) The Indenture TrusteeSecurities. At the time of and from time to time after the execution and delivery of this Indenture, in exchange the Company will deliver definitive or certificated forms of Securities, if any, executed by the Company to the Trustee for authentication, together with a direction from the Company for the Grant authentication and delivery of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreementsuch Securities. The aggregate principal amount of all Notes (other than Trustee in accordance with such direction from the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except Company shall authenticate and deliver such Securities as provided in Section 2.5. (e) this Indenture and not otherwise. Securities issued hereunder shall be dated as of their Issue Date. No Note Security 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 Security an authentication substantially in the form set forth in Exhibits A and B, as applicable, executed by or on behalf of the Indenture Trustee by the manual signature of one of its Authorized Officers; signature, and such certificate authentication upon any Note Security shall be conclusive evidence, and the only evidence, that such Note Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of the Indenture. (b) Notwithstanding the preceding subsection (a) of this Section, in connection with the issuance of each Security in book-entry form pursuant to Section 2.13, each Security shall be deemed to be executed and attested to by the Company and authenticated and delivered by the Trustee, in the same manner as provided in the preceding subsection (a), upon the delivery by the Company (or the Company’s duly authorized Agent) to the Holder of such Security of a Written Confirmation, with a copy of such Written Confirmation delivered to the Trustee, and the establishment by the Registrar of an Account for such Security in the name of the Holder pursuant to Section 2.13 hereof.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Debentures shall be executed on behalf of the Issuing Entity Company by any either of its Authorized Co-Chief Executive Officers, its Chief Financial Officer, its President or one of its Vice Presidents, its Treasurer or one of its Assistant Treasurers under its corporate seal imprinted or reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any such Authorized Officer on the Notes Debentures may be manual or facsimile. (cb) Notes Debentures bearing the manual or facsimile signature signatures of individuals who were at any time Authorized the proper Officers of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Debentures or did not hold such office offices at the date of such NotesDebentures. (d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (ec) No Note Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note Debenture a certificate Certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, Authentication duly executed by the Indenture Trustee by the manual signature of one a Responsible Officer, and such Certificate of its Authorized Officers; such certificate Authentication upon any Note Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture has been duly authenticated and delivered made available for delivery hereunder. (d) The Trustee shall authenticate and deliver Debentures of a series, for original issue, at one time or from time to time in accordance with the Company Order referred to below, upon receipt by the Trustee of: (i) a Board Resolution as required by Section 2.01; (ii) a Company Order requesting the authentication and delivery of such Debentures and stating the identity of the applicable Trust and the aggregate liquidation amount of the Trust Securities to be issued by such Trust concurrently with such Debentures; (iii) an Officers' Certificate or, unless previously delivered, a supplemental indenture hereto setting forth the form of such Debentures and, except as set forth in a Board Resolution, establishing the terms thereof;

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) . Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (d) . The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, Trustee shall cause to be authenticated upon Issuer Request authenticate and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) deliver Term Notes for original issue in the an aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate initial principal amount of all $201,014,000 and Variable Funding Notes (other than for original issue in an aggregate initial principal amount of $0. The Security Balance of the Class XS Notes) outstanding at any time Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Class A Notes shall be issuable in the minimum initial Security Balances of $100,000 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 set forth in Part IV equal to Appendix A the Additional Balance Differential for the Collection Period related to the Payment Date following the date of the Receivables Purchase Agreement, except as provided in issuance of such Variable Funding Note pursuant to Section 2.5. (e) 4.01(b). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) . Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them shall have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (d) . The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, Trustee shall cause to be authenticated upon Issuer Request authenticate and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) deliver Offered Notes for original issue issuance in the aggregate principal amounts set forth in Part IV to Appendix A their Initial Class Note Balance or Notional Amount as of the Receivables Purchase AgreementCut-Off Date and Variable Funding Notes for original issuance in an aggregate initial principal amount of zero. The aggregate principal amount Variable Funding Balance may not exceed $5,000,000.00. Each Note shall be dated the date of all Notes (its authentication. The Notes, other than the Class XS IIA-IO Notes and the Non-Offered Subordinate Notes) outstanding at any time may not exceed , shall be issuable as registered Notes in minimum initial Note Balances of $1,000 and in integral multiples of $1 in excess thereof. The Class IIA-IO Notes and the Non-Offered Subordinate Notes shall be issuable as registered Notes in minimum percentage interests of 5% and in integral multiples of 5% in excess thereof. Each Variable Funding Note shall be initially issued with a Variable Funding Balance of $0 or, if applicable, with a Variable Funding Balance in an amount set forth in Part IV equal to Appendix A the sum of the Receivables Purchase Agreement, except as provided in Additional Balance Differential for the Collection Period relating to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 2.5. (e) 4.01. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth of $1,000 and in Part IV integral multiples thereof (except, if applicable, for one Note representing a residual portion of Appendix A to the Receivables Purchase Agreementeach class which may be issued in a different denomination). (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. (d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity CollateralReceivables and the other components of the Trust, simultaneously with the Grant to the Indenture Trustee of the Receivables, and the constructive delivery to the Indenture Trustee of the Receivables Files and the other components and assets of the Trust, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Issuer, Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A amount of the Receivables Purchase Agreement$[o], comprised of [List Notes Classes and Corresponding initial aggregate principal amounts]. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement$[o], except as provided in Section 2.5. (e) No Note Notes 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 set forth in Exhibits A and B, as applicableExhibit C, executed by the Indenture Trustee by the manual signature of one of its Authorized 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. (a) Each One Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (i) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be dated valid nevertheless. (ii) A Note shall not be valid until an authorized signatory of the Trustee or an authenticating agent manually signs the certificate of authentication on the Note upon Company Order. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Such Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of its authentication Notes is to be authenticated. (iii) The Trustee or an authenticating agent shall authenticate and shall be issuable deliver initially Initial Notes on the Issue Date in an aggregate principal amount of U.S. $600,000,000 and any Additional Notes for original issue from time to time after the Issue Date in such principal amounts as a registered Note in the minimum denomination set forth in Part IV Section 2.14, in each case upon a Company Order. (iv) The Company may from time to time, without the consent of Appendix A the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series for non-U.S. federal income tax purposes with the previously outstanding Notes. Unless the context otherwise requires, for all purposes of this Indenture and the form of Note attached hereto, references to the Receivables Purchase AgreementNotes include any Additional Notes actually issued. (v) The Notes shall be issued in fully registered form without coupons attached in minimum denominations of U.S. $200,000 and integral multiples of U.S. $1,000 in excess thereof (each, an “Authorized Denomination”). (b) The Notes shall be executed on behalf Trustee may appoint an authenticating agent, with a copy of such appointment to the Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on Company, to authenticate the Notes (the “Authenticating Agent”). Unless limited by the terms of such appointment, an Authenticating Agent may be manual authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by an Authenticating Agent. An Authenticating Agent has the same rights as the Registrar or facsimileany Transfer Agent or Paying Agent or agent for service of notices and demands. (ci) Notes bearing Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the manual corporate trust business (and this transaction in particular) of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or facsimile signature filing of individuals who were any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (ii) Any Authenticating Agent may at any time Authorized Officers resign by giving written notice of the Issuing Entity shall bind the Issuing Entity, notwithstanding that such individuals or any of them have ceased to hold such office prior resignation to the authentication Trustee and delivery the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Company. Upon receiving such notice of resignation or upon such a termination, the Trustee may appoint a successor Authenticating Agent reasonably acceptable to the Company and shall give written notice of such Notes or did not hold such office at appointment to the date of such NotesCompany. (diii) The Indenture Trustee, in exchange Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for the Grant of the Issuing Entity Collateral, shall cause to be authenticated its services and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes reimbursement for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5its reasonable expenses relating thereto. (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 set forth in Exhibits A and B, as applicable, executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes --------------------------------------- Debentures shall be executed on behalf of the Issuing Entity Company by any its Chairman, its President or one of its Authorized OfficersVice Presidents, under its corporate seal imprinted or reproduced thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any such Authorized Officer on the Notes Debentures may be manual or facsimile. (cb) Notes Debentures bearing the manual or facsimile signature signatures of individuals who were at any time Authorized the proper Officers of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Debentures or did not hold such office offices at the date of such NotesDebentures. (d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (ec) No Note Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note Debenture a certificate Certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, Authentication duly executed by the Indenture Trustee by the manual signature of one an authorized signatory, and such Certificate of its Authorized Officers; such certificate Authentication upon any Note Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture has been duly authenticated and delivered made available for delivery hereunder. (d) The Trustee shall authenticate and deliver the Debentures, for original issue, at one time or from time to time in accordance with the Company Order referred to below, upon receipt by the Trustee of: (1) a Board Resolution approving the form or forms and terms of such Debentures; (2) a Company Order requesting the authentication and delivery of such Debentures and stating the identity of the Trust and the aggregate liquidation amount of the Trust Securities to be issued concurrently with such Debentures; (3) unless previously delivered, this Indenture setting forth the form of such Debentures and establishing the terms thereof; (4) the Debentures, executed on behalf of the Company in accordance with Section 2.04(a) hereof; (5) an Opinion of Counsel to the effect that: (i) the form or forms of such Debentures have been duly authorized by the Company and have been established in conformity with the provisions of this Indenture; and (ii) such Debentures, when authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will have been duly issued under this Indenture and will constitute valid and legally binding obligations of the Company, entitled to the benefits provided by this Indenture, and enforceable in accordance with their terms, subject, as to enforcement to laws relating to or affecting generally the enforcement of creditors' rights, including, without limitation, bankruptcy and insolvency laws and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (iii) that this Indenture has been duly authorized, executed and delivered by the Company and is a valid instrument legally binding upon the Company, enforceable in accordance with its terms, subject as to enforcement to laws relating to or affecting creditors' rights, including, without limitation, bankruptcy and insolvency laws and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (iv) that all consents, approvals and orders of any commission, governmental authority or agency required in connection with the issuance and delivery of such Debentures have been obtained. (e) an Officer's Certificate certifying that no Default or Event of Default has occurred and is continuing. (f) The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent. An authenticating agent may authenticate Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. The Trustee shall pay any authenticating agent appointed by the Trustee reasonable compensation for its services and the Trustee shall be reimbursed for such payment by the Company pursuant to Section 7.07 hereof. The provisions set forth in Section 7.02, Section 7.03, Section 7.04 and Section 7.07 hereof shall be applicable to any authenticating agent.

Execution, Authentication and Delivery. (a) Each One Officer of the Company shall sign the Notes for the Company by manual or facsimile signature. (i) If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be dated valid nevertheless. (ii) A Note shall not be valid until an authorized signatory of the Trustee or an authenticating agent manually or electronically signs the certificate of authentication on the Note upon Company Order. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Such Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of its authentication Notes is to be authenticated. The Trustee shall have the right to decline to authenticate and make available for delivery any Notes under this Section if the Trustee, being advised by counsel to the Trustee, determines that such action would expose the Trustee to personal liability in a manner not reasonably acceptable to the Trustee. (iii) The Trustee or an authenticating agent shall be issuable authenticate and deliver initially Initial Notes on the Issue Date in an aggregate principal amount of U.S. $300,000,000 and any Additional Notes for original issue from time to time after the Issue Date in such principal amounts as a registered Note in the minimum denomination set forth in Part IV Section 2.14, in each case upon a Company Order. (iv) The Company may from time to time, without notice to, and without the consent of, the Holders of Appendix A the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon, provided that, at the time of such issuance, no Event of Default has occurred and is continuing under this Indenture with respect to the Receivables Purchase AgreementNotes. Additional Notes issued in this manner shall be consolidated with and shall form a single class for non-U.S. federal income tax purposes with the previously outstanding Notes. Unless the context otherwise requires, for all purposes of this Indenture and the form of Note attached hereto, references to the Notes include any Additional Notes actually issued. (v) The Notes shall be issued in fully registered form without coupons attached in minimum denominations of U.S. $200,000 and integral multiples of U.S. $1,000 in excess thereof (each, an “Authorized Denomination”). (b) The Notes shall be executed on behalf Trustee may appoint an authenticating agent, with a copy of such appointment to the Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on Company, to authenticate the Notes (the “Authenticating Agent”). Unless limited by the terms of such appointment, an Authenticating Agent may be manual authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by an Authenticating Agent. An Authenticating Agent has the same rights as the Registrar or facsimileany Transfer Agent or Paying Agent or agent for service of notices and demands. (ci) Notes bearing Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to the manual corporate trust business (and this transaction in particular) of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or facsimile signature filing of individuals who were any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation. (ii) Any Authenticating Agent may at any time Authorized Officers resign by giving written notice of the Issuing Entity shall bind the Issuing Entity, notwithstanding that such individuals or any of them have ceased to hold such office prior resignation to the authentication Trustee and delivery the Company. The Trustee may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and the Company. Upon receiving such notice of resignation or upon such a termination, the Trustee may appoint a successor Authenticating Agent reasonably acceptable to the Company and shall give written notice of such Notes or did not hold such office at appointment to the date of such NotesCompany. (diii) The Indenture Trustee, in exchange Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for the Grant of the Issuing Entity Collateral, shall cause to be authenticated its services and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes reimbursement for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5its reasonable expenses relating thereto. (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 set forth in Exhibits A and B, as applicable, executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; such certificate upon 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) Each Note shall be dated the date of its authentication authentication, and shall be issuable as a registered Note in the minimum denomination set forth of $1,000 and in Part IV integral multiples thereof (except for one Note which may be issued in a denomination other than an integral multiple of Appendix A to the Receivables Purchase Agreement$1,000). (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer at the time such signatures were affixed shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. (d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity CollateralContracts and the other components of the Trust, and simultaneously with the constructive delivery to the Indenture Trustee of the Contract Files with respect to the Initial Contracts and the other components and assets of the Trust, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Issuer, the Class A Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A amount of the Receivables Purchase Agreement$___________. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, $___________ except as provided in Section 2.5. (e) No Note Notes 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 set forth in Exhibits A and B, as applicableExhibit A, executed by the Indenture Trustee by the manual signature of one of its Authorized 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. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) . Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (d) . The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, Trustee shall cause to be authenticated upon Issuer Request authenticate and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) deliver Term Notes for original issue in the an aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate initial principal amount of all $577,462,500 and Variable Funding Notes (other than for original issue in an aggregate initial principal amount of $0. The Security Balance of the Class XS Notes) outstanding at any time Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Class I Notes, and the Class A-II Notes shall be issuable in the minimum initial Security Balances of $100,000 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 set forth in Part IV equal to Appendix A the Additional Balance Differential for the Collection Period related to the Payment Date following the date of the Receivables Purchase Agreement, except as provided in issuance of such Variable Funding Note pursuant to Section 2.5. (e) 4.01(b). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) . Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (d) . The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, Trustee shall cause to be authenticated upon Issuer Request authenticate and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) deliver Term Notes for original issue in the an aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate initial principal amount of all $[ ] and Variable Funding Notes (other than for original issue in an aggregate initial principal amount of $0. The Security Balance of the Class XS Notes) outstanding at any time Variable Funding Notes in the aggregate may not exceed the Maximum Variable Funding Balance. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes and the Class I Notes, 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. Each Variable Funding Note shall be initially issued with a Security Balance of $0 or, if applicable, with a Security Balance in the amount set forth in Part IV equal to Appendix A the Additional Balance Differential for the Collection Period related to the Payment Date following the date of the Receivables Purchase Agreement, except as provided in issuance of such Variable Funding Note pursuant to Section 2.5. (e) 4.01(b). No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Debentures shall be executed on behalf of the Issuing Entity Company by any either of its Authorized Co-Chief Executive Officers, its Chief Financial Officer, its President or one of its Vice Presidents. The signature of any such Authorized Officer on the Notes Debentures may be manual or facsimile. (cb) Notes Debentures bearing the manual or facsimile signature of individuals an individual who were was at any time Authorized Officers a proper Officer of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that any such individuals or any of them individual shall have ceased to hold such office prior to the authentication and delivery of such Notes Debentures or did not hold such office at the date of such NotesDebentures. (d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (ec) No Note Debenture shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note Debenture a certificate Certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, Authentication duly executed by the Indenture Trustee by the manual signature of one a Responsible Officer, and such Certificate of its Authorized Officers; such certificate Authentication upon any Note Debenture shall be conclusive evidence, and the only evidence, that such Note Debenture has been duly authenticated and delivered made available for delivery hereunder. (d) The Trustee shall authenticate and deliver Debentures of a series, for original issue, at one time or from time to time in accordance with the Company Order referred to below, upon receipt by the Trustee of: (i) a Board Resolution as required by Section 2.01; (ii) a Company Order requesting the authentication and delivery of such Debentures and stating the identity of the applicable Trust and the aggregate liquidation amount of the Trust Securities to be issued by such Trust concurrently with such Debentures; (iii) an Officer's Certificate or, unless previously delivered, a supplemental indenture hereto setting forth the form of such Debentures and, except as set forth in a Board Resolution, establishing the terms thereof; (iv) such Debentures, executed on behalf of the Company in accordance with clause (a) of this Section; (v) an Opinion of Counsel to the effect that: (1) the form or forms of such Debentures have been duly authorized by the Company and have been established in conformity with the provisions of this Indenture; (2) such Debentures, when authenticated and delivered by the Trustee and issued and delivered by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will have been duly issued under this Indenture and will constitute valid and legally binding obligations of the Company, entitled to the benefits provided by this Indenture, and enforceable in accordance with their terms, subject, as to enforcement to laws relating to or affecting generally the enforcement of creditors' rights, including, without limitation, bankruptcy and insolvency laws and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (3) that any supplemental indenture referred to in clause (iii) above has been duly authorized, executed and delivered by the Company and is a valid instrument legally binding upon the Company, enforceable in accordance with its terms, subject as to enforcement to laws relating to or affecting creditors' rights, including without limitation, bankruptcy and insolvency laws and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (4) that all consents, approvals and orders of any commission, governmental authority or agency required in connection with the issuance and delivery of such Debentures have been obtained; and (vi) an Officer's Certificate certifying that no Default or Event of Default has occurred and is continuing. (e) The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent. Each authenticating agent shall be acceptable to the Company and, except as provided in or pursuant to this Indenture, shall at all times be a corporation that would be permitted by the TIA to act as trustee under an indenture qualified under the TIA, is authorized under applicable law and by its charter to act as an authenticating agent and has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the TIA) of at least $50,000,000. If at any time an authenticating agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section. An authenticating agent may authenticate Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by an authenticating agent. The Trustee shall pay any authenticating agent appointed by the Trustee reasonable compensation for its services and the Trustee shall be reimbursed for such payment by the Company pursuant to Section 7.06. The provisions set forth in Sections 7.02, 7.03 and 7.06 shall be applicable to any authenticating agent. (f) If all the Debentures of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officer's Certificate at the time of issuance of each Debenture, but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Debenture of such series. After any such first delivery, any separate request by the Company that the Trustee authenticate Debentures of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Debentures continue to have been complied with.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) . Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (d) . The Indenture Trustee, in exchange for the Grant Trustee shall upon receipt of the Issuing Entity Collateral, shall cause to be authenticated an Issuer Order authenticate and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) deliver Class A Notes for original issue in an aggregate amount equal to the Initial Class A Principal Balance, Class B Notes for original issue in an aggregate principal amounts set forth amount equal to the Initial Class B Principal Balance, Class C Notes for original issue in Part IV an aggregate amount equal to Appendix A 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 the Receivables Purchase Agreementits authentication. The aggregate principal amount Notes shall be issuable as registered Notes in the minimum initial denominations of all Notes (other than the $500,000 and in integral multiples of $1,000 in excess thereof; provided, however, that one Note of each Class XS Notes) outstanding at any time may not exceed the amount set forth be issued in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (e) a different denomination. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A Subject to the Receivables Purchase Agreement. subsection (b) The Notes below, the Securities shall be executed on behalf of the Issuing Entity Company by any of an Officer and attested by its Authorized OfficersSecretary or Assistant Secretary. The signature of any such Authorized Officer of these officers on the Notes Securities may be manual or facsimile. (c) Notes . Securities bearing the manual or facsimile signature signatures of individuals who were at any time Authorized the proper Officers of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes Securities or did not hold such office offices at the date of such Notes. (d) The Indenture TrusteeSecurities. At the time of and from time to time after the execution and delivery of this Indenture, in exchange the Company will deliver definitive or certificated forms of Securities, if any, executed by the Company to the Trustee for authentication, together with a written direction from the Company for the Grant authentication and delivery of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreementsuch Securities. The aggregate principal amount Trustee in accordance with such direction from the Company shall authenticate and deliver such Securities as in this Indenture provided and not otherwise. Securities issued hereunder shall be dated as of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (e) their Issue Date. No Note Security 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 Security an authentication substantially in the form set forth in Exhibits A and B, as applicable, executed by or on behalf of the Indenture Trustee by the manual signature of one of its Authorized Officers; signature, and such certificate authentication upon any Note Security shall be conclusive evidence, and the only evidence, that such Note Security has been duly authenticated and delivered hereunderhereunder and is entitled to the benefits of this Indenture. (b) Notwithstanding the preceding subsection (a) of this Section, in connection with the issuance of each Security in book-entry form pursuant to Section 2.13, each Security shall be deemed to be executed and attested to by the Company and authenticated and delivered by the Trustee, in the same manner as provided in the preceding subsection (a), upon the delivery by the Company (or the Company’s duly authorized Agent) to the Holder of such Security of a Written Confirmation, with a copy of such Written Confirmation delivered to the Trustee, and the establishment by the Registrar of an Account for such Security in the name of the Holder pursuant to Section 2.13 hereof.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Series B Notes shall be executed on behalf of the Issuing Entity Company by any its Chairman of the Board, its Authorized OfficersVice Chairman, its President or a Vice President, under its corporate seal reproduced thereon attested to by its Secretary or an Assistant Secretary. The signature of any such Authorized Officer of these officers on the Series B Notes may be manual or facsimile. (c) . Series B Notes bearing the manual or facsimile signature signatures of individuals who were at any time Authorized Officers the proper officers of the Issuing Entity Company shall bind the Issuing EntityCompany, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Series B Notes or did not hold such office offices at the date of such Series B Notes. (d) The Indenture Trustee. At any time and from time to time after the execution and delivery of this Indenture, in exchange the Company may deliver Series B Notes executed by the Company to the Trustee for authentication, together with a Company Order for the Grant authentication and delivery of such Series B Notes; and the Trustee in accordance with such Company Order shall authenticate and deliver such Series B Notes as in this Indenture provided and not otherwise. In the case of a Company Order relating to the issuance of Additional Series B Notes, such Company Order shall also demonstrate the computation of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Additional Series B Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV issuable to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (e) each Holder. No Series B Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Series B Note a certificate of authentication substantially in the form set forth in Exhibits A and Bprovided for on Exhibit A, as applicable, manually executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; Trustee, and such certificate upon any Series B Note shall be conclusive evidence, and the only evidence, that such Series B Note has been duly authenticated and delivered hereunder.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Certificates shall be executed on behalf of the Issuing Entity Trust by any a Responsible Officer of its Authorized Officersthe Trustee. The signature of any such Authorized Officer on the Notes of these officers may be manual or facsimile. (c) Notes in facsimile form. Certificates bearing the manual or facsimile signature of individuals who were at any time Authorized Officers the proper officers of the Issuing Entity Trustee shall bind the Issuing Entitybe binding, notwithstanding the fact that such individuals or any of them may have ceased to hold such office offices prior to the authentication and delivery of such Notes Certificates or did not hold such office offices at the date of such NotesCertificates. (b) The Trustee shall not be required to authenticate any Certificates if the issuance of such Certificates pursuant to the Trust Agreement would adversely affect the Trustee's own rights, duties or immunities under the Trust Agreement. (c) Each Certificate shall be dated as of the date of its authentication. (d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (e) No Note Certificate shall be entitled to any benefit under this Indenture the Trust Agreement or be valid or obligatory for any purpose purpose, unless there appears on such Note Certificate a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicableExhibit B hereto, executed manually by the Indenture Trustee by the manual signature of one of its Authorized Officers; such the Responsible Officers of the Trustee, except as provided otherwise in Section 5.11(e). Such certificate upon any Note of authentication shall be conclusive evidence, and the only evidence, that such Note Certificate has been duly authenticated and delivered hereunderunder the Trust Agreement and is entitled to the benefits of the Trust Agreement. Notwithstanding the foregoing, if any Certificate has been authenticated and delivered hereunder but never issued and sold by or on behalf of the Trust, and such Certificate is delivered by or on behalf of the Trust to the Trustee for cancellation pursuant to Section 5.08, for all purposes of the Trust Agreement such Certificate shall be deemed never to have been authenticated and delivered and shall never be entitled to the benefits of the Trust Agreement.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes Securitiza tion Bonds shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officersa Manager. The signature of any such Authorized Officer Manager on the Notes Securitization Bonds may be manual or facsimile. (cb) Notes Securitization Bonds bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Managers shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them have ceased to hold such office offices prior to the authentication and delivery of such Notes or did Securitization Bonds. (c) At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securitization Bonds executed on behalf of the Issuer to the Trustee pursuant to an Issuer Order for authentication; and the Trustee shall authenticate and deliver such Securitization Bond as in this Indenture provided and not hold such office at the date of such Notesotherwise. (d) The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) Notes for original issue in the aggregate principal amounts set forth in Part IV to Appendix A of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Purchase Agreement, except as provided in Section 2.5. (e) No Note Securitization Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note Securitization Bond a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon any Note Securitization Bond shall be conclusive evidence, and the only evidence, that such Note Securiti zation Bond has been duly authenticated and delivered hereunder. (e) To the extent any of the Securitization Bonds are listed on the Luxem bourg Stock Exchange and the ru▇▇▇ ▇nd regulations of such exchange so require, a transfer or other agent appointed pursuant to Section 3.02(b) shall be authorized on behalf of the Trustee to execute and deliver such certificate of authentication.

Execution, Authentication and Delivery. (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed by manual or facsimile signature on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such an Authorized Officer on of the Notes may be manual or facsimile. (c) Issuer. Notes bearing the manual or facsimile signature of individuals an individual who were was, at any the time Authorized Officers when such signature was affixed, authorized to sign on behalf of the Issuing Entity Issuer shall bind the Issuing Entitynot be rendered invalid, notwithstanding the fact that such individuals or any of them have individual ceased to hold such office be so authorized prior to the authentication and delivery of such Notes or did does not hold such office at the date of issuance of such Notes. . On the Closing Date, the Indenture Trustee shall, upon Issuer Order (d) The Indenture Trustee, in exchange for which the Grant Issuer shall deliver upon satisfaction of the Issuing Entity Collateral, shall cause to be authenticated and delivered to or upon the order conditions set forth in Section 7.01 of the Issuing Entity (an “Authentication Order”) Note Purchase Agreement), authenticate and deliver Series A Notes for original issue in for up to the aggregate principal amounts set forth in Part IV Series A Maximum Principal Amount. Subject to Appendix A the terms of the Receivables Purchase Agreement. The aggregate principal amount of all Notes (other than Indenture and the Class XS Notes) outstanding at any time may not exceed the amount set forth in Part IV to Appendix A of the Receivables Note Purchase Agreement, except the Issuer may borrow, repay or prepay and reborrow Series A Advances from time to time. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication and delivery, and the Indenture Trustee, upon Issuer Order, shall authenticate and deliver such Notes as provided in Section 2.5. (e) this Indenture and not otherwise. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication authentication, substantially in the form set forth in Exhibits A and B, as applicableprovided for herein, executed by or on behalf of the Indenture Trustee by the manual signature of one of its Authorized Officers; a duly authorized signatory, and such certificate upon 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) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination set forth in Part IV of Appendix A to the Receivables Purchase Agreement. (b) The Notes shall be executed on behalf of the Issuing Entity Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. (c) . Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity Issuer shall bind the Issuing EntityIssuer, notwithstanding that such individuals or any of them shall have ceased to hold such office offices prior to the authentication and delivery of such Notes or did not hold such office offices at the date of such Notes. (d) . The Indenture Trustee, in exchange for the Grant of the Issuing Entity Collateral, Trustee shall cause to be authenticated upon Issuer Request authenticate and delivered to or upon the order of the Issuing Entity (an “Authentication Order”) deliver Offered Notes for original issue issuance in the aggregate principal amounts set forth in Part IV to Appendix A their Initial Class Note Balance or Notional Amount as of the Receivables Purchase Agreement. The Cut-Off Date and Variable Funding Notes for original issuance in an aggregate initial principal amount of all Notes zero. Notwithstanding the foregoing, (i) at any time the Variable Funding Balance may not exceed the Maximum Variable Funding Balance, and (ii) the Variable Funding Balance may not increase more than $[100,000] in any month unless the Indenture Trustee receives an Opinion of Counsel to the effect that such increase will not have any material adverse tax consequences to the Trust. Each Note shall be dated the date of its authentication. The Notes, other than the Class XS [A-IO] Notes) outstanding at any time may not exceed , shall be issuable as registered Notes in minimum initial Note Balances of $1,000 and in integral multiples of $1 in excess thereof. The Class [A-IO] Notes shall be issuable as registered Notes in minimum percentage interests of 5% and in integral multiples of 5% in excess thereof. Each Variable Funding Note shall be initially issued with a Variable Funding Balance of $0 or, if applicable, with a Variable Funding Balance in an amount equal to the amount set forth in Part IV to Appendix A sum of the Receivables Purchase Agreement, except as provided in Additional Balance Differential for the Collection Period relating to the Payment Date following the date of issuance of such Variable Funding Note pursuant to Section 2.5. (e) 4.01. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose purpose, unless there appears on such Note a certificate of authentication substantially in the form set forth in Exhibits A and B, as applicable, provided for herein executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.