Common use of Execution, Authentication, Delivery and Dating Clause in Contracts

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time an Authorized Officer of the Owner Trustee shall bind the Trust, notwithstanding that such individual has ceased to be an Authorized Officer of the Owner Trustee prior to the authentication and delivery of such Notes or was not an Authorized Officer of the Owner Trustee at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, executed by the Authenticating Agent by the manual signature of one of its Authorized Officers or employees, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Company by an Authorized Officer one of the Owner Trustee, acting at the direction of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimileits Officers. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee Company shall bind the TrustCompany, notwithstanding that such individual has ceased to be an Authorized Officer of the Owner Trustee hold such office prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust Company may deliver Notes executed on behalf of by the Trust Company to the Authenticating Agent Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes. The Company Order shall specify the Authenticating Agent amount of Notes to be authenticated, and shall further specify the amount of such Notes to be issued as one or more Global Notes or as one or more Physical Notes. The Trustee in accordance with such Company Order shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by an authorized signatory of the Authenticating Agent Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time an Authorized Officer of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has ceased to be an Authorized Officer of the Owner Trustee prior to the authentication and delivery of such Notes or was not an Authorized Officer of the Owner Trustee at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust Issuer may deliver Notes executed on behalf of the Trust Issuer to the Authenticating Agent for authentication, ; and the Authenticating Agent shall authenticate and deliver such Notes as provided in this Indenture provided and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent by the manual signature of one of its Authorized Officers authorized officers or employees, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Company by an Authorized Officer its Chairman of the Owner TrusteeBoard, acting at the direction its Chief Executive Officer, its Chief Financial Officer, its President, its Treasurer or one of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimileits Vice Presidents. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time an Authorized Officer the proper officers of the Owner Trustee Company shall bind the TrustCompany, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust Company may deliver Notes executed on behalf of by the Trust Company to the Authenticating Agent Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes. The Company Order shall specify the Authenticating Agent amount of Notes to be authenticated, and shall further specify the amount of such Notes to be issued as a Global Note or as Physical Notes. The Trustee in accordance with such Company Order shall authenticate and deliver such Notes as provided in this Indenture provided and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuing Entity by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time an Authorized Officer of the Owner Trustee shall bind the TrustIssuing Entity, notwithstanding that such individual has ceased to be an Authorized Officer of the Owner Trustee prior to the authentication and delivery of such Notes or was not an Authorized Officer of the Owner Trustee at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust Issuing Entity may deliver Notes executed on behalf of the Trust Issuing Entity to the Authenticating Agent for authentication, and the Authenticating Agent shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, executed by the Authenticating Agent by the manual signature of one of its Authorized Officers or employees, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Company by an Authorized Officer its Chairman of the Owner TrusteeBoard, acting at the direction its Chief Executive Officer, its Chief Financial Officer or its Treasurer, and attested by its Secretary or one of the Certificateholdersits Assistant Secretaries. The signature of such Authorized Officer any of the Owner Trustee these officers on the Notes may be manual or by facsimilefacsimile and shall not be required to be under the Company’s corporate seal. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time an Authorized Officer the proper officers of the Owner Trustee Company shall bind the TrustCompany, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Pursuant to time after the execution and delivery of this Indenturea Company Order, the Trust may deliver Trustee shall authenticate for original issue Notes executed on behalf in an aggregate principal amount specified in the Company Order. The Trustee shall be provided with an Officer’s Certificate and an Opinion of Counsel of the Trust Company that it may reasonably request in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to the Authenticating Agent for authentication, be authenticated and the Authenticating Agent shall authenticate and deliver such date on which the original issue of Notes as provided in this Indenture and not otherwiseis to be authenticated. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, the Base Indenture executed by the Authenticating Agent Trustee by the manual signature of one of its Authorized Officers or employeesfacsimile signature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at Trustee or the direction of the CertificateholdersAdministrator. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee or the Administrator shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.08 hereof, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent Indenture Trustee shall upon Issuer Order authenticate and deliver such the Notes. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the as of such Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under the Indenture shall be dated the date of their authentication. The Notes shall be issued in such denominations as may be agreed by the Issuer and the Initial Noteholder. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at Trustee or the direction of the CertificateholdersAdministrator. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee or the Administrator shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.08 hereof, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent Indenture Trustee shall upon Issuer Order authenticate and deliver the Notes for original issue in the following principal amount: $_____________. The aggregate principal of the Notes Outstanding at any time may not exceed such amount. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the Closing Date___________, 200_. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under the Indenture shall be dated the date of their authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $25,000 initial principal amount and integral multiples of $1,000 in excess thereof; provided however, that any Note may be issued in such denominations as may be necessary to represent the remainder of the aggregate principal amount of the Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an its Authorized Officer of the Owner Trustee, acting at the direction of the CertificateholdersOfficer. The signature of such Authorized Officer any of the Owner Trustee these officers on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer of the Owner Trustee Officers shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time The Notes which are authenticated and from time delivered by the Trustee to time after or upon the execution and delivery of this Indenture, the Trust may deliver Notes executed on behalf order of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Note authenticated Issuer on the Closing Date shall be dated the Closing Accrual Date. All other Notes that which are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authentication. The Notes may be authenticated by the Trustee either at the Corporate Trust Office or at the Trustee's office or agency in the Borough of Manhattan, City and State of New York. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, the related exhibit hereto executed by the Trustee or by any Authenticating Agent by the manual signature of one of its Authorized Officers authorized officers, employees or employeessignatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Company by an Authorized its Chief Executive Officer, its President, its Chief Financial Officer or any of the Owner Trustee, acting at the direction of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. its Vice Presidents. (b) Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time an Authorized Officer the proper officers of the Owner Trustee Company shall bind the TrustCompany, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At . (c) Subject to Section 3.01, at any time and from time to time after the execution and delivery of this Indenture, the Trust Company may deliver Notes executed on behalf of by the Trust Company to the Authenticating Agent Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes and an Officers’ Certificate and Opinion of Counsel as required by Section 1.02 of this Indenture. The Company Order shall specify the Authenticating Agent amount of Notes to be authenticated, and shall further specify the amount of such Notes to be issued as Global Notes or as Physical Notes. The Trustee in accordance with such Company Order shall authenticate and deliver such Notes as provided in this Indenture provided and not otherwise. . (d) Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. . (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, Exhibit F of this Indenture executed by the Authenticating Agent Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time an Authorized Officer of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has ceased to be an Authorized Officer of the Owner Trustee prior to the authentication and delivery of such Notes or was not an Authorized Officer of the Owner Trustee at the date of issuance of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust Issuer may deliver Notes executed on behalf of the Trust Issuer to the Authenticating Agent for authentication, ; and the Authenticating Agent shall authenticate and deliver such Notes as provided in this Indenture provided and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent by the manual signature of one of its Authorized Officers or employeesOfficers, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Secured Notes shall be executed on behalf of the Trust by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Secured Notes may be manual or by facsimile. Secured Notes bearing the manual or facsimile signature of an individual who was at any time an Authorized Officer of the Owner Trustee shall bind the Trust, notwithstanding that such individual has ceased to be an Authorized Officer of the Owner Trustee prior to the authentication and delivery of such Secured Notes or was not an Authorized Officer of the Owner Trustee at the date of such Secured Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust may deliver Secured Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent shall authenticate and deliver such Secured Notes as provided in this Indenture and not otherwise. Each Secured Note authenticated on the Closing Date shall be dated the Closing Date. All other Secured Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authentication. No Secured Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Secured Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, executed by the Authenticating Agent by the manual signature of one of its Authorized Officers or employees, and such certificate of authentication upon any Secured Note shall be conclusive evidence, and the only evidence, that such Secured Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes Bonds shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes Bonds may be manual or by facsimile. Notes Bonds bearing the manual or facsimile signature of an individual who was at any time an Authorized Officer of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has ceased to be an Authorized Officer of the Owner Trustee prior to the authentication and delivery of such Notes Bonds or was not an Authorized Officer of the Owner Trustee at the date of such NotesBonds. At any time and from time to time after the execution and delivery of this Indenture, the Trust Issuer may deliver Notes Bonds executed on behalf of the Trust Issuer to the Authenticating Agent for authentication, ; and the Authenticating Agent shall authenticate and deliver such Notes Bonds as provided in this Indenture provided and not otherwise. Each Note Bond authenticated on the Closing Date shall be dated the Closing Date. All other Notes Bonds that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authentication. No Note Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note Bond a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent by the manual signature of one of its Authorized Officers authorized officers or employees, and such certificate of authentication upon any Note Bond shall be conclusive evidence, and the only evidence, that such Note Bond has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at Trustee or the direction of the CertificateholdersAdministrator. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee or the Administrator shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.08 hereof, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent Indenture Trustee shall upon Issuer Order authenticate and deliver such the Notes. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the as of such Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under the Indenture shall be dated the date of their authentication. The Notes shall be issued in such denominations as may be agreed by the Issuer and the Noteholder Agent. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed signed on behalf of the Trust Company by an Authorized Officer its Chief Executive Officer, its Director General, its Chief Operating Officer, or its Chief Financial Officer, and by its Director of the Owner TrusteeAdministration, acting at the direction of the Certificateholdersits Treasurer or any other duly authorized officer. The signature of such Authorized Officer of the Owner Trustee on the Notes Such signatures may be manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Notes. Only such Notes as shall bear a certificate of authentication substantially in the form hereinbefore recited, manually executed by facsimilethe Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Note executed by the Company shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered hereunder. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time an Authorized Officer the proper officers of the Owner Trustee Company and the Guarantors shall bind the TrustCompany and the Guarantors, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust Company may deliver Notes executed on behalf of by the Trust Company and the Guarantors to the Authenticating Agent Trustee for authentication, and the Authenticating Agent . The Trustee shall thereupon authenticate and deliver such Notes to the Company or as provided in this Indenture and not otherwisedirected by a Company Order, without any further action by the Company or the Guarantors. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, executed by the Authenticating Agent by the manual signature of one of its Authorized Officers or employees, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at Trustee or the direction of the CertificateholdersAdministrator. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee or the Administrator shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.08 hereof, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent Indenture Trustee shall upon Issuer Order authenticate and deliver such the Notes. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the as of such Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under the Indenture shall be dated the date of their authentication. The Notes shall be issued in such denominations as may be agreed by the Issuer and the Noteholders. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Company (a) by an Authorized its Chief Executive Officer, its President, its Chief Financial Officer or any of its Vice Presidents and (b) by its Treasurer, any Assistant Treasurer, the Owner Trustee, acting at the direction Secretary or any of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimileits Vice Presidents. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time an Authorized Officer the proper officers of the Owner Trustee Company shall bind the TrustCompany, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust Company may deliver Notes executed on behalf of by the Trust Company to the Authenticating Agent Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes. The Company Order shall specify the Authenticating Agent amount of Notes to be authenticated, and shall further specify the amount of such Notes to be issued as a Global Notes or as Physical Notes. The Trustee in accordance with such Company Order shall authenticate and deliver such Notes as provided in this Indenture provided and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at Trustee or the direction of the CertificateholdersAdministrator. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee or the Administrator shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.08 hereof, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authenticationIndenture Trustee shall, and the Authenticating Agent shall upon Issuer Order, authenticate and deliver the Notes for original issue in the aggregate principal amounts with respect to each Class as specified below: The aggregate principal amounts of such Classes of Notes as provided in this outstanding at any time may not exceed such respective amounts. The Notes that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date as a result of transfer or exchange or for any other purpose hereunder under the Indenture shall be dated the date of their authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication (substantially in the form provided for in Section 2.02 hereof, the forms of Notes at Exhibit A) executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an its Authorized Officer of the Owner Trustee, acting at the direction of the CertificateholdersOfficer. The signature of such Authorized Officer any of the Owner Trustee these officers on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer of the Owner Trustee Officers shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time The Notes which are authenticated and from time delivered by the Indenture Trustee to time after or upon the execution and delivery of this Indenture, the Trust may deliver Notes executed on behalf order of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Note authenticated Issuer on the Closing Date shall be dated the Closing Date. All other Notes that which are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authentication. The Notes may be authenticated by the Indenture Trustee either at the Corporate Trust Office or at the Indenture Trustee's office or agency in the Borough of Manhattan, City and State of New York. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, the related exhibit hereto executed by the Indenture Trustee or by any Authenticating Agent by the manual signature of one of its Authorized Officers authorized officers, employees or employeessignatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust by an Authorized Officer each of the Owner Trustee, acting at the direction Obligors by any of the CertificateholdersAuthorized Officers of such Obligor. The signature of such Authorized Officer any of the Owner Trustee these officers on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any the time an Authorized Officer of execution of such Notes the proper officers of the Owner Trustee Obligors shall bind the TrustObligors, notwithstanding that such individual has ceased to be an Authorized Officer individuals or any of them do not hold such offices at the Owner Trustee prior to time of the authentication and delivery of such Notes or was not an Authorized Officer of the Owner Trustee at the date of such Notes. At any time and from time to time after the execution and delivery of this IndentureMaster Agreement and the related Series Supplement, and upon satisfaction of all the conditions set forth in the related Series Supplement, the Trust Obligors may deliver Notes executed on behalf of the Trust related Series (including Notes of any Class within such Series) executed by the Obligors to the Trustee or Authenticating Agent for authentication, together with an Obligors' Order for the authentication and delivery of such Notes and an Officer's Certificate that all conditions precedent for such issuance have been satisfied, and the Authenticating Agent Trustee in accordance with the Obligors' Order shall authenticate and deliver make available for delivery such Notes as provided in this Indenture and not otherwiseNotes. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. No Note shall be entitled to any benefit under this Indenture Master Agreement or any Series Supplement or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Trustee or the Authenticating Agent by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.duly

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.8, the Trust may deliver Notes executed on behalf Indenture Trustee shall upon receipt of the Trust to the Authenticating Agent for authenticationan Issuer Order, and the Authenticating Agent shall authenticate and deliver the Class A Notes for original issue in the principal amount equal to $[ ]. The aggregate principal amount of the Class A Notes outstanding at any time may not exceed such amount. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the Closing Date[ ]. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under the Indenture shall be dated the date of their authentication. The Class A Notes shall be issuable as registered Notes in the minimum denomination of $[25,000] and multiples of $[1,000] in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed by manual or facsimile signature on behalf of the Trust Company by an Authorized any one of its Chief Executive Officer, its President, its Chief Financial Officer or any of the Owner Trusteeits Vice Presidents, acting at the direction of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual its Treasurer, any Assistant Treasurer or by facsimileits Corporate Secretary. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time an Authorized Officer of the Owner Trustee Company shall bind the TrustCompany, notwithstanding that such individual has ceased to be an Authorized Officer of the Owner Trustee hold such office prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust Company may deliver Notes executed on behalf of by the Trust Company to the Authenticating Agent Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes. The Company Order shall specify the Authenticating Agent amount of Notes to be authenticated, and shall further specify the amount of such Notes to be issued as one or more Global Notes or as one or more Physical Notes. The Trustee in accordance with such Company Order shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by an authorized signatory of the Authenticating Agent Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time an Authorized Officer of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has ceased to be an Authorized Officer of the Owner Trustee prior to the authentication and delivery of such Notes or was not an Authorized Officer of the Owner Trustee at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust Issuer may deliver Notes executed on behalf of the Trust Issuer to the Authenticating Agent for authentication, and the Authenticating Agent shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, executed by the Authenticating Agent by the manual signature of one of its Authorized Officers or employees, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time an Authorized Officer of the Owner Trustee shall bind the Trust, notwithstanding that such individual has ceased to be an Authorized Officer of the Owner Trustee prior to the authentication and delivery of such Notes or was not an Authorized Officer of the Owner Trustee at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, executed by the Authenticating Agent by the manual signature of one of its Authorized Officers or employees, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Company by an Authorized any Officer of the Owner Trustee, acting at the direction Company (or any general partner of the CertificateholdersCompany or the ultimate general partner, sole or managing member of such general partner). The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time an Authorized Officer the proper Officers of the Owner Trustee Company or its general partner shall bind the TrustCompany, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust Company may deliver Notes executed on behalf of by the Trust Company to the Authenticating Agent Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Authenticating Agent Trustee in accordance with the Company Order shall authenticate and deliver such Notes as provided in this Indenture and not otherwiseNotes. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 213, 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, Delivery and Dating. The Notes Bonds shall be executed on behalf of the Trust by an Authorized Officer of the Owner Trustee, acting at the direction of the CertificateholdersIssuer. The signature of such Authorized Officer of the Owner Trustee officer on the Notes Bonds may be manual or by facsimile. Notes Bonds bearing the manual or facsimile signature of an individual who was at any time an Authorized Officer of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has ceased to be an Authorized Officer of the Owner Trustee hold such office prior to the authentication and delivery of such Notes Bonds or was did not an Authorized Officer of the Owner Trustee hold such office at the date of such NotesBonds. At any time and from time to time after the execution and delivery of this Indenture, the Trust Issuer may deliver Notes Bonds executed on behalf of the Trust Issuer to Trustee or the Authenticating Agent for authentication; and, and upon receipt of an Issuer Order, the Trustee or the Authenticating Agent shall authenticate and deliver such Notes Bonds as provided in this Indenture provided and not otherwise. Each Note Bond authenticated on the Closing Date shall be dated the Closing Date. All other Notes that Bonds which are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authentication. No Note Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note Bond a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Trustee or by any Authenticating Agent by the manual signature of one of its Authorized Officers authorized officers or employees, and such certificate of authentication upon any Note Bond shall be conclusive evidence, and the only evidence, that such Note B▇▇▇ has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at Trustee or the direction of the CertificateholdersAdministrator. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee or the Administrator shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.08 hereof, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authenticationIndenture Trustee shall, and the Authenticating Agent shall upon Issuer Order, authenticate and deliver such the Notes. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the as of such Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under the Indenture shall be dated the date of their authentication. The Notes shall be issued in such denominations as may be agreed by the Issuer and the Noteholder Agent. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at Trustee or the direction of the CertificateholdersAdministrator. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee or the Administrator shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.08 hereof, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent Indenture Trustee shall upon Issuer Order authenticate and deliver the Notes for original issue in the following principal amount: $415,545,505. The aggregate principal of the Notes Outstanding at any time may not exceed such amount. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the Closing DateMarch 23, 1999. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under the Indenture shall be dated the date of their authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $25,000 initial principal amount and integral multiples of $1,000 in excess thereof; provided however, that any Note may be issued in such denominations as may be necessary to represent the remainder of the aggregate principal amount of the Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Company by an Authorized Officer its Chairman of the Owner TrusteeBoard, acting at the direction its Chief Executive Officer, its Chief Financial Officer or its Treasurer, and attested by its Secretary or one of the Certificateholdersits Assistant Secretaries. The signature of such Authorized Officer any of the Owner Trustee these officers on the Notes may be manual or by facsimilefacsimile and shall not be required to be under the Company’s corporate seal. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time an Authorized Officer the proper officers of the Owner Trustee Company shall bind the TrustCompany, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Pursuant to time after the execution and delivery of this Indenturea Company Order, the Trust may deliver Trustee shall authenticate for original issue Notes executed on behalf in an aggregate principal amount specified in the Company Order. The Trustee shall be provided with an Officer’s Certificate and an Opinion of Counsel of the Trust Company that it may reasonably request in connection with such authentication of Notes. Such Company Order shall specify the amount of Notes to the Authenticating Agent for authentication, be authenticated and the Authenticating Agent shall authenticate and deliver such date on which the original issue of Notes as provided in this Indenture and not otherwiseis to be authenticated. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, the Base Indenture executed by the Authenticating Agent Trustee by manual, facsimile or electronic signature (including any electronic signature covered by the manual signature U.S. federal ESIGN Act of one of its Authorized Officers 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or employeesother applicable law, e.g., ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇), and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.8, the Trust may deliver Notes executed on behalf Indenture Trustee shall upon receipt of the Trust to the Authenticating Agent for authenticationan Issuer Order, and the Authenticating Agent shall authenticate and deliver the Class A Notes for original issue in the principal amount equal to $[________]. The aggregate principal amount of the Class A Notes outstanding at any time may not exceed such amount. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the Closing Date[ ______ ]. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under the Indenture shall be dated the date of their authentication. The Class A Notes shall be issuable as registered Notes in the minimum denomination of $[25,000] and multiples of $[1,000] in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuing Entity by an Authorized Officer of the Owner Trustee, acting at Trustee or the direction of the CertificateholdersAdministrator. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee or the Administrator shall bind the TrustIssuing Entity, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.08 hereof, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent Indenture Trustee shall upon Issuer Order authenticate and deliver the Notes for original issue in the following principal amount: $__________. The aggregate principal of the Notes Outstanding at any time may not exceed such amount. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuing Entity on the Closing Date shall be dated the Closing Date__________, 20__. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under the Indenture shall be dated the date of their authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $25,000 initial principal amount and integral multiples of $1,000 in excess thereof; provided however, that any Note may be issued in such denominations as may be necessary to represent the remainder of the aggregate principal amount of the Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Company by an Authorized Officer authorized signatory or authorized signatories of the Owner Trustee, acting at the direction of the CertificateholdersCompany. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time an Authorized Officer the proper officers of the Owner Trustee Company shall bind the TrustCompany, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust Company may deliver Notes executed on behalf of by the Trust Company and having endorsed (by attachment or imprint) thereon the Guarantee executed as provided in Section 11.2 hereof by the Guarantors, to the Authenticating Agent Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes; and the Authenticating Agent Trustee in accordance with such Company Order shall authenticate and deliver such Notes as provided in this Indenture provided and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. No Note or Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder and that each Guarantee referred to therein has been duly executed and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer its Chairman of the Owner TrusteeBoard of Directors, acting at Chief Executive Officer, its President, its Chief Financial Officer, any of its Vice Presidents, its Treasurer, any Assistant Treasurer, the direction Secretary, any assistant Secretary, or any Director of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimileIssuer. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time an Authorized Officer of the Owner Trustee Issuer shall bind the TrustIssuer, notwithstanding that such individual has ceased to be an Authorized Officer of the Owner Trustee hold such office prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust Issuer may deliver Notes executed on behalf of by the Trust Issuer to the Authenticating Agent Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes. The Company Order shall specify the Authenticating Agent amount of Notes to be authenticated, and shall further specify the amount of such Notes to be issued as a Global Notes or as Physical Notes. The Trustee in accordance with such Company Order shall authenticate and deliver such Notes as provided in this Indenture provided and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes Bonds shall be executed on behalf of the Trust by an Authorized Officer of the Owner Trustee, acting at the direction of the CertificateholdersIssuer. The signature of such Authorized Officer of the Owner Trustee officer on the Notes Bonds may be manual or by facsimile. Notes Bonds bearing the manual or facsimile signature of an individual who was at any time an Authorized Officer of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has ceased to be an Authorized Officer of the Owner Trustee hold such office prior to the authentication and delivery of such Notes Bonds or was did not an Authorized Officer of the Owner Trustee hold such office at the date of such NotesBonds. At any time and from time to time after the execution and delivery of this Indenture, the Trust Issuer may deliver Notes Bonds executed on behalf of the Trust Issuer to the Authenticating Agent Trustee for authentication, ; and the Authenticating Agent Trustee shall authenticate and deliver such Notes Bonds as provided in this Indenture provided and not otherwise. Each Note Bond authenticated on the Closing Date shall be dated the Closing Date. All other Notes that Bonds which are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authentication. No Note Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note Bond a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Trustee or by any Authenticating Agent by the manual signature of one of its Authorized Officers authorized officers or employees, and such certificate of authentication upon any Note Bond shall be conclusive evidence, and the only evidence, that such Note Bond has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.8 hereof, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authenticationIndenture Trustee shall, and the Authenticating Agent shall upon Issuer Order, authenticate and deliver such the Notes for original issue in the aggregate principal amounts as provided in this specified below: The aggregate principal amounts of Notes outstanding at any time may not exceed $[o]. The Notes that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date as a result of transfer or exchange or for any other purpose hereunder under the Indenture shall be dated the date of their authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication (substantially in the form provided for in Section 2.02 hereof, the form of Note at Exhibit A) executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The One Officer shall execute the Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature. If an Officer whose signature of an individual who was at any time an Authorized Officer of the Owner Trustee shall bind the Trust, notwithstanding is on a Note no longer holds that such individual has ceased to be an Authorized Officer of the Owner Trustee prior to the authentication and delivery of such Notes or was not an Authorized Officer of the Owner Trustee office at the date of such Notestime the Note is authenticated, the Note shall be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Trust Issuer may deliver Notes executed on behalf of by the Trust Issuer to the Authenticating Agent Trustee for authentication, together with a Issuer Order for the authentication and delivery of such Notes, and the Authenticating Agent Trustee in accordance with such Issuer Order shall authenticate and deliver such Notes as provided in this Indenture provided and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. No Note shall be entitled to any benefit under this Indenture Indenture, or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by or on behalf of the Authenticating Agent Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. The Trustee may appoint an authenticating agent or agents reasonably acceptable to the Issuer with respect to the Notes. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the CertificateholdersOfficer. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.8, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent Indenture Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount of $30,000,000. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the Closing DateJune 26, 1998. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under this Indenture shall be dated the date of their authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $25,000 and integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Company by an Authorized Officer any two Officers of the Owner Trustee, acting at the direction of the CertificateholdersCompany. The Any such signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or printed or otherwise mechanically reproduced and may, but need not, be under or accompanied by facsimilethe corporate seal of the Company or a reproduction thereof. Notes bearing the manual printed or facsimile otherwise mechanically reproduced signature of an individual any Person who was at any time an Authorized a proper Officer of the Owner Trustee Company shall bind the TrustCompany, notwithstanding that such individual Person has ceased to be an Authorized Officer of the Owner Trustee hold such office prior to the authentication and delivery of such Notes or was not an Authorized Officer of the Owner Trustee at the date of such Notes. At any time time, and from time to time time, after the execution and delivery of this Indenture, the Trust Company may deliver Notes executed on behalf of by the Trust Company to the Authenticating Agent Registrar, together with a Company Order for authenticationthe authentication and delivery of such Notes, and the Authenticating Agent Registrar in accordance with such Company Order shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each The date of issue of each Note authenticated on the Closing Date shall be dated as specified in the Closing Date. All other Notes that are authenticated after Terms of the Closing Date for any other purpose hereunder shall be dated the date of their authenticationrelevant Series. No Note shall be entitled entitle the Holder to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein (or in Section 2.02 hereof, any other form as may be agreed to by the Trustee and the Company) executed by the Authenticating Agent Registrar by the manual signature of one of its Authorized Officers or employeesauthorized Officers, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, evidence that such Note has been duly authenticated and delivered hereunder. The Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods or may be produced in any other manner, all as determined by the Officers executing such Notes, as evidenced by their signature of such Notes.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at Trustee or the direction of the CertificateholdersAdministrator. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee or the Administrator shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in SECTION 2.08 hereof, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent Indenture Trustee shall upon Issuer Order authenticate and deliver such the Notes. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the as of such Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under the Indenture shall be dated the date of their authentication. The Notes shall be issued in such denominations as may be agreed by the Issuer and the Initial Noteholder. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the CertificateholdersOfficer. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.8, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent Indenture Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount of $70,000,000. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the Closing DateJune 26, 1998. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under this Indenture shall be dated the date of their authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $25,000 and integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time an Authorized Officer of the Owner Trustee shall bind the Trust, notwithstanding that such individual has ceased to be an Authorized Officer of the Owner Trustee prior to the authentication and delivery of such Notes or was not an Authorized Officer of the Owner Trustee at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent shall authenticate and deliver such Notes as provided in this Indenture provided and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, executed by the Authenticating Agent by the manual signature of one of its Authorized Officers authorized officers or employees, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.8, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent Indenture Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount of $71,000,000. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the Closing DateDecember 10, 1998. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under this Indenture shall be dated the date of their authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $25,000 and integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.8, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent Indenture Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount of $529,000,000. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the Closing DateDecember 10, 1998. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under this Indenture shall be dated the date of their authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $25,000 and integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at Trustee or the direction of the CertificateholdersAdministrator. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee or the Administrator shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.08 hereof, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent Indenture Trustee shall upon Issuer Order authenticate and deliver the Notes for original issue in the following principal amount: $283,580,654. The aggregate principal of the Notes Outstanding at any time may not exceed such amount. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the Closing DateNovember 5, 1998. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under the Indenture shall be dated the date of their authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $25,000 initial principal amount and integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Company by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholdersthereof. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time an Authorized Officer the proper officers of the Owner Trustee Company shall bind the TrustCompany, notwithstanding the fact that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture and as provided in Section 301 of this Indenture, the Trust Company may deliver Notes executed on behalf of by the Trust Company to the Authenticating Agent Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Authenticating Agent Trustee in accordance with the Company Order shall authenticate and deliver such Notes as provided in this Indenture and not otherwiseNotes. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereofAnnex A, executed signed manually in the name of the Trustee by the Authenticating Agent by the manual signature of one of its Authorized Officers or employeesan authorized signatory, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Note to the Trustee for cancellation as provided in Section 310 of this Indenture, 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, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.8, the Trust may deliver Notes executed on behalf Indenture Trustee shall upon receipt of the Trust to the Authenticating Agent for authenticationan Issuer Order, and the Authenticating Agent shall authenticate and deliver the Notes for original issue in the principal amount equal to $1,290,500,000. The aggregate principal amount of the Notes outstanding at any time may not exceed such amount. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the Closing DateJune 20, 2002. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under the Indenture shall be dated the date of their authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $25,000 and multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Original Notes are hereby exchanged for the Notes. For the avoidance of doubt, the indebtedness evidenced by the Original Notes remains outstanding and is consolidated with the indebtedness evidenced by the Notes. The Notes shall be manually executed on behalf of the Trust by an Authorized Officer of the Owner Trustee, acting Trustee on behalf of the Issuer. Any Note bearing the signature of an individual who was at the direction time of the Certificateholders. The signature of such execution thereof an Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time an Authorized Officer behalf of the Owner Trustee Issuer shall bind the TrustIssuer, notwithstanding that such individual has ceased ceases to be an Authorized Officer of the Owner Trustee hold such office prior to the authentication and delivery of such Notes Note or was did not an Authorized Officer of the Owner Trustee hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authenticationNote. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for set forth in Section 2.02 hereofExhibit A hereto, executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Each Note shall be dated the date of its authentication. The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Order to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Order.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Company by an Authorized Officer its Chairman of the Owner TrusteeBoard, acting at the direction its Vice Chairman, its President or one of the Certificateholdersits Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of such Authorized Officer any of the Owner Trustee these officers on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time an Authorized Officer the proper officers of the Owner Trustee Company shall bind the TrustCompany, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust Company may deliver Notes executed on behalf of by the Trust Company to the Authenticating Agent Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes; and the Authenticating Agent Trustee in accordance with such Company Order shall authenticate and deliver such Notes as provided for original issue up to the aggregate principal amount stated in this Indenture and not otherwisethe Notes. There may be an unlimited aggregate principal amount of Notes outstanding at any time. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.8, the Trust may deliver Notes executed on behalf Indenture Trustee shall upon receipt of the Trust to the Authenticating Agent for authenticationan Issuer Order, and the Authenticating Agent shall authenticate and deliver the Notes for original issue in the principal amount equal to $977,470,000. The aggregate principal amount of the Notes outstanding at any time may not exceed such amount. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the Closing DateAugust 29, 2002. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under the Indenture shall be dated the date of their authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $25,000 and multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Company by an Authorized its Chief Executive Officer, its President, its Chief Financial Officer or any of the Owner Trustee, acting at the direction of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. its Vice Presidents. (b) Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time an Authorized Officer the proper officers of the Owner Trustee Company shall bind the TrustCompany, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At . (c) Subject to Section 3.01, at any time and from time to time after the execution and delivery of this Indenture, the Trust Company may deliver Notes executed on behalf of by the Trust Company to the Authenticating Agent Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes. The Company Order shall specify the Authenticating Agent amount of Notes to be authenticated, and shall further specify the amount of such Notes to be issued as Global Notes or as Physical Notes. The Trustee in accordance with such Company Order shall authenticate and deliver such Notes as provided in this Indenture provided and not otherwise. . (d) Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. . (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, Exhibit F of this Indenture executed by the Authenticating Agent Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Fifth A/R Notes are hereby exchanged for the Notes. For the avoidance of doubt, the indebtedness evidenced by the Fifth A/R Notes remains outstanding and is consolidated with the indebtedness evidenced by the Notes. The Notes shall be manually executed on behalf of the Trust by an Authorized Officer of the Owner Trustee, acting at the direction of the CertificateholdersIssuer. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes Any Note bearing the manual or facsimile signature of an individual who was at any the time of execution thereof an Authorized Officer of the Owner Trustee Issuer shall bind the TrustIssuer, notwithstanding that such individual has ceased ceases to be an Authorized Officer of the Owner Trustee hold such office prior to the authentication and delivery of such Notes Note or was did not an Authorized Officer of the Owner Trustee hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authenticationNote. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for set forth in Section 2.02 hereofExhibit A hereto, executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Each Note shall be dated the date of its authentication. The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Order to the Indenture Trustee directing the authentication KL2 2878899.10 and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Order.

Execution, Authentication, Delivery and Dating. The Notes Bonds shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes Bonds may be manual or by facsimile. Notes Bonds bearing the manual or facsimile signature of an individual who was at any time an Authorized Officer of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has ceased to be an Authorized Officer of the Owner Trustee prior to the authentication and delivery of such Notes Bonds or was not an Authorized Officer of the Owner Trustee at the date of such NotesBonds. At any time and from time to time after the execution and delivery of this Indenture, the Trust Issuer may deliver Notes Bonds executed on behalf of the Trust Issuer to the Authenticating Agent for authentication, ; and the Authenticating Agent shall authenticate and deliver such Notes Bonds as provided in this Indenture provided and not otherwise. Each Note Bond authenticated on the Closing Date shall be dated the Closing Date. All other Notes Bonds that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authentication. No Note Bond shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note Bond a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent by the manual signature of one of its Authorized Officers authorized officers or employees, and such certificate of authentication upon any Note Bond shall be conclusive evidence, and the only evidence, that such Note Bond has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be issued and delivered to the Noteholders on the Closing Date upon satisfaction of the requirements of the Note Purchase Agreement and this Indenture and Servicing Agreement. The Notes shall be manually executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes Any Note bearing the manual or facsimile signature of an individual who was at any the time of execution thereof an Authorized Officer of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has ceased ceases to be an Authorized Officer of the Owner Trustee hold such office prior to the authentication and delivery of such Notes Note or was did not an Authorized Officer of the Owner Trustee hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authenticationNote. No Note shall be entitled to any benefit under this Indenture and Servicing Agreement or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for set forth in Section 2.02 hereofExhibit A hereto, executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Each Note shall be dated the date of its authentication. The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Order to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Order.

Execution, Authentication, Delivery and Dating. The Notes Debentures shall be executed on behalf of the Trust Company by an Authorized Officer two duly authorized officers on behalf of the Owner Trustee, acting at the direction of the CertificateholdersCompany. The signature of such Authorized Officer any of the Owner Trustee these officers on the Notes Debentures may be manual or by facsimile. Notes Debentures bearing the manual or facsimile signature signatures of an individual individuals who was were at any time an Authorized Officer the proper officers of the Owner Trustee Company shall bind the TrustCompany, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes Debentures or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such NotesDebentures. At any time and from time to time after Upon the execution and delivery of this Indenture, or from time to time thereafter, Debentures may be executed by the Trust may deliver Notes executed on behalf of the Trust Company and delivered to the Authenticating Agent Trustee for authentication, and the Authenticating Agent Trustee shall thereupon authenticate and deliver make available for delivery said Debentures to or upon Company Order without any further action by the Company. Debentures may be authenticated on original issuance from time to time and delivered pursuant to such Notes procedures acceptable to the Trustee ("Procedures") as provided in this Indenture and not otherwisemay be specified from time to time by Company Order. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder Debenture shall be dated the date of their its authentication. 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 of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication 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, Delivery and Dating. The Notes shall be executed on behalf of the Trust Company by an Authorized Officer any two executive officers of the Owner TrusteeCompany, acting at the direction one of which is its Chairman of the Certificateholders. The signature Board, President, Chief Executive Officer, Executive Vice President or Chief Financial Officer and the other of such Authorized Officer which may be any other executive officer of the Owner Trustee on Company (including its Corporate Treasurer or its Subdirector of Financial Development) or Person who has a power of attorney granted by the Notes may be manual shareholders of the Company, the Board or by facsimileany attorney-in-fact of the Company. Notes bearing the manual or facsimile signatures of individuals who at the time of signature of an individual who was at any time an Authorized Officer were the proper officers or attorneys-in-fact of the Owner Trustee Company shall bind the TrustCompany, notwithstanding that such individual has individuals or any of them have ceased to hold such offices or to be an Authorized Officer of the Owner Trustee attorneys-in-fact prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices or were not attorneys-in-fact at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust Company may deliver Notes executed on behalf of by the Trust Company to the Authenticating Agent Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes; and the Authenticating Agent Trustee in accordance with such Company Order shall authenticate and deliver such Notes as provided in this Indenture provided and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. No A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, executed and issued by the Authenticating Agent Company and authenticated by the manual signature of one the Trustee as provided herein. The signature of its Authorized Officers or employees, and such certificate of authentication upon any Note the Trustee shall be conclusive evidence, and the only evidence, that such the Note has been duly authenticated and delivered hereunderunder this Indenture.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed manually or by facsimile signature on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes Issuer. (b) Any Note bearing the manual or facsimile signature of an individual who was at any the time an Authorized Officer of execution thereof a proper authorized signatory of the Owner Trustee Issuer shall bind the TrustIssuer, notwithstanding that such individual has ceased to be an Authorized Officer of the Owner Trustee prior to the authentication and delivery of did not hold such Notes or was not an Authorized Officer of the Owner Trustee office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authentication. Note. (c) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereofherein, executed by the Authenticating Agent Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Each Note shall be dated the date of its authentication. (d) The Notes may from time to time be executed by the Issuer and delivered to the Trustee for authentication together with an Issuer Request to the Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Trustee in accordance with such Issuer Request. All Notes and the interest thereon shall be recourse obligations of the Issuer only. No Person other than the Issuer shall be liable for any obligation of the Issuer under this Indenture or any Note or any losses incurred by any Noteholder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer authorized signatory or authorized signatories of the Owner Trustee, acting at the direction of the CertificateholdersIssuer. The signature of such Authorized Officer of the Owner Trustee any signatory on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time an Authorized Officer the proper officers of the Owner Trustee Issuer shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust Issuer may deliver Notes executed on behalf of by the Trust Issuer and having endorsed (by attachment or imprint) thereon the Guarantees executed as provided in Section 14.2 by the Guarantors, to the Authenticating Agent Trustee for authentication, together with an Issuer Order for the authentication and delivery of such Notes; and the Authenticating Agent Trustee in accordance with such Issuer Order shall authenticate and deliver such Notes as provided in this Indenture provided and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. No Note or Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder and that the Guarantees referred to therein have been duly executed and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the CertificateholdersOfficer. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.8, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent Indenture Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount of $55,400,000. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the Closing DateMarch 27, 1998. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under this Indenture shall be dated the date of their authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $25,000 and integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Sixth A/R Notes are hereby exchanged for the Notes. For the avoidance of doubt, the indebtedness evidenced by the Sixth A/R Notes remains outstanding and is consolidated with the indebtedness evidenced by the Notes. The Notes shall be manually executed on behalf of the Trust by an Authorized Officer of the Owner Trustee, acting at the direction of the CertificateholdersIssuer. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes Any Note bearing the manual or facsimile signature of an individual who was at any the time of execution thereof an Authorized Officer of the Owner Trustee Issuer shall bind the TrustIssuer, notwithstanding that such individual has ceased ceases to be an Authorized Officer of the Owner Trustee hold such office prior to the authentication and delivery of such Notes Note or was did not an Authorized Officer of the Owner Trustee hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authenticationNote. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for set forth in Section 2.02 hereofExhibit A-1 or Exhibit A-2 hereto, as applicable, executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Each Note shall be dated the date of its authentication. The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Order to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Order.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer its Chairman of the Owner TrusteeBoard of Directors, acting at Chief Executive Officer, its President, its Chief Financial Officer, any of its Vice Presidents, its Treasurer, any Assistant Treasurer, the direction Secretary, any assistant Secretary, or any Director of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimileIssuer. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time an Authorized Officer of the Owner Trustee Issuer shall bind the TrustIssuer, notwithstanding that such individual has ceased to be an Authorized Officer of the Owner Trustee hold such office prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust Issuer may deliver Notes executed on behalf of by the Trust Issuer to the Authenticating Agent Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes. The Company Order shall specify the Authenticating Agent amount of Notes to be authenticated, and shall further specify the amount of such Notes to be issued as Global Notes or as Physical Notes. The Trustee in accordance with such Company Order shall authenticate and deliver such Notes as provided in this Indenture provided and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Fourth A/R Notes are hereby exchanged for the Notes. For the avoidance of doubt, the indebtedness evidenced by the Fourth A/R Notes remains outstanding and is consolidated with the indebtedness evidenced by the Notes. The Notes shall be manually executed on behalf of the Trust by an Authorized Officer of the Owner Trustee, acting at the direction of the CertificateholdersIssuer. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes Any Note bearing the manual or facsimile signature of an individual who was at any the time of execution thereof an Authorized Officer of the Owner Trustee Issuer shall bind the TrustIssuer, notwithstanding that such individual has ceased ceases to be an Authorized Officer of the Owner Trustee hold such office prior to the authentication and delivery of such Notes Note or was did not an Authorized Officer of the Owner Trustee hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authenticationNote. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for set forth in Section 2.02 hereofExhibit A hereto, executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Each Note shall be dated the date of its authentication. The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Order to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Order.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time to time after the execution and delivery The Indenture Trustee shall upon receipt of this Indenturean Issuer Order, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent shall authenticate and deliver the Notes for original issue in the principal amount equal to $846,640,000. The aggregate principal amount of the Notes outstanding at any time may not exceed such amount. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the Closing DateNovember 14, 2002. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under the Indenture shall be dated the date of their authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $25,000 and multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at Trustee or the direction of the CertificateholdersAdministrator. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee or the Administrator shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.08 hereof, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authenticationIndenture Trustee shall, and the Authenticating Agent shall upon Issuer Order, authenticate and deliver the Notes for original issue in the aggregate principal amounts with respect to each Class as specified below: The aggregate principal amounts of such Classes of Notes as provided in this outstanding at any time may not exceed such respective amounts. The Notes that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date as a result of transfer or exchange or for any other purpose hereunder under the Indenture shall be dated the date of their authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication (substantially in the form provided for in Section 2.02 hereof, the form of Note at Exhibit A) executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the CertificateholdersOfficer. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.8, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent Indenture Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount of $600,000,000. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the Closing DateJune 26, 1998. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under this Indenture shall be dated the date of their authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $25,000 and integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The original Notes were issued and delivered to the Noteholders on the Closing Date. On the Amendment Effective Date, each Funding Agent and each Non-Conduit Committed Purchaser shall surrender its Note to the Issuer in exchange for an amended and restated Note dated the Amendment Effective Date and reflecting any changes to the related Commitment Amount and such other changes as are appropriate to reflect the amendment and restatement of this Indenture and Servicing Agreement and the Note Purchase Agreement. Upon surrender of an original Note and issuance of an amended and restated Note therefor, such original Note shall be cancelled and destroyed by the Note Registrar. The Notes shall be manually executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes Any Note bearing the manual or facsimile signature of an individual who was at any the time of execution thereof an Authorized Officer of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has ceased ceases to be an Authorized Officer of the Owner Trustee hold such office prior to the authentication and delivery of such Notes Note or was did not an Authorized Officer of the Owner Trustee hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent shall authenticate and deliver such Notes as provided in this Indenture and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their authenticationNote. No Note shall be entitled to any benefit under this Indenture and Servicing Agreement or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for set forth in Section 2.02 hereofExhibit A hereto, executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Each Note shall be dated the date of its authentication. The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Order to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Order.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Company by an Authorized Officer its Chief Executive Officer, its President, its Chief Financial Officer, any of its Vice Presidents, its Treasurer, any Assistant Treasurer, the Owner TrusteeSecretary, acting at the direction any of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual its Vice Presidents or by facsimileDirectors. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time an Authorized Officer of the Owner Trustee Company shall bind the TrustCompany, notwithstanding that such individual has ceased to be an Authorized Officer of the Owner Trustee hold such office prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust Company may deliver Notes executed on behalf of by the Trust Company to the Authenticating Agent Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes. The Company Order shall specify the Authenticating Agent amount of Notes to be authenticated, and shall further specify the amount of such Notes to be issued as one or more Global Notes or as one or more Physical Notes. The Trustee in accordance with such Company Order shall authenticate and deliver such Notes as provided in this Indenture provided and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by an authorized signatory of the Authenticating Agent Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. (a) The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the Certificateholders. The signature of such Authorized a Responsible Officer of the Owner Trustee or the Administrator. The signature of any such Responsible Officer on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Responsible Officers of the Owner Trustee or the Administrator shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time . (b) Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.08 hereof, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent Indenture Trustee shall upon Issuer Order authenticate and deliver such the Notes. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the as of such Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under the Indenture shall be dated the date of their authentication. The Notes shall be issued in such denominations as may be agreed by the Issuer and the Noteholders. (c) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer of the Owner Trustee, acting at the direction of the CertificateholdersOfficer. The signature of any such Authorized Officer of the Owner Trustee on the Notes may be manual or by facsimile. Notes bearing the manual or facsimile signature of an individual individuals who was were at any time an Authorized Officer Officers of the Owner Trustee shall bind the TrustIssuer, notwithstanding that such individual has individuals or any of them have ceased to be an Authorized Officer of the Owner Trustee hold such offices prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such offices at the date of such Notes. At any time and from time Subject to time after the execution and delivery satisfaction of this Indenturethe conditions set forth in Section 2.8, the Trust may deliver Notes executed on behalf of the Trust to the Authenticating Agent for authentication, and the Authenticating Agent Indenture Trustee shall authenticate and deliver Notes for original issue in an aggregate principal amount of $700,000,000. The aggregate principal amount of Notes Outstanding at any time may not exceed such amount. The Notes as provided in this that are authenticated and delivered by the Indenture and not otherwise. Each Note authenticated Trustee to or upon the order of the Issuer on the Closing Date shall be dated the Closing DateMarch 31, 1998. All other Notes that are authenticated after the Closing Date for any other purpose hereunder under this Indenture shall be dated the date of their authentication. The Notes shall be issuable as registered Notes in the minimum denomination of $25,000 and integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Indenture Trustee by the manual signature of one of its Authorized Officers or employeesauthorized signatories, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Execution, Authentication, Delivery and Dating. The Notes shall be executed on behalf of the Trust Issuer by an Authorized Officer its Chief Executive Officer, its President, its Chief Financial Officer, any of its Vice Presidents, its Treasurer, any Assistant Treasurer, the Owner TrusteeSecretary, acting at the direction any of the Certificateholders. The signature of such Authorized Officer of the Owner Trustee on the Notes may be manual its Vice Presidents or by facsimileDirectors. Notes bearing the manual or facsimile signature signatures of an individual individuals who was were at any time an Authorized Officer of the Owner Trustee Issuer shall bind the TrustIssuer, notwithstanding that such individual has ceased to be an Authorized Officer of the Owner Trustee hold such office prior to the authentication and delivery of such Notes or was did not an Authorized Officer of the Owner Trustee hold such office at the date of such Notes. At any time and from time to time after the execution and delivery of this Indenture, the Trust Issuer may deliver Notes executed on behalf of by the Trust Issuer to the Authenticating Agent Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes. The Company Order shall specify the Authenticating Agent amount of Notes to be authenticated, and shall further specify the amount of such Notes to be issued as a Global Notes or as Physical Notes. The Trustee in accordance with such Company Order shall authenticate and deliver such Notes as provided in this Indenture provided and not otherwise. Each Note authenticated on the Closing Date shall be dated the Closing Date. All other Notes that are authenticated after the Closing Date for any other purpose hereunder shall be dated the date of their its authentication. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in Section 2.02 hereof, herein executed by the Authenticating Agent Trustee by the manual signature of one of its Authorized Officers or employeessignature, and such certificate of authentication upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.