INDENTURE

EXHIBIT 4.2

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INDENTURE

between

MERRILL AUTO TRUST SECURITIZATION 2007-1,

as Issuer,

HSBC BANK USA, NATIONAL ASSOCIATION,

as Indenture Trustee,

and

U.S. BANK NATIONAL ASSOCIATION,

as Securities Administrator.

Dated as of May 31, 2007

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TABLE OF CONTENTS

Page

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ARTICLE I

DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE

SECTION 1.1. Definitions and Usage..........................................2

SECTION 1.2. Incorporation by Reference of Trust Indenture Act..............2

ARTICLE II

THE NOTES

SECTION 2.1. Form...........................................................2

SECTION 2.2. Execution, Authentication and Delivery.........................3

SECTION 2.3. Temporary Notes................................................4

SECTION 2.4. Tax Treatment..................................................4

SECTION 2.5. Registration; Registration of Transfer and Exchange............4

SECTION 2.6. Mutilated, Destroyed, Lost or Stolen Notes.....................6

SECTION 2.7. Persons Deemed Owners..........................................7

SECTION 2.8. Payment of Principal and Interest; Defaulted Interest..........7

SECTION 2.9. Cancellation...................................................8

SECTION 2.10. Release of Collateral..........................................8

SECTION 2.11. Book-Entry Notes...............................................8

SECTION 2.12. Notices to Clearing Agency.....................................9

SECTION 2.13. Definitive Notes...............................................9

SECTION 2.14. Authenticating Agents.........................................10

ARTICLE III

COVENANTS

SECTION 3.1. Payment of Principal and Interest.............................11

SECTION 3.2. Maintenance of Office or Agency...............................11

SECTION 3.3. Money for Payments To Be Held in Trust........................11

SECTION 3.4. Existence.....................................................13

SECTION 3.5. Protection of Indenture Trust Estate..........................13

SECTION 3.6. Opinions as to Indenture Trust Estate.........................14

SECTION 3.7. Performance of Obligations; Servicing of Receivables..........15

SECTION 3.8. Negative Covenants............................................17

SECTION 3.9. Annual Statement as to Compliance.............................18

SECTION 3.10. Issuer May Consolidate, etc., Only on Certain Terms...........18

SECTION 3.11. Successor or Transferee.......................................20

SECTION 3.12. No Other Business.............................................20

SECTION 3.13. No Borrowing..................................................20

SECTION 3.14. Master Servicer's Obligations.................................20

SECTION 3.15. Guarantees, Loans, Advances and Other Liabilities.............20

SECTION 3.16. Capital Expenditures..........................................21

SECTION 3.17. Further Instruments and Acts..................................21

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SECTION 3.18. Restricted Payments...........................................21

SECTION 3.19. Notice of Events of Default...................................21

SECTION 3.20. Issuer's Obligations under each ISDA Master Agreement.........21

ARTICLE IV

SATISFACTION AND DISCHARGE

SECTION 4.1. Satisfaction and Discharge of Indenture.......................22

SECTION 4.2. Application of Trust Money....................................23

SECTION 4.3. Repayment of Monies Held by Note Paying Agent.................24

ARTICLE V

REMEDIES

SECTION 5.1. Events of Default.............................................24

SECTION 5.2. Acceleration of Maturity; Rescission and Annulment............25

SECTION 5.3. Collection of Indebtedness and Suits for Enforcement

by Indenture Trustee..........................................26

SECTION 5.4. Remedies; Priorities..........................................28

SECTION 5.5. Optional Preservation of the Receivables......................31

SECTION 5.6. Limitation of Suits...........................................31

SECTION 5.7. Unconditional Rights of Noteholders To Receive Principal

and Interest..................................................32

SECTION 5.8. Restoration of Rights and Remedies............................32

SECTION 5.9. Rights and Remedies Cumulative................................32

SECTION 5.10. Delay or Omission Not a Waiver................................32

SECTION 5.11. Control by Controlling Class..................................33

SECTION 5.12. Waiver of Past Defaults.......................................33

SECTION 5.13. Undertaking for Costs.........................................34

SECTION 5.14. Waiver of Stay or Extension Laws..............................34

SECTION 5.15. Action on Notes...............................................34

SECTION 5.16. Performance and Enforcement of Certain Obligations............34

ARTICLE VI

THE INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR

SECTION 6.1. Duties of Indenture Trustee...................................35

SECTION 6.2. Rights of Indenture Trustee...................................36

SECTION 6.3. Individual Rights of Indenture Trustee........................38

SECTION 6.4. Indenture Trustee's Disclaimer................................38

SECTION 6.5. Notice of Defaults............................................38

SECTION 6.6. [Reserved]....................................................38

SECTION 6.7. Compensation and Indemnity....................................38

SECTION 6.8. Replacement of Indenture Trustee..............................39

SECTION 6.9. Successor Indenture Trustee by Merger.........................40

SECTION 6.10. Appointment of Co-Indenture Trustee or Separate

Indenture Trustee.............................................41

SECTION 6.11. Eligibility; Disqualification.................................42

SECTION 6.12. Preferential Collection of Claims Against Issuer..............43

SECTION 6.13. Duties of Securities Administrator............................43

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SECTION 6.14. Rights of Securities Administrator............................44

SECTION 6.15. Individual Rights of Securities Administrator.................46

SECTION 6.16. Securities Administrator's Disclaimer.........................46

SECTION 6.17. Reports by Securities Administrator to Noteholders............46

SECTION 6.18. Compensation and Indemnity....................................46

SECTION 6.19. Replacement of Securities Administrator.......................47

SECTION 6.20. Successor Securities Administrator by Merger..................48

SECTION 6.21. Eligibility; Disqualification.................................49

ARTICLE VII

NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.1. Issuer To Furnish Indenture Trustee Names and Addresses

of Noteholders................................................49

SECTION 7.2. Preservation of Information; Communications to Noteholders....49

SECTION 7.3. Reports by Issuer.............................................50

SECTION 7.4. Reports by Securities Administrator...........................50

ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1. Collection of Money...........................................50

SECTION 8.2. Trust Accounts................................................51

SECTION 8.3. General Provisions Regarding Accounts.........................54

SECTION 8.4. Release of Indenture Trust Estate.............................55

SECTION 8.5. Opinion of Counsel............................................56

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.1. Supplemental Indentures Without Consent of Noteholders........56

SECTION 9.2. Supplemental Indentures with Consent of Noteholders...........58

SECTION 9.3. Execution of Supplemental Indentures..........................59

SECTION 9.4. Effect of Supplemental Indenture..............................59

SECTION 9.5. Conformity with Trust Indenture Act...........................60

SECTION 9.6. Reference in Notes to Supplemental Indentures.................60

ARTICLE X

PREPAYMENT

SECTION 10.1. Optional Prepayment...........................................60

SECTION 10.2. Form of Prepayment Notice.....................................61

SECTION 10.3. Notes Payable on Prepayment Date..............................61

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ARTICLE XI

MISCELLANEOUS

SECTION 11.1. Compliance Certificates and Opinions, Etc.....................61

SECTION 11.2. Form of Documents Delivered to Indenture Trustee and

the Securities Administrator..................................63

SECTION 11.3. Acts of Noteholders...........................................64

SECTION 11.4. Notices, etc., to Indenture Trustee, Securities

Administrator, Issuer, Rating Agencies and Counterparties.....64

SECTION 11.5. Notices to Noteholders; Waiver................................65

SECTION 11.6. Alternate Payment and Notice Provisions.......................66

SECTION 11.7. Conflict with Trust Indenture Act.............................66

SECTION 11.8. Effect of Headings and Table of Contents......................66

SECTION 11.9. Successors and Assigns........................................66

SECTION 11.10. Separability..................................................66

SECTION 11.11. Benefits of Indenture.........................................66

SECTION 11.12. Legal Holidays................................................67

SECTION 11.13. GOVERNING LAW.................................................67

SECTION 11.14. Counterparts..................................................67

SECTION 11.15. Recording of Indenture........................................67

SECTION 11.16. Trust Obligation..............................................67

SECTION 11.17. No Petition...................................................68

SECTION 11.18. Subordination Agreement.......................................68

SECTION 11.19. No Recourse...................................................68

SECTION 11.20. Inspection....................................................68

SECTION 11.21. Representations and Warranties as to the Security Interest

of the Indenture Trustee in the Receivables...................69

EXHIBIT A-1 Form of Class A-1 Note....................................A-1-1

EXHIBIT A-2 Form of Class A-2 Note....................................A-2-1

EXHIBIT A-3 Form of Class A-3 Note....................................A-3-1

EXHIBIT A-4 Form of Class A-4 Note....................................A-4-1

EXHIBIT B Form of Class B Note........................................B-1

EXHIBIT C Form of Class C Note........................................C-1

SCHEDULE A Schedule of Receivables....................................SA-1

SCHEDULE B Schedule of Cumulative Net Loss Ratios.....................SB-1

APPENDIX A Definitions and Usage......................................AA-1

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INDENTURE, dated as of May 31, 2007 (as from time to time amended,

supplemented or otherwise modified and in effect, this "Indenture") among

MERRILL AUTO TRUST SECURITIZATION 2007-1, a Delaware statutory trust, as issuer

(the "Issuer"), HSBC BANK USA, NATIONAL ASSOCIATION, a national banking

association, as Trustee and not in its individual capacity (in such capacity,

the "Indenture Trustee"), and U.S. Bank National Association, a national banking

association, as securities administrator and not in its individual capacity (in

such capacity, the "Securities Administrator").

Each party agrees as follows for the benefit of the other party and,

subject to the subordination provisions of this Indenture, for the equal and

ratable benefit of the Counterparties and the holders of the Issuer's Class A-1

5.3469% Asset Backed Notes (the "Class A-1 Notes"), Class A-2 5.43% Asset Backed

Notes, (the "Class A-2 Notes"), Class A-3 Floating Rate Asset Backed Notes (the

"Class A-3 Notes") and Class A-4 Floating Asset Backed Notes (the "Class A-4

Notes" and, together with the Class A-1 Notes, Class A-2 Notes and Class A-3

Notes, the "Class A Notes"), Class B 5.79% Asset Backed Notes (the "Class B

Notes") and Class C 5.96% Asset Backed Notes (the "Class C Notes" and, together

with the Class A Notes and the Class B Notes, the "Notes"):

GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as

Indenture Trustee for the benefit of the Noteholders and the Counterparties, all

of the Issuer's right, title and interest in, to and under the following

property, whether now owned or existing or hereafter acquired or arising: (a)

the Receivables; (b) monies received thereunder after the Cut-off Date (other

than the portion of any Obligor payment related to the interest accrued on each

Receivable up to its last scheduled payment date prior to May 31, 2007); (c) the

security interests in the Financed Vehicles granted by Obligors pursuant to the

Receivables and any other interest of the Issuer in the Financed Vehicles; (d)

proceeds with respect to the Receivables from claims on any theft, physical

damage, credit life, credit disability, or other insurance policies covering

Financed Vehicles or Obligors; (e) the Receivable Files; (f) the Trust Accounts

and all amounts, securities, investments, investment property and other property

deposited in or credited to any of the foregoing, all security entitlements

relating to the foregoing and all proceeds thereof; (g) the Sale and Servicing

Agreement; (h) payments and proceeds with respect to the Receivables; (i) the

Receivables Purchase Agreement; (j) all property (including the right to receive

Liquidation Proceeds) securing a Receivable (other than a Receivable purchased

by the Master Servicer or repurchased by the, Seller, the Depositor or the

Administrator); (k) rebates of premiums and other amounts relating to insurance

policies and other items financed under the Receivables in effect as of the

Cut-off Date; (l) each Interest Rate Swap Agreement and (m) all present and

future claims, demands, causes of action and chooses in action in respect of any

or all of the foregoing and all payments on or under and all proceeds of every

kind and nature whatsoever in respect of any or all of the foregoing, including

all proceeds of the conversion thereof, voluntary or involuntary, into cash or

other liquid property, all cash proceeds, accounts, accounts receivable, notes,

drafts, acceptances, chattel paper, checks, deposit accounts, insurance

proceeds, condemnation awards, rights to payment of any and every kind and other

forms of obligations and receivables, instruments and other property which at

any time constitute all or part of or are included in the proceeds of any of the

foregoing (collectively, the "Collateral").

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The foregoing Grant is made in trust to secure the payment of principal of

and interest on, and any other amounts owing in respect of, the Notes and to

secure the obligations owed by the Issuer under the Interest Rate Swap

Agreements, equally and ratably without prejudice, priority or distinction,

except as provided in the Indenture, and to secure compliance with the

provisions of this Indenture, all as provided in this Indenture.

The Indenture Trustee, as Indenture Trustee on behalf of the

Noteholders, acknowledges such Grant, accepts the trusts under this Indenture in

accordance with the provisions of this Indenture and agrees to perform its

duties required in this Indenture to the best of its ability to the end that the

interests of the Noteholders and the Counterparties may be adequately and

effectively protected.

ARTICLE I

DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE

SECTION 1.1. Definitions and Usage. Except as otherwise specified herein

or as the context may otherwise require, capitalized terms used but not

otherwise defined herein are defined in Appendix A, which also contains rules as

to usage that shall be applicable herein.

SECTION 1.2. Incorporation by Reference of Trust Indenture Act. Whenever

this Indenture refers to a provision of the TIA, the provision is incorporated

by reference in and made a part of this Indenture. The following TIA terms used

in this Indenture have the following meanings:

"indenture securities" shall mean the Notes.

"indenture security holder" shall mean a Noteholder.

"indenture to be qualified" shall mean this Indenture.

"indenture trustee" or "institutional trustee" shall mean the Indenture

Trustee.

"obligor" on the indenture securities shall mean the Issuer and any other

obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined in the TIA,

defined by TIA reference to another statute or defined by Commission rule have

the meaning assigned to them by such definitions.

ARTICLE II

THE NOTES

SECTION 2.1. Form. (a) The Class A-1 Notes, the Class A-2 Notes, the

Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes,

together with the Indenture Trustee's or the Securities Administrator's

certificates of authentication, shall be in substantially the form set forth in

Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit B and

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Exhibit C, respectively, with such appropriate insertions, omissions,

substitutions and other variations as are required or permitted by this

Indenture, and may have such letters, numbers or other marks of identification

and such legends or endorsements placed thereon as may, consistently herewith,

be determined by the officers executing such Notes, as evidenced by their

execution thereof. Any portion of the text of any Note may be set forth on the

reverse thereof, with an appropriate reference thereto on the face of the Note.

(b) The definitive Notes shall be typewritten, printed, lithographed or

engraved or produced by any combination of these methods (with or without steel

engraved borders), all as determined by the Authorized Officers of the Trust

executing such Notes, as evidenced by their execution of such Notes.

(c) Each Note shall be dated the date of its authentication. The terms of

the Notes set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4,

Exhibit B and Exhibit C, are part of the terms of this Indenture and are

incorporated herein by reference.

(d) The Issuer in issuing the Notes may use "CUSIP," "CINS" and "ISIN"

numbers (if then generally in use), and the Indenture Trustee and the Securities

Administrator shall use CUSIP, CINS and ISIN numbers, as the case may be, in

notices as a convenience to Noteholders and no representation shall be made as

to the correctness of such numbers either as printed on the Notes or as

contained in a notice to Noteholders.

SECTION 2.2. Execution, Authentication and Delivery. (a) The Notes shall

be executed on behalf of the Issuer by any of its Authorized Officers. The

signature of any such Authorized Officer on the Notes may be manual or

facsimile.

(b) Notes bearing the manual or facsimile signature of individuals who were

at any time Authorized Officers of the Issuer shall bind the Issuer,

notwithstanding that such individuals or any of them have ceased to hold such

offices prior to the authentication and delivery of such Notes or did not hold

such offices at the date of such Notes.

(c) The Indenture Trustee or the Securities Administrator, on behalf of the

Indenture Trustee, shall, upon Issuer Order, authenticate and deliver the Notes

for original issue in the Classes and initial aggregate principal amounts as set

in the table below.

Initial Aggregate

Class Principal Amount

----- ----------------

Class A-1 Notes $167,100,000

Class A-2 Notes $156,000,000

Class A-3 Notes $174,000,000

Class A-4 Notes $187,630,000

Class B Notes $51,753,000

Class C Notes $35,829,000

The aggregate principal amount of the Class A-1 Notes, the Class A-2 Notes, the

Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes

Outstanding at any time may not exceed those respective amounts except as

provided in Section 2.6.

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(d) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the

Class A-4 Notes, the Class B Notes and the Class C Notes, shall be issuable as

Book-Entry Notes in minimum denominations of $1,000 and in integral multiples of

$1,000 in excess thereof.

(e) No Note shall be entitled to any benefit under this Indenture or be

valid or obligatory for any purpose, unless there appears on such Note a

certificate of authentication substantially in the form provided for herein

executed by the Indenture Trustee or the Securities Administrator by the manual

signature of one of its authorized signatories, and such certificate upon any

Note shall be conclusive evidence, and the only evidence, that such Note has

been duly authenticated and delivered hereunder.

SECTION 2.3. Temporary Notes. Pending the preparation of definitive Notes

pursuant to Section 2.13, the Issuer may execute, and upon receipt of an Issuer

Order the Indenture Trustee or the Securities Administrator, on behalf of the

Indenture Trustee, shall authenticate and deliver, temporary Notes that are

printed, lithographed, typewritten, mimeographed or otherwise produced,

substantially of the tenor of the definitive Notes in lieu of which they are

issued and with such variations not inconsistent with the terms of this

Indenture as the officers executing the temporary Notes may determine, as

evidenced by their execution of such temporary Notes.

If temporary Notes are issued, the Issuer shall cause definitive Notes to

be prepared without unreasonable delay. After the preparation of definitive

Notes, the temporary Notes shall be exchangeable for definitive Notes upon

surrender of the temporary Notes at the office or agency of the Issuer to be

maintained as provided in Section 3.2, without charge to the Noteholder. Upon

surrender for cancellation of any one or more temporary Notes, the Issuer shall

execute, and the Indenture Trustee or the Securities Administrator, on behalf of

the Indenture Trustee, shall authenticate and deliver in exchange therefor, a

like principal amount of definitive Notes of authorized denominations. Until so

exchanged, the temporary Notes shall in all respects be entitled to the same

benefits under this Indenture as Notes.

SECTION 2.4. Tax Treatment. The Issuer has entered into this Indenture,

and the Notes shall be issued, with the intention that, for federal, State and

local income and franchise tax purposes, the Notes shall qualify as indebtedness

of the Issuer secured by the Indenture Trust Estate. The Issuer, by entering

into this Indenture, and each Noteholder, by its acceptance of a Note (and each

Note Owner by its acceptance of an interest in the applicable Book-Entry Note),

agree to treat the Notes for federal, State and local income and franchise tax

purposes as indebtedness of the Issuer.

SECTION 2.5. Registration; Registration of Transfer and Exchange. (a) The

Issuer shall cause to be kept a register (the "Note Register") in which, subject

to such reasonable regulations as it may prescribe, the Issuer shall provide for

the registration of Notes and the registration of transfers of Notes. The

Securities Administrator initially shall be the "Note Registrar" for the purpose

of registering Notes and transfers of Notes as herein provided. Upon any

resignation of any Note Registrar, the Issuer shall promptly appoint a successor

or, if it elects not to make such an appointment, assume the duties of Note

Registrar. If a Person other than the Securities Administrator is appointed by

the Issuer as Note Registrar, (i) the Issuer shall give the Indenture Trustee

and the Securities Administrator prompt written notice of the appointment of

such Note Registrar and of the location, and any change in the location, of the

Note Register,

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(ii) the Indenture Trustee and the Securities Administrator shall have the right

to inspect the Note Register at all reasonable times and to obtain copies

thereof, and (iii) the Indenture Trustee and the Securities Administrator shall

have the right to rely upon a certificate executed on behalf of the Note

Registrar by an Executive Officer thereof as to the names and addresses of the

Noteholders and the principal amounts and number of such Notes.

(b) Upon surrender for registration of transfer of any Note at the office

or agency of the Issuer to be maintained as provided in Section 3.2, if the

requirements of Section 8-401(a) of the UCC are met, an Authorized Officer of

the Issuer shall execute, and the Indenture Trustee or the Securities

Administrator, on behalf of the Indenture Trustee, shall authenticate and the

Noteholder shall obtain from the Indenture Trustee or the Securities

Administrator, on behalf of the Indenture Trustee, in the name of the designated

transferee or transferees, one or more new Notes of the same Class in any

authorized denomination, of a like aggregate principal amount.

(c) Subject to subsection (i) below, at the option of the Noteholder, Notes

may be exchanged for other Notes of the same Class in any authorized

denominations, of a like aggregate principal amount, upon surrender of the Notes

to be exchanged at such office or agency. Whenever any Notes are so surrendered

for exchange, if the requirements of Section 8-401(a) of the UCC are met, the

Issuer shall execute, the Indenture Trustee or the Securities Administrator, on

behalf of the Indenture Trustee, shall authenticate, and the Noteholder shall

obtain from the Indenture Trustee or the Securities Administrator, on behalf of

the Indenture Trustee, the Notes which the Noteholder making such exchange is

entitled to receive.

(d) All Notes issued upon any registration of transfer or exchange of Notes

shall be the valid obligations of the Issuer, evidencing the same debt, and

entitled to the same benefits under this Indenture as the Notes surrendered upon

such registration of transfer or exchange.

(e) Every Note presented or surrendered for registration of transfer or

exchange shall be (i) duly endorsed by, or be accompanied by a written

instrument of transfer in form satisfactory to the Indenture Trustee and the

Note Registrar duly executed by, the Noteholder thereof or such Noteholder's

attorney duly authorized in writing, with such signature guaranteed by an

"eligible guarantor institution" meeting the requirements of the Note Registrar

and (ii) accompanied by such other documents or evidence as the Indenture

Trustee and the Note Registrar may require.

(f) No service charge shall be made to a Noteholder for any registration of

transfer or exchange of Notes, but the Note Registrar may require payment of a

sum sufficient to cover any tax or other governmental charge that may be imposed

in connection with any registration of transfer or exchange of Notes, other than

exchanges pursuant to Section 2.3 or 9.6 not involving any transfer.

(g) The preceding provisions of this Section 2.5 notwithstanding, the

Issuer shall not be required to make and the Note Registrar need not register

transfers or exchanges of Notes selected for redemption or of any Note for a

period of 15 days preceding the Payment Date for any payment with respect to

such Note.

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(h) Each Person that acquires a Note in definitive form shall be required

to represent, and each Person that acquires a Note will be deemed to represent

by its acceptance of the Note, that (x) it is not, and it is not acquiring the

Note on behalf of or with "plan assets" (as determined under Department of Labor

Regulation ss. 2510.3-101 or otherwise) of a Plan, or any employee benefit plan

subject to Similar Law, or (y) its acquisition and holding of the Note are

eligible for relief under Prohibited Transaction Class Exemption ("PTCE") 84-14,

PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar exemption, or, in the

case of an employee benefit plan subject to Similar Law, do not result in a

nonexempt violation of Similar Law.

SECTION 2.6. Mutilated, Destroyed, Lost or Stolen Notes.

(a) If (i) any mutilated Note is surrendered to the Indenture Trustee or

the Note Registrar, or each of the Indenture Trustee and the Securities

Administrator receives evidence to its satisfaction of the destruction, loss or

theft of any Note, and (ii) there is delivered to the Indenture Trustee and the

Securities Administrator such security or indemnity as may be required by the

Indenture Trustee and the Securities Administrator to hold the Issuer, the

Indenture Trustee and the Securities Administrator harmless, then, in the

absence of notice to the Issuer, the Note Registrar, the Indenture Trustee or

the Securities Administrator that such Note has been acquired by a protected

purchaser, as defined in Section 8-303 of the UCC, and provided that the

requirements of Section 8-405 of the UCC are met, the Issuer shall execute, and

upon Issuer Request the Indenture Trustee or the Securities Administrator, on

behalf of the Indenture Trustee, shall authenticate and deliver, in exchange for

or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement

Note of the same Class; provided, however, that if any such destroyed, lost or

stolen Note, but not a mutilated Note, shall have become or within seven days

shall be due and payable, or shall have been called for redemption, instead of

issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen

Note when so due or payable or upon the Prepayment Date without surrender

thereof. If, after the delivery of such replacement Note or payment of a

destroyed, lost or stolen Note pursuant to the proviso to the preceding

sentence, a protected purchaser of the original Note in lieu of which such

replacement Note was issued presents for payment such original Note, the Issuer,

the Indenture Trustee and the Securities Administrator shall be entitled to

recover such replacement Note (or such payment) from the Person to whom it was

delivered or any Person taking such replacement Note from such Person to whom

such replacement Note was delivered or any assignee of such Person, except a

protected purchaser, and shall be entitled to recover upon the security or

indemnity provided therefor to the extent of any loss, damage, cost or expense

incurred by the Issuer, the Indenture Trustee or the Securities Administrator in

connection therewith.

(b) Upon the issuance of any replacement Note under this Section 2.6, the

Issuer may require the payment by the Noteholder of such Note of a sum

sufficient to cover any tax or other governmental charge that may be imposed in

relation thereto and any other reasonable expenses (including the fees and

expenses of the Indenture Trustee and the Securities Administrator) connected

therewith.

(c) Every replacement Note issued pursuant to this Section 2.6 in

replacement of any mutilated, destroyed, lost or stolen Note shall constitute an

original additional contractual obligation of the Issuer, whether or not the

mutilated, destroyed, lost or stolen Note shall be at

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any time enforceable by anyone, and shall be entitled to all the benefits of

this Indenture equally and proportionately with any and all other Notes duly

issued hereunder.

(d) The provisions of this Section 2.6 are exclusive and shall preclude (to

the extent lawful) all other rights and remedies with respect to the replacement

or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.7. Persons Deemed Owners. Prior to due presentment for

registration of transfer of any Note, the Issuer, the Indenture Trustee, the

Securities Administrator and any agent of the Issuer, the Indenture Trustee or

the Securities Administrator may treat the Person in whose name any Note is

registered (as of the day of determination) as the owner of such Note for the

purpose of receiving payments of principal of and interest, if any, on such Note

and for all other purposes whatsoever, whether or not such Note be overdue, and

none of the Issuer, the Indenture Trustee, the Securities Administrator or any

agent of the Issuer, the Indenture Trustee or the Securities Administrator shall

be affected by notice to the contrary.

SECTION 2.8. Payment of Principal and Interest; Defaulted Interest.

(a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the

Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest

at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4

Rate, the Class B Rate and the Class C Rate, respectively, as set forth in

Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C,

respectively, and such interest shall be due and payable on each Payment Date as

specified therein, subject to Section 3.1. Any installment of interest or

principal, if any, payable on any Note that is punctually paid or duly provided

for by the Issuer on the applicable Payment Date shall be paid to the Person in

whose name such Note (or one or more Predecessor Notes) is registered in the

Note Register on the Record Date either by wire transfer in immediately

available funds, to the account of such Noteholder at a bank or other entity

having appropriate facilities therefor, if such Noteholder shall have provided

to the Note Registrar appropriate written instructions at least five Business

Days prior to such Payment Date and such Noteholder's Notes in the aggregate

evidence a denomination of not less than $1,000,000, or, if not, by check mailed

first-class postage prepaid to such Person's address as it appears on the Note

Register on such Record Date; provided that, unless Definitive Notes have been

issued to Note Owners pursuant to Section 2.13, with respect to Notes registered

on the Record Date in the name of the nominee of the Clearing Agency (initially,

such nominee to be Cede & Co.), payment shall be made by wire transfer in

immediately available funds to the account designated by such nominee, and

except for the final installment of principal payable with respect to such Note

on a Payment Date, Prepayment Date or the applicable Final Scheduled Payment

Date, which shall be payable as provided below. The funds represented by any

such checks returned undelivered shall be held in accordance with Section 3.3.

(b) The principal of each Note shall be payable in installments on each

Payment Date as provided in the forms of Notes set forth in Exhibit A-1, Exhibit

A-2, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding the

foregoing, the entire unpaid principal amount of each Class of Notes shall be

due and payable, if not previously paid, on the date on which an Event of

Default shall have occurred and be continuing, if the Indenture Trustee or the

Noteholders of Notes evidencing not less than a majority of the principal amount

of the

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Controlling Class have declared the Notes to be immediately due and payable in

the manner provided in Section 5.2. All principal payments on each Class of

Notes shall be made pro rata to the Noteholders of such Class entitled thereto.

The Securities Administrator shall notify the Person in whose name a Note is

registered at the close of business on the Record Date preceding the Payment

Date on which the Issuer expects that the final installment of principal of and

interest on such Note shall be paid. Such notice shall be mailed or transmitted

by facsimile prior to such final Payment Date and shall specify that such final

installment shall be payable only upon presentation and surrender of such Note

and shall specify the place where such Note may be presented and surrendered for

payment of such installment. Notices in connection with redemption of Notes

shall be mailed to Noteholders as provided in Section 10.2.

(c) If the Issuer defaults in a payment of interest on the Notes, the

Issuer shall pay defaulted interest (plus interest on such defaulted interest to

the extent lawful) at the applicable Note Interest Rate on the Payment Date

following such default. The Issuer shall pay such defaulted interest to the

Persons who are Noteholders on the Record Date for such following Payment Date.

SECTION 2.9. Cancellation. All Notes surrendered for payment, registration

of transfer or exchange or redemption pursuant to Section 10.1 shall, if

surrendered to any Person other than the Securities Administrator, be delivered

to the Securities Administrator and shall be promptly cancelled by the

Securities Administrator. The Issuer may at any time deliver to the Securities

Administrator for cancellation any Notes previously authenticated and delivered

hereunder which the Issuer may have acquired in any manner whatsoever, and all

Notes so delivered shall be promptly cancelled by the Securities Administrator.

No Notes shall be authenticated in lieu of or in exchange for any Notes

cancelled as provided in this Section 2.9, except as expressly permitted by this

Indenture. All cancelled Notes may be held or disposed of by the Securities

Administrator in accordance with its standard retention or disposal policy as in

effect at the time unless the Issuer shall direct by an Issuer Order that they

be destroyed or returned to it and so long as such Issuer Order is timely and

the Notes have not been previously disposed of by the Securities Administrator.

SECTION 2.10. Release of Collateral. Subject to Section 11.1 and the terms

of the Basic Documents, the Indenture Trustee shall release property from the

lien of this Indenture only upon receipt of an Issuer Request accompanied by an

Officer's Certificate, an Opinion of Counsel and Independent Certificates in

accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion of Counsel in

lieu of such Independent Certificates to the effect that the TIA does not

require any such Independent Certificates. If the Commission shall issue an

exemptive order under TIA Section 304(d) modifying the Issuer's obligations

under TIA Sections 314(c) and 314(d)(1), subject to Section 11.1 and the terms

of the Basic Documents, the Indenture Trustee shall release property from the

lien of this Indenture in accordance with the conditions and procedures set

forth in such exemptive order.

SECTION 2.11. Book-Entry Notes. The Notes, upon original issuance, shall

be issued in the form of typewritten Notes representing the Book-Entry Notes, to

be delivered to The Depository Trust Company, the initial Clearing Agency, by,

or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially

on the Note Register in the name of Cede & Co., the nominee of the initial

Clearing Agency, and no Note Owner thereof shall receive a Definitive

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Note (as defined below) representing such Note Owner's interest in such Note,

except as provided in Section 2.13. Unless and until definitive, fully

registered Notes (the "Definitive Notes") have been issued to such Note Owners

pursuant to Section 2.13:

(i) the provisions of this Section 2.11 shall be in full force and

effect;

(ii) the Note Registrar, the Indenture Trustee and the Securities

Administrator shall be entitled to deal with the Clearing Agency for all

purposes of this Indenture (including the payment of principal of and

interest on the Book-Entry Notes and the giving of instructions or

directions hereunder) as the sole Noteholder, and shall have no obligation

to the Note Owners;

(iii) to the extent that the provisions of this Section 2.11 conflict

with any other provisions of this Indenture, the provisions of this Section

2.11 shall control;

(iv) the rights of Note Owners shall be exercised only through the

Clearing Agency and shall be limited to those established by law and

agreements between such Note Owners and the Clearing Agency and/or the

Clearing Agency Participants pursuant to the Security Depository Agreement;

unless and until Definitive Notes are issued to Note Owners pursuant to

Section 2.13, the initial Clearing Agency shall make book-entry transfers

among the Clearing Agency Participants and receive and transmit payments of

principal of and interest on the Book-Entry Notes to such Clearing Agency

Participants; and

(v) whenever this Indenture requires or permits actions to be taken

based upon instructions or directions of Noteholders of Notes evidencing a

specified percentage of the principal amount of the Notes Outstanding (or

any Class thereof) the Clearing Agency shall be deemed to represent such

percentage only to the extent that it has received instructions to such

effect from Note Owners and/or Clearing Agency Participants owning or

representing, respectively, such required percentage of the beneficial

interest of the Notes Outstanding (or Class thereof) and has delivered such

instructions to the Indenture Trustee and the Securities Administrator.

SECTION 2.12. Notices to Clearing Agency. Whenever a notice or other

communication to the Noteholders of Book-Entry Notes is required under this

Indenture, unless and until Definitive Notes shall have been issued to the Note

Owners pursuant to Section 2.13, the Indenture Trustee and the Securities

Administrator shall give all such notices and communications specified herein to

be given to Noteholders of Book-Entry Notes to the Clearing Agency, and shall

have no obligation to such Note Owners.

SECTION 2.13. Definitive Notes. With respect to any Class or Classes of

Book-Entry Notes, if (i) the Issuer advises the Indenture Trustee and the

Securities Administrator in writing that the Clearing Agency is no longer

willing or able to properly discharge its responsibilities with respect to such

Class of Book-Entry Notes and the Issuer is unable to locate a qualified

successor or (ii) after the occurrence of an Event of Default or an Event of

Servicing Termination, Note Owners of such Class of Book- Entry Notes evidencing

beneficial interests aggregating not less than a majority of the principal

amount of such Class advise the Indenture

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Trustee, the Securities Administrator and the Clearing Agency in writing that

the continuation of a book-entry system through the Clearing Agency is no longer

in the best interests of such Class of Note Owners, then the Clearing Agency

shall notify all Note Owners of such Class, the Indenture Trustee and the

Securities Administrator of the occurrence of such event and of the availability

of Definitive Notes to the Note Owners of the applicable Class requesting the

same. Upon surrender to the Securities Administrator of the typewritten Notes

representing the Book-Entry Notes by the Clearing Agency, accompanied by

registration instructions, the Issuer shall execute and the Indenture Trustee or

the Securities Administrator, on behalf of the Indenture Trustee, shall

authenticate the Definitive Notes in accordance with the instructions of the

Clearing Agency. None of the Issuer, the Note Registrar, the Indenture Trustee

or the Securities Administrator shall be liable for any delay in delivery of

such instructions and may conclusively rely on, and shall be fully protected in

relying on, such instructions. Upon the issuance of Definitive Notes to Note

Owners, the Indenture Trustee and the Securities Administrator shall recognize

the holders of such Definitive Notes as Noteholders.

SECTION 2.14. Authenticating Agents. (a) The Indenture Trustee, at the

expense of the Issuer, may appoint one or more Persons in addition to the

Securities Administrator (each, an "Authenticating Agent") with power to act on

its behalf and subject to its direction in the authentication of Notes in

connection with issuance, transfers and exchanges under Sections 2.2, 2.3, 2.5,

2.6 and 9.6, as fully to all intents and purposes as though each such

Authenticating Agent had been expressly authorized by those Sections to

authenticate such Notes. For all purposes of this Indenture, the authentication

of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be

deemed to be the authentication of Notes "by the Indenture Trustee."

(b) Any corporation into which any Authenticating Agent may be merged or

converted or with which it may be consolidated, or any corporation resulting

from any merger, consolidation or conversion to which any Authenticating Agent

shall be a party, or any corporation succeeding to all or substantially all of

the corporate trust business of any Authenticating Agent, shall be the successor

of such Authenticating Agent hereunder, without the execution or filing of any

document or any further act on the part of the parties hereto or such

Authenticating Agent or such successor corporation.

(c) Any Authenticating Agent may at any time resign by giving written

notice of resignation to the Indenture Trustee, the Securities Administrator and

the Owner Trustee. The Indenture Trustee may at any time terminate the agency of

any Authenticating Agent by giving written notice of termination to such

Authenticating Agent and the Owner Trustee. Upon receiving such notice of

resignation or upon such a termination, the Indenture Trustee may appoint a

successor Authenticating Agent and shall give written notice of any such

appointment to the Owner Trustee.

(d) The Issuer agrees to pay to each Authenticating Agent from time to time

reasonable compensation for its services. The provisions of Sections 2.9 and 6.4

shall be applicable to any Authenticating Agent.

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ARTICLE III

COVENANTS

SECTION 3.1. Payment of Principal and Interest. The Issuer shall duly and

punctually pay the principal of and interest, if any, on the Notes in accordance

with the terms of the Notes and this Indenture. Without limiting the foregoing,

on each Payment Date the Issuer shall cause to be paid pursuant to Sections

8.2(c) and 8.2(d) all amounts on deposit in the Collection Account and the

Principal Distribution Account with respect to the Collection Period preceding

such Payment Date and deposited therein pursuant to the Sale and Servicing

Agreement. Amounts properly withheld under the Code by any Person from a payment

to any Noteholder of interest and/or principal shall be considered as having

been paid by the Issuer to such Noteholder for all purposes of this Indenture.

SECTION 3.2. Maintenance of Office or Agency. The Issuer shall maintain in

the Borough of Manhattan, The City of New York, an office or agency where Notes

may be surrendered for registration of transfer or exchange, and where notices

and demands to or upon the Issuer in respect of the Notes and this Indenture may

be served. The Issuer hereby initially appoints the Securities Administrator to

serve as its agent for the foregoing purposes. The Issuer shall give prompt

written notice to the Indenture Trustee and the Securities Administrator of the

location, and of any change in the location, of any such office or agency. If,

at any time, the Issuer shall fail to maintain any such office or agency or

shall fail to furnish the Indenture Trustee and the Securities Administrator

with the address thereof, such surrenders, notices and demands may be made or

served at the Corporate Trust Office of the Securities Administrator, and the

Issuer hereby appoints the Securities Administrator as its agent to receive all

such surrenders, notices and demands.

SECTION 3.3. Money for Payments To Be Held in Trust. (a) As provided in

Sections 8.2 and 5.4(b), all payments of amounts due and payable with respect to

any Notes that are to be made from amounts withdrawn from the Trust Accounts

shall be made on behalf of the Issuer by the Securities Administrator or by

another Note Paying Agent, and no amounts so withdrawn from the Trust Accounts

for payments of Notes shall be paid over to the Issuer, except as provided in

this Section 3.3.

(b) On or before the Business Day preceding each Payment Date and

Prepayment Date, the Issuer shall deposit or cause to be deposited in the

Collection Account an aggregate sum sufficient to pay the amounts then becoming

due under the Notes, such sum to be held in trust for the benefit of the Persons

entitled thereto, and (unless the Note Paying Agent is the Indenture Trustee)

shall promptly notify the Indenture Trustee and (unless the Note Paying Agent is

the Securities Administrator) the Securities Administrator of its action or

failure so to act.

(c) The Issuer shall cause each Note Paying Agent other than the Indenture

Trustee or the Securities Administrator to execute and deliver to the Indenture

Trustee an instrument in which such Note Paying Agent shall agree with the

Indenture Trustee (and if the Indenture Trustee or the Securities Administrator

acts as Note Paying Agent, it hereby so agrees), subject to the provisions of

this Section 3.3, that such Note Paying Agent shall:

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(i) hold all sums held by it for the payment of amounts due with

respect to the Notes or under the Interest Rate Swap Agreements in trust

for the benefit of the Persons entitled thereto until such sums shall be

paid to such Persons or otherwise disposed of as herein provided and pay

such sums to such Persons as herein provided;

(ii) give the Indenture Trustee, the Counterparties and the Securities

Administrator notice of any default by the Issuer (or any other obligor

upon the Notes) of which it has actual knowledge in the making of any

payment required to be made with respect to the Notes or under the Interest

Rate Swap Agreements, as applicable;

(iii) at any time during the continuance of any such default, upon the

written request of the Indenture Trustee, forthwith pay to the Indenture

Trustee all sums so held in trust by such Note Paying Agent;

(iv) immediately resign as a Note Paying Agent and forthwith pay to

the Indenture Trustee all sums held by it in trust for the payment of Notes

or under the Interest Rate Swap Agreements, as applicable, if at any time

it ceases to meet the standards required to be met by a Note Paying Agent

at the time of its appointment; and

(v) comply with all requirements of the Code and any State or local

tax law with respect to the withholding from any payments made by it on any

Notes or under the Interest Rate Swap Agreements, as applicable, of any

applicable withholding taxes imposed thereon and with respect to any

applicable reporting requirements in connection therewith.

(d) The Issuer may at any time, for the purpose of obtaining the

satisfaction and discharge of this Indenture or for any other purpose, by Issuer

Order direct any Note Paying Agent to pay to the Indenture Trustee all sums held

in trust by such Note Paying Agent, such sums to be held by the Indenture

Trustee upon the same trusts as those upon which the sums were held by such Note

Paying Agent; and upon such payment by any Note Paying Agent to the Indenture

Trustee, such Note Paying Agent shall be released from all further liability

with respect to such money.

(e) Subject to applicable laws with respect to escheat of funds, any money

held by the Indenture Trustee or any Note Paying Agent in trust for the payment

of any amount due with respect to any Note and remaining unclaimed for two years

after such amount has become due and payable shall be discharged from such trust

and be paid to the Issuer on Issuer Request; and the Noteholder of such Note

shall thereafter, as an unsecured general creditor, look only to the Issuer for

payment thereof (but only to the extent of the amounts so paid to the Issuer),

and all liability of the Indenture Trustee or such Note Paying Agent with

respect to such trust money shall thereupon cease; provided, however, that the

Indenture Trustee or such Note Paying Agent, before being required to make any

such repayment, shall at the expense and written direction of the Issuer cause

to be published once, in a newspaper published in the English language,

customarily published on each Business Day and of general circulation in The

City of New York, notice that such money remains unclaimed and that, after a

date specified therein, which shall not be less than 30 days from the date of

such publication, any unclaimed balance of such money then remaining shall be

repaid to the Issuer. The Indenture Trustee shall also adopt and employ,

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at the expense and written direction of the Issuer, any other reasonable means

of notification of such repayment (including mailing notice of such repayment to

Noteholders whose Notes have been called but have not been surrendered for

redemption or whose right to or interest in monies due and payable but not

claimed is determinable from the records of the Indenture Trustee or of any Note

Paying Agent, at the last address of record for each such Noteholder).

SECTION 3.4. Existence. The Issuer shall keep in full effect its

existence, rights and franchises as a statutory trust under the laws of the

State of Delaware (unless it becomes, or any successor Issuer hereunder is or

becomes, organized under the laws of any other State or of the United States of

America, in which case the Issuer shall keep in full effect its existence,

rights and franchises under the laws of such other jurisdiction) and shall

obtain and preserve its qualification to do business in each jurisdiction in

which such qualification is or shall be necessary to protect the validity and

enforceability of this Indenture, the Notes, the Collateral and each other

instrument or agreement included in the Indenture Trust Estate, including all

licenses required under (i) the Maryland Vehicle Sales Finance Act or (ii) the

Pennsylvania Motor Vehicle Sales Finance Act in connection with this Indenture

and the other Basic Documents and the transactions contemplated hereby and

thereby until such time as the Trust shall terminate in accordance with the

terms of this Indenture and the Trust Agreement.

SECTION 3.5. Protection of Indenture Trust Estate. (a) The Issuer intends

the security interest Granted pursuant to this Indenture in favor of the

Indenture Trustee on behalf of the Noteholders to be prior to all other liens in

respect of the Indenture Trust Estate, and the Trust shall take all actions

necessary to obtain and maintain, for the benefit of the Indenture Trustee on

behalf of the Noteholders, a first lien on and a first priority, perfected

security interest in the Indenture Trust Estate. The Issuer shall from time to

time execute and deliver all such supplements and amendments hereto and all such

financing statements, continuation statements, instruments of further assurance

and other instruments, and shall take such other action necessary or advisable

to:

(i) maintain or preserve the lien and security interest (and the

priority thereof) of this Indenture or carry out more effectively the

purposes hereof;

(ii) perfect, publish notice of or protect the validity of any Grant

made or to be made by this Indenture;

(iii) enforce any of the Collateral; or

(iv) preserve and defend title to the Indenture Trust Estate and the

rights of the Indenture Trustee, the Counterparties and the Noteholders in

such Indenture Trust Estate against the claims of all Persons.

(b) The Issuer hereby represents and warrants that, as to the Collateral

pledged to the Indenture Trustee for the benefit of the Noteholders, on the

Closing Date:

(i) the Indenture creates a valid and continuing security interest (as

defined in the applicable UCC) in the Collateral that is in existence in

favor of the Indenture Trustee, which security interest is prior to all

other liens, and is enforceable as such as against creditors of and

purchasers from the Issuer;

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(ii) the Receivables constitute "tangible chattel paper" under the

applicable UCC;

(iii) the Issuer owns and has good and marketable title to such

Collateral free and clear of any Liens of any Person, other than the

interest Granted under this Indenture;

(iv) the Issuer has acquired its ownership in such Collateral in good

faith without notice of any adverse claim;

(v) the Trust Accounts are not in the name of any Person other than

the Indenture Trustee or the Securities Administrator, on behalf of the

Indenture Trustee, and the Issuer has not consented to the bank maintaining

the Trust Accounts to comply with the instructions of any Person other than

the Indenture Trustee or the Securities Administrator;

(vi) the Issuer has not assigned, pledged, sold, granted a security

interest in or otherwise conveyed any interest in such Collateral (or, if

any such interest has been assigned, pledged or otherwise encumbered, it

has been released) other than interests Granted pursuant to this Indenture;

(vii) the Issuer has caused or will have caused, within ten days after

the Closing Date, the filing of all appropriate financing statements in the

proper filing office in the appropriate jurisdiction under applicable law

in order to perfect the security interest Granted hereunder in the

Receivables;

(viii) other than its Granting hereunder, the Issuer has not Granted

such Collateral, the Issuer has not authorized the filing of and is not

aware of any financing statements against the Issuer that include a

description of such Collateral other than the financing statement in favor

of the Indenture Trustee, and the Issuer is not aware of any judgment or

tax lien filing against it; and

(ix) the information relating to such Collateral set forth in the

Schedule of Receivables (attached hereto as Schedule A) is correct.

SECTION 3.6. Opinions as to Indenture Trust Estate.

(a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee

and the Securities Administrator an Opinion of Counsel either stating that, in

the opinion of such counsel, such action has been taken with respect to the

recording and filing of this Indenture, any indentures supplemental hereto, and

any other requisite documents, and with respect to the execution and filing of

any financing statements and continuation statements, as are necessary to

perfect and make effective the lien and security interest of this Indenture and

reciting the details of such action, or stating that, in the opinion of such

counsel, no such action is necessary to make such lien and security interest

effective.

(b) On or before March 30 in each calendar year, beginning on March 30,

2008, the Master Servicer, on behalf of the Issuer, shall furnish to the

Administrator and the Securities Administrator an Opinion of Counsel either

stating that, in the opinion of such counsel, such

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action has been taken with respect to the recording, filing, re-recording and

refiling of this Indenture, any indentures supplemental hereto and any other

requisite documents and with respect to the execution and filing of any

financing statements and continuation statements and any other action that may

be required by law as is necessary to maintain the lien and security interest

created by this Indenture and reciting the details of such action or stating

that in the opinion of such counsel no such action is necessary to maintain such

lien and security interest. Such Opinion of Counsel shall also describe the

recording, filing, re-recording and refiling of this Indenture, any indentures

supplemental hereto and any other requisite documents and the execution and

filing of any financing statements and continuation statements that shall, in

the opinion of such counsel, be required to maintain the lien and security

interest of this Indenture until March 30 in the following calendar year.

SECTION 3.7. Performance of Obligations; Servicing of Receivables.

(a) The Issuer shall not take any action and shall use its best efforts not

to permit any action to be taken by others that would release any Person from

any of such Person's material covenants or obligations under any instrument or

agreement included in the Indenture Trust Estate or that would result in the

amendment, hypothecation, subordination, termination or discharge of, or impair

the validity or effectiveness of, any such instrument or agreement, except as

expressly provided in this Indenture and the other Basic Documents.

(b) The Issuer may contract with other Persons to assist it in performing

its duties under this Indenture, and any performance of such duties by a Person

identified to the Indenture Trustee and the Securities Administrator in an

Officer's Certificate of the Issuer shall be deemed to be action taken by the

Issuer. Initially, the Issuer has contracted with the Master Servicer, the

Administrator and the Owner Trustee to assist the Issuer in performing its

duties under this Indenture.

(c) The Issuer shall punctually perform and observe all of its obligations

and agreements contained in this Indenture, the other Basic Documents and in the

instruments and agreements included in the Indenture Trust Estate, including

filing or causing to be filed all financing statements and continuation

statements required to be filed under the UCC by the terms of this Indenture and

the Sale and Servicing Agreement in accordance with and within the time periods

provided for herein and therein. Except as otherwise expressly provided therein,

the Issuer shall not waive, amend, modify, supplement or terminate any Basic

Document or any provision thereof without the consent of the Indenture Trustee

and the Noteholders of Notes evidencing not less than a majority of the

principal amount of each Class of Notes then Outstanding, voting separately and

if such action would materially adversely affect a Counterparty, without the

consent of such Counterparty. For the avoidance of doubt, and notwithstanding

anything in this Indenture to the contrary, the Trust Agreement may be amended

from time to time by the Depositor and the Owner Trustee, with prior written

notice to the Rating Agencies and the Indenture Trustee and with the consent of

holders of all of the Certificates but without the consent of any Noteholder, to

create one or more classes of certificates and amend the rights of the

then-current Certificates; provided that an Opinion of Counsel shall be

furnished to the Indenture Trustee, the Owner Trustee and the Securities

Administrator to the effect that such amendment (A) will not materially

adversely affect the federal income taxation of any outstanding Note or

Certificate (unless the holder thereof consents to such new treatment) and

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(B) will not cause the Issuer to be treated as an association (or publicly

traded partnership) taxable as a corporation for federal income tax purposes.

(d) If the Issuer shall have knowledge of the occurrence of an Event of

Servicing Termination under the Sale and Servicing Agreement, the Issuer shall

promptly notify the Indenture Trustee, the Securities Administrator, the

Counterparties and the Rating Agencies thereof and shall specify in such notice

the action, if any, the Issuer is taking in respect of such default. If an Event

of Servicing Termination shall arise from the failure of the Master Servicer to

perform any of its duties or obligations under the Sale and Servicing Agreement

with respect to the Receivables, the Issuer shall take all reasonable steps

available to it to remedy such failure.

(e) As promptly as possible after the giving of notice of termination to

the Master Servicer of the Master Servicer's rights and powers pursuant to

Section 7.1 of the Sale and Servicing Agreement or the Master Servicer's

resignation in accordance with the terms of the Sale and Servicing Agreement,

the Issuer shall (subject to the rights of the Indenture Trustee to direct such

appointment pursuant to Section 7.1 of the Sale and Servicing Agreement)

promptly appoint a Successor Master Servicer meeting the requirements of the

Sale and Servicing Agreement, and such Successor Master Servicer shall accept

its appointment by a written assumption in a form acceptable to the Indenture

Trustee and the Securities Administrator. In the event that a Successor Master

Servicer has not been appointed and has not accepted its appointment at the time

when the Master Servicer ceases to act as Master Servicer, the Securities

Administrator (so long as the Person serving as the Securities Administrator is

not also the Master Servicer) and otherwise the Indenture Trustee, without

further action shall automatically be appointed the Successor Master Servicer.

If the Indenture Trustee shall be legally unable to act as Successor Master

Servicer, the Indenture Trustee may appoint, or petition a court of competent

jurisdiction to appoint, a Successor Master Servicer. The Securities

Administrator or the Indenture Trustee, as the case may be, may resign as the

Master Servicer by giving written notice of such resignation to the Issuer and

in such event shall be released from such duties and obligations, such release

not to be effective until the date a new master servicer enters into a servicing

agreement with the Issuer as provided below. In the case of either the

appointment of the Securities Administrator or Indenture Trustee (or any

Affiliate as provided below) as Successor Master Servicer, or resignation of the

Securities Administrator or Indenture Trustee as Master Servicer, the Securities

Administrator or Indenture Trustee, as applicable, shall provide to the

Depositor, in writing, such information as reasonably requested by the Depositor

to comply with its reporting obligation under the Exchange Act with respect to a

Successor Master Servicer or the resignation of the Master Servicer. Upon

delivery of any such notice to the Issuer, the Issuer shall promptly obtain a

new master servicer as the Successor Master Servicer under the Sale and

Servicing Agreement. Any Successor Master Servicer (other than the Securities

Administrator or the Indenture Trustee or an Affiliate thereof) shall (i) be an

established financial institution having a net worth of not less than

$100,000,000 and whose regular business shall include the servicing of

automobile receivables and whose appointment as Successor Master Servicer

satisfies the Rating Agency Condition, (ii) enter into a servicing agreement

with the Issuer having substantially the same provisions as the provisions of

the Sale and Servicing Agreement applicable to its predecessor Master Servicer

and (iii) shall provide to the Depositor, in writing, such information as

reasonably required by the Depositor to comply with its reporting obligation

under the Exchange Act with respect to a Successor Master Servicer. If, within

30 days after the delivery of the notice referred to above, the Issuer shall not

have obtained such a

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new master servicer, the Indenture Trustee may appoint, or may petition a court

of competent jurisdiction to appoint, a Successor Master Servicer. In connection

with any such appointment, the Indenture Trustee may make such arrangements for

the compensation of such successor as it and such successor shall agree, subject

to the limitations set forth below and in the Sale and Servicing Agreement, and,

in accordance with Section 7.2 of the Sale and Servicing Agreement, the Issuer

shall enter into an agreement with such successor for the servicing of the

Receivables (such agreement to be in form and substance satisfactory to all

parties to the Sale and Servicing Agreement). Notwithstanding anything herein or

in the Sale and Servicing Agreement to the contrary, in no event shall either

the Indenture Trustee or the Securities Administrator be liable for any

Servicing Fee or for any differential in the amount of the Servicing Fee paid

hereunder and the amount necessary to induce any Successor Master Servicer to

act as Successor Master Servicer under the Basic Documents and the transactions

set forth or provided for therein. If either the Securities Administrator or the

Indenture Trustee shall succeed to the Master Servicer's duties as master

servicer of the Receivables as provided herein, it shall do so in its individual

capacity and not in its capacity as Securities Administrator or Indenture

Trustee, as the case may be, and, accordingly, the provisions of Article VI

hereof shall be inapplicable to the Securities Administrator or the Indenture

Trustee in its duties as the successor to the Master Servicer and the servicing

of the Receivables. In case the Securities Administrator or the Indenture

Trustee shall become successor to the Master Servicer under the Sale and

Servicing Agreement, the Securities Administrator or the Indenture Trustee, as

the case may be, shall entitled to appoint as Master Servicer any one of its

Affiliates; provided that the Securities Administrator or the Indenture Trustee,

in its capacity as the Master Servicer, shall be fully liable for the actions

and omissions of such Affiliate in such capacity as Successor Master Servicer.

(f) Upon any termination of the Master Servicer's rights and powers

pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify

the Indenture Trustee and the Securities Administrator in writing. As soon as a

Successor Master Servicer is appointed by the Issuer, the Issuer shall notify

the Indenture Trustee and the Securities Administrator in writing of such

appointment, specifying in such notice the name and address of such Successor

Master Servicer.

(g) Without derogating from the absolute nature of the assignment granted

to the Indenture Trustee under this Indenture or the rights of the Indenture

Trustee hereunder, the Issuer hereby agrees that it shall not, without the prior

written consent of the Indenture Trustee or the Noteholders of Notes evidencing

not less than a majority in principal amount of the Notes Outstanding, amend,

modify, waive, supplement, terminate or surrender, or agree to any amendment,

modification, supplement, termination, waiver or surrender of, the terms of any

Collateral (except to the extent otherwise provided in the Sale and Servicing

Agreement or the other Basic Documents).

SECTION 3.8. Negative Covenants. So long as any Notes are Outstanding, the

Issuer shall not:

(i) except as expressly permitted by this Indenture, the Trust

Agreement or the Sale and Servicing Agreement, sell, transfer, exchange or

otherwise dispose of any of the properties or assets of the Issuer,

including those included in the Indenture Trust Estate;

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(ii) claim any credit on, or make any deduction from the principal or

interest payable in respect of, the Notes (other than amounts properly

withheld from such payments under the Code) or assert any claim against any

present or former Noteholder by reason of the payment of the taxes levied

or assessed upon the Trust or the Indenture Trust Estate;

(iii) dissolve or liquidate in whole or in part;

(iv) (A) permit the validity or effectiveness of this Indenture to be

impaired, or permit the lien of this Indenture to be amended, hypothecated,

subordinated, terminated or discharged, or permit any Person to be released

from any covenants or obligations with respect to the Notes under this

Indenture except as may be expressly permitted hereby, (B) permit any lien,

excise, claim, mortgage or other encumbrance (other than the lien of this

Indenture) to be created on or extend to or otherwise arise upon or burden

the assets of the Issuer, including those included in the Indenture Trust

Estate, or any part thereof or any interest therein or the proceeds thereof

(other than tax liens, mechanics' liens and other liens that arise by

operation of law, in each case on any of the Financed Vehicles and arising

solely as a result of an action or omission of the related Obligor) or (C)

permit the lien of this Indenture not to constitute a valid first priority

(other than with respect to any such tax, mechanics' or other lien)

security interest in the Indenture Trust Estate.

SECTION 3.9. Annual Statement as to Compliance. The Issuer shall deliver

to the Administrator, Master Servicer and the Securities Administrator, within

120 days after the end of each calendar year, an Officer's Certificate stating,

as to the Authorized Officer signing such Officer's Certificate, that:

(i) a review of the activities of the Issuer during such year and of

its performance under this Indenture has been made under such Authorized

Officer's supervision; and

(ii) to the best of such Authorized Officer's knowledge, based on such

review, the Issuer has complied in all material respects with all

conditions and covenants under this Indenture throughout such year (or

since the Closing Date in the case of the first such Officer's

Certificate), or, if there has been a default in any material respect in

its compliance with any such condition or covenant, specifying each such

default known to such Authorized Officer and the nature and status thereof.

SECTION 3.10. Issuer May Consolidate, etc., Only on Certain Terms. (a) The

Issuer shall not consolidate or merge with or into any other Person, unless:

(i) the Person (if other than the Issuer) formed by or surviving such

consolidation or merger shall be a Person organized and existing under the

laws of the United States of America or any State and shall expressly

assume, by an indenture supplemental hereto, executed and delivered to the

Indenture Trustee and the Securities Administrator, in form satisfactory to

the Indenture Trustee and the Securities Administrator, the due and

punctual payment of the principal of and interest on all Notes

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and the performance or observance of every agreement and covenant of this

Indenture on the part of the Issuer to be performed or observed, all as

provided herein;

(ii) immediately after giving effect to such transaction, no Default

or Event of Default shall have occurred and be continuing;

(iii) the Rating Agency Condition shall have been satisfied with

respect to such transaction;

(iv) the Issuer shall have received an Opinion of Counsel (and shall

have delivered copies thereof to the Indenture Trustee and the Securities

Administrator) to the effect that such transaction will not have any

material adverse tax consequence to the Issuer, any Noteholder, the

Counterparties or any Certificateholder;

(v) any action that is necessary to maintain the lien and security

interest created by this Indenture shall have been taken; and

(vi) the Issuer shall have delivered to the Indenture Trustee and the

Securities Administrator an Officer's Certificate and an Opinion of Counsel

each stating that such consolidation or merger and such supplemental

indenture comply with this Article III and that all conditions precedent

herein provided for relating to such transaction have been complied with

(including any filing required by the Exchange Act).

(b) Other than as specifically contemplated by the Basic Documents, the

Issuer shall not convey or transfer any of its properties or assets, including

those included in the Indenture Trust Estate, to any Person, unless:

(i) the Person that acquires by conveyance or transfer the properties

and assets of the Issuer the conveyance or transfer of which is hereby

restricted shall (A) be a United States citizen or a Person organized and

existing under the laws of the United States of America or any State, (B)

expressly assumes, by an indenture supplemental hereto, executed and

delivered to the Indenture Trustee and the Securities Administrator, in

form satisfactory to the Indenture Trustee and the Securities

Administrator, the due and punctual payment of the principal of and

interest on all Notes and the performance or observance of every agreement

and covenant of this Indenture on the part of the Issuer to be performed or

observed, all as provided herein, (C) expressly agrees by means of such

supplemental indenture that all right, title and interest so conveyed or

transferred shall be subject and subordinate to the rights of Noteholders,

(D) unless otherwise provided in such supplemental indenture, expressly

agrees to indemnify, defend and hold harmless the Issuer against and from

any loss, liability or expense arising under or related to this Indenture

and the Notes, and (E) expressly agrees by means of such supplemental

indenture that such Person (or if a group of Persons, then one specified

Person) shall make all filings, if any, with the Commission (and any other

appropriate Person) required by the Exchange Act in connection with the

Notes;

(ii) immediately after giving effect to such transaction, no Default

or Event of Default shall have occurred and be continuing;

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(iii) the Rating Agency Condition shall have been satisfied with

respect to such transaction;

(iv) the Issuer shall have received an Opinion of Counsel (and shall

have delivered copies thereof to the Indenture Trustee and the Securities

Administrator) to the effect that such transaction will not have any

material adverse tax consequence to the Issuer, the Counterparties, any

Noteholder or any Certificateholder;

(v) any action that is necessary to maintain the lien and security

interest created by this Indenture shall have been taken; and

(vi) the Issuer shall have delivered to the Indenture Trustee and the

Securities Administrator an Officer's Certificate and an Opinion of Counsel

each stating that such conveyance or transfer and such supplemental

indenture comply with this Article III and that all conditions precedent

herein provided for relating to such transaction have been complied with

(including any filing required by the Exchange Act).

SECTION 3.11. Successor or Transferee. (a) Upon any consolidation or

merger of the Issuer in accordance with Section 3.10(a), the Person formed by or

surviving such consolidation or merger (if other than the Issuer) shall succeed

to, and be substituted for, and may exercise every right and power of, the

Issuer under this Indenture with the same effect as if such Person had been

named as the Issuer herein.

(b) Upon a conveyance or transfer of all the assets and properties of the

Issuer pursuant to Section 3.10(b), the Issuer shall be released from every

covenant and agreement of this Indenture to be observed or performed on the part

of the Issuer with respect to the Notes immediately upon the delivery of written

notice to the Indenture Trustee and the Securities Administrator stating that

the Issuer is to be so released.

SECTION 3.12. No Other Business. The Issuer shall not engage in any

business other than financing, acquiring, owning and pledging the Receivables in

the manner contemplated by this Indenture and the other Basic Documents and

activities incidental thereto.

SECTION 3.13. No Borrowing. The Issuer shall not issue, incur, assume,

guarantee or otherwise become liable, directly or indirectly, for any

indebtedness except for the Notes and the Certificates.

SECTION 3.14. Master Servicer's Obligations. The Issuer shall cause the

Master Servicer to comply with the Sale and Servicing Agreement, including

without limitation, Sections 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14 and 4.7 and

Article VI thereof.

SECTION 3.15. Guarantees, Loans, Advances and Other Liabilities. Except as

contemplated by this Indenture and the other Basic Documents, the Issuer shall

not make any loan or advance or credit to, or guarantee (directly or indirectly

or by an instrument having the effect of assuring another's payment or

performance on any obligation or capability of so doing or otherwise), endorse

or otherwise become contingently liable, directly or indirectly, in connection

with the obligations, stocks or dividends of, or own, purchase, repurchase or

acquire

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(or agree contingently to do so) any stock, obligations, assets or securities

of, or any other interest in, or make any capital contribution to, any other

Person.

SECTION 3.16. Capital Expenditures. The Issuer shall not make any

expenditure (by long-term or operating lease or otherwise) for capital assets

(either realty or personalty).

SECTION 3.17. Further Instruments and Acts. Upon request of the Indenture

Trustee or the Securities Administrator, the Issuer shall execute and deliver

such further instruments and do such further acts as may be reasonably necessary

or proper to carry out more effectively the purpose of this Indenture.

SECTION 3.18. Restricted Payments. The Issuer shall not, directly or

indirectly, (i) make any distribution (by reduction of capital or otherwise),

whether in cash, property, securities or a combination thereof, to the Owner

Trustee or any owner of a beneficial interest in the Issuer or otherwise with

respect to any ownership or equity interest or security in or of the Issuer or

to the Master Servicer, (ii) redeem, purchase, retire or otherwise acquire for

value any such ownership or equity interest or security or (iii) set aside or

otherwise segregate any amounts for any such purpose; provided, however, that

the Issuer may make, or cause to be made, payments to the Master Servicer, the

Receivables Servicer, the Owner Trustee, the Indenture Trustee, the Securities

Administrator, the Administrator, the Noteholders and the Certificateholders as

contemplated by, and to the extent funds are available for such purpose under,

this Indenture and the other Basic Documents. The Issuer shall not, directly or

indirectly, make payments to or distributions from the Collection Account or the

Principal Distribution Account except in accordance with this Indenture and the

other Basic Documents.

SECTION 3.19. Notice of Events of Default. The Issuer shall give the

Indenture Trustee, the Securities Administrator, the Counterparties and the

Rating Agencies prompt written notice of each Event of Default and Default

hereunder and of each default on the part of any party to the Sale and Servicing

Agreement with respect to any of the provisions thereof.

SECTION 3.20. Issuer's Obligations under each ISDA Master Agreement.

(a) Replacement and Termination of each ISDA Master Agreement. Upon the

occurrence of a Collateralization Event (as defined in the ISDA Master

Agreement), the Securities Administrator shall set up an Eligible Deposit

Account to hold cash or other eligible investments pledged under such ISDA

Credit Support Annex. Any cash or other eligible investments pledged under an

ISDA Credit Support Annex shall not be part of the Collection Account unless

they are applied in accordance with such ISDA Credit Support Annex to make a

payment due to the Issuer pursuant to any Interest Rate Swap Agreement. Upon a

reduction of the Swap Counterparty's Threshold (as defined in the ISDA Master

Agreement) to zero, the Securities Administrator shall (i) demand delivery of

the Delivery Amount (as defined in the ISDA Master Agreement) from the Swap

Counterparty on each Valuation Date (as defined in the ISDA Master Agreement),

if applicable, (ii) deliver to the Swap Counterparty the Return Amount (as

defined in the ISDA Master Agreement) on each Valuation Date, if applicable, as

well as Distributions and the Interest Amount (each as defined in the ISDA

Master Agreement), to the extent required under the ISDA Master Agreement and

(iii) take such other action required under the ISDA Master Agreement. If

Eligible Collateral with a Value (as defined in the ISDA

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Master Agreement) equal to the Delivery Amount is not delivered to Securities

Administrator by the Swap Counterparty, the Securities Administrator shall

notify the Swap Counterparty of such failure.

(b) Following an ISDA Event of Default or ISDA Termination Event for which

the Issuer has the right to designate an Early Termination Date (as such terms

are defined in the related ISDA Master Agreement), the Issuer shall consult with

an independent investment bank (which may include the Representative) as to

whether it will designate an Early Termination Date. Upon the termination of any

Interest Rate Swap Agreement, the Issuer shall use its reasonable best efforts

to enforce the rights of the Issuer and the Indenture Trustee thereunder as may

be permitted by the terms of the related ISDA Master Agreement and consistent

with the terms hereof, and shall apply the proceeds of any such efforts to enter

into replacement fixed/floating swaps with another Counterparty such that each

of the Rating Agencies shall have given prior written confirmation to the Issuer

that such Rating Agency shall not reduce or withdraw its then current rating of

any of the Notes. To the extent such replacement fixed/floating swap can be

entered into, any termination payments received by the Issuer in respect of the

terminated fixed/floating swap shall be used, to the extent necessary, by the

Issuer for the purpose of entering into such replacement fixed/floating swap.

Following a failure of Merrill Lynch Capital Services, Inc. to make the due and

punctual payment of any and all amounts payable by Merrill Lynch Capital

Services, Inc. under any Interest Rate Swap Agreement, including, in case of

default, interest on any amount due, when and as the same shall become due and

payable, the Securities Administrator shall make a demand of the Swap Guarantor

pursuant to the Swap Guarantee.

ARTICLE IV

SATISFACTION AND DISCHARGE

SECTION 4.1. Satisfaction and Discharge of Indenture. This Indenture shall

cease to be of further effect with respect to the Notes except as to (i) rights

of registration of transfer and exchange, (ii) substitution of mutilated,

destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments

of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8,

3.10, 3.12, 3.13 and 3.17, (v) the rights, obligations, protections and

immunities of the Indenture Trustee and the Securities Administrator hereunder

(including the rights of the Indenture Trustee under Section 6.7, the rights of

the Securities Administrator under Section 6.18 and the obligations of the

Securities Administrator under Section 4.3), and (vi) the rights of Noteholders

and the Counterparties as beneficiaries hereof with respect to the property so

deposited with the Indenture Trustee or the Securities Administrator payable to

all or any of them, and the Indenture Trustee, on demand of and at the expense

of the Issuer, shall execute proper instruments acknowledging satisfaction and

discharge of this Indenture with respect to the Notes, when:

(A) either:

(1) all Notes theretofore authenticated and delivered (other

than (i) Notes that have been destroyed, lost or stolen and that

have been

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replaced or paid as provided in Section 2.6 and (ii) Notes for

whose payment money has theretofore been deposited in trust or

segregated and held in trust by the Issuer and thereafter repaid

to the Issuer or discharged from such trust, as provided in

Section 3.3) have been delivered to the Securities Administrator

for cancellation; or

(2) all Notes not theretofore delivered to the Securities

Administrator for cancellation have become due and payable and

the Issuer has irrevocably deposited or caused to be irrevocably

deposited with the Securities Administrator cash or direct

obligations of or obligations guaranteed by the United States of

America (which will mature prior to the date such amounts are

payable), in trust for such purpose, in an amount sufficient

without reinvestment to pay and discharge the entire indebtedness

on such Notes not theretofore delivered to the Securities

Administrator for cancellation when due to the applicable Final

Scheduled Payment Date or Prepayment Date (if Notes shall have

been called for prepayment pursuant to Section 10.1), as the case

may be, and all fees due and payable to the Securities

Administrator;

(B) the Issuer has paid or caused to be paid all other sums

payable hereunder and under any of the other Basic Documents

(including amounts due and payable under the Interest Rate Swap

Agreements) by the Issuer; and

(C) the Issuer has delivered to the Indenture Trustee and the

Securities Administrator an Officer's Certificate, an Opinion of

Counsel and (if required by the TIA or the Indenture Trustee or the

Securities Administrator) an Independent Certificate from a firm of

certified public accountants, each meeting the applicable requirements

of Section 11.1(a) and, subject to Section 11.2, each stating that all

conditions precedent herein provided for relating to the satisfaction

and discharge of this Indenture have been complied with.

Upon the satisfaction and discharge of the Indenture pursuant to this

Section 4.1, at the request of the Owner Trustee, the Securities Administrator

shall deliver to the Owner Trustee a certificate of a Securities Administrator

Officer stating that all Noteholders have been paid in full and stating whether,

to the best knowledge of such Securities Administrator Officer, any claims

remain against the Issuer in respect of the Indenture and the Notes.

SECTION 4.2. Application of Trust Money. All monies deposited with the

Securities Administrator pursuant to Section 4.1 shall be held in trust and

applied by it, in accordance with the provisions of the Notes, the Interest Rate

Swap Agreements and this Indenture, to the payment, either (i) directly or

through any Note Paying Agent, as the Securities Administrator may determine, to

the Noteholders of the particular Notes for the payment or redemption of which

such monies have been deposited with the Securities Administrator, of all sums

due and to become due thereon for principal and interest, and (ii) to each

Counterparty of all net amounts payable under the Interest Rate Swap Agreements,

subject to and in accordance with Section 8. 2(c), but such monies need not be

segregated from other funds except to the extent required herein or in the Sale

and Servicing Agreement or required by law.

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SECTION 4.3. Repayment of Monies Held by Note Paying Agent. In connection

with the satisfaction and discharge of this Indenture with respect to the Notes,

all monies then held by any Note Paying Agent other than the Securities

Administrator under the provisions of this Indenture with respect to such Notes

shall, upon demand of the Issuer, be paid to the Securities Administrator to be

held and applied according to Section 3.3 and thereupon such Note Paying Agent

shall be released from all further liability with respect to such monies.

ARTICLE V

REMEDIES

SECTION 5.1. Events of Default. "Event of Default," wherever used herein,

means the occurrence of any one of the following events (whatever the reason for

such Event of Default and whether it shall be voluntary or involuntary or be

effected by operation of law or pursuant to any judgment, decree or order of any

court or any order, rule or regulation of any administrative or governmental

body):

(i) default in the payment of any interest on any Note of the

Controlling Class when the same becomes due and payable on a Payment Date,

and such default shall continue for a period of 35 days or more; or

(ii) default in the payment of the principal of or any installment of

the principal of any Note when the same becomes due and payable; or

(iii) default in the observance or performance in any material respect

of any covenant or agreement of the Issuer made in this Indenture (other

than a covenant or agreement, a default in the observance or performance of

which is elsewhere in this Section 5.1 specifically dealt with) that

materially and adversely affects the Noteholders and such default shall

continue for a period of 30 days, after there shall have been given, by

registered or certified mail, to the Issuer by the Indenture Trustee or to

the Issuer and the Indenture Trustee by the holders of Notes evidencing not

less than 25% of the Outstanding Amount of the Controlling Class, a written

notice specifying such default and requiring it to be remedied and stating

that such notice is a "Notice of Default" hereunder; or

(iv) any representation or warranty of the Issuer made in this

Indenture or in any certificate delivered pursuant hereto or in connection

herewith proving to have been incorrect in any material respect as of the

time when the same shall have been made, and such default shall continue or

not be cured, or the circumstance or condition in respect of which such

representation or warranty was incorrect shall not have been eliminated or

otherwise cured, for a period of 30 days, after there shall have been

given, by registered or certified mail, to the Issuer by the Indenture

Trustee or to the Issuer and the Indenture Trustee by the holders of Notes

evidencing not less than 25% of the Outstanding Amount of the Controlling

Class, a written notice specifying such default and requiring it to be

remedied and stating that such notice is a "Notice of Default" hereunder;

or

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(v) the filing of a decree or order for relief by a court having

jurisdiction in the premises in respect of the Issuer or any substantial

part of the Indenture Trust Estate in an involuntary case under any

applicable federal or State bankruptcy, insolvency or other similar law now

or hereafter in effect, or appointing a receiver, liquidator, assignee,

custodian, trustee, sequestrator or similar official of the Issuer or for

any substantial part of the Indenture Trust Estate, or ordering the

winding-up or liquidation of the Issuer's affairs, and such decree or order

shall remain unstayed and in effect for a period of 60 consecutive days; or

(vi) the commencement by the Issuer of a voluntary case under any

applicable federal or State bankruptcy, insolvency or other similar law now

or hereafter in effect, or the consent by the Issuer to the entry of an

order for relief in an involuntary case under any such law, or the consent

by the Issuer to the appointment or taking possession by a receiver,

liquidator, assignee, custodian, trustee, sequestrator or similar official

of the Issuer or for any substantial part of the Indenture Trust Estate, or

the making by the Issuer of any general assignment for the benefit of

creditors, or the failure by the Issuer generally to pay its debts as such

debts become due, or the taking of any action by the Issuer in furtherance

of any of the foregoing.

The Issuer shall deliver to the Indenture Trustee and the Counterparties, within

five days after the occurrence thereof, written notice in the form of an

Officer's Certificate of any event which with the giving of notice and the lapse

of time would become an Event of Default under clause (iii) above, its status

and what action the Issuer is taking or proposes to take with respect thereto.

SECTION 5.2. Acceleration of Maturity; Rescission and Annulment. (a) If an

Event of Default should occur and be continuing, then and in every such case the

Indenture Trustee or the holders of Notes evidencing not less than a majority of

the Outstanding Amount of the Controlling Class may declare all the Notes to be

immediately due and payable, by a notice in writing to the Issuer (and to the

Indenture Trustee if given by Noteholders), and upon any such declaration the

Outstanding Amount of such Notes, together with accrued and unpaid interest

thereon through the date of acceleration, shall become immediately due and

payable.

(b) At any time after a declaration of acceleration of maturity has been

made and before a judgment or decree for payment of the amount due has been

obtained by the Indenture Trustee as hereinafter provided in this Article V, the

holders of Notes evidencing not less than a majority of the Outstanding Amount

of the Controlling Class, by written notice to the Issuer, the Counterparties

and the Indenture Trustee, may rescind and annul such declaration and its

consequences if:

(i) the Issuer has paid or deposited with the Securities Administrator

a sum sufficient to pay:

(A) all payments of principal of and interest on all Notes and

all other amounts that would then be due hereunder or upon such Notes

if the Event of Default giving rise to such acceleration had not

occurred; and

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(B) all sums paid or advanced by the Indenture Trustee or the

Indenture Trustee hereunder and the reasonable compensation, expenses

and disbursements of the Indenture Trustee, the Securities

Administrator and their agents and counsel and the reasonable

compensation, expenses and disbursements of the Owner Trustee and its

agents and counsel; and

(ii) all Events of Default, other than the nonpayment of principal of

the Notes that has become due solely by such acceleration, have been cured

or waived as provided in Section 5.12.

No such rescission shall affect any subsequent default or impair any right

consequent thereto.

SECTION 5.3. Collection of Indebtedness and Suits for Enforcement by

Indenture Trustee. (a) The Issuer covenants that if (i) there is an Event of

Default relating to the nonpayment o