INDENTURE

EXHIBIT 10.8

EXTERRAN ABS 2007 LLC

Issuer

EXTERRAN ABS LEASING 2007 LLC
Exterran ABS Lessor

and

WELLS FARGO BANK, NATIONAL ASSOCIATION
Indenture Trustee

INDENTURE

DATED AS OF AUGUST 20, 2007

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS
Section 101 Defined Terms			5
Section 102 Other Definitional Provisions			5
Section 103 Computation of Time Periods			5
Section 104 Power of Attorney			5
ARTICLE II
THE NOTES
Section 201 Authorization of Notes			6
Section 202 Form of Notes; Global Notes			6
Section 203 Execution; Recourse Obligation			8
Section 204 Certificate of Authentication			9
Section 205 Registration; Registration of Transfer and Exchange of Notes			9
Section 206 Mutilated, Destroyed, Lost and Stolen Notes			11
Section 207 Delivery, Retention and Cancellation of Notes			11
Section 208 ERISA Deemed Representations			11
Section 209 Determination of Requisite Global Majority			11
ARTICLE III
PAYMENT OF NOTES; ESTABLISHMENT OF ACCOUNTS; CONTROL REQUIREMENTS; STATEMENTS TO NOTEHOLDERS
Section 301 Principal and Interest			12
Section 302 Trust Account			12
Section 303 Investment of Monies Held in the Transaction Accounts			19
Section 304 Control			19
Section 305 Reports			19
Section 306 Records			19
Section 307 CUSIP Numbers			20
Section 308 No Claim			20
Section 309 Compliance with Withholding Requirements			20
Section 310 Tax Treatment of Notes			20
Section 311 Rights of Noteholders			20
Section 312 Collections and Allocations			20
Section 313 Purchase Account			20
ARTICLE IV
COLLATERAL
Section 401 Collateral			21
Section 402 Pro Rata Interest			22
Section 403 Indenture Trustee’s Appointment as Attorney-in-Fact; Certain Rights of Control Party			22
Section 404 Release of Security Interest			24
Section 405 Administration of Collateral			24

ARTICLE V A
REPRESENTATIONS AND WARRANTIES OF ISSUER
Section 501 Existence			25
Section 502 Authorization			25
Section 503 Due Qualification			26
Section 504 No Conflict; Legal Compliance			26
Section 505 Validity and Binding Effect			26
Section 506 Financial Statements			26
Section 507 Executive Offices			26
Section 508 No Agreements or Contracts			26
Section 509 Consents and Approvals			26
Section 510 Margin Regulations			26
Section 511 Taxes			27
Section 512 Other Regulations			27
Section 513 Solvency and Separateness			27
Section 514 Insolvency; Fraudulent Conveyance			29
Section 515 No Default			29
Section 516 No Proceedings or Injunctions			29
Section 517 Compliance with Law			29
Section 518 Title; Liens			29
Section 519 Ownership; Subsidiaries			29
Section 520 No Partnership			30
Section 521 UCC Information			30
Section 522 Security Interest Representations			30
Section 523 Ordinary Course			31
Section 524 Stamping and Storage of User Contracts			31
Section 525 Identification Marks			31
Section 526 Intellectual Property			31
Section 527 Taxpayer Identification Number			31
Section 528 Disclosure			31
ARTICLE V B
REPRESENTATION AND WARRANTIES OF EXTERRAN ABS LESSOR
Section 529 Existence			32
Section 530 Authorization			32
Section 531 Due Qualification			32
Section 532 No Conflict; Legal Compliance			32
Section 533 Validity and Binding Effect			32
Section 534 Executive Offices			32
Section 535 No Agreements or Contracts			32
Section 536 Consents and Approvals			32
Section 537 Taxes			33
Section 538 Solvency and Separateness			33
Section 539 Insolvency; Fraudulent Conveyance			34
Section 540 No Default			35
Section 541 No Proceedings or Injunctions			35
Section 542 Compliance with Law			35
Section 543 Title; Liens			35
Section 544 Ownership; Subsidiaries			35
Section 545 No Partnership			35
Section 546 UCC Information			35
Section 547 Security Interest Representations			36

Section 548 Identification Marks			36
Section 549 Intellectual Property			37
Section 550 Taxpayer Identification Number			37
Section 551 Disclosure			37
ARTICLE VI A
COVENANTS OF ISSUER
Section 601 Payment of Principal and Interest; Payment of Taxes			37
Section 602 Preservation of Name; Maintenance of Office; Jurisdiction of Formation			37
Section 603 Corporate Existence			38
Section 604 Compliance with Law			38
Section 605 Protection of Issuer Collateral			38
Section 606 Defend Title to Collateral			38
Section 607 Enforce Contract Rights			38
Section 608 Negative Covenants Regarding Issuer Collateral (including Related Documents)			38
Section 609 Non-Consolidation of the Issuer			39
Section 610 No Bankruptcy Petition			40
Section 611 Liens			40
Section 612 Other Debt			40
Section 613 Guarantees, Loans, Advances and Other Liabilities			41
Section 614 Consolidation, Merger and Sale of Assets			41
Section 615 Other Agreements			41
Section 616 Organizational Documents			41
Section 617 Capital Expenditures			41
Section 618 Permitted Activities; Compliance with Organizational Documents			41
Section 619 Investment Company Act			42
Section 620 Payments of Collateral			42
Section 621 [Reserved]			42
Section 622 Notices			42
Section 623 Books and Records			42
Section 624 Taxes			42
Section 625 Subsidiaries			43
Section 626 Investments			43
Section 627 Use of Proceeds			43
Section 628 Asset Base Certificate			43
Section 629 Financial Statements			43
Section 630 Rule 144A Information			43
Section 631 Hedging Requirements			43
Section 632 Separate Identity			45
Section 633 Annual Perfection Opinion			45
Section 634 Identification Marks			45
Section 635 Storage and Maintenance of Contract Files			45
Section 636 Use of Owner Compressors			45
Section 637 Maintenance and Repair of Owner Compressors			45
Section 638 Alterations			46
Section 639 User Contracts			46
Section 640 Loss, Damage or Destruction of Owner Compressors			47
Section 641 Intellectual Property Filings			47
Section 642 Fixture and Accessions			47
Section 643 Contracts with Exterran Affiliates			47
Section 644 Contracts Containing Purchase Options			47
Section 645 Sales of Owner Compressors to an Exterran Affiliate			48
Section 646 Sales of Owner Compressors to Third Parties			48
Section 647 Owner Compressors Located Outside of the United States			49

Section 648 Distributions			49
Section 649 Substitution of Owner Compressors			49
Section 650 Appraisal			50
Section 651 OFAC			50
ARTICLE VI B
COVENANTS OF EXTERRAN ABS LESSOR
Section 652 Preservation of Name; Maintenance of Office; Jurisdiction of Formation			50
Section 653 Corporate Existence			50
Section 654 Compliance with Law			50
Section 655 Protection of the Exterran ABS Lessor Collateral			50
Section 656 Defend Title to the Exterran ABS Lessor Collateral			51
Section 657 Enforce Contract Rights			51
Section 658 Negative Covenants Regarding the Exterran ABS Lessor Collateral (including Related Documents)			51
Section 659 Non-Consolidation of the Exterran ABS Lessor			52
Section 660 No Bankruptcy Petition			53
Section 661 Liens			53
Section 662 Other Debt			53
Section 663 Guarantees, Loans, Advances and Other Liabilities			53
Section 664 Consolidation, Merger and Sale of Assets			53
Section 665 Other Agreements			54
Section 666 Organizational Documents			54
Section 667 Capital Expenditures			54
Section 668 Permitted Activities; Compliance with Organizational Documents			54
Section 669 Investment Company Act			54
Section 670 Payments of the Collateral			54
Section 671 Permitted Activities; Compliance with Organizational Documents			54
Section 672 Notices			54
Section 673 Books and Records			55
Section 674 Taxes			55
Section 675 Subsidiaries			55
Section 676 Investments			55
Section 677 Separate Identity			55
Section 678 OFAC			56
ARTICLE VII
DISCHARGE OF INDENTURE; PREPAYMENTS
Section 701 Full Discharge			56
Section 702 Prepayment of Notes			56
ARTICLE VIII
DEFAULT PROVISIONS AND REMEDIES
Section 801 Event of Default			58
Section 802 Acceleration of Stated Maturity; Rescission and Annulment			61
Section 803 Collection of Indebtedness			62
Section 804 Remedies			62
Section 805 Indenture Trustee May Enforce Claims Without Possession of Notes			63
Section 806 Allocation of Money Collected			63
Section 807 Limitation on Suits			63
Section 808 Right of Holders to Receive Principal and Interest			64

Section 809 Restoration of Rights and Remedies			64
Section 810 Rights and Remedies Cumulative			64
Section 811 Delay or Omission Not Waiver			64
Section 812 Control by Requisite Global Majority			64
Section 813 Waiver of Past Defaults			64
Section 814 Undertaking for Costs			65
Section 815 Waiver of Stay or Extension Laws			65
Section 816 Sale of Collateral			65
Section 817 Action on Notes			66
Section 818 Determination of Existence of Event of Default for Purposes of Section 302(e)			66
Section 819 Notification of Each Series Enhancer and Interest Rate Hedge Provider			66
ARTICLE IX
CONCERNING THE INDENTURE TRUSTEE
Section 901 Duties of the Indenture Trustee			66
Section 902 Certain Matters Affecting the Indenture Trustee			67
Section 903 Indenture Trustee Not Liable			68
Section 904 Indenture Trustee May Own Notes			69
Section 905 Indenture Trustee’s Fees and Expenses			69
Section 906 Eligibility Requirements for the Indenture Trustee			69
Section 907 Resignation and Removal of the Indenture Trustee			69
Section 908 Successor Indenture Trustee			70
Section 909 Merger or Consolidation of the Indenture Trustee			70
Section 910 Separate Indenture Trustees, Co-Indenture Trustees and Custodians			70
Section 911 Representations and Warranties			71
Section 912 Indenture Trustee Offices			73
Section 913 Notice of Event of Default			73
Section 914 Indenture Trustee’s Application for Instructions from the Issuer			73
Section 915 Indenture Trustee’s Duties — Monthly Tape			73
ARTICLE X
SUPPLEMENTAL INDENTURES; AMENDMENTS
Section 1001 Supplemental Indentures Not Requiring Consent of Holders			74
Section 1002 Supplemental Amendment (Not Creating a New Series) with Consent of Holders			75
Section 1003 Execution of Supplemental Indentures			76
Section 1004 Effect of Supplemental Indentures			76
Section 1005 Reference in Notes to Supplemental Indentures			76
Section 1006 Issuance of Series of Notes			76
ARTICLE XI
HOLDERS LISTS
Section 1101 Indenture Trustee to Furnish Issuer Names and Addresses of Holders			78
Section 1102 Preservation of Information; Communications to Holders			78
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 1201 Compliance Certificates and Opinions			78
Section 1202 Form of Documents Delivered to Indenture Trustee			79

Section 1203 Acts of Holders			79
Section 1204 Inspection			79
Section 1205 Limitation of Rights			80
Section 1206 Severability			80
Section 1207 Notices			80
Section 1208 Consent to Jurisdiction			80
Section 1209 Captions			81
Section 1210 Governing Law			81
Section 1211 No Petition			81
Section 1212 Counterparts			81
Section 1213 WAIVER OF JURY TRIAL			81
Section 1214 Waiver of Immunity			81
Section 1215 Judgment Currency			81
Section 1216 Assignment of Rights of a Series Enhancer			82
Section 1217 Limitation on Payment			82

Exhibits

A		—		Form of Investment Letter
B		—		Form of Control Agreement
C		—		Form of Officer’s Certificate pursuant to Section 404 of the Indenture

Appendices

A		—		Master Index of Defined Terms

Schedules

1		—		Perfection Certificate – Issuer
2		—		Perfection Certificate – Exterran ABS Lessor

     This Indenture, dated as of August 20, 2007 (as amended, supplemented or otherwise modified from time to time as permitted hereby, the “Indenture”), between EXTERRAN ABS 2007 LLC, a limited liability company formed under the laws of the State of Delaware (together with its successors and permitted assigns, the “Issuer”), EXTERRAN ABS LEASING 2007 LLC, a limited liability company formed under the laws of the State of Delaware (the “Exterran ABS Lessor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as indenture trustee (together with any successor appointed in accordance with the terms hereof, the “Indenture Trustee”).

GRANTING CLAUSE

          (a) To secure the payment of all Outstanding Obligations and the performance and observance by the Issuer of all of the Issuer’s covenants and agreements contained in this Indenture and all other Related Documents (all such amounts and other obligations collectively, the “Secured Obligations”):

          The Issuer hereby grants, assigns, conveys, mortgages, pledges, hypothecates, and transfers to the Indenture Trustee for the benefit of the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider, a security interest in and to, and a continuing Lien on, all of the Issuer’s right, title and interest in, to and under the following, whether now owned or existing or hereafter created or acquired and wherever located:

          (i) All Owner Compressors, all Compressor Related Assets and all rights and remedies of the Issuer under, or with respect to, the Compressor Related Assets;

          (ii) All Securitization Collections and all amounts, revenues, Proceeds and other sums of money due or to become due, with respect to the Compressor Related Assets including, without limitation, (1) all revenues, payments and other moneys, including all insurance payments and proceeds and claims for losses due, or to become due, to the Issuer under, and all claims for damages arising out of the breach of any Compressor Related Asset; (2) the right of the Issuer to terminate, perform under, or compel performance of the terms of each Compressor Related Asset; and (3) any guarantee of, or credit support with respect to, each Compressor Related Asset and any rights of the Issuer in respect of any subcontracts or assignments permitted under the Related Documents;

          (iii) The Contribution Agreement, the Management Agreement, the Intercreditor Agreement, all Interest Rate Swap Agreements, each Lease and all other Related Documents and all of the Issuer’s rights and remedies (whether directly or as assignee) under any of the foregoing agreements;

          (iv) All Securities Accounts and Deposit Accounts, including, without limitation, the Trust Account, the Lockbox Account, the ABS Lockbox Account (if any), the Purchase Account and, for the benefit of the Noteholders and the Series Enhancer for the related Series only, any Series Account; together with all cash and cash equivalents, Money, Eligible Investments, Financial Assets, Investment Property, Securities Entitlements and other instruments or amounts credited to or deposited from time to time in any of the foregoing;

          (v) All Accounts;

          (vi) All Chattel Paper;

          (vii) All Commercial Tort Claims;

          (viii) All Contracts;

          (ix) All Documents;

          (x) All Equipment;

          (xi) All General Intangibles and all Payment Intangibles (including, if General Intangibles, all membership interests in the Exterran ABS Lessor);

          (xii) All Goods;

          (xiii) All Instruments;

          (xiv) All Intellectual Property;

          (xv) All Inventory;

          (xvi) All Investment Property (including, if Investment Property, the membership interests in the Exterran ABS Lessor);

          (xvii) All Letter-of-Credit Rights;

          (xviii) All Money;

          (xix) All Records;

          (xx) All Supporting Obligations;

          (xxi) All property of the Issuer held by the Indenture Trustee including, without limitation, all property of every description now or hereafter in the possession or custody of or in transit to the Indenture Trustee for any purpose, including, without limitation, safekeeping, collection or pledge, for the account of the Issuer, or as to which the Issuer may have any right or power (but only to the extent such property relates to the Owner Compressors and other Collateral acquired from time to time);

          (xxii) All insurance proceeds of the Owner Compressors and the other Collateral and all proceeds of the voluntary or involuntary disposition of the Owner Compressors and the other Collateral;

          (xxiii) Any and all payments made or due to the Issuer in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Owner Compressors and the other Collateral by any Governmental Authority and any other cash or non-cash receipts from the sale, exchange, collection or other disposition of the Owner Compressors and the other Collateral; and

          (xxiv) To the extent not otherwise included above, all income, payments and Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; and

          (b) To secure the payment of all Outstanding Obligations and the performance and observance by the Exterran ABS Lessor of all of the Exterran ABS Lessor’s covenants and agreements contained in this Indenture and all other Related Documents (all such amounts and other obligations collectively, the “Exterran ABS Lessor Secured Obligations”), the Exterran ABS Lessor hereby grants, assigns, conveys, mortgages, pledges, hypothecates, and transfers to the Issuer, and the Issuer hereby assigns to the Indenture Trustee for the benefit of the Noteholders, each Series Enhancer and each Interest Rate Hedge Provider, a security interest in and to, and a continuing Lien on, all of the Exterran ABS Lessor’s right, title and interest in, to and under the following, whether now owned or existing or hereafter created or acquired and wherever located:

          (i) All Owner Compressors, all Compressor Related Assets and all rights and remedies of the Exterran ABS Lessor under, or with respect to, the related Compressor Related Assets;

          (ii) The Lease;

          (iii) All amounts received or receivable under the Lease;

          (iv) All amounts, revenues, Proceeds and other sums of money due or to become due, with respect to the Compressor Related Assets including, without limitation, (1) all revenues, payments and other moneys, including all insurance payments and proceeds and claims for losses due, or to become due, to the Issuer under, and all claims for damages arising out of the breach of any Compressor Related Asset; (2) the right of the Exterran ABS Lessor to terminate, perform under, or compel performance of the terms of each Compressor Related Asset; and (3) any guarantee of, or credit support with respect to, each Compressor Related Asset and any rights of the Exterran ABS Lessor in respect of any subcontracts or assignments permitted under the Related Documents;

          (v) The Transfer Agreement, the Management Agreement, the Intercreditor Agreement, each Lease and all other Related Documents and all of the Exterran ABS Lessor’s rights and remedies (whether directly or as assignee) under any of the foregoing agreements;

          (vi) All Accounts;

          (vii) All Chattel Paper;

          (viii) All Commercial Tort Claims;

          (ix) All Contracts;

          (x) All Documents;

          (xi) All Equipment;

          (xii) All General Intangibles and all Payment Intangibles;

          (xiii) All Goods;

          (xiv) All Instruments;

          (xv) All Intellectual Property;

          (xvi) All Inventory;

          (xvii) All Investment Property;

          (xviii) All Letter-of-Credit Rights;

          (xix) All Money;

          (xx) All Records;

          (xxi) All Supporting Obligations;

          (xxii) All property of the Exterran ABS Lessor held by the Indenture Trustee including, without limitation, all property of every description now or hereafter in the possession or custody of or in transit to the Indenture Trustee for any purpose, including, without limitation, safekeeping, collection or pledge, for the account of the Issuer, or as to which the Issuer may have any right or power (but only to the extent such property relates to the Owner Compressors and other Collateral acquired from time to time);

          (xxiii) All insurance proceeds of the Owner Compressors and the other Collateral and all proceeds of the voluntary or involuntary disposition of the Owner Compressors and the other Collateral;

          (xxiv) Any and all payments made, or due to, the Exterran ABS Lessor in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Owner Compressors and the other Collateral by any Governmental Authority and any other cash or non-cash receipts from the sale, exchange, collection or other disposition of the Owner Compressors and the other Collateral; and

          (xxv) To the extent not otherwise included above, all income, payments and Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing.

All of the property described in this Granting Clause is herein collectively called the “Collateral”; Collateral described in (a) of this Granting Clause is the “Issuer Collateral” and collateral described in (b) of this Granting Clause is the “Exterran ABS Lessor Collateral.” Notwithstanding the foregoing Grant, (i) no account, instrument, chattel paper or other obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person and (ii) no User Contract in which the User is a Sanctioned Person, shall, in either instance, constitute Collateral.

     For avoidance of doubt it is expressly understood and agreed that, to the extent the UCC is revised subsequent to the date hereof such that the definition of any of the foregoing terms included in the description of Collateral is changed, the parties hereto desire that any property which is included in such changed definitions which would not otherwise be included in the foregoing grant on the date hereof be included in such grant immediately upon the effective date of such revision, it being the intention of the Issuer that the description of Collateral set forth above be construed to include the broadest range of assets. Notwithstanding the immediately preceding sentence, the foregoing grant is intended to apply immediately on the date hereof to all Collateral to the fullest extent permitted by Applicable Law regardless of whether any particular item of Collateral is currently subject to the UCC.

     The Issuer hereby irrevocably authorizes the Indenture Trustee and each Control Party at any time, and from time to time, to file, without the signature of the Issuer, in any filing office in any jurisdiction necessary or desirable to perfect the security interests and Liens granted herein or in any other Related Documents, any financing statements (including any such financing statement claiming a security interest in all assets of the Issuer), continuation statements and amendments thereto that (i) indicate or describe the Collateral regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, in the same manner as described herein or in any other manner as the Indenture Trustee or any Control Party may determine in its sole discretion is necessary or desirable to ensure the perfection of the security interests and Liens granted herein, or (ii) provide any other information required by Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Issuer is an organization, the type of organization and any organizational identification number issued to the Issuer. The Issuer agrees to furnish any such information to the Indenture Trustee or any Control Party promptly upon the request from the Indenture Trustee or such Control Party. The Issuer also ratifies its authorization for the Indenture Trustee or any Control Party to have filed in any jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof. Nothing in the foregoing shall be deemed to create an obligation of the Indenture Trustee to file any financing statements, continuation statements or amendments thereto.

     The Exterran ABS Lessor hereby irrevocably authorizes the Indenture Trustee and each Control Party at any time, and from time to time, to file, without the signature of the Exterran ABS Lessor, in any filing office in any jurisdiction necessary or desirable to perfect the security interests and Liens granted herein or in any other Related Documents, any financing statements (including any such financing statement claiming a security interest in all assets of the Exterran ABS Lessor), continuation statements and amendments thereto that (i) indicate or describe the Collateral regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, in the same manner as described herein or in any other manner as the Indenture Trustee or any Control Party may determine in its sole discretion is necessary or desirable to ensure the perfection of the security interests and Liens granted herein, or (ii) provide any other information required by Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Exterran ABS Lessor is an organization, the type of organization and any organizational identification number issued to the Exterran ABS Lessor. The Exterran ABS Lessor agrees to furnish any such information to the Indenture Trustee or any Control Party promptly upon the request from the Indenture Trustee or such Control Party. The Exterran ABS Lessor also ratifies its authorization for the Indenture Trustee or any Control Party to have filed in any jurisdiction any like

initial financing statements or amendments thereto if filed prior to the date hereof. Nothing in the foregoing shall be deemed to create an obligation of the Indenture Trustee to file any financing statements, continuation statements or amendments thereto.

ARTICLE I

DEFINITIONS

          Section 101 Defined Terms. Capitalized terms used in this Indenture shall have the meanings given to such terms in Appendix A hereto, as such Appendix may be amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions of this Indenture, and the rules of usage set forth in Appendix A shall apply to this Indenture.

          Section 102 Other Definitional Provisions. (a) With respect to any Series, all terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the related Supplement.

          (b) All terms defined in this Indenture shall have the defined meanings when used in any agreement, certificate or other document made or delivered pursuant hereto, including any Supplement, unless otherwise defined therein.

          (c) As used in this Indenture and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Indenture or in any such certificate or other document, and accounting terms partly defined in this Indenture or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under GAAP consistently applied. To the extent that the definitions of accounting terms in this Indenture or in any such certificate or other document are inconsistent with the meanings of such terms under GAAP or regulatory accounting principles, the definitions contained in this Indenture or in any such certificate or other document shall control.

          (d) With respect to any Collection Period, the “related Record Date,” the “related Determination Date,” and the “related Payment Date,” shall mean, respectively, the Record Date occurring on the last Business Day of such Collection Period and the Determination Date and Payment Date next following the end of such Collection Period.

          (e) With respect to any Series of Notes, the “related Supplement” shall mean the Supplement pursuant to which such Series of Notes is issued and the “related Series Enhancer” shall mean the Series Enhancer for such Series of Notes.

          (f) All references to the Manager’s financial statements shall mean the consolidated financial statements of the Manager and its consolidated subsidiaries.

          (g) With respect to any ratio analysis required to be performed as of the most recently completed fiscal quarter, the most recently completed fiscal quarter shall mean the most recent fiscal quarter for which financial statements were required hereunder to have been delivered.

          (h) With respect to the calculations of the ratios set forth in this Indenture, the components of such calculations are to be determined in accordance with GAAP, consistently applied, with respect to the Manager.

          Section 103 Computation of Time Periods. Unless otherwise stated in this Indenture or any Supplement issued pursuant to the terms hereof, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.”

          Section 104 Power of Attorney. The Issuer hereby appoints the Indenture Trustee as its designee for purposes of exercising any power of attorney or right granted by the Manager pursuant to the Management Agreement.

ARTICLE II

THE NOTES

          Section 201 Authorization of Notes. (a) The number of Series or Classes of Notes which may be created by this Indenture is not limited; provided, however, that, the issuance of any Series of Notes shall (i) comply with the provisions of Section 1006 hereof and (ii) not result in, or with the giving of notice or the passage of time or both would result in, the occurrence of a Trigger Event. The aggregate principal amount of Notes of each Series which may be issued, authenticated and delivered under this Indenture is not limited except as shall be set forth in any Supplement and as restricted by the provisions of this Indenture.

          (b) The Notes issuable under this Indenture shall be issued in such Series, and such Class or Classes within a Series, as may from time to time be created by Supplement pursuant to this Indenture. Each Series shall be created by a different Supplement and shall be designated, upon the face thereof, to differentiate the Notes of such Series from the Notes of any other Series. All of the Notes of a Series shall be identical except to the extent set forth in the related Supplement. The Issuer intends that each such Note shall constitute a “security” within the meaning of Article 8 of the UCC.

          (c) Upon satisfaction of and compliance with the requirements and conditions to closing set forth in the related Supplement, Notes of the Series to be executed and delivered on a particular Series Issuance Date pursuant to such related Supplement, may be executed by the Issuer and delivered to the Indenture Trustee for authentication following the execution and delivery of the related Supplement creating such Series or from time to time thereafter, and the Indenture Trustee shall authenticate and deliver Notes upon an Issuer request set forth in an Officer’s Certificate of the Issuer signed by one of its Authorized Signatories, without further action on the part of the Issuer.

          Section 202 Form of Notes; Global Notes.

          (a) Notes of any Series or Class may be issued, authenticated and delivered, at the option of the Issuer, as Public Global Notes, Rule 144A Global Notes, or Definitive Notes or as may otherwise be set forth in a Supplement, and the form of such Notes shall be substantially in the form attached as an exhibit to the related Supplement. Notes of each Series shall be dated the date of their authentication and shall bear interest at such rate, be payable as to principal, premium, if any, and interest on such date or dates, and shall contain such other terms and provisions as shall be established in the related Supplement. Except as otherwise provided in any Supplement, the Notes shall be issued in minimum denominations of $1,000,000 and in integral multiples of $1,000,000 in excess thereof; provided that, one Note of each Class may be issued in a nonstandard denomination.

          (b) If the Issuer shall choose to issue Public Global Notes or Rule 144A Global Notes, such notes shall be issued in the form of one or more Public Global Notes or one or more Rule 144A Global Notes which (i) shall represent, and shall be denominated in an aggregate amount equal to, the aggregate principal amount of all Notes to be issued hereunder, (ii) shall be delivered as one or more Notes held by the Book Entry Custodian, or, if appointed to hold such Notes as provided below, the Notes shall be registered in the name of the Depositary or its nominee, (iii) shall be substantially in the form of the exhibits attached to the related Supplement, with such changes therein as may be necessary to reflect that each such Note is a Global Note, and (iv) shall each bear a legend substantially to the effect included in the form of the exhibits attached to the related Supplement.

          (c) Notwithstanding any other provisions of this Section 202 or of Section 205, unless and until a Global Note is exchanged in whole for Definitive Notes, a Global Note may be transferred, in whole, but not in part, and in the manner provided in this Section 202, only by (i) the Depositary to a nominee of such Depositary, (ii) by a nominee of such Depositary to such Depositary or another nominee of such Depositary, (iii) by such Depositary or any such nominee to a successor Depositary selected or approved by the Issuer or to a nominee of such successor Depositary or (iv) in the manner specified in Section 202(d). The Depositary shall order the Note Registrar to authenticate and deliver any Book Entry Notes and any Global Note for each Class of Notes having an aggregate initial outstanding principal balance equal to the initial outstanding balance of such Class. Note Owners shall hold their respective Ownership Interests in and to such Notes through the book-entry facilities of the

Depositary. Without limiting the foregoing, any Note Owners shall hold their respective Ownership Interests, if any, in Public Global Notes only through Depositary Participants.

          (d) If (i) the Issuer elects to issue Definitive Notes, (ii) the Depositary for the Notes represented by one or more Global Notes at any time notifies the Issuer that it is unwilling or unable to continue as Depositary of the Notes or if at any time the Depositary shall no longer be a clearing agency registered under the Exchange Act and any other applicable statute or regulation, and a successor Depositary is not appointed or approved by the Issuer within ninety (90) days after the Issuer receives such notice or becomes aware of such condition, as the case may be, (iii) the Indenture Trustee, at the direction of the Control Party for a Series of Notes, elects to terminate the book-entry system through the Depositary with respect to such Series, or (iv) after an Event of Default or a Manager Default, Noteholders representing more than fifty percent (50%) of a Series notify the Depositary, or Book Entry Custodian, as the case may be, in writing that the continuation of a book-entry system through the Depositary, or the Book Entry Custodian, as the case may be, is no longer in the best interest of the Noteholders of such Series, the Issuer will promptly execute, and the Indenture Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Issuer, will promptly authenticate and make available for delivery, Definitive Notes without coupons, in authorized denominations and in an aggregate principal amount equal to the principal amount of the Global Note then outstanding in exchange for such Global Note or as an original issuance of Notes and this Section 202(d) shall no longer be applicable to the Notes. Upon the exchange of the Global Notes for such Definitive Notes without coupons, in authorized denominations, such Global Notes shall be canceled by the Indenture Trustee. All Definitive Notes shall be issued without coupons. Such Definitive Notes in definitive form issued in exchange for the Global Notes pursuant to this Section 202(d) shall be registered in such names and in such authorized denominations as the Depositary in the case of an exchange or the Note Registrar in the case of an original issuance, pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Indenture Trustee. The Indenture Trustee may conclusively rely on any such instructions furnished by the Depositary or the Note Registrar, as the case may be, and shall not be liable for any delay in delivery of such instructions. The Indenture Trustee shall make such Notes available for delivery to the Persons in whose names such Notes are so registered.

          (e) As long as the Notes outstanding are represented by one or more Global Notes:

          (i) the Note Registrar and the Indenture Trustee may deal with the Depositary for all purposes (including the payment of principal of and interest on the Notes) as the authorized representative of the Note Owners;

          (ii) the rights of Note Owners shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such Note Owners and the Depositary and/or the Depositary Participants. Unless and until Definitive Notes are issued, the Depositary will make book-entry transfers among the Depositary Participants and receive and transmit payments of principal of, and interest on, the Notes to such Depositary Participants; and

          (iii) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the voting rights of a particular Series, the Depositary shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Depositary Participants owning or representing, respectively, such required percentage of the beneficial interest in such Series of Notes (or Class of Notes) and has delivered such instructions to the Indenture Trustee.

     (f) Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Notes have been issued in definitive form to Note Owners, the Indenture Trustee shall give all such notices and communications to the Depositary, with a copy to each Series Enhancer.

     (g) The Indenture Trustee is hereby initially appointed as the Book Entry Custodian and hereby agrees to act as such in accordance with the agreement that it has with the Depositary authorizing it to act as such. The Book Entry Custodian may, and, if it is no longer qualified to act as such, the Book Entry Custodian shall, appoint, by written instrument delivered to the Issuer and the Depositary, any other transfer agent (including the Depositary or any successor Depositary) to act as Book Entry Custodian under such conditions as the

predecessor Book Entry Custodian and the Depositary or any successor Depositary may prescribe; provided that, the predecessor Book Entry Custodian shall not be relieved of any of its duties or responsibilities by reason of any such appointment of other than the Depositary. If the Indenture Trustee resigns or is removed in accordance with the terms hereof, the successor Indenture Trustee or, if it so elects, the Depositary shall immediately succeed to its predecessor’s duties as Book Entry Custodian. The Issuer and the Control Party for any Series shall have the right to inspect, and to obtain copies of, any Notes held as Book-Entry Notes by the Book Entry Custodian.

          (h) No transfer of any Class of Note or interest therein shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a transaction that does not require such registration or qualification. If a transfer of any Definitive Note is to be made without registration under the Securities Act (other than in connection with the initial issuance thereof or a transfer thereof by the Depositary or one of its Affiliates), then the Note Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a certificate from such Noteholder substantially in the form attached as Exhibit A hereto or such other certification reasonably acceptable to the Indenture Trustee and a certificate from such Noteholder’s prospective transferee substantially in the form attached as Exhibit A hereto or such other certification reasonably acceptable to the Indenture Trustee; or (ii) an Opinion of Counsel satisfactory to the Indenture Trustee (which Opinion of Counsel shall not be an expense of the Issuer or any Affiliate thereof) to the effect that such transfer may be made without registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Noteholder desiring to effect such transfer and/or such Noteholder’s prospective transferee on which such Opinion of Counsel is based. If such a transfer of any interest in a Book-Entry Note is to be made without registration under the Securities Act, the transferor will be deemed to have made each of the representations and warranties set forth on Exhibit A hereto in respect of such interest as if it was evidenced by a Definitive Note and the transferee will be deemed to have made each of the representations and warranties set forth in either Exhibit A hereto in respect of such interest as if it was evidenc