INDENTURE

EXHIBIT 4.1

CAPITAL AUTO RECEIVABLES ASSET TRUST 2008-2

Class A-1 2.78345% Asset Backed Notes
Class A-2a 3.74% Asset Backed Notes
Class A-2b Floating Rate Asset Backed Notes
Class A-3a 4.68% Asset Backed Notes
Class A-3b Floating Rate Asset Backed Notes
Class A-4 5.42% Asset Backed Notes
Class B 6.46% Asset Backed Notes
Class C 7.96% Asset Backed Notes
Class D 8.25% Asset Backed Notes

INDENTURE

Dated as of May 14, 2008

THE BANK OF NEW YORK TRUST COMPANY, N.A.

Indenture Trustee

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE			2
SECTION 1.1 Definitions			2
SECTION 1.2 Incorporation by Reference of Trust Indenture Act			3
ARTICLE II THE NOTES			3
SECTION 2.1 Form			3
SECTION 2.2 Execution, Authentication and Delivery			4
SECTION 2.3 Temporary Notes			5
SECTION 2.4 Registration of Notes; Registration of Transfer and Exchange of Notes			5
SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes			6
SECTION 2.6 Persons Deemed Noteholders			7
SECTION 2.7 Payment of Principal and Interest			8
SECTION 2.8 Cancellation of Notes			10
SECTION 2.9 Release of Collateral			10
SECTION 2.10 Book-Entry Notes			10
SECTION 2.11 Notices to Clearing Agency			11
SECTION 2.12 Definitive Notes			11
SECTION 2.13 Depositor as Noteholder			12
SECTION 2.14 Tax Treatment			12
SECTION 2.15 Special Terms Applicable to the Private Notes			12
ARTICLE III COVENANTS			13
SECTION 3.1 Payment of Principal and Interest			13
SECTION 3.2 Maintenance of Agency Office			13
SECTION 3.3 Money for Payments To Be Held in Trust			13
SECTION 3.4 Existence			15
SECTION 3.5 Protection of Trust Estate; Acknowledgment of Pledge			15
SECTION 3.6 Opinions as to Trust Estate			16
SECTION 3.7 Performance of Obligations; Servicing of Receivables			17
SECTION 3.8 Negative Covenants			18
SECTION 3.9 Annual Statement as to Compliance			18
SECTION 3.10 Consolidation, Merger, etc., of Issuing Entity; Disposition of Trust Assets			19
SECTION 3.11 Successor or Transferee			21
SECTION 3.12 No Other Business			21
SECTION 3.13 No Borrowing			21
SECTION 3.14 Guarantees, Loans, Advances and Other Liabilities			21
SECTION 3.15 Servicer’s Obligations			21
SECTION 3.16 Capital Expenditures			21
SECTION 3.17 Removal of Administrator			22
SECTION 3.18 Restricted Payments			22
SECTION 3.19 Notice of Events of Default			22
SECTION 3.20 Further Instruments and Acts			22
SECTION 3.21 Indenture Trustee’s Assignment of Administrative Receivables and Warranty Receivables			22
SECTION 3.22 Representations and Warranties by the Issuing Entity to the Indenture Trustee			23
ARTICLE IV SATISFACTION AND DISCHARGE			23
SECTION 4.1 Satisfaction and Discharge of Indenture			23
SECTION 4.2 Application of Trust Money			24

Page

SECTION 4.3 Repayment of Monies Held by Paying Agent			25
SECTION 4.4 Duration of Position of Indenture Trustee			25
ARTICLE V DEFAULT AND REMEDIES			25
SECTION 5.1 Events of Default			25
SECTION 5.2 Acceleration of Maturity; Rescission and Annulment			26
SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee			27
SECTION 5.4 Remedies; Priorities			29
SECTION 5.5 Optional Preservation of the Receivables			30
SECTION 5.6 Limitation of Suits			30
SECTION 5.7 Unconditional Rights of Noteholders To Receive Principal and Interest			31
SECTION 5.8 Restoration of Rights and Remedies			31
SECTION 5.9 Rights and Remedies Cumulative			32
SECTION 5.10 Delay or Omission Not a Waiver			32
SECTION 5.11 Control by Noteholders			32
SECTION 5.12 Waiver of Past Defaults			32
SECTION 5.13 Undertaking for Costs			33
SECTION 5.14 Waiver of Stay or Extension Laws			33
SECTION 5.15 Action on Notes			33
SECTION 5.16 Performance and Enforcement of Certain Obligations			34
ARTICLE VI THE INDENTURE TRUSTEE			35
SECTION 6.1 Duties of Indenture Trustee			35
SECTION 6.2 Rights of Indenture Trustee			36
SECTION 6.3 Indenture Trustee May Own Notes			37
SECTION 6.4 Indenture Trustee’s Disclaimer			37
SECTION 6.5 Notice of Defaults			37
SECTION 6.6 Reports by Indenture Trustee			38
SECTION 6.7 Compensation; Indemnity			38
SECTION 6.8 Replacement of Indenture Trustee			39
SECTION 6.9 Merger or Consolidation of Indenture Trustee			40
SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee			40
SECTION 6.11 Eligibility; Disqualification			41
SECTION 6.12 Preferential Collection of Claims Against Issuing Entity			42
SECTION 6.13 Representations and Warranties of Indenture Trustee			42
SECTION 6.14 Indenture Trustee May Enforce Claims Without Possession of Notes			42
SECTION 6.15 Suit for Enforcement			43
SECTION 6.16 Rights of Noteholders to Direct Indenture Trustee			43
ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS			43
SECTION 7.1 Issuing Entity To Furnish Indenture Trustee Names and Addresses of Noteholders			43
SECTION 7.2 Preservation of Information, Communications to Noteholders			43
SECTION 7.3 Reports by Issuing Entity			44
SECTION 7.4 Reports by Trustee			44
ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES			45
SECTION 8.1 Collection of Money			45
SECTION 8.2 Designated Accounts; Payments			45
SECTION 8.3 General Provisions Regarding Accounts			47
SECTION 8.4 Release of Trust Estate			47
SECTION 8.5 Opinion of Counsel			48

Page

ARTICLE IX SUPPLEMENTAL INDENTURES			48
SECTION 9.1 Supplemental Indentures Without Consent of Noteholders			48
SECTION 9.2 Supplemental Indentures With Consent of Noteholders			49
SECTION 9.3 Execution of Supplemental Indentures			51
SECTION 9.4 Effect of Supplemental Indenture			51
SECTION 9.5 Conformity with Trust Indenture Act			51
SECTION 9.6 Reference in Notes to Supplemental Indentures			51
ARTICLE X REDEMPTION OF NOTES			51
SECTION 10.1 Redemption			51
SECTION 10.2 Form of Redemption Notice			52
SECTION 10.3 Notes Payable on Redemption Date			52
ARTICLE XI MISCELLANEOUS			52
SECTION 11.1 Compliance Certificates and Opinions, etc			52
SECTION 11.2 Form of Documents Delivered to Indenture Trustee			54
SECTION 11.3 Acts of Noteholders			55
SECTION 11.4 Notices, etc., to Indenture Trustee, Issuing Entity and Rating Agencies			55
SECTION 11.5 Notices to Noteholders; Waiver			56
SECTION 11.6 Alternate Payment and Notice Provisions			57
SECTION 11.7 Conflict with Trust Indenture Act			57
SECTION 11.8 Effect of Headings and Table of Contents			57
SECTION 11.9 Successors and Assigns			57
SECTION 11.10 Severability			57
SECTION 11.11 Benefits of Indenture			57
SECTION 11.12 Legal Holidays			57
SECTION 11.13 Governing Law			58
SECTION 11.14 Counterparts			58
SECTION 11.15 Recording of Indenture			58
SECTION 11.16 No Recourse			58
SECTION 11.17 No Petition			58
SECTION 11.18 Inspection			59
SECTION 11.19 Indemnification by and Reimbursement of Servicer			59
EXHIBIT A LOCATIONS OF SCHEDULE OF RECEIVABLES			1
EXHIBIT B FORM OF NOTE DEPOSITORY AGREEMENT FOR THE NOTES			1
EXHIBIT C-1 FORM OF CLASS A-1 FIXED RATE ASSET BACKED NOTES, RULE 144A			1
EXHIBIT C-2 FORM OF CLASS A-1 FIXED RATE ASSET BACKED NOTES, REGULATION S			1
EXHIBIT C-3 FORM OF TEMPORARY CLASS A-1 FIXED RATE ASSET BACKED NOTES, REGULATION S			1
EXHIBIT C-4 FORM OF CLASS A-2A, CLASS A-3A AND CLASS A-4 FIXED RATE ASSET BACKED NOTES			1
EXHIBIT C-5 FORM OF CLASS A-2B AND CLASS A-3B FLOATING RATE ASSET BACKED NOTES			1
EXHIBIT C-6 FORM OF CLASS B AND CLASS C FIXED RATE ASSET BACKED NOTES, RULE 144A			1
EXHIBIT C-7 FORM OF CLASS B AND CLASS C FIXED RATE ASSET BACKED NOTES, REGULATION S			1
EXHIBIT C-8 FORM OF TEMPORARY CLASS B AND CLASS C FIXED RATE ASSET BACKED NOTES, REGULATION S			1
EXHIBIT C-9 FORM OF CLASS D FIXED RATE ASSET BACKED NOTES			1
EXHIBIT D FORM OF CLEARING SYSTEM CERTIFICATE			1
EXHIBIT E FORM OF CERTIFICATION			1

          INDENTURE, dated as of May 14, 2008, between CAPITAL AUTO RECEIVABLES ASSET TRUST 2008-2, a Delaware statutory trust (the “ Issuing Entity ”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association organized under the laws of the United States of America, as trustee and not in its individual capacity (the “ Indenture Trustee ”).

          Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Secured Parties (only to the extent expressly provided herein):

GRANTING CLAUSE

          The Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Secured Parties (only to the extent expressly provided herein):

          (a) all right, title and interest of the Issuing Entity in, to and under the Receivables listed on the Schedule of Receivables and all monies received thereon on and after the Cutoff Date, exclusive of any amounts allocable to the premium for physical damage collateral protection insurance required by the Servicer of the Receivables, covering any related Financed Vehicle;

          (b) the interest of the Issuing Entity in the security interests in the Financed Vehicles granted by Obligors pursuant to the Receivables and, to the extent permitted by law, any accessions thereto;

          (c) the interest of the Issuing Entity in any proceeds from claims on any physical damage, credit life, credit disability or other insurance policies covering Financed Vehicles or Obligors;

          (d) the interest of the Issuing Entity in any proceeds from recourse against Dealers on the Receivables;

          (e) all right, title and interest of the Issuing Entity in, to and under the First Step Receivables Assignment;

          (f) all right, title and interest of the Issuing Entity in, to and under the Second Step Receivables Assignment;

          (g) all right, title and interest in the Reserve Account Property and all other funds on deposit from time to time in the Collection Account and the Note Distribution Account;

          (h) all right, title and interest of the Issuing Entity in, to and under the Trust Sale and Servicing Agreement and any other Further Transfer and Servicing Agreements, including all rights of the “Depositor” under the Pooling and Servicing Agreement and the Custodian Agreement assigned to the Issuing Entity pursuant to the Trust Sale and Servicing Agreement;

          (i) all right, title and interest of the Issuing Entity in, to and under any Third Party Instrument; and

          (j) all present and future claims, demands, causes and choses 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 the foregoing, including all proceeds of the conversion of any or all of the foregoing, 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, investment property, payment intangibles, general intangibles, 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 ”).

          The foregoing Grant is made in trust to secure the Secured Obligations, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. This Indenture constitutes a security agreement under the UCC.

          The foregoing Grant includes all rights, powers and options (but none of the obligations, if any) of the Issuing Entity under any agreement or instrument included in the Collateral, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Receivables included in the Collateral and all other monies payable under the Collateral, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the Issuing Entity or otherwise and generally to do and receive anything that the Issuing Entity is or may be entitled to do or receive under or with respect to the Collateral.

          The Indenture Trustee, as trustee on behalf of the Secured Parties and (only to the extent expressly provided herein) the Certificateholders, acknowledges such Grant and accepts the trusts under this Indenture in accordance with the provisions of this Indenture.

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.1 Definitions . Certain capitalized terms used in this Indenture shall have the respective meanings assigned to them in Part I of Appendix A to the Trust Sale and Servicing Agreement, dated as of the date hereof (as amended from time to time, the “ Trust Sale and Servicing Agreement ”), among the Issuing Entity, Capital Auto Receivables LLC and GMAC LLC. All references in this Indenture to Articles, Sections, subsections and Exhibits are to the same contained in or attached to this Indenture unless otherwise specified. All terms defined in this Indenture shall have the defined meanings when used in any certificate, notice, Note or other document made or delivered pursuant hereto unless otherwise defined therein. The rules of construction set forth in Part II of Appendix A to the Trust Sale and Servicing Agreement shall be applicable to this Indenture.

     SECTION 1.2 Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, such 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:

   “ Commission ” means the Securities and Exchange Commission.

   “ indenture securities ” means the Notes.

   “ indenture security holder ” means a Noteholder.

   “ indenture to be qualified ” means this Indenture.

   “ indenture trustee ” means the Indenture Trustee.

   “ obligor ” on the indenture securities means the Issuing Entity and any other obligor on the indenture securities.

          All other TIA terms used in this Indenture that are defined by the TIA, defined by reference to another statute or defined by a Commission rule have the respective meanings assigned to them by such definitions.

ARTICLE II
THE NOTES

     SECTION 2.1 Form .

          (a) Each of the Class A-1 Notes, together, with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit C-1 , Exhibit C-2 or Exhibit C-3 , as applicable, each of the Class A-2a Notes, the Class A-3a Notes and the Class A-4 Notes, together, in each case, with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit C-4 , each of the Class A-2b Notes and the Class A-3b Notes, together, in each case, with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit C-5 , each of the Class B Notes and the Class C Notes together, in each case, with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit C-6 , Exhibit C-7 or Exhibit C-8 , as applicable, and the Class D Notes, together, in each case, with the Indenture Trustee’s certificate of authentication, shall be substantially in the form set forth in Exhibit C-9 , in each case with such appropriate insertions, omissions, substitutions and other variations as are permitted or required by this Indenture and each such Note 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 of the Notes. 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 officers executing such Notes, as evidenced by their execution of such Notes.

          (c) The terms of each class of Notes as provided for in Exhibits C-1 , C-2 , C-3 , C-4 , C-5 , C-6 , C-7 , C-8 and C-9 hereto are part of the terms of this Indenture.

     SECTION 2.2 Execution, Authentication and Delivery .

          (a) Each Note shall be dated the date of its authentication and shall be issuable as a registered Note in the minimum denomination of $1,000 and in integral multiples thereof (except, if applicable, for one Note representing a residual portion of each class which may be issued in a different denomination).

          (b) The Notes shall be executed on behalf of the Issuing Entity by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile.

          (c) Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuing Entity shall bind the Issuing Entity, notwithstanding that such individuals or any of them have ceased to hold such office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes.

          (d) The Indenture Trustee, in exchange for the Grant of the Receivables and the other components of the Trust Estate, simultaneously with the Grant to the Indenture Trustee of the Receivables and the constructive delivery to the Indenture Trustee of the Receivables Files and the other assets and components of the Trust Estate, shall cause to be authenticated and delivered to or upon the order of the Issuing Entity Notes for original issue in the aggregate principal amount of $1,575,111,000 comprised of (i) Class A-1 Notes in the aggregate principal amount of $285,000,000 (ii) Class A-2 Notes in the aggregate principal amount of $500,000,000, (iii) Class A-3 Notes in the aggregate principal amount of $520,000,000, (iv) Class A-4 Notes in the aggregate principal amount of $187,002,000, (v) Class B Notes in the aggregate principal amount of $51,448,000, (vi) Class C Notes in the aggregate principal amount of $23,746,000 and (vii) Class D Notes in the aggregate principal amount of $7,915,000. The aggregate principal amount of all Notes outstanding at any time may not exceed $1,575,111,000, except as provided in Section 2.5 .

          (e) No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form set forth in Exhibit C-1 , C-2 , C-3 , C-4 , C-5 , C-6 , C-7 , C-8 or C-9 , as applicable, executed by the Indenture Trustee by the manual signature of one of its Authorized Officers; such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

     SECTION 2.3 Temporary Notes .

          (a) Pending the preparation of Definitive Notes, if any, the Issuing Entity may execute, and upon receipt of an Issuing Entity Order the Indenture Trustee shall authenticate and deliver, such Temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such variations as are consistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

          (b) If Temporary Notes are issued, the Issuing Entity 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 Agency Office of the Issuing Entity 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 Issuing Entity shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Notes of authorized denominations. Until so delivered in exchange, the Temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

     SECTION 2.4 Registration of Notes; Registration of Transfer and Exchange of Notes .

          (a) The Issuing Entity shall cause to be kept the Note Register, comprising separate registers for each class of Notes, in which, subject to such reasonable regulations as the Issuing Entity may prescribe, the Issuing Entity shall provide for the registration of the Notes and the registration of transfers and exchanges of the Notes. The Indenture Trustee shall initially be the Note Registrar for the purpose of registering the Notes and transfers of the Notes as herein provided. Upon any resignation of any Note Registrar, the Issuing Entity shall promptly appoint a successor Note Registrar or, if it elects not to make such an appointment, assume the duties of the Note Registrar.

          (b) If a Person other than the Indenture Trustee is appointed by the Issuing Entity as Note Registrar, the Issuing Entity will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof. The Indenture Trustee 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.

          (c) Upon surrender for registration of transfer of any Note at the Corporate Trust Office of the Indenture Trustee or the Agency Office of the Issuing Entity (and following the delivery, in the former case, of such Notes to the Issuing Entity by the Indenture Trustee), the Issuing Entity shall execute, the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes in any authorized denominations, of a like aggregate principal amount.

          (d) 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; and upon surrender of such Notes to be exchanged at the Corporate Trust Office of the Indenture Trustee or the Agency Office of the Issuing Entity (and following the delivery, in the former case, of such Notes to the Issuing Entity by the Indenture Trustee), the Issuing Entity shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, such Notes which the Noteholder making the exchange is entitled to receive.

          (e) All Notes issued upon any registration of transfer or exchange of other Notes shall be the valid obligations of the Issuing Entity, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

          (f) Every Note presented or surrendered for registration of transfer or exchange shall be 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 Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in the City of New York or the city in which the Corporate Trust Office of the Indenture Trustee is located, or by a member firm of a national securities exchange, and such other documents as the Indenture Trustee may require.

          (g) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuing Entity or Indenture Trustee 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.

          (h) By acquiring a Class A Note, Class B Note or Class C Note, each purchaser and transferee shall be deemed to represent and warrant that either (i) it is not acquiring the Note with the plan assets of a Benefit Plan or other plan that is subject to any law that is substantially similar to ERISA or Section 4975 of the Code or (ii) the acquisition and holding of the Note will not give rise to a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code or a violation of any substantially similar applicable law.

          (i) The preceding provisions of this Section 2.4 notwithstanding, the Issuing Entity shall not be required to transfer or make exchanges, and the Note Registrar need not register transfers or exchanges, of Notes that (i) have been selected for redemption pursuant to Article X , if applicable, or (ii) are due for repayment within fifteen (15) days of submission to the Corporate Trust Office or the Agency Office.

     SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes .

          (a) If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required

by it to hold the Issuing Entity and the Indenture Trustee harmless, then, in the absence of notice to the Issuing Entity, the Note Registrar or the Indenture Trustee that such Note has been acquired by a protected purchaser, the Issuing Entity shall execute and upon the Issuing Entity’s request 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 a like class and aggregate principal amount; provided , however , that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven (7) days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuing Entity may make payment to the Holder of such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date, if applicable, without surrender thereof.

          (b) If, after the delivery of a replacement Note or payment in respect of a destroyed, lost or stolen Note pursuant to subsection (a) , a protected purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuing Entity and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from (i) any Person to whom it was delivered, (ii) the Person taking such replacement Note from the Person to whom such replacement Note was delivered; or (iii) any assignee of such Person, except a protected purchaser, and the Issuing Entity and the Indenture Trustee 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 Issuing Entity or the Indenture Trustee in connection therewith.

          (c) In connection with the issuance of any replacement Note under this Section 2.5 , the Issuing Entity may require the payment by the Holder 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 all fees and expenses of the Indenture Trustee) connected therewith.

          (d) Any duplicate Note issued pursuant to this Section 2.5 in replacement for any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuing Entity, whether or not the mutilated, destroyed, lost or stolen Note shall be found at any time or be enforced by any Person, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

          (e) The provisions of this Section 2.5 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 2.6 Persons Deemed Noteholders . Prior to due presentment for registration of transfer of any Note, the Issuing Entity, the Indenture Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination) as the Noteholder for the purpose of receiving payments of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuing Entity, the Indenture Trustee nor any agent of the Issuing Entity or the Indenture Trustee shall be affected by notice to the contrary.

     SECTION 2.7 Payment of Principal and Interest .

          (a) Interest on each class of Notes shall accrue in the manner set forth in Exhibit C-1 , C-2 , C-3 , C-4 , C-5 , C-6 , C-7 , C-8 or C-9 , as applicable for such class, at the applicable Interest Rate for such class and will be due and payable on each Distribution Date in accordance with the priorities set forth in Section 8.2(c) . Any installment of interest payable on any Note shall be punctually paid or duly provided for by a deposit by or at the direction of the Issuing Entity into the Note Distribution Account on the applicable Distribution Date and shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the applicable Record Date, by check mailed first-class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date; provided , however , that, unless and until Definitive Notes have been issued pursuant to Section 2.12 , with respect to Notes registered on the applicable Record Date in the name of the Note Depository (initially, Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by the Note Depository; provided , further , that with respect to any Private Notes (other than Private Notes registered on the applicable Record Date in the name of the Note Depository), upon written request of the Holder thereof, payment shall be made by wire transfer of immediately available funds to the account designated by such Holder until further written notice from such Holder.

          (b) Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.2(a) that the Notes have become immediately due and payable, the principal of each class of Notes shall be payable in full on the Final Scheduled Distribution Date for such class and, to the extent of funds available therefor, in installments on the Distribution Dates (if any) preceding the Final Scheduled Distribution Date for such class, in the amounts and in accordance with the priorities set forth in Section 8.2(c)(ii) or 8.2(c)(iii) , as applicable. All principal payments on each class of Notes on any Distribution Date shall be made pro rata to the Noteholders of such class entitled thereto. Any instalment of principal payable on any Note shall be punctually paid or duly provided for by a deposit by or at the direction of the Issuing Entity into the Note Distribution Account on the applicable Distribution Date and shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the applicable Record Date, by check mailed first-class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date; provided , however , that, (A) unless and until Definitive Notes have been issued pursuant to Section 2.12 , with respect to Notes registered on the Record Date in the name of the Note Depository, payment shall be made by wire transfer in immediately available funds to the account designated by the Note Depository and (B) with respect to any Private Notes (other than Private Notes registered on the applicable Record Date in the name of the Note Depository), upon written request of the Holder thereof, payment shall be made by wire transfer of immediately available funds to the account designated by such Holder until further written notice from such Holder, except for, in each case: (i) the final instalment of principal on any Note; and (ii) the Redemption Price for the Notes redeemed pursuant to Section 10.1 , which, in each case, shall be payable as provided herein. The funds represented by any such checks in respect of interest or principal returned undelivered shall be held in accordance with Section 3.3 .

          (c) From and after the occurrence of an Event of Default and a declaration in accordance with Section 5.2(a) that the Notes have become immediately due and payable, until

such time as all Events of Default have been cured or waived as provided in Section 5.2(b) , all interest and principal payments shall be allocated:

               (i) first, for payment of interest pro rata on the Class A Notes, the Aggregate Class A Interest Distributable Amount;

               (ii) second, an amount equal to the Note Principal Balance of the Class A Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class A Notes, sequentially by Class, as follows:

               (A) to the Class A-1 Notes, until the Outstanding Amount of the Class A-1 Notes is reduced to zero;

               (B) to the Class A-2a Notes and the Class A-2b Notes, ratably in accordance with the Note Principal Balance of the Class A-2a Notes and the Class A-2b Notes, until the Outstanding Amounts of the Class A-2a Notes and Class A-2b Notes are reduced to zero;

               (C) to the Class A-3a Notes and the Class A-3b Notes, ratably in accordance with the Note Principal Balance of the Class A-3a Notes and the Class A-3b Notes, until the Outstanding Amounts of the Class A-3a Notes and Class A-3b Notes are reduced to zero;

               (D) to the Class A-4 Notes, until the Outstanding Amount of the Class A-4 Notes is reduced to zero;

               (iii) third, an amount equal to the Aggregate Class B Interest Distributable Amount for payment of interest on the Class B Notes;

               (iv) fourth, an amount equal to the Note Principal Balance of the Class B Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class B Notes;

               (v) fifth, an amount equal to the Aggregate Class C Interest Distributable Amount for payment of interest on the Class C Notes;

               (vi) sixth, an amount equal to the Note Principal Balance of the Class C Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class C Notes;

               (vii) seventh, an amount equal to the Aggregate Class D Interest Distributable Amount for payment of interest on the Class D Notes; and

               (viii) eighth, an amount equal to the Note Principal Balance of the Class D Notes (after giving effect to the reduction in the Note Principal Balance to result from the deposits made in the Note Distribution Account on such Distribution Date and on each prior Distribution Date) for payment of principal on the Class D Notes.

          (d) With respect to any Distribution Date on which the final instalment of principal and interest on a class of Notes is to be paid, the Indenture Trustee on behalf of the Issuing Entity shall notify each Noteholder of record of such class as of the Record Date for such Distribution Date of the fact that the final instalment of principal of and interest on such Note is to be paid on such Distribution Date. With respect to any such class of Notes, such notice shall be sent (i) on such Record Date by facsimile, if Book-Entry Notes are outstanding; or (ii) not later than three (3) Business Days after such Record Date in accordance with Section 11.5(a) if Definitive Notes are outstanding, and shall specify that such final instalment 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 instalment and the manner in which such payment shall be made. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2 . Within sixty (60) days of the surrender pursuant to this Section 2.7(d) or cancellation pursuant to Section 2.8 of all of the Notes of a particular class, the Indenture Trustee if requested shall provide each of the Rating Agencies with written notice stating that all Notes of such class have been surrendered or canceled.

     SECTION 2.8 Cancellation of Notes . All Notes surrendered for payment, redemption, exchange or registration of transfer shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by the Indenture Trustee. The Issuing Entity may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuing Entity may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section 2.8 , except as expressly permitted by this Indenture. All canceled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuing Entity shall direct by an Issuing Entity Order that they be destroyed or returned to it; provided , however , that such Issuing Entity Order is timely and the Notes have not been previously disposed of by the Indenture Trustee. The Indenture Trustee shall certify to the Issuing Entity upon request that surrendered Notes have been duly canceled and retained or destroyed, as the case may be.

     SECTION 2.9 Release of Collateral . The Indenture Trustee shall not release property from the Lien of this Indenture other than as permitted by Sections 3.21 , 8.2 , 8.4 and 11.1 , and then only upon receipt of an Issuing Entity Request accompanied by an Officer’s Certificate, an Opinion of Counsel (to the extent required by the TIA) and Independent Certificates in accordance with TIA §§314(c) and 314(d)(1).

     SECTION 2.10 Book-Entry Notes . Except as set forth in Section 2.15 with respect to the Retained Notes, the Notes, upon original issuance, shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, as the initial Clearing Agency, or its custodian, by or on behalf of the Issuing

Entity. Such Note or Notes shall be registered on the Note Register in the name of the Note Depository, and no Note Owner shall receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.12 . Unless and until the Definitive Notes have been issued to Note Owners pursuant to Section 2.12 :

          (a) the provisions of this Section 2.10 shall be in full force and effect;

          (b) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on such Notes and the giving of instructions or directions hereunder) as the sole Holder of such Notes and shall have no obligation to the Note Owners;

          (c) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;

          (d) the rights of the 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. Unless and until Definitive Notes are issued pursuant to Section 2.12 , the initial Clearing Agency shall make book-entry transfers between the Clearing Agency Participants and receive and transmit payments of principal of and interest on such Notes to such Clearing Agency Participants, pursuant to the Note Depository Agreement; and

          (e) 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 Outstanding Amount of the Controlling Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has (i) received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes; and (ii) delivered such instructions to the Indenture Trustee.

     SECTION 2.11 Notices to Clearing Agency . Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.12 , the Indenture Trustee shall give all such notices and communications specified herein to be given to Noteholders to the Clearing Agency and shall have no other obligation to the Note Owners.

     SECTION 2.12 Definitive Notes . If (i) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Notes and the Issuing Entity is unable to locate a qualified successor; (ii) the Administrator, at its option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency; or (iii) after the occurrence of an Event of Default or a Servicer Default, Note Owners representing beneficial interests aggregating at least a majority of the Outstanding Amount of the Controlling Class advise 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 the Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee of the occurrence of any such event and

of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuing Entity shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuing Entity, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

     SECTION 2.13 Depositor as Noteholder . The Depositor in its individual or any other capacity may become the owner or pledgee of Notes of any class and may otherwise deal with the Issuing Entity or its affiliates with the same rights it would have if it were not the Depositor.

     SECTION 2.14 Tax Treatment . The Depositor and the Indenture Trustee, by entering into this Indenture, and the Noteholders, by acquiring any Note or interest therein, (i) express their intention that the Notes qualify under applicable tax law as indebtedness secured by the Collateral, and (ii) unless otherwise required by appropriate taxing authorities, agree to treat the Notes as indebtedness secured by the Collateral for the purpose of federal income taxes, state and local income and franchise taxes, Michigan single business tax, and any other taxes imposed upon, measured by or based upon gross or net income.

     SECTION 2.15 Special Terms Applicable to the Private Notes.

          (a) None of the Private Notes has been or will be registered under the Securities Act or the securities laws of any other jurisdiction. Consequently, the Private Notes are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein.

          (b) No sale, pledge or other transfer of Private Notes or an interest in the Private Notes may be made by any person other than to (i) a person who the transferor reasonably believes is a “qualified institutional buyer” (“ QIB ”) as defined under Rule 144A under the Securities Act (“ Rule 144A ”) and is purchasing for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are “QIBs”) and is aware that the sale to it is being made in reliance on Rule 144A or (ii) in the case of the Class A-1 Notes, the Class B Notes and the Class C Notes only, a non-U.S. Person (as defined in Regulation S under the Securities Act (“ Regulation S ”)) who acquired the Class A-1 Note, the Class B Note and the Class C Note, as applicable, outside of the United States in accordance with Regulation S.

          (c) [RESERVED]

          (d) No sale, pledge or other transfer of Class D Notes may be made to any one person for Class D Notes with an initial principal balance of less than $500,000, and, in the case of any person acting on behalf of one or more third parties (other than a “bank,” as defined in Section 3(a)(2) of the Securities Act, acting in its fiduciary capacity), for Class D Notes with a face amount of less than such amount for each such third party. Any attempted transfer in

contravention of the immediately preceding restriction will be void ab initio and the purported transferor will continue to be treated as the owner of the Class D Notes for all purposes.

          (e) The Class D Notes may not be acquired by or for the account of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA), that is subject to the provisions of Title I of ERISA, (ii) a “plan” described in Section 4975(e)(1) of the Code, or (iii) any entity whose underlying assets include “plan assets” by reason of an employee benefit plan’s or a plan’s investment in the entity, other than an “insurance company general account” (as defined in Prohibited Transaction Class Exemption (“ PTCE ”) 95-60) whose underlying assets include less than 25% “plan assets” and for which the purchase and holding of Class D Notes is eligible for and satisfies all conditions for relief under PTCE 95-60. The Class D Notes also may not be acquired by or for the account of an employee benefit plan or plan that is not subject to the provisions of Title I of ERISA (including, without limitation, foreign or governmental plans) if such acquisition would result in a non-exempt prohibited transaction under, or a violation of, any applicable law that is substantially similar to ERISA or Section 4975 of the Code.

          (f) Each Private Note shall bear a legend to the effect set forth in the first two sentences of subsection (a) above.

          (g) The Retained Notes shall be issued as Definitive Notes.

ARTICLE III
COVENANTS

     SECTION 3.1 Payment of Principal and Interest . The Issuing Entity shall duly and punctually pay the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture. On each Distribution Date and on the Redemption Date (if applicable), the Issuing Entity shall cause amounts on deposit in the Note Distribution Account to be distributed to the Noteholders in accordance with Sections 2.7 and 8.2 , less amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal. Any amounts so withheld shall be considered as having been paid by the Issuing Entity to such Noteholder for all purposes of this Indenture.

     SECTION 3.2 Maintenance of Agency Office . As long as any of the Notes remains outstanding, the Issuing Entity shall maintain in the Borough of Manhattan, the City of New York, an office (the “Agency Office”), being an office or agency where Notes may be surrendered to the Issuing Entity for registration of transfer or exchange, and where notices and demands to or upon the Issuing Entity in respect of the Notes and this Indenture may be served. The Issuing Entity hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuing Entity shall give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of the Agency Office. If at any time the Issuing Entity shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office of the Indenture Trustee, and the Issuing Entity hereby appoints the Indenture Trustee 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(a) and 8.2(b) , all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Note Distribution Account pursuant to Section 8.2(c) shall be made on behalf of the Issuing Entity by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Note Distribution Account for payments of Notes shall be paid over to the Issuing Entity except as provided in this Section 3.3 .

          (b) On or before each Distribution Date or the Redemption Date (if applicable), the Issuing Entity shall deposit or cause to be deposited in the Note Distribution Account pursuant to Section 4.06 of the Trust Sale and Servicing Agreement an aggregate sum sufficient to pay the amounts then becoming due with respect to the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto.

          (c) The Issuing Entity shall cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.3 , that such Paying Agent shall:

               (i) hold all sums held by it for the payment of amounts due with respect to the Notes 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 notice of any default by the Issuing Entity (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;

               (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 Paying Agent;

               (iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying Agent in effect at the time of determination; and

               (v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

          (d) The Issuing Entity may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuing Entity Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such 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 Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such 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 Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for one year after such amount has become due and payable shall be discharged from such trust and be paid to the Issuing Entity on Issuing Entity Request; and the Holder of such Note shall thereafter, as a general unsecured creditor, look only to the Issuing Entity for payment thereof (but only to the extent of the amounts so paid to the Issuing Entity), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided , however , that the Indenture Trustee or such Paying Agent, before being required to make any such payment, may at the expense of the Issuing Entity 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 thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining shall be paid to the Issuing Entity. The Indenture Trustee may also adopt and employ, at the expense of the Issuing Entity, any other reasonable means of notification of such payment (including, but not limited to, mailing notice of such payment to Holders 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 Paying Agent, at the last address of record for each such Holder).

     SECTION 3.4 Existence . The Issuing Entity 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 Issuing Entity hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Issuing Entity 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 Trust Estate.

     SECTION 3.5 Protection of Trust Estate; Acknowledgment of Pledge .

          (a) The Issuing Entity shall from time to time execute and deliver all such supplements and amendments hereto and authorize or execute, as applicable, and deliver 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 the priority thereof) of this Indenture or carry out more effectively the purposes hereof, including by making the necessary filings of financing statements or amendments thereto within sixty (60) days after the occurrence of any of the following and by promptly notifying the Indenture Trustee of any such filings: (A) any change in the Issuing Entity’s true legal name or any of its trade names, (B) any change in the location of the Issuing Entity’s principal place of business, (C) any merger or consolidation or other change in the Issuing Entity’s identity or organizational structure or jurisdiction of organization or in which the Issuing Entity is located for purposes of the UCC and (D) any other change or occurrence that would make any financing statement or amendment thereto seriously misleading within the meaning of the UCC;

               (ii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture and the priority thereof;

               (iii) enforce the rights of the Indenture Trustee and the Noteholders in any of the Collateral; or

               (iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Secured Parties in such Trust Estate against the claims of all persons and parties,

and the Issuing Entity hereby designates the Indenture Trustee its agent and attorney-in-fact to authorize and/or execute any financing statement, continuation statement or other instrument required by the Indenture Trustee pursuant to this Section 3.5 .

          (b) The Indenture Trustee acknowledges the pledge by the Issuing Entity to the Indenture Trustee, pursuant to the Granting Clause of this Indenture, of all the Issuing Entity’s right, title and interest in and to the Reserve Account Property in order to provide for the payment to the Securityholders and the Servicer in accordance with Sections 4.06(c) and 4.06(d) of the Trust Sale and Servicing Agreement, to assure availability of the amounts maintained in the Reserve Account for the benefit of the Securityholders and the Servicer, and as security for the performance by the Depositor of its obligations under the Trust Sale and Servicing Agreement.

          (c) The Issuing Entity hereby authorizes the Indenture Trustee to file all financing statements naming the Issuing Entity as debtor that are necessary or advisable to perfect, make effective or continue the lien and security interest of this Indenture, and authorizes the Indenture Trustee to take any such action without its signature.

     SECTION 3.6 Opinions as to Trust Estate .

          (a) On the Closing Date, the Issuing Entity shall furnish to the Indenture Trustee 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 authorization, execution and filing of any financing statements and continuation statements as are necessary to perfect and make effective the Lien 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 effective.

          (b) On or before March 15 in each calendar year, beginning March 15, 2009, the Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such 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 authorization, execution and filing of any financing statements and continuation statements as is necessary to maintain the Lien 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 the Lien created by this Indenture. 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 authorization, execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the Lien of this Indenture until March 15 in the following calendar year.

     SECTION 3.7 Performance of Obligations; Servicing of Receivables .

          (a) The Issuing Entity shall not take any action and shall use all reasonable 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 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 otherwise expressly provided in this Indenture, the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Administration Agreement or such other instrument or agreement.

          (b) The Issuing Entity 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 in the Basic Documents or an Officer’s Certificate of the Issuing Entity shall be deemed to be action taken by the Issuing Entity. Initially, the Issuing Entity has contracted with the Servicer and the Administrator to assist the Issuing Entity in performing its duties under this Indenture.

          (c) The Issuing Entity 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 Trust Estate, including filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture, the Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement in accordance with and within the time periods provided for herein and therein.

          (d) If the Issuing Entity shall have knowledge of the occurrence of a Servicer Default under the Trust Sale and Servicing Agreement, the Issuing Entity shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the response or action, if any, the Issuing Entity has taken or is taking with respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement with respect to the Receivables, the Issuing Entity and the Indenture Trustee shall take all reasonable steps available to them pursuant to the Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement to remedy such failure.

          (e) 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 Issuing Entity agrees that, except as permitted by the Basic Documents, it shall not, without the prior written consent of the Indenture Trustee or the Holders of at least a majority in Outstanding Amount of the Controlling Class, as applicable in accordance with the terms of this Indenture, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral or any

of the Basic Documents, or waive timely performance or observance by the Servicer or the Depositor under the Trust Sale and Servicing Agreement, the Custodian Agreement or the Pooling and Servicing Agreement, the Administrator under the Administration Agreement or GMAC under the Pooling and Servicing Agreement.

     SECTION 3.8 Negative Covenants . So long as any Notes are Outstanding, the Issuing Entity shall not:

          (a) sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuing Entity, except as permitted in Section 3.10(b) and except the Issuing Entity may cause the Servicer to (i) collect, liquidate, sell or otherwise dispose of Receivables (including Warranty Receivables, Administrative Receivables and Liquidating Receivables), (ii) make cash payments out of the Designated Accounts and the Certificate Distribution Account and (iii) take other actions, in each case as permitted by the Basic Documents;

          (b) 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 applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate;

          (c) voluntarily commence any insolvency, readjustment of debt, marshaling of assets and liabilities or other proceeding, or apply for an order by a court or agency or supervisory authority for the winding-up or liquidation of its affairs or any other event specified in Section 5.1(f) ; or

          (d) either (i) permit the validity or effectiveness of this Indenture or any other Basic Document 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, (ii) permit any Lien (other than the Lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the 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 a Financed Vehicle and arising solely as a result of an action or omission of the related Obligor), or (iii) permit the Lien of this Indenture not to constitute a valid first priority security interest in the Trust Estate (other than with respect to any such tax, mechanics’ or other lien).

     SECTION 3.9 Annual Statement as to Compliance . The Issuing Entity shall deliver to the Indenture Trustee on or before March 15 of each year, beginning March 15, 2009, an Officer’s Certificate signed by an Authorized Officer, dated as of December 31 of the immediately preceding year, in each case stating that:

          (a) a review of the activities of the Issuing Entity during the preceding 12-month period (or, with respect to the first such Officer’s Certificate, such period as shall have elapsed since the Closing Date) and of performance under this Indenture has been made under such Authorized Officer’s supervision; and

          (b) to the best of such Authorized Officer’s knowledge, based on such review, the Issuing Entity has fulfilled all of its obligations under this Indenture throughout such period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such Authorized Officer and the nature and status thereof. A copy of such certificate may be obtained by any Noteholder by a request in writing to the Issuing Entity addressed to the Corporate Trust Office of the Indenture Trustee.

     SECTION 3.10 Consolidation, Merger, etc., of Issuing Entity; Disposition of Trust Assets .

          (a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless:

               (i) the Person (if other than the Issuing Entity) 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, in form satisfactory to the Indenture Trustee, the due and timely 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 Issuing Entity to be performed or observed, all as provided herein;

               (ii) immediately after giving effect to such merger or consolidation, 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 and such Person;

               (iv) any action as is necessary to maintain the Lien created by this Indenture shall have been taken; and

               (v) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating:

               (A) that such consolidation or merger and such supplemental indenture comply with this Section 3.10 ;

               (B) that such consolidation or merger and such supplemental indenture shall have no material adverse tax consequence to the Issuing Entity or any Financial Party; and

               (C) that all conditions precedent herein provided for in this Section 3.10 have been complied with, which shall include any filing required by the Exchange Act.

          (b) Except as otherwise expressly permitted by this Indenture or the other Basic Documents, the Issuing Entity shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets, including those included in the Trust Estate, to any Person, unless:

               (i) the Person that acquires such properties or assets of the Issuing Entity (1) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State and (2) by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee:

               (A) expressly assumes 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 Issuing Entity to be performed or observed, all as provided herein;

               (B) expressly agrees that all right, title and interest so sold, conveyed, exchanged, transferred or otherwise disposed of shall be subject and subordinate to the rights of the Secured Parties;

               (C) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and the Notes; and

               (D) expressly agrees that such Person (or if a group of Persons, then one specified Person) shall make all filings 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;

               (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and such Person;

               (iv) any action as is necessary to maintain the Lien created by this Indenture shall have been taken; and

               (v) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel addressed to the Issuing Entity, each stating that:

               (A) such sale, conveyance, exchange, transfer or disposition and such supplemental indenture comply with this Section 3.10 ;

               (B) such sale, conveyance, exchange, transfer or disposition and such supplemental indenture have no material adverse tax consequence to the Trust or to any Financial Parties; and

               (C) all conditions precedent herein provided for in this Section 3.10 have been complied with, which shall include any filing required by the Exchange Act.

     SECTION 3.11 Successor or Transferee .

          (a) Upon any consolidation or merger of the Issuing Entity in accordance with Section 3.10(a) , the Person formed by or surviving such consolidation or merger (if other than the Issuing Entity) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuing Entity under this Indenture and the other Basic Documents with the same effect as if such Person had been named as the Issuing Entity herein.

          (b) Upon a conveyance or transfer of substantially all the assets and properties of the Issuing Entity pursuant to Section 3.10(b) , the Issuing Entity shall be released from every covenant and agreement of this Indenture and the other Basic Documents to be observed or performed on the part of the Issuing Entity with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee from the Person acquiring such assets and properties stating that the Issuing Entity is to be so released.

     SECTION 3.12 No Other Business . The Issuing Entity shall not engage in any business or activity other than acquiring, holding and managing the Collateral and the proceeds therefrom in the manner contemplated by the Basic Documents, issuing the Notes and the Certificates, making payments on the Notes and the Certificates and such other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto, as set forth in Section 2.3 of the Trust Agreement.

     SECTION 3.13 No Borrowing . The Issuing Entity shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness for money borrowed other than indebtedness for money borrowed in respect of the Notes or otherwise in accordance with the Basic Documents.

     SECTION 3.14 Guarantees, Loans, Advances and Other Liabilities . Except as contemplated by this Indenture or the other Basic Documents, the Issuing Entity 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 (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 3.15 Servicer’s Obligations . The Issuing Entity shall use its best efforts to cause the Servicer to comply with its obligations under Section 3.10 of the Pooling and Servicing Agreement and Sections 4.01 and 4.02 of the Trust Sale and Servicing Agreement.

     SECTION 3.16 Capital Expenditures . The Issuing Entity shall not make any expenditure (whether by long-term or operating lease or otherwise) for capital assets (either real, personal or intangible property) other than the purchase of the Receivables and other property and rights from the Depositor pursuant to the Trust Sale and Servicing Agreement.

     SECTION 3.17 Removal of Administrator . So long as any Notes are Outstanding, the Issuing Entity shall not remove the Administrator without cause unless the Rating Agency Condition shall have been satisfied in connection with such removal.

     SECTION 3.18 Restricted Payments . Except for payments of principal or interest on or redemption of the Notes, so long as any Notes are Outstanding, the Issuing Entity shall not, directly or indirectly:

          (a) pay any dividend or 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 Issuing Entity or otherwise, in each case with respect to any ownership or equity interest or similar security in or of the Issuing Entity or to the Servicer;

          (b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or similar security; or

          (c) set aside or otherwise segregate any amounts for any such purpose;

provided , however , that the Issuing Entity may make, or cause to be made, distributions to the Servicer, the Depositor, the Indenture Trustee, the Owner Trustee, and the Financial Parties as permitted by, and to the extent funds are available for such purpose under, the Trust Sale and Servicing Agreement, the Trust Agreement or the other Basic Documents. The Issuing Entity shall not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with the Basic Documents.

     SECTION 3.19 Notice of Events of Default . The Issuing Entity agrees to give the Indenture Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder, each Servicer Default, each default on the part of the Depositor or the Servicer of its respective obligations under the Trust Sale and Servicing Agreement and each default on the part of the Seller or the Servicer of its respective obligations under the Pooling and Servicing Agreement.

     SECTION 3.20 Further Instruments and Acts . Upon request of the Indenture Trustee, the Issuing Entity 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 3.21 Indenture Trustee’s Assignment of Administrative Receivables and Warranty Receivables . Upon receipt of the Administrative Purchase Payment, the Warranty Payment or the Liquidation Proceeds with respect to an Administrative Receivable, a Warranty Receivable or a Liquidating Receivable, as the case may be, the Servicer, the Warranty Purchaser, or the purchaser and assignee of the Liquidating Receivable, as applicable, shall thereupon own such purchased or repurchased Receivable, all monies due thereon, the security interest in the related Financed Vehicle, proceeds from any Insurance Policies, proceeds from recourse against the Dealer on such Receivable and the interests in certain rebates of premiums and other amounts relating to the Insurance Policies and any documents relating thereto. Any

such Administrative Receivable, Warranty Receivable or Liquidating Receivable shall be deemed to be automatically released from the Lien of this Indenture without any action being taken by the Indenture Trustee upon payment of the Administrative Purchase Payment or Warranty Payment or upon receipt of the Liquidation Proceeds, as applicable, and the Servicer, Warranty Purchaser, or purchaser or assignee of the Liquidating Receivable, as applicable, shall own, such Administrative Receivable, Warranty Receivable, or Liquidating Receivable, as applicable, and all such security and documents, free of any further obligation to the Indenture Trustee, the Noteholders or the Certificateholders with respect thereto. If in any enforcement suit or legal proceeding it is held that the Servicer or other purchaser of an Administrative Receivable, Warranty Receivable or Liquidating Receivable may not enforce a Receivable on the ground that it is not a real party in interest or a holder entitled to enforce the Receivable, the Indenture Trustee shall, at the Servicer’s, Warranty Purchaser’s or such other purchaser’s or assignee’s expense, as applicable, take such steps as the Servicer, Warranty Purchaser or such other purchaser or assignee deems necessary to enforce the Receivable, including bringing suit in the Indenture Trustee’s name or the names of the Noteholders or, pursuant to Section 4.4, the Certificateholders.

     SECTION 3.22 Representations and Warranties by the Issuing Entity to the Indenture Trustee . The Issuing Entity hereby represents and warrants to the Indenture Trustee as follows:

          (a) Good Title . No Receivable has been sold, transferred, assigned or pledged by the Issuing Entity to any Person other than the Indenture Trustee; immediately prior to the conveyance of the Receivables pursuant to this Indenture, the Issuing Entity had good and marketable title thereto, free of any Lien; and, upon execution and delivery of this Indenture by the Issuing Entity, the Indenture Trustee shall have a Lien on all of the right, title and interest of the Issuing Entity in, to and under the Receivables, the unpaid indebtedness evidenced thereby and the collateral security therefor, and such right, title and interest are free of any Lien other than the Lien of this Indenture; and

          (b) All Filings Made . All filings (including UCC filings) necessary in any jurisdiction to give the Indenture Trustee a first priority perfected security interest in the Receivables shall have been made.

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 , 3.19 and 3.21 ; (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee under Sections 4.2 and 4.4 ); and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuing

Entity, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, if:

          (a) either:

               (i) all Notes theretofore authenticated and delivered (other than (A) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (B) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity or discharged from such trust, as provided in Section 3.3 ) have been delivered to the Indenture Trustee for cancellation; or

               (ii) all Notes not theretofore delivered to the Indenture Trustee for cancellation:

               (A) have become due and payable,

               (B) will be due and payable on their respective Final Scheduled Distribution Dates within one year, or

               (C) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuing Entity or such Notes have been redeemed in accordance with Section 10.1 ,

and the Issuing Entity, in the case of clauses (A) , (B) or (C) of subsection 4.1(a)(ii) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee 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 to pay and discharge the entire unpaid principal and accrued interest on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due on the Final Scheduled Distribution Date for such Notes or the Redemption Date for such Notes (if such Notes have been called for redemption pursuant to Section 10.1 ), as the case may be;

          (b) the Issuing Entity has paid or caused to be paid all other sums payable hereunder or under any Third Party Instrument by the Issuing Entity; and

          (c) the Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate of the Issuing Entity, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

     SECTION 4.2 Application of Trust Money . All monies deposited with the Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Holders of the particular Notes for the

payment or redemption of which such monies have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest and to payment of any other Secured Party or any holder of any Third Party Instrument of all sums, if any, due or to become due to any other Secured Party or any holder of any Third Party Instrument under and in accordance with this Indenture; but such monies need not be segregated from other funds except to the extent required herein, in the Trust Sale and Servicing Agreement, or as required by law.

     SECTION 4.3 Repayment of Monies Held by Paying Agent . In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuing Entity, be paid to the Indenture Trustee to be held and applied according to Section 3.3 and thereupon such Paying Agent shall be released from all further liability with respect to such monies.

     SECTION 4.4 Duration of Position of Indenture Trustee . Notwithstanding the earlier payment in full of all principal and interest due to the Noteholders under the terms of the Notes and the cancellation of the Notes pursuant to Section 3.1 , the Indenture Trustee shall continue to act in the capacity as Indenture Trustee hereunder for the benefit of the Certificateholders, for purposes of compliance with, and the Indenture Trustee shall comply with, its obligations under Sections 5.01(a) , 7.02 and 7.03 of the Trust Sale and Servicing Agreement, as appropriate, until such time as all distributions due to the Certificateholders have been paid in full and in such capacity the Indenture Trustee shall have the rights, benefits and immunities set forth in Article VI hereof.

ARTICLE V
DEFAULT AND REMEDIES

     SECTION 5.1 Events of Default . For the purposes of this Indenture, “Event of Default” wherever used herein, means any one of the following events:

          (a) failure to pay the full Note Class Interest Distributable Amount to the Controlling Class on any Distribution Date, and such default shall continue for a period of five (5) days; or

          (b) except as set forth in Section 5.1(c) , failure to pay any instalment of the principal of any Note as and when the same becomes due and payable, and such default continues unremedied for a period of thirty (30) days after there shall have been given, by registered or certified mail, to the Servicer by the Indenture Trustee or to the Servicer and the Indenture Trustee by the Holders of not less than 25% of the Outstanding Amount of the Controlling Class, a written notice specifying such default and demanding that it be remedied and stating that such notice is a “ Notice of Default ” hereunder; or

          (c) failure to pay in full the outstanding principal balance of any class of Notes by the Final Scheduled Distribution Date for such class; or

          (d) default in the observance or performance in any material respect of any covenant or agreement of the Issuing Entity made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this specifically

dealt with in this Section 5.1 ) which failure materially and adversely affects the rights of the Noteholders, and such default shall continue or not be cured, for a period of thirty (30) days after there shall have been given, by registered or certified mail, to the Issuing Entity and the Depositor (or the Servicer, as applicable) by the Indenture Trustee or to the Issuing Entity and the Depositor (or the Servicer, as applicable) and the Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of the Controlling Class, a written notice specifying such default, demanding that it be remedied and stating that such notice is a “ Notice of Default ” hereunder; or

          (e) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuing Entity or any substantial part of the 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 Issuing Entity or for any substantial part of the Trust Estate, or ordering the winding-up or liquidation of the Issuing Entity’s affairs, and such decree or order shall remain unstayed and in effect for a period of ninety (90) consecutive days; or

          (f) the commencement by the Issuing Entity 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 Issuing Entity to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuing Entity to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuing Entity or for any substantial part of the Trust Estate, or the making by the Issuing Entity of any general assignment for the benefit of creditors, or the failure by the Issuing Entity generally to pay its debts as such debts become due, or the taking of action by the Issuing Entity in furtherance of any of the foregoing.

The Issuing Entity shall deliver to the Indenture Trustee, within five (5) Business Days after learning of 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 Section 5.1(d) , its status and what action the Issuing Entity 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, unless the principal amount of the Notes shall have already become due and payable, either the Indenture Trustee or the Holders of Notes representing 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 Issuing Entity (and to the Indenture Trustee if given by the Noteholders) setting forth the Event or Events of Default, and upon any such declaration the unpaid principal 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 such declaration of acceleration of maturity of the Notes has been made and before a judgment or decree for payment of the money due thereunder has been obtained by the Indenture Trustee as hereinafter provided in this Article V , the Holders of

Notes representing a majority of the Outstanding Amount of the Controlling Class, by written notice to the Issuing Entity and the Indenture Trustee, may waive all Defaults set forth in the notice delivered pursuant to Section 5.2(a) , and rescind and annul such declaration and its consequences; provided , that no such rescission and annulment shall extend to or affect any other Default or impair any right consequent thereto; and provided further , that if the Indenture Trustee shall have proceeded to enforce any right under this Indenture and such Proceedings shall have been discontinued or abandoned because of such rescission and annulment or for any other reason, or such Proceedings shall have been determined adversely to the Indenture Trustee, then and in every such case, the Indenture Trustee, the Issuing Entity and the Noteholders, as the case may be, shall be restored respectively to their former positions and rights hereunder, and all rights, remedies and powers of the Indenture Trustee, the Issuing Entity and the Noteholders, as the case may be, shall continue as though no such Proceedings had been commenced.

     SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee . The Issuing Entity covenants that if an Event of Default occurs and such Event of Default has not been waived pursuant to Section 5.12 (or rescinded pursuant to Section 5.2(b)) , the Issuing Entity shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the ratable benefit of the Noteholders in accordance with their respective outstanding principal amounts, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal, at the rate borne by the Notes and in addition thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel.

          (b) If the Issuing Entity shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuing Entity or other obligor upon such Notes and may collect in the manner provided by law out of the property of the Issuing Entity or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable.

          (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4 , in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by applicable law.

          (d) If there shall be pending, relative to the Issuing Entity or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or if a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuing Entity or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuing Entity or other obligor upon the

Notes, or to the creditors or property of the Issuing Entity or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section 5.3 , shall be entitled and empowered, by intervention in such Proceedings or otherwise:

               (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;

               (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;

               (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and

               (iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders of Notes allowed in any judicial proceedings relative to the Issuing Entity, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee for application in accordance with the priorities set forth in the Basic Documents, and, if the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor trustee except as a result of negligence or bad faith.

          (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

          (f) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such

Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the benefit of the Secured Parties in accordance with the priorities set forth in the Basic Documents.

          (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

     SECTION 5.4 Remedies; Priorities .

          (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section 5.2(a) , the Indenture Trustee may do one or more of the following (subject to Sections 5.3 and 5.5 ):

               (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then due and payable on the Notes or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the Issuing Entity and any other obligor upon such Notes monies adjudged due;

               (ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate;

               (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders; and

               (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law or elect to have the Issuing Entity maintain possession of the Receivables and continue to apply collections on such Receivables as if there had been no declaration of acceleration; provided , however , that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default and acceleration of the Notes, unless (i) (A) the Holders of all of the aggregate Outstanding Amount of the Notes consent thereto or (B) the proceeds of such sale or liquidation distributable to the Noteholders are sufficient to discharge in full the principal of and the accrued interest on the Notes, at the date of such sale or liquidation or (C) (x) there has been an Event of Default under Section 5.1(a) , 5.1(b) or 5.1(c) or otherwise arising from a failure to make a required payment of principal on any Notes, (y) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as and when they would have become due if the Notes had not been declared due and payable, and (z) the Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding Amount of the Controlling Class and (ii) ten (10) days’ prior written notice of sale or liquidation has been given to the Rating Agencies. In determining such

sufficiency or insufficiency with respect to clauses (B) and (C) , the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose;

provided , however , that prior to the exercise of the right to sell all or any portion of the Trust Estate as provided herein, the Indenture Trustee shall provide a notice in writing to the Issuing Entity (with a copy to the Depositor and the Owner Trustee) (the “ Event of Default Sale Notice ”) of its intention to sell all or any portion of the Trust Estate (the part to be sold being the “ Subject Estate ”), and if the Subject Estate is less than all of the Trust Estate, the portion of the Trust Estate to be sold. The Indenture Trustee shall not consummate any sale until at least seven Business Days after the Event of Default Sale Notice has been given to the Issuing Entity (with a copy to the Depositor).

          (b) If the Indenture Trustee collects any money or property pursuant to this Article V , it shall pay out the money or property in the following order:

      FIRST: to the Indenture Trustee for amounts due under Section 6.7 and then to the Owner Trustee for amounts due to the Owner Trustee (not including amounts due for payments to the Certificateholders) under the Trust Agreement or the Trust Sale and Servicing Agreement; and

      SECOND: to the Collection Account, for distribution pursuant to Sections 8.01(b) and 8.01(e) of the Trust Sale and Servicing Agreement.

     SECTION 5.5 Optional Preservation of the Receivables . If the Notes have been declared to be due and payable under Section 5.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled in accordance with Section 5.2(b) , the Indenture Trustee may, but need not, elect to take and maintain possession of the Trust Estate. It is the desire of the parties hereto and the Secured Parties that there be at all times sufficient funds for the payment of the Secured Obligations to the Secured Parties and the Indenture Trustee shall take such desire into account when determining whether or not to take and maintain possession of the Trust Estate. In determining whether to take and maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

     SECTION 5.6 Limitation of Suits . No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

          (a) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default;

          (b) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder;

          (c) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request;

          (d) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and

          (e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60) day period by the Holders of a majority of the Outstanding Amount of the Controlling Class;

it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the Notes held by each Noteholder) and common benefit of all holders of Notes. For the protection and enforcement of the provisions of this Section 5.6 , each and every Noteholder shall be entitled to such relief as can be given either at law or in equity.

          If the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than a majority of the Outstanding Amount of the Controlling Class, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

     SECTION 5.7 Unconditional Rights of Noteholders To Receive Principal and Interest . Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, if applicable, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

     SECTION 5.8 Restoration of Rights and Remedies . If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Issuing Entity, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally to their respective former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.

     SECTION 5.9 Rights and Remedies Cumulative . No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

     SECTION 5.10 Delay or Omission Not a Waiver . No delay or omission of the Indenture Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

     SECTION 5.11 Control by Noteholders . The Holders of a majority of the Outstanding Amount of the Controlling Class shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Indenture Trustee, have the right to direct in writing the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, however, that:

          (a) such direction shall not be in conflict with any rule of law or with this Indenture;

          (b) subject to the express terms of Section 5.4 , any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes;

          (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to Section 5.5 , then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Trust Estate shall be of no force and effect; and

          (d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction;

provided , however , that, subject to Section 6.1 , the Indenture Trustee need not take any action that it determines might cause it to incur any liability or might materially adversely affect the rights of any Noteholders not consenting to such action.

     SECTION 5.12 Waiver of Past Defaults .

          (a) Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2 , the Holders of not less than a majority of the Outstanding Amount of the Controlling Class may waive any past Default or Event of Default and its consequences except a Default (i) in the payment of principal of or interest on any of the Notes or (ii) in respect of a

covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note. In the case of any such waiver, the Issuing Entity, the Indenture Trustee and the Noteholders shall be restored to their respective former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

          (b) Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

     SECTION 5.13 Undertaking for Costs . All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any Proceeding for the enforcement of any right or remedy under this Indenture, or in any Proceeding against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such Proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.13 shall not apply to:

          (a) any Proceeding instituted by the Indenture Trustee;

          (b) any Proceeding instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount of the Controlling Class; or

          (c) any Proceeding instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

     SECTION 5.14 Waiver of Stay or Extension Laws . The Issuing Entity covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture. The Issuing Entity (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

     SECTION 5.15 Action on Notes . The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuing Entity or

by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuing Entity. Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.4(b) .

     SECTION 5.16 Performance and Enforcement of Certain Obligations .

          (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuing Entity agrees to take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor and the Servicer of their respective obligations to the Issuing Entity under or in connection with the Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement or by GMAC of its obligations under or in connection with the Pooling and Servicing Agreement in accordance with the terms thereof or by any obligor under a Third Party Instrument of its obligations under or in accordance with the Third Party Instrument in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuing Entity under or in connection with the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement and any Third Party Instrument to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, the Servicer, or any obligor under a Third Party Instrument thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor or the Servicer or any obligor under a Third Party Instrument of their respective obligations under the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement and any Third Party Instrument.

          (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Outstanding Amount of the Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuing Entity against the Depositor, the Servicer or any obligor under a Third Party Instrument under or in connection with the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement or a Third Party Instrument, including the right or power to take any action to compel or secure performance or observance by the Depositor or the Servicer of each of their obligations to the Issuing Entity thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Trust Sale and Servicing Agreement, and any right of the Issuing Entity to take such action shall be suspended.

          (c) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers, privileges and claims of the Depositor against GMAC under or in connection with the Pooling and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by GMAC of each of its obligations to the Depositor thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Pooling and Servicing Agreement, and any right of the Depositor to take such action shall be suspended.

ARTICLE VI
THE INDENTURE TRUSTEE

     SECTION 6.1 Duties of Indenture Trustee .

          (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

          (b) Except during the continuance of an Event of Default:

               (i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Trust Sale and Servicing Agreement and no implied covenants or obligations shall be read into this Indenture, the Trust Sale and Servicing Agreement or any other Basic Document against the Indenture Trustee; and

               (ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided , however , that the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

          (c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

               (i) this Section 6.1(c) does not limit the effect of Section 6.1(b) ;

               (ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and

               (iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to any provision of this Indenture or any other Basic Document.

          (d) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuing Entity.

          (e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Trust Sale and Servicing Agreement or the Trust Agreement.

          (f) No provision of this Indenture or any other Basic Document shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it

shall have reasonable grounds to believe that repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

          (g) Every provision of this Indenture and each other Basic Document relating to the Indenture Trustee shall be subject to the provisions of this Section 6.1 and to the provisions of the TIA.

          (h) The Indenture Trustee shall have no liability or responsibility for the acts or omissions of any other party to any of the Basic Documents.

          (i) In no event shall the Indenture Trustee be liable for any damages in the nature of special, indirect or consequential damages, however styled, including lost profits.

          (j) If and for so long as Certificates representing in the aggregate a 100% beneficial interest in the Trust are held by the Depositor, the Indenture Trustee shall make distributions to the Depositor, rather than the Certificate Distribution Account, under the circumstances described in Section 5.2 of the Trust Agreement.

     SECTION 6.2 Rights of Indenture Trustee .

          (a) The Indenture Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Indenture Trustee need not investigate any fact or matter stated in the document.

          (b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel.

          (c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.

          (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided , however , that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.

          (e) The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or

suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

          (f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Indenture Trustee security or indemnity satisfactory to the Indenture Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

          (g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Indenture Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.

          (h) The Indenture Trustee shall not be deemed to have notice of any Default, Event of Default or Servicer Default unless a Responsible Officer of the Indenture Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Indenture Trustee at the Corporate Trust Office of the Indenture Trustee, and such notice references the Securities and this Indenture.

          (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, including its capacity under Section 4.4 hereof, and in connection with the performance of any of its duties or obligations under any of the Basic Documents.

     SECTION 6.3 Indenture Trustee May Own Notes . The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuing Entity, the Servicer or any of their respective Affiliates with the same rights it would have if it were not Indenture Trustee; provided, however, that the Indenture Trustee shall comply with Sections 6.10 and 6.11 . Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights.

     SECTION 6.4 Indenture Trustee’s Disclaimer . The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of any Basic Document, including this Indenture or the Notes, it shall not be accountable for the Issuing Entity’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuing Entity in the Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication.

     SECTION 6.5 Notice of Defaults . If a Default occurs and is continuing and if it is known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to each Noteholder notice of the Default within the later of (a) ninety (90) days after it occurs or (b) ten (10) days after it is known to a Responsible Officer of the Indenture Trustee. Except in the case of a Default in payment of principal of or interest on any Note, the Indenture Trustee may

withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders.

     SECTION 6.6 Reports by Indenture Trustee .

          (a) The Indenture Trustee shall deliver to each Noteholder the documents and information set forth in Article VII and, in addition, all such information with respect to the Notes as may be required to enable such Holder to prepare its federal and state income tax returns.

          (b) The Indenture Trustee shall:

               (i) deliver to the Depositor, the Owner Trustee and the Servicer a report of its assessment of compliance with the Servicing Criteria regarding general servicing, cash and collection administration, investor remittances and reporting, and pool asset administration during the preceding calendar year, including disclosure of any material instance of non-compliance identified by the Indenture Trustee, as required by Rule 13a-18 and Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB under the Securities Act;

               (ii) cause a firm of registered public accountants that is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to the Depositor, the Owner Trustee and the Servicer an attestation report that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act, as applicable, on the assessment of compliance with Servicing Criteria with respect to the prior calendar year for inclusion in the Issuing Entity’s 10-K filing; such attestation report shall be in accordance with Rule 1-02(a)(3) and Rule 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and

               (iii) deliver to the Depositor and any other Person that will be responsible for signing the certification (a “ Sarbanes Certification ”) required by Rule 13a-14(d) and Rule 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of the Issuing Entity or the Depositor with respect to this securitization transaction a certification substantially in the form attached hereto as Exhibit E or such form as mutually agreed upon by the Depositor and the Indenture Trustee; the Indenture Trustee acknowledges that the parties identified in this clause (iii) may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.

          (c) The reports referred to in Section 6.6(b) shall be delivered on or before March 15 of each year that a 10-K filing is required to be filed by the Issuing Entity, beginning March 15, 2009, unless the Issuing Entity is not required to file periodic reports under the Exchange Act or any other law, in which case such reports may be delivered on or before April 30 of each calendar year, beginning April 30, 2009.

     SECTION 6.7 Compensation; Indemnity .

          (a) The Issuing Entity shall cause the Servicer pursuant to Section 3.09 of the Pooling and Servicing Agreement to pay to the Indenture Trustee from time to time reasonable

compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuing Entity shall cause the Servicer pursuant to Section 3.09 of the Pooling and Servicing Agreement to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, external counsel, accountants and experts. The Issuing Entity shall cause the Servicer to indemnify the Indenture Trustee in accordance with Section 6.01 of the Trust Sale and Servicing Agreement.

          (b) The Issuing Entity’s obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or 5.1(f) with respect to the Issuing Entity, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

     SECTION 6.8 Replacement of Indenture Trustee .

          (a) The Indenture Trustee may at any time give notice of its intent to resign by so notifying the Issuing Entity; provided , however , that no such resignation shall become effective and the Indenture Trustee shall not resign prior to the time set forth in Section 6.8(c) . The Holders of a majority in Outstanding Amount of the Controlling Class may remove the Indenture Trustee by so notifying the Indenture Trustee and may appoint a successor Indenture Trustee. Such resignation or removal shall become effective in accordance with Section 6.8(c) . The Issuing Entity shall remove the Indenture Trustee if:

               (i) the Indenture Trustee fails to comply with Section 6.11 ;

               (ii) the Indenture Trustee is adjudged bankrupt or insolvent;

               (iii) a receiver or other public officer takes charge of the Indenture Trustee or its property; or

               (iv) the Indenture Trustee otherwise becomes incapable of acting.

          (b) If the Indenture Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuing Entity shall promptly appoint and designate a successor Indenture Trustee.

          (c) A successor Indenture Trustee shall deliver a written acceptance of its appointment and designation to the retiring Indenture Trustee and to the Issuing Entity. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

          (d) If a successor Indenture Trustee does not take office within sixty (60) days after the Indenture Trustee gives notice of its intent to resign or is removed, the retiring Trustee, the Issuing Entity or the Holders of a majority of the Outstanding Amount of the Controlling Class may petition any court of competent jurisdiction for the appointment and designation of a successor Indenture Trustee.

          (e) If the Indenture Trustee fails to comply with Section 6.11 , any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

          (f) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8 , the Issuing Entity’s obligations under Section 6.7 and the Servicer’s corresponding obligations under the Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement shall continue for the benefit of the retiring Indenture Trustee.

     SECTION 6.9 Merger or Consolidation of Indenture Trustee .

          (a) Any corporation into which the Indenture Trustee may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Indenture Trustee shall be a party, or any corporation succeeding to the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee under this Indenture; provided , however , that such corporation shall be eligible under the provisions of Section 6.11 , without the execution or filing of any instrument or any further act on the part of any of the parties to this Indenture, anything in this Indenture to the contrary notwithstanding.

          (b) If at the time such successor or successors by merger or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee. In all such cases such certificate of authentication shall have the same full force as is provided anywhere in the Notes or herein with respect to the certificate of authentication of the Indenture Trustee.

     SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee .

          (a) Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person or Persons, in such capacity and for the benefit of the Secured Parties (only to the extent expressly provided herein), such title to the Trust Estate, or any part hereof, and, subject to the other provisions of this Section 6.10 , such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or

separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8 .

          (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

               (i) all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

               (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

               (iii) the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

          (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI . Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee.

          (d) Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

     SECTION 6.11 Eligibility; Disqualification . The Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a). The Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition and (unless waived by Moody’s Investors Service, Inc.) it shall have a long term

unsecured debt rating of Baa3 or better by Moody’s Investors Service, Inc. The Indenture Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities of the Issuing Entity are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

     SECTION 6.12 Preferential Collection of Claims Against Issuing Entity . The Indenture Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

     SECTION 6.13 Representations and Warranties of Indenture Trustee . The Indenture Trustee represents and warrants as of the Closing Date that:

          (a) the Indenture Trustee (i) is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America and (ii) satisfies the eligibility criteria set forth in Section 6.11 ;

          (b) the Indenture Trustee has full power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture;

          (c) the execution, delivery and performance by the Indenture Trustee of this Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or governmental authority applicable to the Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee, or (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of any Lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or Lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture;

          (d) the execution, delivery and performance by the Indenture Trustee of this Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Indenture Trustee; and

          (e) this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms.

     SECTION 6.14 Indenture Trustee May Enforce Claims Without Possession of Notes . All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture

Trustee shall be brought in its own name as Indenture Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, be for the ratable benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholders in respect of which such judgment has been obtained.

     SECTION 6.15 Suit for Enforcement . If an Event of Default shall occur and be continuing, the Indenture Trustee, in its discretion may, subject to the provisions of Section 6.1 , proceed to protect and enforce its rights and the rights of the Noteholders under this Indenture by Proceeding whether for the specific performance of any covenant or agreement contained in this Indenture or in aid of the execution of any power granted in this Indenture or for the enforcement of any other legal, equitable or other remedy as the Indenture Trustee, being advised by counsel, shall deem most effectual to protect and enforce any of the rights of the Indenture Trustee or the Noteholders.

     SECTION 6.16 Rights of Noteholders to Direct Indenture Trustee . Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee or exercising any trust or power conferred on the Indenture Trustee; provided, however, that subject to Section 6.1 , the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee being advised by counsel determines that the action so directed may not lawfully be taken, or if the Indenture Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would be illegal or subject it to personal liability or be unduly prejudicial to the rights of Noteholders not parties to such direction; and provided, further, that nothing in this Indenture shall impair the right of the Indenture Trustee to take any action deemed proper by the Indenture Trustee and which is not inconsistent with such direction by the Noteholders.

ARTICLE VII
NOTEHOLDERS’ LISTS AND REPORTS

     SECTION 7.1 Issuing Entity To Furnish Indenture Trustee Names and Addresses of Noteholders . The Issuing Entity shall furnish or cause to be furnished by the Servicer to the Indenture Trustee (a) not more than five (5) days before each Distribution Date a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes as of the close of business on the related Record Date, and (b) at such other times as the Indenture Trustee may request in writing, within fourteen (14) days after receipt by the Issuing Entity of any such request, a list of similar form and content as of a date not more than ten (10) days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished.

     SECTION 7.2 Preservation of Information, Communications to Noteholders .

          (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The

Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished.

          (b) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes.

          (c) The Issuing Entity, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c).

     SECTION 7.3 Reports by Issuing Entity .

          (a) The Issuing Entity shall:

               (i) file with the Indenture Trustee, within fifteen (15) days after the Issuing Entity is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuing Entity may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or Item 1122 of Regulation AB;

               (ii) file with the Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuing Entity with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

               (iii) supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA § 313(c)) such summaries of any information, documents and reports required to be filed by the Issuing Entity pursuant to clauses (i) and (ii) of this Section 7.3(a) as may be required by rules and regulations prescribed from time to time by the Commission.

          (b) Unless the Issuing Entity otherwise determines, the fiscal year of the Issuing Entity shall end on December 31 of such year.

     SECTION 7.4 Reports by Trustee .

          (a) If required by TIA § 313(a), within sixty (60) days after each August 15, beginning with August 15, 2008, the Indenture Trustee shall mail to each Noteholder as required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The Indenture Trustee also shall comply with TIA § 313(b). A copy of any report delivered pursuant to this Section 7.4(a) shall, at the time of its mailing to Noteholders, be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are listed. The Issuing Entity shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange.

          (b) On each Distribution Date the Indenture Trustee shall include with each payment to each Noteholder a copy of the statement for the related Monthly Period or Periods applicable to such Distribution Date as required pursuant to Section 4.09 of the Trust Sale and Servicing Agreement.

ARTICLE VIII
ACCOUNTS, DISBURSEMENTS AND RELEASES

     SECTION 8.1 Collection of Money . Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture and the Trust Sale and Servicing Agreement. The Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article V .

     SECTION 8.2 Designated Accounts; Payments .

          (a) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee for the benefit of the Financial Parties (and with respect to the Reserve Account, for the benefit of the Servicer) the Designated Accounts as provided in Articles IV and V of the Trust Sale and Servicing Agreement.

          (b) On or before each Distribution Date, (i) amounts shall be deposited in the Collection Account as provided in Section 4.06 of the Trust Sale and Servicing Agreement and (ii) the Aggregate Noteholders’ Interest Distributable Amount and the Aggregate Noteholders’ Principal Distributable Amount shall be transferred from the Collection Account to the Note Distribution Account as and to the extent provided in Section 4.06 of the Trust Sale and Servicing Agreement.

          (c) On each Distribution Date, the Indenture Trustee shall notify the Account Holder to apply and, as required, distribute to the Noteholders all amounts on deposit in the Note Distribution Account (subject to the Servicer’s rights under Section 5.03 of the Trust Sale and Servicing Agreement to Investment Earnings) in the following order of priority and in the amounts determined as described below:

               (i) On each Distribution Date, except as otherwise provided in clause (iii) below, the amount deposited in the Note Distribution Account in respect of interest on the Notes shall be applied in the following order of priority, to the extent of remaining funds after all

earlier priorities have been satisfied, and any amount so applied shall be paid on such Distribution Date to the holders of Notes of each applicable Class:

               (A) the Aggregate Class A Interest Distributable Amount shall be paid to the holders of the Class A Notes;

               (B) the Aggregate Class B Interest Distributable Amount shall be paid to the holders of the Class B Notes;

               (C) the Aggregate Class C Interest Distributable Amount shall be paid to the holders of the Class C Notes; and

               (D) the Aggregate Class D Interest Distributable Amount shall be paid to the holders of the Class D Notes;

provided however , if there are not sufficient funds to so pay the entire amount specified in any of the foregoing priorities for a particular class of Notes, then the amount available for such class of Notes shall be paid to the Holders thereof ratably on the basis of the total amount of accrued and unpaid interest owing to each such Holder.

               (ii) Unless otherwise provided in clause (iii) below, (A) an amount equal to the Aggregate Noteholders’ Principal Distributable Amount shall be applied to each class of Notes in the following amounts and in the following order of priority and any amount so applied shall be paid on such Distribution Date to the Holders of such class of Notes:

     (1) to the Class A-1 Notes, until the Outstanding Amount of the Class A-1 Notes is reduced to zero;

     (2) to the Class A-2a Notes and the Class A-2b Notes, ratably in accordance with the Note Principal Balance of the Class A-2a Notes and the Class A-2b Notes, until the Outstanding Amounts of the Class A-2a Notes and Class A-2b Notes are reduced to zero;

     (3) to the Class A-3a Notes and the Class A-3b Notes, ratably in accordance with the Note Principal Balance of the Class A-3a Notes and the Class A-3b Notes, until the Outstanding Amounts of the Class A-3a Notes and Class A-3b Notes are reduced to zero;

     (4) to the Class A-4 Notes, until the Outstanding Amount of the Class A-4 Notes is reduced to zero;

     (5) to the Class B Notes, until the Outstanding Amount of the Class B Notes is reduced to zero;

     (6) to the Class C Notes, until the Outstanding Amount of the Class C Notes is reduced to zero; and

     (7) to the Class D Notes, until the Outstanding Amount of the Class D Notes is reduced to zero.

               (iii) If the Notes have been declared immediately due and payable following an Event of Default as provided in Section 5.2 , until such time as all Events of Default have been cured or waived as provided in Section 5.2(b) , any amounts deposited in the Note Distribution Account shall be applied in accordance with Section 2.7(c) .

     SECTION 8.3 General Provisions Regarding Accounts

          (a) So long as no Default or Event of Default shall have occ