INDENTURE

EXECUTION COPY

SECTION 1.1.   Definitions and Usage .  Except as otherwise specified herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Sale and Servicing Agreement, which also contains rules as to usage that shall be applicable herein.  Appendix A is incorporated by reference into this Indenture

SECTION 1.2.   Incorporation by Reference of Trust Indenture Act .  Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.  The following TIA terms used in this Indenture have the following meanings:

“indenture securities” shall mean the Notes.

“indenture security holder” shall mean a Noteholder.

“indenture to be qualified” shall mean this Indenture.

“indenture trustee” or “institutional trustee” shall mean the Indenture Trustee.

“obligor” on the indenture securities shall mean the Issuer and any other obligor on the indenture securities.

SECTION 2.1.   Form .  (a)  The Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3a Notes, the Class A-3b Notes, the Class A-4a Notes, the Class A-4b Notes, the Class B Notes and the Class C Notes, together with the Securities Administrator’s certificates of authentication, shall be in substantially the form set forth in Exhibit A-1 , Exhibit A-2a , Exhibit A-2b , Exhibit A-3a , Exhibit A-3b , Exhibit A-4a , Exhibit A-4b , Exhibit B and Exhibit C , respectively, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution thereof. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

(b)   The definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the Authorized Officers of the Trust executing such Notes, as evidenced by their execution of such Notes.

(c)   Each Note shall be dated the date of its authentication.  The terms of the Notes set forth in Exhibit A-1 , Exhibit A-2a , Exhibit A-2b , Exhibit A-3a , Exhibit A-3b , Exhibit A-4a , Exhibit A-4b , Exhibit B and Exhibit C , are part of the terms of this Indenture and are incorporated herein by reference.

(d)   The Issuer in issuing the Notes may use “CUSIP,” “CINS” and “ISIN” numbers (if then generally in use), and the Indenture Trustee and the Securities Administrator shall use CUSIP, CINS and ISIN numbers, as the case may be, in notices as a convenience to Noteholders and no representation shall be made as to the correctness of such numbers either as printed on the Notes or as contained in a notice to Noteholders.

SECTION 2.2.   Execution, Authentication and Delivery .  (a)  The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers.  The signature of any such Authorized Officer on the Notes may be manual or facsimile.

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

(c)   The Securities Administrator shall, upon Issuer Order, authenticate and deliver the Notes for original issue in the Classes and initial aggregate principal amounts as set in the table below.

The aggregate principal amount of the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3a Notes, the Class A-3b Notes, the Class A-4a Notes, the Class A-4b Notes, the Class B Notes and the Class C Notes Outstanding at any time may not exceed those respective amounts except as provided in Section 2.6.

(d)   The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes, shall be issuable as Book-Entry Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof.

(e)   No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Securities Administrator by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

SECTION 2.3.   Temporary Notes .  Pending the preparation of definitive Notes pursuant to Section 2.13, the Issuer may execute, and upon receipt of an Issuer Order the Securities Administrator shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise produced, substantially of the tenor of the definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing the temporary Notes may determine, as evidenced by their execution of such temporary Notes.

SECTION 2.4.   Tax Treatment .  The Issuer has entered into this Indenture, and the Notes shall be issued, with the intention that, for federal, State and local income and franchise tax purposes, the Notes shall qualify as indebtedness of the Issuer secured by the Indenture Trust Estate.  The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note), agree to treat the Notes for federal, State and local income and franchise tax purposes as indebtedness of the Issuer.

SECTION 2.5.   Registration; Registration of Transfer and Exchange .  (a)  The Issuer shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes.  The Securities Administrator initially shall be the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided.  Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.  If a Person other than the Securities Administrator is appointed by the Issuer as Note Registrar, (i) the Issuer shall give the Indenture Trustee and the Securities Administrator prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, (ii) the Indenture Trustee and the Securities Administrator shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and (iii) the Indenture Trustee and the Securities Administrator shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Noteholders and the principal amounts and number of such Notes.

(b)   Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.2, if the requirements of Section 8-401(a) of the UCC are met, an Authorized Officer of the Issuer shall execute, and the Securities Administrator shall authenticate and the Noteholder shall obtain from the Securities Administrator in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denomination, of a like aggregate principal amount.

(c)   Subject to subsection (i) below, at the option of the Noteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency.  Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute the Securities Administrator shall authenticate, and the Noteholder shall obtain from the Securities Administrator the Notes which the Noteholder making such exchange is entitled to receive.

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

(f)   No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.3 or 9.6 not involving any transfer.

(g)   The preceding provisions of this Section 2.5 notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the Payment Date for any payment with respect to such Note.

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

(a)   If (i) any mutilated Note is surrendered to the Securities Administrator or the Note Registrar, or the Securities Administrator receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee and the Securities Administrator such security or indemnity as may be required by the Indenture Trustee, the Note Registrar and the Securities Administrator to hold the Issuer, the Indenture Trustee, the Note Registrar and the Securities Administrator harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Securities Administrator that such Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC, and provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute, and upon Issuer Request the Securities Administrator shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class; provided , however , that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note

(b)   Upon the issuance of any replacement Note under this Section 2.6, the Issuer may require the payment by the Noteholder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee and the Securities Administrator) connected therewith.

(c)   Every replacement Note issued pursuant to this Section 2.6 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

(d)   The provisions of this Section 2.6 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.7.   Persons Deemed Owners .  Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee, the Securities Administrator and any agent of the Issuer, the Indenture Trustee or the Securities Administrator may treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Indenture Trustee, the Securities Administrator or any agent of the Issuer, the Indenture Trustee or the Securities Administrator shall be affected by notice to the contrary.

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

(a)   The Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3a Notes, the Class A-3b Notes, the Class A-4a Notes, the Class A-4b Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2a Rate, the Class A-2b Rate, the Class A-3a Rate, the Class A-3b Rate, the Class A-4a Rate, the Class A-4b Rate, the Class B Rate and the Class C Rate, respectively, as set forth in Exhibit A-1 , Exhibit A-2a , Exhibit A-2b , Exhibit A-3a , Exhibit A-3b , Exhibit A-4a , Exhibit A-4b , Exhibit B and Exhibit C , respectively, and such interest shall be due and payable on each Payment Date as specified therein, subject to Section 3.1.  Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date

shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered in the Note Register on the Record Date either by wire transfer in immediately available funds, to the account of such Noteholder at a bank or other entity having appropriate facilities therefor, if such Noteholder shall have provided to the Note Registrar appropriate written instructions at least five Business Days prior to such Payment Date and such Noteholder’s Notes in the aggregate evidence a denomination of not less than $1,000,000, or, if not, by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date; provided that, unless Definitive Notes have been issued to Note Owners pursuant to Section 2.13, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, and except for the final installment of principal payable with respect to such Note on a Payment Date, Prepayment Date or the applicable Final Scheduled Payment Date, which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.3.

(b)   The principal of each Note shall be payable in installments on each Payment Date as provided in the forms of Notes set forth in Exhibit A-1 , Exhibit A-2a , Exhibit A-2b , Exhibit A-3a , Exhibit A-3b , Exhibit A-4a , Exhibit A-4b , Exhibit B and Exhibit C .  Notwithstanding the foregoing, the entire unpaid principal amount of each Class of Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class have declared the Notes to be immediately due and payable in the manner provided in Section 5.2.  All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto.  The Securities Administrator shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note shall be paid.  Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment shall be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.  Notices in connection with redemption of Notes shall be mailed to Noteholders as provided in Section 10.2.

(c)   If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Note Interest Rate on the Payment Date following such default.  The Issuer shall pay such defaulted interest to the Persons who are Noteholders on the Record Date for such following Payment Date.

SECTION 2.9.   Cancellation .  All Notes surrendered for payment, registration of transfer or exchange or redemption pursuant to Section 10.1 shall, if surrendered to any Person other than the Securities Administrator, be delivered to the Securities Administrator and shall be promptly cancelled by the Securities Administrator.  The Issuer may at any time deliver to the Securities Administrator for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Securities Administrator.  No Notes shall be

authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section 2.9, except as expressly permitted by this Indenture.  All cancelled Notes may be held or disposed of by the Securities Administrator in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it and so long as such Issuer Order is timely and the Notes have not been previously disposed of by the Securities Administrator.

SECTION 2.11.   Book-Entry Notes .  The Notes, upon original issuance, shall be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer.  The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof shall receive a Definitive Note (as defined below) representing such Note Owner’s interest in such Note, except as provided in Section 2.13.  Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.13:

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

(ii)   the Note Registrar, the Indenture Trustee and the Securities Administrator shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole Noteholder, and shall have no obligation to the Note Owners;

(iii)   to the extent that the provisions of this Section 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.11 shall control;

(iv)   the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement; unless and until Definitive Notes are issued to Note Owners pursuant to Section 2.13, the initial Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such Clearing Agency Participants; and

(v)   whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of Notes evidencing a specified percentage of the principal amount of the Notes Outstanding (or any Class thereof) the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest of the Notes Outstanding (or Class thereof) and has delivered such instructions to the Indenture Trustee and the Securities Administrator.

SECTION 2.12.   Notices to Clearing Agency .  Whenever a notice or other communication to the Noteholders of Book-Entry Notes is required under this Indenture, unless and until Definitive Notes shall have been issued to the Note Owners pursuant to Section 2.13, the Indenture Trustee and the Securities Administrator shall give all such notices and communications specified herein to be given to Noteholders of Book-Entry Notes to the Clearing Agency, and shall have no obligation to such Note Owners.

SECTION 2.13.   Definitive Notes .  With respect to any Class or Classes of Book-Entry Notes, if (i) the Issuer advises the Indenture Trustee and the Securities Administrator in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to such Class of Book-Entry Notes and the Issuer is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default or an Event of Servicing Termination, Note Owners of such Class of Book- Entry Notes evidencing beneficial interests aggregating not less than a majority of the Outstanding Amount of such Class advise the Indenture Trustee, the Securities Administrator and the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Class of Note Owners, then the Clearing Agency shall notify all Note Owners of such Class, the Indenture Trustee and the Securities Administrator of the occurrence of such event and of the availability of Definitive Notes to the Note Owners of the applicable Class requesting the same. Upon surrender to the Securities Administrator of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Securities Administrator shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency.  None of the Issuer, the Note Registrar, the Indenture Trustee or the Securities Administrator shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.  Upon the issuance of Definitive Notes to Note Owners, the Indenture Trustee and the Securities Administrator shall recognize the holders of such Definitive Notes as Noteholders.

SECTION 2.14.   Authenticating Agents .  (a)  The Securities Administrator may appoint one or more persons (each, an “Authenticating Agent”) with power to act on its behalf and subject to its direction in the authentication of Notes in connection with issuance, transfers and exchanges under Sections 2.2, 2.3, 2.5, 2.6 and 9.6, as fully to all intents and purposes as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes.  For all purposes of this Indenture, the authentication of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be deemed to be the authentication of Notes “by the Securities Administrator.”

(b)   Any corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, without the execution or filing of any document or any further act on the part of the parties hereto or such Authenticating Agent or such successor corporation.

(c)   Any Authenticating Agent may at any time resign by giving written notice of resignation to the Indenture Trustee, the Securities Administrator and the Owner Trustee.  The Securities Administrator may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent, the Indenture Trustee and the Owner Trustee.  Upon receiving such notice of resignation or upon such a termination, the Securities Administrator may appoint a successor Authenticating Agent and shall give written notice of any such appointment to the Owner Trustee and the Indenture Trustee.

(d)   The Issuer agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services.  The provisions of Sections 2.9 and 6.4 shall be applicable to any Authenticating Agent.

SECTION 3.1.   Payment of Principal and Interest .  The Issuer shall duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture.  Without limiting the foregoing, on each Payment Date the Issuer shall cause to be paid pursuant to Sections 8.2(c) and 8.2(d) all amounts on deposit in the Collection Account, the Reserve Account (to the extent provided in Section 4.4 of the Sale and Servicing Agreement) and the Principal Distribution Account with respect to the Collection Period preceding such Payment Date and deposited therein pursuant to the Sale and Servicing Agreement.  Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.

SECTION 3.2.   Maintenance of Office or Agency .  The Issuer shall maintain in the Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served.  The Issuer hereby initially appoints the Securities Administrator to serve as its agent for the foregoing purposes.  The Issuer shall give prompt written notice to the Indenture Trustee and the Securities Administrator of the location, and of any change in the location, of any such office or agency.  If, at any time, the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee and the Securities Administrator with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office of the Securities Administrator, and the Issuer hereby appoints the Securities Administrator as its agent to receive all such surrenders, notices and demands.

SECTION 3.3.   Money for Payments To Be Held in Trust .  (a)  As provided in Sections 8.2 and 5.4(b), all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Trust Accounts shall be made on behalf of the Issuer by the Securities Administrator or by another Note Paying Agent, and no amounts so withdrawn from the Trust Accounts for payments of Notes shall be paid over to the Issuer, except as provided in this Section 3.3.

(b)   On or before the Business Day preceding each Payment Date and Prepayment Date, the Issuer shall deposit or cause to be deposited (including the provision of instructions to the Securities Administrator to make any required withdrawals from the Reserve Account and to deposit such amounts in the Collection Account) in the Collection Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Note Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee and (unless the Note Paying Agent is the Securities Administrator) the Securities Administrator of its action or failure so to act.

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

(i)   hold all sums held by it for the payment of amounts due with respect to the Notes or under the Interest Rate Swap Agreements in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii)   give the Indenture Trustee, the Counterparties and the Securities Administrator notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes or under the Interest Rate Swap Agreements, as applicable;

(iii)   at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Note Paying Agent;

(iv)   immediately resign as a Note Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes or under the Interest Rate Swap Agreements, as applicable, if at any time it ceases to meet the standards required to be met by a Note Paying Agent at the time of its appointment; and

(v)   comply with all requirements of the Code and any State or local tax law with respect to the withholding from any payments made by it on any Notes or under the Interest Rate Swap Agreements, as applicable, of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

(d)   The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Note Paying Agent to pay to the Indenture Trustee all sums held in trust by such Note Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Note Paying Agent; and upon such payment by any Note Paying Agent to the Indenture Trustee, such Note Paying Agent shall be released from all further liability with respect to such money.

(e)   Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Note Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request; and the Noteholder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Note Paying Agent with respect to such trust money shall thereupon cease; provided , however , that before being required to make any such repayment such Note Paying Agent or the Securities Administrator, on behalf of the Indenture Trustee, shall at the expense and written direction of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to the Issuer. The Securities Administrator shall also adopt and employ, at the expense and written direction of the Issuer, any other reasonable means of notification of such repayment (including mailing notice of such repayment to Noteholders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Securities Administrator or of any Note Paying Agent, at the last address of record for each such Noteholder).

SECTION 3.4.   Existence .  The Issuer shall keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Issuer shall keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate, including all licenses required under (i) the Maryland Vehicle Sales Finance Act or (ii) the Pennsylvania Motor Vehicle Sales Finance Act in connection with this Indenture and the other Basic Documents and the transactions contemplated hereby and thereby until such time as the Trust shall terminate in accordance with the terms of this Indenture and the Trust Agreement.

SECTION 3.5.   Protection of Indenture Trust Estate .  (a)  The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Indenture Trust Estate, and the Trust shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on and a first priority, perfected security interest in the

Indenture Trust Estate.  The Issuer shall from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and shall take such other action necessary or advisable to:

(i)   maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;

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

(iii)   enforce any of the Collateral; or

(iv)   preserve and defend title to the Indenture Trust Estate and the rights of the Indenture Trustee, the Counterparties and the Noteholders in such Indenture Trust Estate against the claims of all Persons.

(b)   The Issuer hereby represents and warrants that, as to the Collateral pledged to the Indenture Trustee for the benefit of the Noteholders, on the Closing Date:

(i)   the Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral that is in existence in favor of the Indenture Trustee, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Issuer;

(ii)   the Receivables constitute “tangible chattel paper” under the applicable UCC;

(iii)   the Issuer owns and has good and marketable title to such Collateral free and clear of any Liens of any Person, other than the interest Granted under this Indenture;

(iv)   the Issuer has acquired its ownership in such Collateral in good faith without notice of any adverse claim;

(v)   the Trust Accounts are not in the name of any Person other than the Indenture Trustee or the Securities Administrator, on behalf of the Indenture Trustee, and the Issuer has not consented to the bank maintaining the Trust Accounts to comply with the instructions of any Person other than the Indenture Trustee or the Securities Administrator;

(vi)   the Issuer has not assigned, pledged, sold, granted a security interest in or otherwise conveyed any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture;

(vii)   the Issuer has caused or will have caused, within ten days after the Closing Date, the filing of all appropriate financing statements in the proper filing office in the

appropriate jurisdiction under applicable law in order to perfect the security interest Granted hereunder in the Receivables;

(viii)   other than its Granting hereunder, the Issuer has not Granted such Collateral, the Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of such Collateral other than the financing statement in favor of the Indenture Trustee, and the Issuer is not aware of any judgment or tax lien filing against it; and

(ix)   the information relating to such Collateral set forth in the Schedule of Receivables (attached hereto as Schedule A ) is correct.

SECTION 3.6.   Opinions as to Indenture Trust Estate .

(a)   On the Closing Date, the Issuer shall furnish to the Indenture Trustee and the Securities Administrator an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the execution and filing of any financing statements and continuation statements, as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective.

(b)   On or before March 30 in each calendar year, beginning on March 30, 2009, the Master Servicer, on behalf of the Issuer, shall furnish to the Administrator and the Securities Administrator an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements and any other action that may be required by law as is necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that shall, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until March 30 in the following calendar year.

SECTION 3.7.   Performance of Obligations; Servicing of Receivables .

(a)   The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Indenture Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture and the other Basic Documents.

(b)   The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee and the Securities Administrator in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer.  Initially, the Issuer has contracted with the Master Servicer, the Administrator and the Owner Trustee to assist the Issuer in performing its duties under this Indenture.

(c)   The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Basic Documents and in the instruments and agreements included in the Indenture Trust Estate, including filing or causing to be filed all financing statements and continuation statements required to be filed under the UCC by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein.  Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Indenture Trustee and the Noteholders of Notes evidencing not less than a majority of the principal amount of each Class of Notes then Outstanding, voting separately and if such action would materially adversely affect a Counterparty, without the consent of such Counterparty.  For the avoidance of doubt,  and notwithstanding anything in this Indenture to the contrary, the Trust Agreement may be amended from time to time by the Depositor and the Owner Trustee, with prior written notice to the Rating Agencies and the Indenture Trustee and with the consent of holders of all of the Certificates but without the consent of any Noteholder, to create one or more classes of certificates and amend the rights of the then-current Certificates; provided that an Opinion of Counsel shall be furnished to the Indenture Trustee, the Owner Trustee and the Securities Administrator to the effect that such amendment (A) will not materially adversely affect the federal income taxation of any outstanding Note or Certificate (unless the holder thereof consents to such new treatment) and (B) will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes.

(d)   If the Issuer shall have knowledge of the occurrence of an Event of Servicing Termination under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee, the Securities Administrator, the Counterparties and the Rating Agencies thereof and shall specify in such notice the action, if any, the Issuer is taking in respect of such default.  If an Event of Servicing Termination shall arise from the failure of the Master Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure.

(e)   As promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer’s rights and powers pursuant to Section 7.1 of the Sale and Servicing Agreement or the Master Servicer’s resignation in accordance with the terms of the Sale and Servicing Agreement, the Issuer shall (subject to the rights of the Indenture Trustee to direct such appointment pursuant to Section 7.1 of the Sale and Servicing Agreement) promptly appoint a Successor Master Servicer meeting the requirements of the Sale and Servicing Agreement, and such Successor Master Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee and the Securities Administrator. In the event that a Successor Master Servicer has not been appointed and has not accepted its appointment at the time when the Master Servicer ceases to act as Master Servicer, the Securities

Administrator (so long as the Person serving as the Securities Administrator is not also the Master Servicer) or the Indenture Trustee (if the Person serving as Securities Administrator is also the Master Servicer), without further action shall automatically be appointed the Successor Master Servicer.  If the Indenture Trustee shall be legally unable or unwilling to act as Successor Master Servicer, the Indenture Trustee may appoint, or petition a court of competent jurisdiction to appoint, a Successor Master Servicer.  The Securities Administrator or the Indenture Trustee, as the case may be, may resign as the Master Servicer by giving written notice of such resignation to the Issuer and in such event shall be released from such duties and obligations, such release not to be effective until the date a new master servicer enters into a servicing agreement with the Issuer as provided below.  In the case of either the appointment of the Securities Administrator or Indenture Trustee (or any Affiliate as provided below) as Successor Master Servicer, or resignation of the Securities Administrator or Indenture Trustee as Master Servicer, the Securities Administrator or Indenture Trustee, as applicable, shall provide to the Depositor, in writing, such information as reasonably requested by the Depositor to comply with its reporting obligation under the Exchange Act with respect to a Successor Master Servicer or the resignation of the Master Servicer.  Upon delivery of any such notice to the Issuer, the Issuer shall promptly obtain a new master servicer as the Successor Master Servicer under the Sale and Servicing Agreement.  Any Successor Master Servicer (other than the Securities Administrator or the Indenture Trustee or an Affiliate thereof) shall (i) be an established financial institution having a net worth of not less than $100,000,000 and whose regular business shall include the servicing of automobile receivables and whose appointment as Successor Master Servicer satisfies the Rating Agency Condition, (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to its predecessor Master Servicer and (iii) shall provide to the Depositor, in writing, such information as reasonably required by the Depositor to comply with its reporting obligation under the Exchange Act with respect to a Successor Master Servicer.  If, within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new master servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Master Servicer.  In connection with any such appointment, the Indenture Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and, in accordance with Section 7.2 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to all parties to the Sale and Servicing Agreement). Notwithstanding anything herein or in the Sale and Servicing Agreement to the contrary, in no event shall either the Indenture Trustee or the Securities Administrator be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any Successor Master Servicer to act as Successor Master Servicer under the Basic Documents and the transactions set forth or provided for therein.  If either the Securities Administrator or the Indenture Trustee shall succeed to the Master Servicer’s duties as master servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Securities Administrator or Indenture Trustee, as the case may be, and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Securities Administrator or the Indenture Trustee in its duties as the successor to the Master Servicer and the servicing of the Receivables.  In case the Securities Administrator or the Indenture Trustee shall become successor to the Master Servicer under the Sale and Servicing

Agreement, the Securities Administrator or the Indenture Trustee, as the case may be, shall be entitled to appoint as Master Servicer any one of its Affiliates; provided that the Securities Administrator or the Indenture Trustee, in its capacity as the Master Servicer, shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Master Servicer.

(f)   Upon any termination of the Master Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and the Securities Administrator in writing.  As soon as a Successor Master Servicer is appointed by the Issuer, the Issuer shall notify the Indenture Trustee and the Securities Administrator in writing of such appointment, specifying in such notice the name and address of such Successor Master Servicer.

(g)   Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer hereby agrees that it shall not, without the prior written consent of the Indenture Trustee or the Noteholders of Notes evidencing not less than a majority in principal amount of the Notes Outstanding, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement or the other Basic Documents) or change the Specified Reserve Account Balance (except as otherwise provided in the Basic Documents).

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

(i)   except as expressly permitted by this Indenture, the Trust Agreement or the Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Indenture Trust Estate;

(ii)   claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon the Trust or the Indenture Trust Estate;

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

(iv)   (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, excise, claim, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the assets of the Issuer, including those included in the Indenture Trust Estate, or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles

and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Indenture Trust Estate.

SECTION 3.9.   Annual Statement as to Compliance .  The Issuer shall deliver to the Administrator, Master Servicer and the Securities Administrator, within 120 days after the end of each calendar year, an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that:

(i)   a review of the activities of the Issuer during such year and of its performance under this Indenture has been made under such Authorized Officer’s supervision; and

(ii)   to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied in all material respects with all conditions and covenants under this Indenture throughout such year (or since the Closing Date in the case of the first such Officer’s Certificate), or, if there has been a default in any material respect in its compliance with any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

SECTION 3.10.   Issuer May Consolidate, etc., Only on Certain Terms .  (a)  The Issuer shall not consolidate or merge with or into any other Person, unless:

(i)   the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee and the Securities Administrator, in form satisfactory to the Indenture Trustee and the Securities Administrator, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein;

(ii)   immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

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

(iv)   the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the Securities Administrator) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder, the Counterparties or any Certificateholder;

(v)   any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and

(vi)   the Issuer shall have delivered to the Indenture Trustee and the Securities Administrator an Officer’s Certificate and an Opinion of Counsel each stating that such

consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

(b)   Other than as specifically contemplated by the Basic Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Indenture Trust Estate, to any Person, unless:

(i)   the Person that acquires by conveyance or transfer the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee and the Securities Administrator, in form satisfactory to the Indenture Trustee and the Securities Administrator, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Noteholders, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes, and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings, if any, with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;

(ii)   immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

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

(iv)   the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the Securities Administrator) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, the Counterparties, any Noteholder or any Certificateholder;

(v)   any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and

(vi)   the Issuer shall have delivered to the Indenture Trustee and the Securities Administrator an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

SECTION 3.11.   Successor or Transferee .  (a)  Upon any consolidation or merger of the Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation

or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein.

(b)   Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.10(b), the Issuer shall be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee and the Securities Administrator stating that the Issuer is to be so released.

SECTION 3.12.   No Other Business .  The Issuer shall not engage in any business other than financing, acquiring, owning and pledging the Receivables in the manner contemplated by this Indenture and the other Basic Documents and activities incidental thereto.

SECTION 3.13.   No Borrowing .  The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness except for the Notes and the Certificates.

SECTION 3.14.   Master Servicer’s Obligations .  The Issuer shall cause the Master Servicer to comply with the Sale and Servicing Agreement, including without limitation, Sections 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14 and 4.7 and Article VI thereof.

SECTION 3.15.   Guarantees, Loans, Advances and Other Liabilities .  Except as contemplated by this Indenture and the other Basic Documents, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

SECTION 3.16.   Capital Expenditures .  The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).

SECTION 3.17.   Further Instruments and Acts .  Upon request of the Indenture Trustee or the Securities Administrator, the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 3.18.   Restricted Payments .  The Issuer shall not, directly or indirectly, (i) make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer or to the Master Servicer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided , however , that the Issuer may make, or cause to be made,  payments to the Master Servicer, the Receivables Servicer, the Owner Trustee, the Indenture Trustee, the Securities Administrator, the Administrator, the Noteholders and the

Certificateholders as contemplated by, and to the extent funds are available for such purpose under, this Indenture and the other Basic Documents. The Issuer shall not, directly or indirectly, make payments to or distributions from the Collection Account or the Principal Distribution Account except in accordance with this Indenture and the other Basic Documents.

SECTION 3.19.   Notice of Events of Default .  The Issuer shall give the Indenture Trustee, the Securities Administrator, the Counterparties and the Rating Agencies prompt written notice of each Event of Default and Default hereunder and of each default on the part of any party to the Sale and Servicing Agreement with respect to any of the provisions thereof.

SECTION 3.20.   Issuer’s Obligations under each ISDA Master Agreement .

(a)   Replacement and Termination of each ISDA Master Agreement.  Upon the occurrence of a Collateralization Event (as defined in the ISDA Master Agreement), the Securities Administrator shall set up an Eligible Deposit Account to hold cash or other eligible investments pledged under such ISDA Credit Support Annex.  Any cash or other eligible investments pledged under an ISDA Credit Support Annex shall not be part of the Collection Account unless they are applied in accordance with such ISDA Credit Support Annex to make a payment due to the Issuer pursuant to any Interest Rate Swap Agreement.  Upon a reduction of the Swap Counterparty’s Threshold (as defined in the ISDA Master Agreement) to zero, the Securities Administrator shall (i) demand delivery of the Delivery Amount (as defined in the ISDA Master Agreement) from the Swap Counterparty on each Valuation Date (as defined in the ISDA Master Agreement), if applicable, (ii) deliver to the Swap Counterparty the Return Amount (as defined in the ISDA Master Agreement) on each Valuation Date, if applicable, as well as Distributions and the Interest Amount (each as defined in the ISDA Master Agreement), to the extent required under the ISDA Master Agreement and (iii) take such other action required under the ISDA Master Agreement. If Eligible Collateral with a Value (as defined in the ISDA Master Agreement) equal to the Delivery Amount is not delivered to Securities Administrator by the Swap Counterparty, the Securities Administrator shall notify the Swap Counterparty of such failure.

(b)   Following an ISDA Event of Default or ISDA Termination Event for which the Issuer has the right to designate an Early Termination Date (as such terms are defined in the related ISDA Master Agreement), the Issuer shall consult with an independent investment bank (which may include the Representative) as to whether it will designate an Early Termination Date.  Upon the termination of any Interest Rate Swap Agreement, the Issuer shall use its reasonable best efforts to enforce the rights of the Issuer and the Indenture Trustee thereunder as may be permitted by the terms of the related ISDA Master Agreement and consistent with the terms hereof, and shall apply the proceeds of any such efforts to enter into replacement fixed/floating swaps with another Counterparty such that each of the Rating Agencies shall have given prior written confirmation to the Issuer that such Rating Agency shall not reduce or withdraw its then current rating of any of the Notes.  To the extent such replacement fixed/floating swap can be entered into, any termination payments received by the Issuer in respect of the terminated fixed/floating swap shall be used, to the extent necessary, by the Issuer for the purpose of entering into such replacement fixed/floating swap.  Following a failure of Merrill Lynch Capital Services, Inc. to make the due and punctual payment of any and all amounts payable by Merrill Lynch Capital Services, Inc. under any Interest Rate Swap

Agreement, including, in case of default, interest on any amount due, when and as the same shall become due and payable, the Securities Administrator shall make a demand of the Swap Guarantor pursuant to the Swap Guarantee.

SECTION 3.21.   Calculation Agent .  The Issuer hereby agrees that for so long as any Class A-2b Notes, Class A-3b Notes or Class A-4b Notes are Outstanding, a Calculation Agent shall be appointed to calculate LIBOR for each Interest Period.  The Issuer hereby initially appoints the Securities Administrator as the Calculation Agent for purposes of determining LIBOR.  The Calculation Agent may be removed by the Issuer at any time.  If the Calculation Agent is unable or unwilling to act as such or is removed by the Issuer, or if the Calculation Agent fails to determine LIBOR for an Interest Period, the Issuer shall promptly appoint a replacement Calculation Agent that does not control or is not controlled by or under common control with the Issuer or its Affiliates.  The Calculation Agent may not resign its duties, and the Issuer may not remove the Calculation Agent, without a successor having been duly appointed.

SECTION 4.1.   Satisfaction and Discharge of Indenture .  This Indenture shall cease to be of further effect with respect to the Notes except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13 and 3.17, (v) the rights, indemnification obligations, protections and immunities of the Indenture Trustee and the Securities Administrator hereunder (including the rights of the Indenture Trustee under Section 6.7, the rights of the Securities Administrator under Section 6.18 and the obligations of the Securities Administrator under Section 4.3), and (vi) the rights of Noteholders and the Counterparties as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee or the Securities Administrator payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when:

(A)   either:

(1)   all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.6 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Securities Administrator for cancellation; or

(2)   all Notes not theretofore delivered to the Securities Administrator for cancellation have become due and payable and the Issuer has irrevocably deposited or caused to be irrevocably deposited with the Securities Administrator cash or direct obligations of or

obligations guaranteed by the United States of America (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient without reinvestment to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Securities Administrator for cancellation when due to the applicable Final Scheduled Payment Date or Prepayment Date (if Notes shall have been called for prepayment pursuant to Section 10.1), as the case may be, and all fees due and payable to the Securities Administrator;

(B)   the Issuer has paid or caused to be paid all other sums payable hereunder and under any of the other Basic Documents  (including amounts due and payable under the Interest Rate Swap Agreements) by the Issuer; and

(C)   the Issuer has delivered to the Indenture Trustee and the Securities Administrator an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee or the Securities Administrator) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.1(a) and, subject to Section 11.2, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Upon the satisfaction and discharge of the Indenture pursuant to this Section 4.1, at the request of the Owner Trustee, the Securities Administrator shall deliver to the Owner Trustee and the Indenture Trustee a certificate of a Securities Administrator Officer stating that all Noteholders have been paid in full and stating whether, to the best knowledge of such Securities Administrator Officer, any claims remain against the Issuer in respect of the Indenture and the Notes.

SECTION 4.2.   Application of Trust Money .  All monies deposited with the Securities Administrator pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Notes, the Interest Rate Swap Agreements and this Indenture, to the payment, either (i) directly or through any Note Paying Agent, as the Securities Administrator may determine, to the Noteholders of the particular Notes for the payment or redemption of which such monies have been deposited with the Securities Administrator, of all sums due and to become due thereon for principal and interest, and (ii) to each Counterparty of all net amounts payable under the Interest Rate Swap Agreements, subject to and in accordance with Section 8. 2(c), but such monies need not be segregated from other funds except to the extent required herein or in the Sale and Servicing Agreement or required by law.

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

SECTION 5.1.   Events of Default .  “Event of Default,” wherever used herein, means the occurrence of any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(i)   default in the payment of any interest on any Note of the Controlling Class when the same becomes due and payable on a Payment Date, and such default shall continue for a period of 35 days or more; or

(ii)   default in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable; or

(iii)   default in the observance or performance in any material respect of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section 5.1 specifically dealt with) that materially and adversely affects the Noteholders and such default shall continue for a period of 30 days, after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the holders of Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Class, a written notice specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(iv)   any representation or warranty of the Issuer made in this Indenture or in any certificate delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of 30 days, after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the holders of Notes evidencing not less than 25% of the Outstanding Amount of the Controlling Class, a written notice specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(v)   the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Indenture Trust Estate in an involuntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Indenture Trust Estate, or ordering the winding-up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(vi)   the commencement by the Issuer of a voluntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Indenture Trust Estate, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of any action by the Issuer in furtherance of any of the foregoing.

The Issuer shall deliver to the Indenture Trustee and the Counterparties, within five days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice and the lapse of time would become an Event of Default under clause (iii) above, its status and what action the Issuer is taking or proposes to take with respect thereto.

SECTION 5.2.   Acceleration of Maturity; Rescission and Annulment .  (a)  If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the Outstanding Amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable.

(b)   At any time after a declaration of acceleration of maturity has been made and before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the holders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class, by written notice to the Issuer, the Counterparties and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

(i)   the Issuer has paid or deposited with the Securities Administrator a sum sufficient to pay:

(A)   all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and

(B)   all sums paid or advanced by the Indenture Trustee or the Indenture Trustee hereunder and the reasonable compensation, expenses and disbursements of the Indenture Trustee, the Securities Administrator and their agents and counsel and the reasonable compensation, expenses and disbursements of the Owner Trustee and its agents and counsel; and

(ii)   all Events of Default, other than the nonpayment of principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12.

No such rescission shall affect any subsequent default or impair any right consequent thereto.

SECTION 5.3.   Collection of Indebtedness and Suits for Enforcement by Indenture Trustee .  (a)  The Issuer covenants that if (i) there is an Event of Default relating to the nonpayment of any interest on any Note when the same becomes due and payable, and such Event of Default continues for a period of five days, or (ii) there is an Event of Default relating to the nonpayment of the principal of any Note on its Final Scheduled Payment Date, the Issuer shall, upon demand of the Indenture Trustee, pay to the Securities Administrator, for the benefit of the Noteholders, the whole amount then due and payable on such Notes for principal and interest, with interest upon the overdue principal and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the applicable Note Interest 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, the Securities Administrator and their agents, attorneys and counsel.

(b)   In case the Issuer 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, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer 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, as more particularly provided in Section 5.4, in its discretion, may 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 law.

(d)   In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Indenture 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 in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer 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, the Securities Administrator and each predecessor Indenture Trustee and Securities Administrator, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances and disbursements made, by the Indenture Trustee, the Securities Administrator and each predecessor Indenture Trustee and Securities Administrator, 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 Noteholders 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 pay 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 Noteholders allowed in any judicial Proceedings relative to the Issuer, its creditors and its property;

(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, the Indenture Trustee (with respect to items (i) to (iii) of this Section 5.4), or the Securities Administrator on its behalf,  may, or at the written direction of Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class, shall, do one or more of the following (subject to Section 5.5 and 6.2(f)):

(i)   institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer 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 Indenture 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, the Noteholders and the Counterparties; and

(iv)   the Securities Administrator may sell the Indenture 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;

(A)   the holders of Notes evidencing 100% of the Outstanding Amount of the Controlling Class (excluding Notes held by a Seller, the Master Servicer or any of their respective Affiliates) consent thereto; or

(B)   the proceeds of such sale or liquidation are sufficient to pay in full the principal of and the accrued interest on the Outstanding Notes at the date of such sale; or

(C)   the Securities Administrator determines based solely on an analysis provided by an independent accounting firm which shall not be at the expense of the Securities Administrator that the Indenture Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes

as they would have become due if the Notes had not been declared due and payable and obtains the consent of holders of Notes evidencing not less than 66⅔% of the Outstanding Amount of the Controlling Class; or

(ii) with respect to an Event of Default described in Section 5.1(iii) or (iv):

(A) the holders of all Outstanding Notes consent thereto; or

(B)  the proceeds of such sale or liquidation are sufficient to pay in full the principal of and accrued interest on the Outstanding Notes.

(i)   first , to the Master Servicer for due and unpaid Servicing Fees and, to the extent not previously retained from Collections, for any due and unpaid Receivables Servicer Servicing Fees;

(ii)   second , to the Indenture Trustee, the Securities Administrator, the Owner Trustee, the Master Servicer and the Administrator for all amounts due for fees and any other amounts payable to them hereunder and under the other Basic Documents;

(iii)   third , to the Counterparties for due and unpaid Net Swap Payments (including interest on any overdue Net Swap Payments), if any, ratably, according to the amount due under each Interest Rate Swap Agreement as Net Swap Payments (including interest on any overdue Net Swap Payments);

(iv)   fourth, in the following order of priority:

(A)   (x) to the Class A Noteholders for amounts due and unpaid on the Notes in respect of interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes in respect of interest and (y) to the related Counterparties to pay any Priority Swap Termination Payments due to them under the Interest Rate Swap Agreements, ratable, without preference or priority of any kind, according to the amounts due as Priority Swap Termination Payments under each Interest Rate Swap Agreement; provided, that if the money and property available for distribution pursuant to this clause (A) is insufficient to pay the entire amount due under this clause (A), the shortfall shall be allocated between the amounts due under subclauses (x) and (y) ratably based on the ratio of respective amounts due under each such subclause to the total amount due under this clause (A);

(B)   to the Class A-1 Noteholders for amounts due and unpaid on the Class A-1 Notes in respect of principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-1 Notes in respect of principal, until the Outstanding Amount of the Class A-1 Notes is reduced to zero;

(C)   to the Class A-2 Noteholders, Class A-3 Noteholders and Class A-4 Noteholders for amounts due and unpaid on the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes in respect of principal, pro rata to each such Class, until the Outstanding Amount of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes is reduced to zero;

(D)   to the Class B Noteholders for amounts due and unpaid on the Notes in respect of interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class B Notes in respect of interest;

(E)   to the Class B Noteholders for amounts due and unpaid on the Class B Notes in respect of principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class B Notes in respect of principal, until the Outstanding Amount of the Class B Notes is reduced to zero;

(F)   to the Class C Noteholders for amounts due and unpaid on the Notes in respect of interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class C Notes in respect of interest;

(G)   to the Class C Noteholders for amounts due and unpaid on the Class C Notes in respect of principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class C Notes in respect of principal, until the Outstanding Amount of the Class C Notes is reduced to zero; and

(H)   any excess amounts remaining after making the payments described in above, to be applied pursuant to Section 8.2(c) to the extent that any amounts payable thereunder have not been previously paid as described above.

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, the Indenture Trustee may, but need not, elect to maintain possession of the Indenture Trust Estate and apply proceeds as if there had been no declaration of acceleration.  It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Indenture Trust Estate.  In determining whether to maintain possession of the Indenture 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 Indenture Trust Estate for such purpose.

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

(b)   the holders of Notes evidencing 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;

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

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 Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their 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 Noteholder 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 any 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 Controlling Class .  The Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class shall have the right, subject to Section 6.2(f), to direct 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 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 Securities Administrator to sell or liquidate the Indenture Trust Estate shall be by Noteholders evidencing not less than 100% of the Outstanding Amount of the Controlling Class;

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

Notwithstanding the rights of Noteholders set forth in this Section 5.11, subject to Section 6.1, neither the Securities Administrator nor the Indenture Trustee need take any action that it determines might involve it in costs or expenses for which it would not be indemnified to its satisfaction or expose it to personal liability or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action.

SECTION 5.12.   Waiver of Past Defaults .  Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.2, the holders of Notes evidencing 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 (a) in the payment of principal of or interest on any of the Notes or (b) in respect of a covenant or provision hereof that cannot be amended, supplemented or modified without the consent of each Noteholder.  In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.

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 Noteholder by such Noteholder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, 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 suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount of the Notes (or in the case of a right or remedy under this Indenture which is instituted by the Controlling Class, more than 10% Outstanding Amount of the Controlling Class) or (c) any suit 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.

SECTION 5.14.   Waiver of Stay or Extension Laws .  The Issuer 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, and the Issuer (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 will 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 Issuer or by the levy of any execution under such judgment upon any portion of the Indenture Trust Estate or upon any of the assets of the Issuer.  Any money or property collected by the Indenture Trustee shall be applied in accordance with this Indenture.

SECTION 5.16.   Performance and Enforcement of Certain Obligations .  (a)  Promptly following a request from the Indenture Trustee to do so, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller of its obligations under the Receivables Purchase Agreement and the Master Servicer of its obligations under the Sale and Servicing Agreement and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement, to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller or the Master Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Master Servicer of each of their obligations under the Receivables Purchase Agreement and the Sale and Servicing Agreement, as applicable.

(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 Noteholders of Notes evidencing not less than a majority of the Outstanding Amount of the Controlling Class shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Master Servicer under or in connection with the Receivables Purchase Agreement and the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller, or the Master Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension, or waiver under the Sale and Servicing Agreement and any right of the Issuer to take such action shall be suspended.

(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 by the express terms in this Indenture, no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee and the Indenture Trustee shall not be a trustee for or have any fiduciary obligation to the Issuer; 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, if required by the terms of this Indenture, 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 paragraph does not limit the effect of paragraph (b) of this Section 6.1;

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

(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 this Indenture or at the direction of any of the Noteholders given in accordance with the terms of this Indenture; and

(iv)   the Indenture Trustee shall not have any responsibility for (A) any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof, (B) any insurance, (C) the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Indenture Trust Estate other than from funds available in the Collection Account, (D) except as otherwise set forth in Section 6.1(b)(ii), the confirmation or verification of the contents of any reports or certificates of the Master Servicer delivered to the Indenture Trustee pursuant to this

Indenture believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties.

(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 Issuer.

(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 Sale and Servicing Agreement.

(f)   No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur liability, financial or otherwise, 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 repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer under this Indenture except during such time, if any, as the Indenture Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of the Master Servicer in accordance with the terms of this Indenture.

(g)   Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection 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 not be charged with knowledge of any Event of Default unless either (1) a Trustee Officer shall have actual knowledge of such Event of Default or (2) written notice of such Event of Default shall have been given to a Trustee Officer of the Indenture Trustee in accordance with the provisions of this Indenture.  In the absence of such notice or actual knowledge, the Indenture Trustee may assume that there is no Event of Default.

SECTION 6.2.   Rights of Indenture Trustee .  (a)  The Indenture Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or 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 matters stated in any such document nor shall the Indenture Trustee be responsible for the accuracy or content of any such 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 an 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)   Neither the Indenture Trustee nor any of its officers, directors, employees or agents shall 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 such action or omission by the Indenture Trustee 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 or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction.

(g)   Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request.

(h)   The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act.

(i)   The Indenture Trustee shall not be required to give any bond or surety in respect of the execution of the Trust Estate created hereby or the powers granted hereunder.

(j)   The Indenture Trustee shall have no obligation to invest and reinvest any cash held in the Collection Account or any other account held by the Indenture Trustee in the absence of timely and specific written investment direction from the Master Servicer.  In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon.  The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Master Servicer to provide timely written investment direction.

whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(m)   To the extent the Indenture Trustee shall serve as Note Registrar hereunder, the Indenture Trustee in such capacity shall be afforded all of the rights, protections, immunities and indemnities provided to the Indenture Trustee hereunder.

(n)   Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the Indenture Trustee that the Indenture Trustee in its sole discretion deems to contain confidential, proprietary, and/or sensitive information and sent by electronic mail will be encrypted.  The recipient (the “Email Recipient”) of the email communication will be required to complete a one-time registration process.  Information and assistance on registering and using the email encryption technology can be found at the Indenture Trustee’s Secure website www.citigroup.com/citigroup/citizen/privacy/email.htm or by calling (866) 535-2504 (in the U.S.) or (904) 954-6181 at any time.

SECTION 6.3.   Individual Rights of Indenture Trustee .  The Indenture Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee.  Any Note Paying Agent, Note Registrar, co-registrar or co-paying agent hereunder may do the same with like rights.

SECTION 6.4.   Indenture Trustee’s Disclaimer .  The Indenture Trustee (i) shall not be responsible for, and makes no representation as to, the legality, validity or adequacy of this Indenture or the validity, priority, perfection or sufficiency of the security for the Notes and (ii) shall not be accountable for the Issuer’s use of the proceeds from the Notes, or responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes (all of which shall be taken as statements of the Issuer) 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 Trustee Officer of the Indenture Trustee, the Indenture Trustee shall mail, or cause the Securities Administrator to mail, to each Noteholder and each Counterparty notice of such Default within ninety days after it occurs.  Except in the case of a Default in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions of such Note), the Indenture Trustee may withhold the notice if and so long as a committee of its Trustee Officers in good faith determines that withholding the notice is in the interests of Noteholders and each Counterparty.

SECTION 6.6.   [Reserved].

SECTION 6.7.   Compensation and Indemnity .  (a)  The Indenture Trustee shall be paid the fees and any other amounts payable to it, agreed to in a separate written agreement among the Issuer, the Securities Intermediary and the Indenture Trustee, as the same may be amended from time to time, in accordance with Sections 6.18 and 8.2(c).  The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuer shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses, disbursements and

advances incurred or made by it in accordance with any of the provisions hereof and any other documents executed in connection herewith, 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, counsel, accountants and experts.  The Issuer shall indemnify the Indenture Trustee and its officers, directors, employees, representatives and agents for, and to hold them harmless against, any and all expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s and agent’s fees and expenses) of whatever kind of nature regardless of their merit, incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.  The Indenture Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity.  Failure by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder.  The Issuer shall defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall pay the fees and expenses of such counsel.  The Issuer shall not be required to reimburse any expense or indemnity against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith.  All amounts payable to the Indenture Trustee under this Section shall be paid to the Indenture Trustee in accordance with Section 6.18 (in the case of fees of the Indenture Trustee) and Section 8.2(c) (as to any other amounts).

(b)   The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section 6.7 shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture.  When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, 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)  No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8 and payment in full of all sums due to the Indenture Trustee pursuant to Section 6.7.  The holders of Notes evidencing not less than a majority in principal amount of the Outstanding Notes may remove the Indenture Trustee without cause by so notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee.  The Issuer shall remove the Indenture Trustee if:

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

(ii)   an Insolvency Event occurs with respect to the Indenture Trustee;

(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)   Any successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer and shall also provide all information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to the replacement Indenture Trustee.  Any successor Indenture Trustee shall also deliver to the Master Servicer a written assumption of the duties of the Indenture Trustee under the Sale and Servicing Agreement.  Thereupon, if all sums due the retiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the resignation or removal of the retiring Indenture Trustee shall become effective, the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture and the resigning Indenture Trustee shall be relieved of all of its obligations hereunder.  The successor Indenture Trustee shall mail a notice of its succession to Noteholders.  If all sums due the retiring Indenture Trustee pursuant to Section 6.7 have been paid in full, the retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee and notify the Depositor of such appointment.

(c)   If a successor Indenture Trustee does not take office within 90 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the holders of Notes evidencing not less than a majority in the Outstanding Amount of the Controlling Class may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.  If the Indenture Trustee fails to comply with Section 6.11, any Noteholder who has been a bona fide Noteholder for at least six months may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

(d)   Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the obligations of the Issuer under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

SECTION 6.9.   Successor Indenture Trustee by Merger .  (a)  If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Indenture Trustee; provided that such corporation or banking association shall be otherwise qualified and eligible under Section 6.11.  The Indenture Trustee shall provide the Depositor with written notice of such event no later than ten Business Days after the effective date of such merger, together with the information reasonably requested by the Depositor in order to comply with its reporting obligation under the Exchange Act with respect to a successor Indenture Trustee.

(b)   In case at the time such successor or successors by merger, conversion 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 certificates shall have the full force which it is provided anywhere in the Notes or in this Indenture that the certificate of the Indenture Trustee shall have.

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 Indenture Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver an instrument 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, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Indenture 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 shall not be 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 Indenture 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.

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 Agreement 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.

(e)   The Issuer shall pay to any co-trustee or separate trustee appointed hereunder reasonable compensation, and to reimburse such co-trustee or separate trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by it or them in accordance with any provisions of this Indenture or any other Basic Document except any such expense, disbursement or advance as may be attributable to its negligence or bad faith.  In no event shall the Indenture Trustee be obligated to pay any fee or expense of any separate trustee or co-trustee.

SECTION 6.11.   Eligibility; Disqualification .  (a)  The Indenture Trustee shall at all times satisfy the requirements of TIA Section 310(a).  The Indenture Trustee or its parent 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 shall have a long-term debt rating of investment grade by each of the Rating Agencies or shall otherwise be acceptable to each of the Rating Agencies.  The Indenture Trustee shall comply with TIA Section 310(b); provided , however , that there shall be excluded from the operation of TIA Section 310(b)(i) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(i) are met.

(b)   Within 90 days after ascertaining the occurrence of an Event of Default which shall not have been cured or waived, unless authorized by the Commission, the Indenture Trustee shall resign with respect to the Class A Notes, the Class B Notes and/or the Class C Notes in accordance with Section 6.8 of this Indenture, and the Issuer shall appoint a successor Indenture Trustee for each of such Classes, as applicable, so that there will be separate Indenture Trustees for the Class A Notes, the Class B Notes and the Class C Notes. In the event the Indenture Trustee fails to comply with the terms of the preceding sentence, the Indenture Trustee shall comply with clauses (ii) and (iii) of TIA Section 310(b).

(c)   In the case of the appointment hereunder of a successor Indenture Trustee with respect to any Class of Notes pursuant to this Section 6.11, the Issuer, the retiring Indenture Trustee and the successor Indenture Trustee with respect to such Class of Notes shall execute and deliver an indenture supplemental hereto wherein each successor Indenture Trustee shall

accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, the successor Indenture Trustee all the rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Notes of the Class to which the appointment of such successor Indenture Trustee relates, (ii) if the retiring Indenture Trustee is not retiring with respect to all Classes of Notes, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Notes of each Class as to which the retiring Indenture Trustee is not retiring shall continue to be vested in the Indenture Trustee and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Indenture Trustees co-trustees of the same trust and that each such Indenture Trustee shall be a trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Indenture Trustee; and upon the removal of the retiring Indenture Trustee shall become effective to the extent provided herein.

SECTION 6.12.   Preferential Collection of Claims Against Issuer .  The Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b).  An Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent required by the TIA.

SECTION 6.13.   Duties of Securities Administrator .  (a)  If an Event of Default has occurred and is continuing, the Securities Administrator shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their 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 Securities Administrator undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, no implied covenants or obligations shall be read into this Indenture against the Securities Administrator and the Securities Administrator shall not be a trustee for or have any fiduciary obligation to the Issuer; and

(ii)   in the absence of bad faith on its part, the Securities Administrator 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 Securities Administrator and, if required by the terms of this Indenture, conforming to the requirements of this Indenture; provided , however , that the Securities Administrator shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c)   The Securities Administrator 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 paragraph does not limit the effect of paragraph (b) of this Section 6.13;

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

(iii)   the Securities Administrator shall not be liable with respect to any action it takes or omits to take in good faith in accordance with any of the Noteholders given in accordance with the terms of this Indenture; and

(iv)   the Securities Administrator shall not have any responsibility for (A) any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof, (B) any insurance, (C) the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Indenture Trust Estate other than from funds available in the Collection Account, (D) except as otherwise set forth in Section 6.13(b)(ii), the confirmation or verification of the contents of any reports or certificates of the Master Servicer delivered to the Securities Administrator pursuant to this Indenture believed by the Securities Administrator to be genuine and to have been signed or presented by the proper party or parties.

(d)   The Securities Administrator shall not be liable for interest on any money received by it except as the Securities Administrator may agree in writing with the Issuer.

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

(h)   The Securities Administrator shall not be charged with knowledge of any Event of Default unless either (1) a Securities Administrator Officer shall have actual knowledge of such Event of Default or (2) written notice of such Event of Default shall have been given to the Securities Administrator in accordance with the provisions of this Indenture.

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

(c)   The Securities Administrator 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 Securities Administrator 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)   Neither the Securities Administrator nor any of its officers, directors, employees or agents shall 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 such action or omission by the Securities Administrator does not constitute willful misconduct, negligence or bad faith.

(e)   The Securities Administrator 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 Securities Administrator shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture unless such Noteholders shall have offered to the Securities Administrator security or indemnity reasonably satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction.

(g)   Any request or direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request.

(h)   The right of the Securities Administrator to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Securities Administrator

shall not be answerable for other than its negligence or willful misconduct in the performance of such act.

(j)   Except as otherwise provided in Section 8.3(c), the Securities Administrator shall have no obligation to invest and reinvest any cash held in the Collection Account or any other account held by the Securities Administrator in the absence of timely and specific written investment direction from the Master Servicer.  In no event shall the Securities Administrator be liable for the selection of investments or for investment losses incurred thereon.  The Securities Administrator shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Master Servicer to provide timely written investment direction.

(k)   In no event shall the Securities Administrator or any agent of the Securities Administrator be obligated or responsible for preparing, executing, filing or delivering in respect of the Trust or on behalf of another person, either (A) subject to Section 7.4, any report or filing required or permitted by the Commission to be prepared, executed, filed or delivered by or in respect of the Trust or another Person, or (B) any certification in respect of any such report or filing.

(l)   Anything in this Indenture to the contrary notwithstanding, in no event shall the Securities Administrator be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Securities Administrator has been advised of the likelihood of such loss or damage and regardless of the form of action.

(m)   So long as the Securities Administrator shall serve as Note Registrar or Note Paying Agent hereunder, the Securities Administrator in such capacity shall be afforded all of the rights, protections, immunities and indemnities provided to the Securities Administrator hereunder.

SECTION 6.15.   Individual Rights of Securities Administrator .  The Securities Administrator, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Securities Administrator.  Any Note Paying Agent, Note Registrar, co-registrar or co-paying agent hereunder may do the same with like rights.

SECTION 6.16.   Securities Administrator’s Disclaimer .  The Securities Administrator (i) shall not be responsible for, and makes no representation as to, the validity or adequacy of this Indenture or the Notes and (ii) shall not be accountable for the Issuer’s use of the proceeds from the Notes, or responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes (all of which shall be taken as statements of the Issuer) other than the Securities Administrator’s certificate of authentication.

SECTION 6.17.   Reports by Securities Administrator to Noteholders .  Upon delivery to the Securities Administrator by the Master Servicer of such information prepared by the Master Servicer pursuant to Section 3.8 of the Sale and Servicing Agreement as may be required to

enable each Noteholder to prepare its federal and State income tax returns, the Securities Administrator shall deliver such information to the Noteholders.

SECTION 6.18.   Compensation and Indemnity .  (a)  The Securities Administrator shall be paid the fees and any other amounts payable to it, agreed to in a separate written agreement among the Issuer, the Master Servicer, the Indenture Trustee, the Owner Trustee and the Securities Administrator, as the same may be amended from time to time, in accordance with Section 8.2(c).  The Securities Administrator’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  From the fees paid to the Securities Administrator, the Securities Administrator shall pay the fees payable to the Owner Trustee pursuant to Section 6.07(b) of the Trust Agreement.  The Issuer shall reimburse the Securities Administrator for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by it in accordance with any of the provisions hereof and any other documents executed in connection herewith, 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 Securities Administrator’s agents, counsel, accountants and experts.  The Issuer shall indemnify the Securities Administrator and its officers, directors, employees, representatives and agents for, and to hold them harmless against, any and all expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s and agent’s fees and expenses) of whatever kind of nature regardless of their merit, incurred by it in connection with the administration of this trust and the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.  The Securities Administrator shall notify the Issuer promptly of any claim for which it may seek indemnity.  Failure by the Securities Administrator to so notify the Issuer shall not relieve the Issuer of its obligations hereunder.  The Issuer shall defend any such claim, and the Securities Administrator may have separate counsel and the Issuer shall pay the fees and expenses of such counsel.  The Issuer shall not be required to reimburse any expense or indemnity against any loss, liability or expense incurred by the Securities Administrator through the Securities Administrator’s own willful misconduct, negligence or bad faith.  All amounts payable to the Securities Administrator under this Section shall be paid to the Securities Administrator in accordance with Section 8.2(c).

(b)   The Issuer’s payment obligations to the Securities Administrator pursuant to this Section 6.18 shall survive the resignation or removal of the Securities Administrator and the discharge of this Indenture.  When the Securities Administrator incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v) with respect to the Issuer, 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 6.19.   Replacement of Securities Administrator .  (a)  No resignation or removal of the Securities Administrator, and no appointment of a successor Securities Administrator, shall become effective until the acceptance of appointment by the successor Securities Administrator pursuant to this Section 6.19 and payment in full of all sums due to the Securities Administrator pursuant to Section 6.18.  The holders of Notes evidencing not less than a majority in principal amount of the Notes may remove the Securities Administrator without

cause by so notifying the Securities Administrator and the Issuer and may appoint a successor Securities Administrator.  The Issuer shall remove the Securities Administrator if:

(i)   the Securities Administrator fails to comply with Section 6.21;

(ii)   an Insolvency Event occurs with respect to the Securities Administrator;

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

(iv)   the Securities Administrator otherwise becomes incapable of acting.

The Securities Administrator may resign at any time by giving 30 days’ written notice to the Issuer.  If the Securities Administrator resigns or is removed or if a vacancy exists in the office of Securities Administrator for any reason (the Securities Administrator in such event being referred to herein as the retiring Securities Administrator), the Issuer shall promptly appoint a successor Securities Administrator.

(b)   Any successor Securities Administrator shall deliver a written acceptance of its appointment to the retiring Securities Administrator and to the Issuer.  Any successor Securities Administrator shall also deliver to the Master Servicer a written assumption of the duties of the Securities Administrator under the Sale and Servicing Agreement.  Thereupon, if all sums due the retiring Securities Administrator pursuant to Section 6.18 have been paid in full, the resignation or removal of the retiring Securities Administrator shall become effective, the successor Securities Administrator shall have all the rights, powers and duties of the Securities Administrator under this Indenture and the resigning Securities Administrator shall be relieved of all of its obligations hereunder.  The successor Securities Administrator shall mail a notice of its succession to Noteholders.  If all sums due the retirin