efc8-0994_emailedex41.htm


    Exhibit
4.1

     

    EXECUTION
VERSION

     

     

     

     

    
      
        

      

    

     

    


     

    WACHOVIA
AUTO OWNER TRUST 2008-A,

    as
Issuer,

     

    and

     

    U.S. BANK
NATIONAL ASSOCIATION,

    as
Indenture Trustee

     

     

    
      
        

      

       

    

    INDENTURE

     

    Dated as
of June 1, 2008

     

    
      

    

    


    $232,000,000
2.93084% Class A-1 Asset Backed Notes

    $175,000,000
4.09% Class A-2a Asset Backed Notes

    $139,000,000
LIBOR plus 0.67% Class A-2b Asset Backed Notes

    $183,000,000
4.81% Class A-3a Asset Backed Notes

    $100,000,000
LIBOR plus 0.95% Class A-3b Asset Backed Notes

    $75,000,000
5.35% Class A-4a Asset Backed Notes

    $165,750,000
LIBOR plus 1.15% Class A-4b Asset Backed Notes

    $30,250,000
6.00% Class B Asset Backed Notes

    
      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      


    

    CROSS
REFERENCE TABLE1*

     

    


     

    
      	
              TIA
      

              Section

            	 
      	
              
                Indenture
      

                Section

              

            
	 
      	 
      	 
      
	
              310

            	
              (a)(1)

            	
              6.11

            
	 
      	
              (a)(2)

            	
              6.11

            
	 
      	
              (a)(3)

            	
              6.10;
      6.11

            
	 
      	
              (a)(4)

            	
              N.A.*2 *

            
	 
      	
              (a)(5)

            	
              6.11

            
	 
      	
              (b)

            	
              6.08;
      6.11

            
	 
      	
              (c)

            	
              N.A.

            
	
              311

            	
              (a)

            	
              6.12

            
	 
      	
              (b)

            	
              6.12

            
	 
      	
              (c)

            	
              N.A.

            
	
              312

            	
              (a)

            	
              7.01

            
	 
      	
              (b)

            	
              7.02

            
	 
      	
              (c)

            	
              7.02

            
	
              313

            	
              (a)

            	
              7.04

            
	 
      	
              (b)(1)

            	
              7.04

            
	 
      	
              (b)(2)

            	
              7.04

            
	 
      	
              (c)

            	
              7.04;
      11.05

            
	 
      	
              (d)

            	
              7.04

            
	
              314

            	
              (a)

            	
              3.09;
      7.03

            
	 
      	
              (b)

            	
              3.06;
      11.15

            
	 
      	
              (c)(1)

            	
              11.01

            
	 
      	
              (c)(2)

            	
              11.01

            
	 
      	
              (c)(3)

            	
              11.01

            
	 
      	
              (d)

            	
              11.01

            
	 
      	
              (e)

            	
              11.01

            
	 
      	
              (f)

            	
              11.01

            
	
              315

            	
              (a)

            	
              6.01

            
	 
      	
              (b)

            	
              6.05;
      11.01

            
	 
      	
              (c)

            	
              6.01

            
	 
      	
              (d)

            	
              6.01

            
	 
      	
              (e)

            	
              5.13

            
	
              316

            	
              (a)

            	
              1.01

            
	 
      	
              (a)(1)(A)

            	
              5.11

            
	 
      	
              (a)(1)(B)

            	
              5.12

            
	 
      	
              (a)(2)

            	
              N.A.

            
	 
      	
              (b)

            	
              5.07

            
	 
      	
              (c)

            	
              N.A.

            
	
              317

            	
              (a)(1)

            	
              5.03

            
	 
      	
              (a)(2)

            	
              5.03

            
	 
      	
              (b)

            	
              3.03

            
	
              318

            	
              (a)

            	
              11.07

            


    

    


    

      


    
      
        
          	
                  *

                	
                  This
      Cross Reference Table shall not, for any purpose, be deemed to be part of
      this Indenture.

                


        

      

       

    

    
      	
              *

            	
              N.A.
      means Not Applicable.

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    TABLE OF
CONTENTS

     

    
      	 
      	 
      	
              Page

            
	
              ARTICLE
      ONE

            
	 
	
              DEFINITIONS
      AND INCORPORATION BY REFERENCE

            
	 
	
              Section
      1.01.

            	
              Definitions.

            	
              2

            
	
              Section
      1.02.

            	
              Incorporation
      by Reference of Trust Indenture Act

            	
              15

            
	
              Section
      1.03.

            	
              Interpretive
      Provisions

            	
              16

            
	 	 	 
	
              ARTICLE
      TWO

            
	 	 	 
	
              THE
      NOTES

            
	 	 	 
	
              Section
      2.01.

            	
              Form.

            	
              17

            
	
              Section
      2.02.

            	
              Execution,
      Authentication and Delivery.

            	
              17

            
	
              Section
      2.03.

            	
              Temporary
      Notes.

            	
              18

            
	
              Section
      2.04.

            	
              Tax
      Treatment

            	
              18

            
	
              Section
      2.05.

            	
              Registration;
      Registration of Transfer and Exchange.

            	
              18

            
	
              Section
      2.06.

            	
              Mutilated,
      Destroyed, Lost or Stolen Notes.

            	
              20

            
	
              Section
      2.07.

            	
              Persons
      Deemed Owner

            	
              21

            
	
              Section
      2.08.

            	
              Payment
      of Principal and Interest.

            	
              21

            
	
              Section
      2.09.

            	
              Cancellation

            	
              26

            
	
              Section
      2.10.

            	
              Book-Entry
      Notes

            	
              26

            
	
              Section
      2.11.

            	
              Notices
      to Clearing Agency

            	
              27

            
	
              Section
      2.12.

            	
              Definitive
      Notes

            	
              27

            
	
              Section
      2.13.

            	
              Release
      of Collateral

            	
              27

            
	
              Section
      2.14.

            	
              Employee
      Benefit Plans

            	
              28

            
	
              Section
      2.15.

            	
              Authenticating
      Agents

            	
              28

            
	
              Section
      2.16.

            	
              Calculation
      Agent.

            	
              29

            
	 	 	 
	
              ARTICLE
      THREE

            
	 	 	 
	
              COVENANTS

            
	 	 	 
	
              Section
      3.01.

            	
              Payment
      of Principal and Interest

            	
              30

            
	
              Section
      3.02.

            	
              Maintenance
      of Office or Agency

            	
              30

            
	
              Section
      3.03.

            	
              Money
      for Payments to be Held in Trust.

            	
              30

            
	
              Section
      3.04.

            	
              Existence

            	
              32

            
	
              Section
      3.05.

            	
              Protection
      of Trust Estate

            	
              32

            
	
              Section
      3.06.

            	
              Opinions
      as to Trust Estate.

            	
              32

            
	
              Section
      3.07.

            	
              Performance
      of Obligations; Servicing of Receivables.

            	
              33

            
	
              Section
      3.08.

            	
              Negative
      Covenants

            	
              35

            
	
              Section
      3.09.

            	
              Annual
      Statement as to Compliance

            	
              36

            
	
              Section
      3.10.

            	
              Issuer
      May Consolidate, etc., Only on Certain Terms.

            	
              36

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
      3.11.

            	
              Successor
      or Transferee.

            	
              38

            
	
              Section
      3.12.

            	
              No
      Other Business

            	
              38

            
	
              Section
      3.13.

            	
              No
      Borrowing

            	
              38

            
	
              Section
      3.14.

            	
              Master
      Servicer’s Obligations

            	
              38

            
	
              Section
      3.15.

            	
              Guarantees,
      Loans, Advances and Other Liabilities

            	
              38

            
	
              Section
      3.16.

            	
              Capital
      Expenditures

            	
              38

            
	
              Section
      3.17.

            	
              Removal
      of Administrator

            	
              38

            
	
              Section
      3.18.

            	
              Restricted
      Payments

            	
              38

            
	
              Section
      3.19.

            	
              Notice
      of Events of Default

            	
              39

            
	
              Section
      3.20.

            	
              Further
      Instruments and Acts

            	
              39

            
	
              Section
      3.21.

            	
              Compliance
      with Laws

            	
              39

            
	
              Section
      3.22.

            	
              Amendments
      of Sale and Servicing Agreement and Trust Agreement

            	
              39

            
	 	 	 
	
              ARTICLE
      FOUR

            
	 	 	 
	
              SATISFACTION
      AND DISCHARGE

            
	 	 	 
	
              Section
      4.01.

            	
              Satisfaction
      and Discharge of Indenture

            	
              40

            
	
              Section
      4.02.

            	
              Satisfaction,
      Discharge and Defeasance of the Notes.

            	
              41

            
	
              Section
      4.03.

            	
              Application
      of Trust Money

            	
              42

            
	
              Section
      4.04.

            	
              Repayment
      of Monies Held by Paying Agent

            	
              42

            
	 	 	 
	
              ARTICLE
      FIVE

            
	 	 	 
	
              EVENTS
      OF DEFAULT; REMEDIES

            
	 	 	 
	
              Section
      5.01.

            	
              Events
      of Default

            	
              43

            
	
              Section
      5.02.

            	
              Acceleration
      of Maturity; Rescission and Annulment.

            	
              44

            
	
              Section
      5.03.

            	
              Collection
      of Indebtedness and Suits for Enforcement by Indenture
      Trustee.

            	
              45

            
	
              Section
      5.04.

            	
              Remedies.

            	
              47

            
	
              Section
      5.05.

            	
              Optional
      Preservation of the Receivables

            	
              48

            
	
              Section
      5.06.

            	
              Limitation
      of Suits

            	
              48

            
	
              Section
      5.07.

            	
              Unconditional
      Rights of Noteholders to Receive Principal and Interest

            	
              49

            
	
              Section
      5.08.

            	
              Restoration
      of Rights and Remedies

            	
              49

            
	
              Section
      5.09.

            	
              Rights
      and Remedies Cumulative

            	
              49

            
	
              Section
      5.10.

            	
              Delay
      or Omission Not a Waiver

            	
              49

            
	
              Section
      5.11.

            	
              Control
      by Noteholders of the Controlling Class

            	
              49

            
	
              Section
      5.12.

            	
              Waiver
      of Past Defaults

            	
              50

            
	
              Section
      5.13.

            	
              Undertaking
      for Costs

            	
              50

            
	
              Section
      5.14.

            	
              Waiver
      of Stay or Extension Laws

            	
              51

            
	
              Section
      5.15.

            	
              Action
      on Notes

            	
              51

            
	
              Section
      5.16.

            	
              Performance
      and Enforcement of Certain Obligations.

            	
              51

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
      SIX

            
	 	 	 
	
              THE
      INDENTURE TRUSTEE

            
	 	 	 
	
              Section
      6.01.

            	
              Duties
      of Indenture Trustee.

            	
              53

            
	
              Section
      6.02.

            	
              Rights
      of Indenture Trustee.

            	
              54

            
	
              Section
      6.03.

            	
              Individual
      Rights of Indenture Trustee

            	
              55

            
	
              Section
      6.04.

            	
              Indenture
      Trustee’s Disclaimer

            	
              55

            
	
              Section
      6.05.

            	
              Notice
      of Defaults

            	
              55

            
	
              Section
      6.06.

            	
              Reports
      by Indenture Trustee to Noteholders

            	
              55

            
	
              Section
      6.07.

            	
              Compensation
      and Indemnity.

            	
              55

            
	
              Section
      6.08.

            	
              Replacement
      of Indenture Trustee.

            	
              56

            
	
              Section
      6.09.

            	
              Successor
      Indenture Trustee by Merger.

            	
              57

            
	
              Section
      6.10.

            	
              Appointment
      of Co-Trustee or Separate Trustee.

            	
              58

            
	
              Section
      6.11.

            	
              Eligibility;
      Disqualification

            	
              59

            
	
              Section
      6.12.

            	
              Preferential
      Collection of Claims Against Issuer

            	
              60

            
	
              Section
      6.13.

            	
              Representations
      and Warranties of Indenture Trustee

            	
              60

            
	 	 	 
	
              ARTICLE
      SEVEN

            
	 	 	 
	
              NOTEHOLDERS’
      LISTS AND REPORTS

            
	 	 	 
	
              Section
      7.01.

            	
              Issuer
      to Furnish Indenture Trustee Names and Addresses of
      Noteholders

            	
              61

            
	
              Section
      7.02.

            	
              Preservation
      of Information; Communications, Reports and Certain Documents to
      Noteholders.

            	
              61

            
	
              Section
      7.03.

            	
              Reports
      by Issuer.

            	
              61

            
	
              Section
      7.04.

            	
              Reports
      by Indenture Trustee.

            	
              62

            
	 	 	 
	
              ARTICLE
      EIGHT

            
	 	 	 
	
              ACCOUNTS,
      DISBURSEMENTS AND RELEASES

            
	 	 	 
	
              Section
      8.01.

            	
              Collection
      of Money

            	
              63

            
	
              Section
      8.02.

            	
              Accounts.

            	
              63

            
	
              Section
      8.03.

            	
              General
      Provisions Regarding Accounts.

            	
              64

            
	
              Section
      8.04.

            	
              Release
      of Trust Estate.

            	
              64

            
	
              Section
      8.05.

            	
              Opinion
      of Counsel

            	
              65

            
	 	 	 
	
              ARTICLE
      NINE

            
	 	 	 
	
              SUPPLEMENTAL
      INDENTURES

            
	 	 	 
	
              Section
      9.01.

            	
              Supplemental
      Indentures Without Consent of Noteholders.

            	
              66

            
	
              Section
      9.02.

            	
              Supplemental
      Indentures with Consent of Noteholders

            	
              67

            
	
              Section
      9.03.

            	
              Execution
      of Supplemental Indentures

            	
              69

            
	
              Section
      9.04.

            	
              Effect
      of Supplemental Indenture

            	
              69

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
      9.05.

            	
              Conformity
      with Trust Indenture Act

            	
              69

            
	
              Section
      9.06.

            	
              Reference
      in Notes to Supplemental Indentures

            	
              69

            
	 	 	 
	
              ARTICLE
      TEN

            
	 	 	 
	
              REDEMPTION
      OF NOTES

            
	 	 	 
	
              Section
      10.01.

            	
              Redemption.

            	
              71

            
	
              Section
      10.02.

            	
              Form
      of Redemption Notice

            	
              71

            
	
              Section
      10.03.

            	
              Notes
      Payable on Redemption Date

            	
              72

            
	 	 	 
	
              ARTICLE
      ELEVEN

            
	 	 	 
	
              MISCELLANEOUS

            
	 	 	 
	
              Section
      11.01.

            	
              Compliance
      Certificates and Opinions, etc.

            	
              73

            
	
              Section
      11.02.

            	
              Form
      of Documents Delivered to Indenture Trustee.

            	
              74

            
	
              Section
      11.03.

            	
              Acts
      of Noteholders.

            	
              75

            
	
              Section
      11.04.

            	
              Notices,
      etc., to Indenture Trustee, Issuer, Depositor, Swap Counterparty and
      Rating Agencies

            	
              76

            
	
              Section
      11.05.

            	
              Notices
      to Noteholders; Waiver

            	
              77

            
	
              Section
      11.06.

            	
              Alternate
      Payment and Notice Provisions

            	
              77

            
	
              Section
      11.07.

            	
              Conflict
      with Trust Indenture Act

            	
              77

            
	
              Section
      11.08.

            	
              Effect
      of Headings and Table of Contents

            	
              78

            
	
              Section
      11.09.

            	
              Successors
      and Assigns

            	
              78

            
	
              Section
      11.10.

            	
              Severability

            	
              78

            
	
              Section
      11.11.

            	
              Benefits
      of Indenture; Third Party Beneficiaries

            	
              78

            
	
              Section
      11.12.

            	
              Legal
      Holidays

            	
              78

            
	
              Section
      11.13.

            	
              GOVERNING
      LAW

            	
              78

            
	
              Section
      11.14.

            	
              Counterparts

            	
              78

            
	
              Section
      11.15.

            	
              Recording
      of Indenture

            	
              78

            
	
              Section
      11.16.

            	
              Trust
      Obligation

            	
              79

            
	
              Section
      11.17.

            	
              No
      Petition

            	
              79

            
	
              Section
      11.18.

            	
              Inspection

            	
              79

            
	
              Section
      11.19.

            	
              Subordination
      Agreement

            	
              79

            
	
              Section
      11.20.

            	
              Security
      Interest Matters.

            	
              80

            
	
              Section
      11.21.

            	
              Obligations
      with Respect to the Swap Counterparty

            	
              80

            


    

     

     

    EXHIBITS 

    
       

      
        	Exhibit A
      – Form of Notes	A-1


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    This
Indenture, dated as of June 1, 2008, is between Wachovia Auto Owner Trust
2008-A, a Delaware statutory trust (the “Issuer”), and U.S. Bank National
Association, a national banking association, not in its individual capacity but
solely as trustee (the “Indenture Trustee”).

     

    Each
party agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the holders of the Issuer’s 2.93084% Class A-1 Asset
Backed Notes (the “Class A-1 Notes”), 4.09% Class A-2a Asset Backed
Notes (the “Class A-2a Notes”), LIBOR plus 0.67% Class A-2b Asset Backed
Notes (the “Class A-2b Notes”), 4.81% Class A-3a Asset Backed Notes (the “Class
A-3a Notes”), LIBOR plus 0.95% Class A-3b Asset Backed Notes (the “Class A-3b
Notes”), 5.35% Class A-4a Asset Backed Notes (the “Class A-4a Notes”), LIBOR
plus 1.15% Class A-4b Asset Backed Notes (the “Class A-4b Notes”) and 6.00%
Class B Asset Backed Notes (the “Class B Notes” and, together with 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 and the Class A-4b
Notes, the “Notes”):

     

    GRANTING
CLAUSE

     

    The
Issuer hereby Grants to the Indenture Trustee on the Closing Date, on behalf of
and for the benefit of (a) the Noteholders and (b) the Swap Counterparty to
secure the obligations of the Issuer to the Swap Counterparty under the Swap
Agreement, without recourse, all of the Issuer’s right, title and interest in,
to and under, whether now owned or existing or hereafter acquired or arising,
(i) the Receivables, (ii) all amounts due and collected on or in
respect of the Receivables (including proceeds of the repurchase of Receivables
by the Seller pursuant to the Receivables Purchase Agreement) after the Cutoff
Date, (iii) the security interests in the Financed Vehicles granted by the
Obligors pursuant to the Receivables, (iv) all proceeds from claims on and
refunds of premiums of any physical damage or theft insurance policies and
extended warranties covering the Financed Vehicles and any proceeds and refunds
of premiums of any credit life or credit disability insurance policies relating
to the Receivables, the Financed Vehicles or the Obligors, (v) the
Receivable Files, (vi) the Collection Account, the Note Payment Account,
the Reserve Fund, and all amounts, securities, Financial Assets, investments and
other property deposited in or credited to any of the foregoing and all proceeds
thereof, (vii) all rights of the Depositor under the Receivables Purchase
Agreement, including the right to require the Seller to repurchase Receivables
from the Depositor, (viii) any proceeds of Dealer Recourse, (ix) all
rights of the Issuer under the Sale and Servicing Agreement, including the right
to require the Seller to repurchase or the Master Servicer to purchase
Receivables from the Issuer, (x) the right to realize upon any property
(including the right to receive future Net Liquidation Proceeds and Recoveries)
that shall have secured a Receivable and have been repossessed by or on behalf
of the Issuer, (xi) all of the Issuer’s rights and benefits under the
First-Tier Assignment and the Swap Agreement (but none of its obligations or
burdens) and (xii) all present and future claims, demands, causes of action
and choses in action in respect of any or all of the foregoing, and all payments
on or under and all proceeds of every kind and nature whatsoever in respect of
any or all of the foregoing, including all proceeds of the conversion thereof,
voluntary or involuntary, into cash or other liquid property, all accounts,
accounts receivable, general intangibles, chattel paper, documents, money,
investment property, deposit accounts, notes, drafts, acceptances, letters of
credit, letter of credit rights, Insurance Proceeds, condemnation awards, rights
to payment of any and every kind and other forms of obligations and receivables,
instruments and 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing (collectively, the “Collateral”).

     

    The
foregoing Grant is made in trust to secure the payment of principal and interest
on, and any other amounts owing in respect of, the Notes and amounts owed by the
Issuer to the Swap Counterparty pursuant to the Swap Agreement, equally and
ratably without prejudice, priority or distinction, and to secure compliance
with the provisions of this Indenture, all as provided in this
Indenture.

     

    The
Indenture Trustee, as Indenture Trustee on behalf of the Noteholders,
acknowledges such Grant, accepts the trusts under this Indenture in accordance
with the provisions of this Indenture and agrees to perform its duties as
required in this Indenture to the best of its ability to the end that the
interests of the Noteholders may be adequately and effectively
protected.

     

    ARTICLE
ONE


     

    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    Section
1.01. Definitions.

     

    (a) Whenever
used in this Indenture, the following words and phrases, unless the context
otherwise requires, shall have the following meanings.

     

    “Accounts” has the
meaning specified in the Sale and Servicing Agreement.

     

    “Act” has the meaning
specified in Section 11.03(a).

     

    “Additional Servicing
Fee” means, for any Collection Period, if a Successor Master Servicer is
appointed pursuant to Section 7.02 of the Sale and Servicing Agreement, the
amount, if any, by which (i) the compensation payable to such
Successor Master Servicer for such Collection Period exceeds (ii) the
Monthly Servicing Fee for such Collection Period.

     

    “Administration
Agreement” means the administration agreement, dated as of June 1, 2008
among the Administrator, the Issuer, the Depositor and the Indenture
Trustee.

     

    “Administrator” means
Wachovia Bank, in its capacity as administrator under the Administration
Agreement, and its successors in such capacity.

     

    “Affiliate” has the
meaning specified in the Sale and Servicing Agreement.

     

    “Aggregate Principal
Distributable Amount” means, with respect to any Distribution Date, the
Priority Principal Distributable Amount and the Secondary Principal
Distributable Amount.

     

    “Authenticating Agent”
has the meaning specified in Section 2.15.

     

    “Authorized Officer”
means, with respect to the Issuer, any officer of the Owner Trustee who is
authorized to act for or on behalf of the Owner Trustee in matters relating to
the Issuer 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    and who
is identified on the list of Authorized Officers delivered by the Owner Trustee
to the Indenture Trustee on the Closing Date (as such list may be modified or
supplemented from time to time thereafter) and, for so long as the
Administration Agreement is in effect, any Assistant Vice President or more
senior officer of the Administrator who is authorized to act for the
Administrator in matters relating to the Issuer and to be acted upon by the
Administrator pursuant to the Administration Agreement and who is identified on
the list of Authorized Officers delivered by the Administrator to the Indenture
Trustee on the Closing Date (as such list may be modified or supplemented from
time to time thereafter).

     

    “Available
Collections” has the meaning specified in the Sale and Servicing
Agreement.

     

    “Available Funds” has
the meaning specified in the Sale and Servicing Agreement.

     

    “Basic Documents” has
the meaning specified in the Sale and Servicing Agreement.

     

    “Benefit Plan” means
(i) employee benefit plans (as defined in Section 3(3) of ERISA) that
are subject to Title I of ERISA, (ii) plans described in
Section 4975(e)(1) of the Code, including individual retirement accounts or
Keogh Plans, that are not exempt under Section 4975(g) of the Code, and
(iii) any entities whose underlying assets include plan assets by reason of
a plan’s investment in such entities.

     

    “Book-Entry Notes”
means a beneficial interest in the Notes, ownership and transfers of which shall
be made through book entries by a Clearing Agency as described in
Section 2.10.

     

    “Business Day” has the
meaning specified in the Sale and Servicing Agreement.

     

    “Calculation Agent”
has the meaning specified in Section 2.16.

     

    “Certificate Payment
Account” has the meaning specified in the Sale and Servicing
Agreement.

     

    “Certificateholder”
has the meaning specified in the Trust Agreement.

     

    “Class” means a class
of Notes, which may be the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes or the Class B Notes, as the context
may require.

     

    “Class A
Noteholder” means the Person in whose name a Class A Note is
registered in the Note Register.

     

    “Class A Notes”
means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes
and the Class A-4 Notes.

     

    “Class A-1 Final Scheduled
Distribution Date” means June 22, 2009.

     

    “Class A-1 Interest
Rate” means 2.93084% per annum (computed on the basis of the actual
number of days in the related Interest Period divided by 360).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Class A-1
Noteholder” means the Person in whose name a Class A-1 Note is
registered in the Note Register.

     

    “Class A-1 Notes”
means the 2.93084% Class A-1 Asset Backed Notes, substantially in the form
of Exhibit A.

     

    “Class A-2 Notes”
means the Class A-2a Notes and the Class A-2b Notes.

     

     “Class A-2a Final
Scheduled Distribution Date” means the May 20, 2011 Distribution
Date.

     

    “Class A-2a Interest
Rate” means 4.09% per annum (computed on the basis of a 360-day year
consisting of twelve 30-day months).

     

    “Class A-2a
Notes” means the 4.09% Class A-2a Asset Backed Notes, substantially
in the form of Exhibit A.

     

    “Class A-2b Final
Scheduled Distribution Date” means the May 20, 2011 Distribution
Date.

     

    “Class A-2b Interest
Rate” means LIBOR plus 0.67% per annum (computed on the basis of the
actual number of days in the related Interest Period divided by
360).

     

    “Class A-2b
Notes” means the LIBOR plus 0.67% Class A-2b Asset Backed Notes,
substantially in the form of Exhibit A.

     

    “Class A-3 Notes”
means the Class A-3a Notes and the Class A-3b Notes.

     

     “Class A-3a Final
Scheduled Distribution Date” means the September 20, 2012 Distribution
Date.

     

    “Class A-3a Interest
Rate” means 4.81% per annum (computed on the basis of a 360-day year
consisting of twelve 30-day months).

     

    “Class A-3a
Notes” means the 4.81% Class A-3a Asset Backed Notes, substantially
in the form of Exhibit A.

     

    “Class A-3b Final
Scheduled Distribution Date” means the September 20, 2012 Distribution
Date.

     

    “Class A-3b Interest
Rate” means LIBOR plus 0.95% per annum (computed on the basis of the
actual number of days in the related Interest Period divided by
360).

     

    “Class A-3b
Notes” means the LIBOR plus 0.95% Class A-3b Asset Backed Notes,
substantially in the form of Exhibit A.

     

     “Class A-4 Notes”
means the Class A-4a Notes and the Class A-4b Notes.

     

    
      
        
        

      

      
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     “Class A-4a Final
Scheduled Distribution Date” means the March 20, 2014 Distribution
Date.

     

    “Class A-4a Interest
Rate” means 5.35% per annum (computed on the basis of a 360-day year
consisting of twelve 30-day months).

     

    “Class A-4a
Notes” means the 5.35% Class A-4a Asset Backed Notes, substantially
in the form of Exhibit A.

     

    “Class A-4b Final
Scheduled Distribution Date” means the March 20, 2014 Distribution
Date.

     

    “Class A-4b Interest
Rate” means LIBOR plus 1.15% per annum (computed on the basis of the
actual number of days in the related Interest Period divided by
360).

     

    “Class A-4b
Notes” means the LIBOR plus 1.15% Class A-4b Asset Backed Notes,
substantially in the form of Exhibit A.

     

    “Class B Final Scheduled
Distribution Date” means the January 20, 2016 Distribution
Date.

     

    “Class B Interest
Rate” means 6.00% per annum (computed on the basis of a 360-day year
consisting of twelve 30-day months).

     

    “Class B
Noteholder” means the Person in whose name a Class B Note is
registered in the Note Register.

     

    “Class B Notes”
means the 6.00% Class B Asset Backed Notes, substantially in the form of
Exhibit A.

     

    “Clearing Agency”
means an organization registered as a “clearing agency” pursuant to
Section 17A of the Exchange Act, which initially shall be The Depository
Trust Company.

     

    “Clearing Agency
Custodian” means the Indenture Trustee, as custodian for the Clearing
Agency.

     

    “Clearing Agency
Participant” means a broker, dealer, bank, other financial institution or
other Person for whom from time to time a Clearing Agency effects book-entry
transfers and pledges of securities deposited with the Clearing
Agency.

     

    “Closing Date” means
June 19, 2008.

     

    “Code” means the
Internal Revenue Code of 1986, as amended, and the Treasury Regulations
promulgated thereunder.

     

    “Collateral” has the
meaning specified in the Granting Clause of this Indenture.

     

    “Collection Account”
has the meaning specified in the Sale and Servicing Agreement.

     

    
      
        
        

      

      
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    “Collection Period”
means, with respect to any Distribution Date, the immediately preceding calendar
month (or, in the case of the first Collection Period, the period from but
excluding the Cutoff Date to and including the last day of the month immediately
preceding the month in which the first Distribution Date occurs).

     

    “Commission” has the
meaning specified in the Sale and Servicing Agreement.

     

    “Controlling Class”
means the Class A Notes so long as any Class A Notes are Outstanding
and thereafter the Class B Notes.

     

    “Corporate Trust
Office” means the principal office of the Indenture Trustee at which at
any particular time its corporate trust business shall be administered, which
office at the date of execution of this Indenture is located at 60 Livingston
Avenue, EP MN WS3D, St. Paul Minnesota 55107, Attention: Structured Finance –
WAOT 2008-A, or at such other address as the Indenture Trustee may designate
from time to time by written notice to the Noteholders and the Issuer, or the
principal corporate trust office of any successor Indenture Trustee at the
address designated by such successor Indenture Trustee by written notice to the
Noteholders and the Issuer.

     

    “Cutoff Date” has the
meaning specified in the Sale and Servicing Agreement.

     

    “Cutoff Date Pool
Balance” has the meaning specified in the Sale and Servicing
Agreement.

     

    “Dealer Recourse” has
the meaning specified in the Sale and Servicing Agreement.

     

    “Default” means any
event that with notice or the lapse of time or both would become an Event of
Default.

     

    “Defaulted Receivable”
has the meaning specified in the Sale and Servicing Agreement.

     

    “Definitive Notes” has
the meaning specified in Section 2.10.

     

    “Depositor” has the
meaning specified in the Trust Agreement.

     

    “Distribution Date”
means the 20th day of each month, or if such 20th day is not a Business Day, the
following Business Day, commencing on July 21, 2008.

     

    “Eligible Institution”
has the meaning specified in the Sale and Servicing Agreement.

     

    “Eligible Investments”
has the meaning specified in the Sale and Servicing Agreement.

     

    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended.

     

    “Event of Default” has
the meaning specified in Section 5.01.

     

    “Excess Collections”
has the meaning specified in Section 2.08(a)(x).

     

    “Exchange Act” means
the Securities Exchange Act of 1934.

     

    
      
        
        

      

      
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    “Exchange Act Reports”
has the meaning specified in the Sale and Servicing Agreement.

     

    “Executive Officer”
means, with respect to any (i) corporation, limited liability company or
depository institution, the chief executive officer, the chief operating
officer, the chief financial officer, the president, any Vice President, the
secretary or the treasurer of such corporation, limited liability company or
depository institution and (ii) partnership, any general partner
thereof.

     

    “Final Scheduled Distribution
Date” means the Class A-1 Final Scheduled Distribution Date, the
Class A-2a Final Scheduled Distribution Date, the Class A-2b Final
Scheduled Distribution Date, the Class A-3a Final Scheduled Distribution
Date, the Class A-3b Final Scheduled Distribution Date, the Class A-4a Final
Scheduled Distribution Date, the Class A-4b Final Scheduled Distribution Date or
the Class B Final Scheduled Distribution Date, as the context may
require.

     

    “Financed Vehicle” has
the meaning specified in the Sale and Servicing Agreement.

     

    “Financial Asset” has
the meaning specified in the Sale and Servicing Agreement.

     

    “First-Tier
Assignment” means the first-tier assignment in substantially the form
attached as Exhibit B to the Receivables Purchase Agreement.

     

    “Grant” means to
mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey,
assign, transfer, create and grant a lien upon and a security interest in and a
right of set-off against, deposit, set over and confirm pursuant to this
Indenture.  A Grant of the Collateral or of any other agreement or
instrument shall include all rights, powers and options (but none of the
obligations) of the granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of the Collateral and all other monies payable
thereunder, to give and receive notices and other commu­nications, to make
waivers or other agreements, to exercise all rights and options, to bring
Pro­ceedings in the name of the granting party or otherwise, and generally
to do and receive anything that the granting party is or may be entitled to do
or receive thereunder or with respect thereto.

     

    “Holder” or “Noteholder” means the
Person in whose name a Note is registered on the Note Register.

     

    “Indenture” means this
Indenture.

     

    “Indenture Trustee”
means U.S. Bank National Association, a national banking association, as
Indenture Trustee under this Indenture, and any successor in such
capacity.

     

    “Independent” means,
when used with respect to any specified Person, that the Person (i) is in
fact independent of the Issuer, any other obligor on the Notes, the Depositor,
the Seller, the Master Servicer and any of their respective Affiliates,
(ii) does not have any direct financial interest or any material indirect
financial interest in the Issuer, any such other obligor, the Depositor, the
Seller, the Master Servicer or any of their respective Affiliates and
(iii) is not connected with the Issuer, any such other obligor, the
Depositor, the Seller, the Master Servicer 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    or any of
their respective Affiliates as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.

     

    “Independent
Certificate” means a certificate or opinion to be delivered to the
Indenture Trustee under the circumstances described in, and otherwise complying
with, the applicable requirements of Section 11.01, made by an Independent
appraiser or other expert appointed by an Issuer Order and acceptable to the
Indenture Trustee in the exercise of reasonable care, and such opinion or
certificate shall state that the signer has read the definition of “Independent”
in this Indenture and that the signer is Independent within the meaning
thereof.

     

    “Insurance Proceeds”
has the meaning set forth in the Sale and Servicing Agreement.

     

    “Interest Carryover Shortfall
Amount” means, with respect to any Distribution Date and a Class of
Notes, the excess, if any, of the Interest Distributable Amount for that Class
of Notes on the immediately preceding Distribution Date over the amount in
respect of interest that is actually deposited in the Note Payment Account with
respect to that Class of Notes on that preceding Distribution Date, plus, to the
extent permitted by applicable law, interest on the amount of interest due but
not paid to such Noteholders on that preceding Distribution Date at the
applicable Interest Rate.

     

    “Interest Distributable
Amount” means, with respect to any Distribution Date and a Class of
Notes, the sum of the Monthly Interest Distributable Amount and the Interest
Carryover Shortfall Amount for that Class of Notes for that Distribution
Date.

     

    “Interest Period”
means, with respect to any Distribution Date and the (i) Class A-1
Notes, the Class A-2b Notes, the Class A-3b Notes and the Class A-4b Notes, the
period from, and including, the prior Distribution Date (or from, and including,
the Closing Date with respect to the first Distribution Date) to, but excluding,
the current Distribution Date and (ii) Class A-2a Notes, the Class
A-3a Notes, the Class A-4a Notes and the Class B Notes, the period from,
and including the 20th day of the month of the prior Distribution Date (or from,
and including, the Closing Date with respect to the first Distribution Date) to,
but excluding, the 20th day of the month of the current Distribution Date
(assuming each month has 30 days).

     

    “Interest Rate” means
the Class A-1 Interest Rate, the Class A-2a Interest Rate, the Class
A-2b Interest Rate, the Class A-3a Interest Rate, the Class A-3b Interest
Rate, the Class A-4a Interest Rate, the Class A-4b Interest Rate and the Class B
Interest Rate, as applicable.

     

    “Investment Company
Act” means the Investment Company Act of 1940.

     

    “Issuer” means
Wachovia Auto Owner Trust 2008-A until a successor replaces it and, thereafter,
means the successor and, for purposes of any provision contained herein and
required by the TIA, each other obligor on the Notes.

     

    “Issuer Order” or
“Issuer
Request” means a written order or request signed in the name of the
Issuer by any Authorized Officer of the Issuer and delivered to the Indenture
Trustee by the Administrator, if signed by an officer of the Administrator, or
at the written direction of the Depositor, if signed by an officer of the Owner
Trustee.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “LIBOR” means, for any
Distribution Date and the related Interest Period, the rate for deposits in
United States dollars having a one-month maturity, which appears on the Reuters
Screen LIBOR01 Page as of 11:00 AM, London time, on the applicable LIBOR
Determination Date; provided, however, that for the first Interest Period LIBOR
shall mean 2.48250%, which is an interpolated rate for deposits in United States
dollars for a period that corresponds to the actual number of days in the first
Interest Period.

     

    Notwithstanding
the foregoing, in the event that such rate does not appear on the Reuters Screen
LIBOR01 Page on the applicable LIBOR Determination Date, then LIBOR shall be the
arithmetic mean of the rates at which one-month United States dollar deposits
are offered to prime banks in the London interbank market by four major banks in
that market selected by the Calculation Agent as of the LIBOR Determination Date
and time specified above and in an amount that is representative of a single
transaction in such market at such time.  If at least two such
quotations are provided by such banks, LIBOR will be the arithmetic mean of such
quotations.  If fewer than two quotations are provided by such banks,
then LIBOR shall be the arithmetic mean of the rates at which one-month loans in
United States dollars are offered to leading European banks by three major banks
in The City of New York selected by the Calculation Agent as of 11:00 a.m., New
York City time, on the applicable LIBOR Determination Date and in an amount that
is representative of a single transaction in such market at such
time.  If no such quotation can be obtained, LIBOR for such
Distribution Date shall be LIBOR for the prior Distribution Date.  The
determination of LIBOR for each Distribution Date by the Calculation Agent will
be final and binding in the absence of manifest error.

     

    “LIBOR Determination
Date” means two London Business Days prior to the Distribution Date
preceding the applicable Distribution Date (or, in the case of the first
Distribution Date, two London Business Days prior to the Closing
Date).

     

    “London Business Day” means,
for the purpose of calculating LIBOR, a day on which banking institutions in the
City of London, England are open for general business (including dealings in
foreign exchange and foreign currency deposits).

     

    “Lien” has the meaning
specified in the Sale and Servicing Agreement.

     

    “Maryland Vehicle Sales Finance
Act” means Maryland Code Annotated, Financial Institutions §11-401
et seq.

     

    “Master Servicer”
means Wachovia Bank, in its capacity as master servicer under the Sale and
Servicing Agreement, and its successors in such capacity.

     

    “Monthly Interest
Distributable Amount” means, with respect to any Distribution Date and
any Class of Notes, the interest due on that Class of Notes for the related
Interest Period calculated based on the Interest Rate for that Class of Notes
and the principal amount of that Class of Notes on the preceding Distribution
Date, after giving effect to all payments of principal on such Class of Notes on
or prior to that Distribution Date, or, in the case of the first Distribution
Date, on the original principal amount of that Class of Notes as of the Closing
Date.

     

    “Monthly Payment” has
the meaning specified in the Sale and Servicing Agreement.

     

    
      
        
        

      

      
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    “Monthly Servicing
Fee” has the meaning specified in the Sale and Servicing
Agreement.

     

    “Monthly Trustee Fees”
means the monthly fees and expenses payable to each of the Trustees on each
Distribution Date for the related Collection Period for performing their
respective obligations under the Basic Documents.

     

    “Moody’s” means
Moody’s Investors Service, Inc.

     

    “Net Liquidation
Proceeds” has the meaning specified in the Sale and Servicing
Agreement.

     

    “Net Swap Payment”
means, with respect to any Distribution Date, the net amount owed by the Issuer
to the Swap Counterparty on such Distribution Date pursuant to the Swap
Agreement, including any interest accrued thereon, but excluding any Swap
Termination Payments.

     

    “Nonrecoverable
Advance” has the meaning specified in the Sale and Servicing
Agreement.

     

    “Note Balance” means,
at any time, the aggregate principal amount of all Notes that are Outstanding at
such time or the aggregate principal amount of all Notes of the Controlling
Class or a particular Class that are Outstanding at such time, as the context
requires.

     

    “Note Depository
Agreement” means the agreement, dated the Closing Date, between the
Issuer and The Depository Trust Company, as the initial Clearing Agency,
relating to the Notes.

     

    “Note Owner” means,
with respect to any Book-Entry Note, the Person who is the beneficial owner of
such Book-Entry Note, as reflected on the books of the Clearing Agency or on the
books of a Person maintaining an account with such Clearing Agency (directly as
a Clearing Agency Participant or as an indirect participant, in each case in
accordance with the rules of such Clearing Agency).

     

    “Note Payment Account”
has the meaning specified in the Sale and Servicing Agreement.

     

    “Note Register” and
“Note
Registrar” have the respective meanings specified in
Section 2.05(a).

     

    “Notes” means the
Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes and the Class B Notes.

     

    “Obligor” has the
meaning specified in the Sale and Servicing Agreement.

     

    “Officer’s
Certificate” means a certificate signed by any Authorized Officer of the
Issuer, under the circumstances described in, and otherwise complying with, the
applicable requirements of  Section 11.01, and delivered to the
Indenture Trustee.  Unless otherwise specified, any reference in this
Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of
the Issuer.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Opinion of Counsel”
means one or more written opinions of counsel who may, except as otherwise
expressly provided in this Indenture, be an employee of, or outside counsel to,
the Issuer, the Depositor, the Seller or the Master Servicer and who shall be
acceptable to the Indenture Trustee, and which opinion or opinions shall be
addressed to the Indenture Trustee, shall comply with any applicable
requirements of Section 11.01 and shall be in form and substance
satisfactory to the Indenture Trustee.

     

     “Outstanding” means,
as of the date of determination, all Notes theretofore authenticated and
delivered under this Indenture except:

     

    (i) Notes
theretofore canceled by the Note Registrar or delivered to the Note Registrar
for cancellation;

     

    (ii) Notes or
portions thereof the payment for which money in the necessary amount has been
theretofore deposited with the Indenture Trustee or any Paying Agent in trust
for the Noteholders; provided, however, that if such Notes are to be redeemed,
notice of such redemption must have been duly given pursuant to this Indenture
or provision for such notice must have been made in a manner satisfactory to the
Indenture Trustee; and

     

    (iii) Notes in
exchange for or in lieu of which other Notes have been authenticated and
delivered pursuant to this Indenture unless proof satisfactory to the Indenture
Trustee is presented that any such Notes are held by a Protected
Purchaser;

     

    provided,
however, that in determining whether the Noteholders of the requisite principal
amount of the Notes Outstanding have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or under any other Basic
Document, Notes owned by the Issuer, any other obligor upon the Notes, the
Depositor, the Seller, the Master Servicer or any of their respective Affiliates
shall be disregarded and deemed not to be Outstanding unless all of the Notes of
the related Class or Classes are owned by the Issuer, any other obligor
upon the Notes, the Depositor, the Seller, the Master Servicer or any of their
respective Affiliates, except that, in determining whether the Indenture Trustee
shall be protected in relying on any such request, demand, authorization,
direction, notice, consent or waiver, only Notes that a Responsible Officer of
the Indenture Trustee knows to be so owned shall be so
disregarded.  Notes so owned that have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Indenture Trustee the pledgee’s right so to act with respect to such Notes and
that the pledgee is not the Issuer, any other obligor upon the Notes, the
Depositor, the Seller, the Master Servicer or any of their respective
Affiliates.

     

    “Owner Trustee” has
the meaning specified in the Trust Agreement.

     

    “Paying Agent” means
the Indenture Trustee or any other Person that meets the eligibility standards
specified in Section 6.11 and is authorized by the Issuer to make or cause
to be made payments to and distributions from the Collection Account, the Note
Payment Account, the Certificate Payment Account and the Reserve Fund, including
payments of principal or interest on the Notes on behalf of the
Issuer.  The Indenture Trustee shall be the initial Paying Agent
hereunder.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    “Pennsylvania Motor Vehicle Sales Finance
Act” means 69 P.S. § 601 et seq.

     

    “Person” has the
meaning specified in the Sale and Servicing Agreement.

     

    “Pool Balance” has the
meaning specified in the Sale and Servicing Agreement.

     

    “Predecessor Note”
means, with respect to any particular Note, every previous Note evidencing all
or a portion of the same debt as that evidenced by such particular Note; and,
for the purpose of this definition, any Note authenticated and delivered under
Section 2.06 in lieu of a mutilated, lost, destroyed or stolen Note shall
be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Note.

     

    “Principal Balance”
has the meaning specified in the Sale and Servicing Agreement.

     

    “Priority Principal
Distributable Amount” means, with respect to any Distribution Date, the
excess, if any, of the Note Balance of the Class A Notes as of such
Distribution Date (before giving effect to any payments made to Noteholders on
that Distribution Date) over the Pool Balance as of the last day of the
preceding Collection Period; provided, however, that the Priority Principal
Distributable Amount for each Distribution Date on and after the Final Scheduled
Distribution Date for any Class of Class A Notes will not be less than the
amount that is necessary to reduce the outstanding principal balance of
such Class of Class A Notes to zero.

     

    “Proceeding” means any
suit in equity, action at law or other judicial or administrative
proceeding.

     

    “Protected Purchaser”
has the meaning specified in Section 8-303 of the UCC.

     

    “PTCE” means
Prohibited Transaction Class Exemption.

     

    “Rating Agency” means
Moody’s or Standard & Poor’s; provided, however, that if either of
Moody’s and Standard & Poor’s cease to exist, Rating Agency shall mean
any nationally recognized statistical rating organization or other comparable
Person designated by the Issuer to replace such Person, written notice of which
designation shall have been given to the Depositor, the Master Servicer and the
Trustees.

     

    “Rating Agency
Condition” means, with respect to any action, that each Rating Agency
shall have been given ten days (or such shorter period as is acceptable to
such Rating Agency) prior notice thereof and that each such Rating Agency shall
have notified the Depositor, the Master Servicer, the Swap Counterparty and the
Trustees in writing that such action will not result in a qualification,
reduction or withdrawal of the then-current rating assigned by such Rating
Agency to any Class of Notes.

     

    “Receivable” has the
meaning specified in the Receivables Purchase Agreement.

     

    “Receivable Files” has
the meaning specified in the Sale and Servicing Agreement.

     

    “Receivables Purchase
Agreement” means the receivables purchase agreement, dated as of June 1,
2008, between the Seller and WDS Receivables, as purchaser.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    “Record Date” shall
mean, with respect to the Notes and any Distribution Date or Redemption Date,
the close of business on the Business Day preceding such Distribution Date or
Redemption Date, provided, however, that if Definitive Notes have been issued
pursuant to Section 2.12, Record Date shall mean, with respect to any
Distribution Date or Redemption Date, the last day of the preceding Collection
Period.

     

    “Recoveries” has the
meaning specified in the Sale and Servicing Agreement.

     

    “Redemption Date”
means, in the case of a redemption of the Notes pursuant to Section 10.01,
the Distribution Date specified by the Master Servicer pursuant to such
Section.

     

    “Redemption Price”
means, in the case of a redemption of the Notes pursuant to Section 10.01,
an amount equal to the unpaid principal amount of the Notes redeemed plus
accrued and unpaid interest thereon through the related Interest Period at the
related Interest Rates.

     

    “Reserve Fund” has the
meaning specified in the Sale and Servicing Agreement.

     

    “Reserve Fund Amount”
has the meaning specified in the Sale and Servicing Agreement.

     

    “Reserve Fund
Deficiency” means, as of any date, the excess of the Reserve Fund
Required Amount over the Reserve Fund Amount.

     

    “Reserve Fund Draw
Amount” has the meaning specified in the Sale and Servicing
Agreement.

     

    “Reserve Fund Required
Amount” has the meaning specified in the Sale and Servicing
Agreement.

     

    “Responsible Officer”
has the meaning specified in the Sale and Servicing Agreement.

     

    “Reuters Screen LIBOR01
Page” means the display designated as the LIBOR01 Page on the Reuters
service (or such other page as may replace the LIBOR01 page on that service or
any successor service for the purpose of displaying LIBOR).

     

    “Sale and Servicing
Agreement” means the sale and servicing agreement, dated as of
June 1, 2008, among the Issuer, the Depositor, the Seller and the Master
Servicer.

     

    “Secondary Principal
Distributable Amount” means, with respect to any Distribution Date, the
excess, if any, of the Note Balance of the Class A Notes and Class B
Notes on that Distribution Date (before giving effect to any payments made to
holders of the Notes on that Distribution Date) over the sum of the Priority
Principal Distributable Amount and the Pool Balance as of the last day of the
related Collection Period; provided, however, that on and after the Final
Scheduled Distribution Date for the Class B Notes, the Secondary Principal
Distributable Amount will be not less than the amount that is necessary to
reduce the outstanding principal balance of the Class B Notes to
zero.

     

    “Securities Act” means
the Securities Act of 1933.

     

    
      
        
        

      

      
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    “Securityholders” has
the meaning specified in the Sale and Servicing Agreement

     

    “Seller” has the
meaning specified in the Receivables Purchase Agreement.

     

    “Senior Swap Termination
Payment” means any payment following an event of default or termination
event under the Swap Agreement, including accrued interest thereon, required to
be paid by the Issuer to the Swap Counterparty, other than a Subordinated Swap
Termination Payment.

     

    “Servicer Termination
Event” has the meaning specified in the Sale and Servicing
Agreement.

     

    “Standard &
Poor’s” means Standard & Poor’s Ratings Services, a Division of
The McGraw-Hill Companies, Inc.

     

    “State” means any of
the 50 states of the United States or the District of
Columbia.

     

    “Statutory Exemption”
means the prohibited transaction exemption provided by Section 408(b)(17) of
ERISA and Section 4975(d)(20) of the Code.

     

    “Subordinated Swap
Termination Payment” means any payment, including accrued interest
thereon, required to be paid by the Issuer to the Swap Counterparty pursuant to
the Swap Agreement following any event of default or termination event (other
than the illegality of the transactions as set forth in Part 1(i)(i) of the Swap
Agreement or the occurrence of certain tax events as set forth in Part 1(i)(ii)
of the Swap Agreement) where the Swap Counterparty is the sole defaulting party
or the sole affected party.

     

    “Successor Master
Servicer” has the meaning specified in the Sale and Servicing
Agreement.

     

    “Swap Agreement” means
the ISDA Master Agreement, dated June 19, 2008, between the Issuer and the Swap
Counterparty, including the Schedule thereto, the Credit Support Annex thereto
and three Confirmations relating to the Class A-2b Notes, the Class A-3b Notes
and the Class A-4b Notes, respectively.

     

    “Swap Counterparty”
means Wachovia Bank, National Association, as swap counterparty under the Swap
Agreement.

     

    “Swap Termination
Payment” means, with respect to any Distribution Date, as applicable, (i)
the net amount of any Senior Swap Termination Payment plus any Subordinated Swap
Termination Payment, owed by the Issuer to the Swap Counterparty or (ii) the net
amount of any swap termination payment owed by the Swap Counterparty to the
Issuer, as applicable.

     

    “Total Servicing Fee”
has the meaning specified in the Sale and Servicing Agreement.

     

    “Total Trustee Fees”
means, for any Collection Period and the related Distribution Date, with respect
to each of the Trustees, the sum of (i) the Monthly Trustee Fees for such
Collection Period and (ii) all accrued but unpaid Monthly Trustee Fees for
the previous Collection Period.

     

    
      
        
        

      

      
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    “Transition Costs” has
the meaning specified in the Sale and Servicing Agreement.

     

    “Treasury Regulations”
has the meaning specified in the Trust Agreement.

     

    “Trust Agreement”
means the amended and restated trust agreement, dated as of June 1, 2008,
between the Depositor and the Owner Trustee.

     

    “Trust Estate” means
all money, instruments, rights, and other property that are subject or intended
to be subject to the lien and security interest of this Indenture for the
benefit of the Noteholders (including all property and interests Granted to the
Indenture Trustee), including all proceeds thereof.

     

    “Trust Indenture Act”
or “TIA” means
the Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise
specifically provided.

     

    “Trustees” means the
Owner Trustee and the Indenture Trustee.

     

    “UCC” means, unless
the context otherwise requires, the Uniform Commercial Code, as in effect in the
relevant jurisdiction.

     

    “United States” means
the United States of America.

     

    “Vice President” has
the meaning specified in the Sale and Servicing Agreement.

     

    “Wachovia Bank” has
the meaning specified in the Sale and Servicing Agreement.

     

    “Wachovia Dealer
Services” means Wachovia Dealer Services, Inc.

     

    “WDS Receivables” has
the meaning specified in the Receivables Purchase Agreement.

     

    (b) Except as
otherwise specified herein or as the context may otherwise require, for all
purposes of this Indenture, capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in the Sale and Servicing
Agreement or the Trust Agreement, as the case may be.

     

    Section
1.02. Incorporation by Reference
of Trust Indenture Act.  Whenever this Indenture refers to a
provision of the TIA, that 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”
means the Notes.

     

    “indenture security
holder” means a Noteholder.

     

    “indenture to be
qualified” means this Indenture.

     

    “indenture trustee” or
“institutional
trustee” means the Indenture Trustee.

     

    
      
        
        

      

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

     

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

     

    Section
1.03. Interpretive
Provisions.  With respect to all terms in this Indenture,
unless the context otherwise requires: (i) a term has the meaning assigned
to it; (ii) an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting principles as in
effect from time to time in the United States; (iii) “or” is not exclusive;
(iv) “including” means including without limitation; (v) words in the
singular include the plural and words in the plural include the singular;
(vi) any agreement, instrument or statute defined or referred to herein or
in any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein;
(vii) references to a Person are also to its successors and permitted
assigns; (viii) the words “hereof”, “herein” and “hereunder” and words of
similar import when used in this Indenture shall refer to this Indenture as a
whole and not to any particular provision of this Indenture;
(ix) references contained in this Indenture to Section, Schedule and
Exhibit, as applicable, are references to Sections, Schedules and Exhibits in or
to this Indenture unless otherwise specified; (x) references to “writing”
include printing, typing, lithography and other means of reproducing words in a
visible form; and (xi) the term “proceeds” has the meaning set forth in the
applicable UCC.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    ARTICLE
TWO


     

    THE
NOTES

     

    Section
2.01. Form.

     

    (a) The
Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes and the Class B Notes, in each case together with the Indenture
Trustee’s certificate of authentication, shall be in substantially the form set
forth in Exhibit A, 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 of the Notes.  Any portion of the text of any Note may be
set forth on the reverse thereof, with an appropriate reference thereto on the
face of the Note.

     

    (b) 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 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
as set forth in Exhibit A are part of the terms of this Indenture and are
incorporated herein by reference.

     

    (d) The
aggregate principal amount of the Notes may from time to time be increased or
decreased by adjustments made on the records of the Indenture Trustee or the
Clearing Agency or its nominee, as the case may be, as hereinafter
provided.

     

    (e) Except as
provided in Section 2.12 hereof, owners of beneficial interests in Book-Entry
Notes will not be entitled to receive physical delivery of Definitive
Notes.

     

    Section
2.02. 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.  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 on the date of such Notes.

     

    (b) The
Indenture Trustee shall, upon Issuer Order, authenticate and deliver for
original issue the following aggregate principal amounts of Notes:
(i) $232,000,000 of Class A-1 Notes, (ii) $175,000,000 of
Class A-2a Notes, (iii) $139,000,000 of Class A-2b Notes, (iv)
$183,000,000 of Class A-3a Notes, (v) $100,000,000 of Class A-3b Notes,
(vi) $75,000,000 of Class A-4a Notes, (vii) $165,750,000 of Class A-4b Notes and
(viii) $30,250,000 of Class B Notes.  The aggregate principal
amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes,
Class A-4 Notes and Class B Notes Outstanding at any time may not exceed
such respective amounts except as provided in Section 2.06.

     

    
      
        
        

      

      
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    (c) Each Note
shall be dated the date of its authentication.  The Notes shall be
issuable as registered Notes in minimum denominations of $2,000 and in integral
multiples of $1,000 in excess thereof.

     

    (d) No Note
shall be entitled to any benefit under this Indenture or be valid or obligatory
for any purpose, unless there appears on such Note a certificate of
authentication substantially in the form provided for herein executed by the
Indenture Trustee 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
2.03. Temporary
Notes.

     

    (a) Pending
the preparation of Definitive Notes pursuant to Section 2.12, the Issuer
may execute, and upon receipt of an Issuer Order the Indenture Trustee shall
authenticate and deliver, temporary Notes that are printed, lithographed,
typewritten, mimeographed or otherwise produced, of the tenor of the Definitive
Notes in lieu of which they are issued and with such variations not inconsistent
with the terms of this Indenture as the officers executing such Notes may
determine, as evidenced by their execution of such Notes.

     

    (b) If
temporary Notes are issued pursuant to this Section, the Issuer shall cause
Definitive Notes to be prepared without unreasonable delay.  After the
preparation of Definitive Notes, the temporary Notes shall be exchangeable for
Definitive Notes upon surrender of the temporary Notes at the office or agency
of the Note Registrar to be maintained as provided in Section 3.02, without
charge to the related Noteholder.  Upon surrender for cancellation of
any one or more temporary Notes, the Issuer shall execute, and the Indenture
Trustee shall authenticate and deliver in exchange therefor, a like tenor and
principal amount of Definitive Notes of authorized
denominations.  Until so exchanged, the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as Definitive
Notes.

     

    Section
2.04. Tax
Treatment.  The Issuer has entered into this Indenture, and the
Notes will be issued, with the intention that, for all purposes including
federal, State and local income, single business and franchise tax purposes, the
Notes will qualify as indebtedness of the Issuer secured by the 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 as
indebtedness of the Issuer for all purposes, including federal, State and local
income, single business and franchise tax purposes.

     

    Section
2.05. 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 Indenture Trustee initially shall be the registrar (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.

     

    
      
        
        

      

      
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    (b) If a
Person other than the Indenture Trustee or Wachovia Bank is appointed by the
Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt
written notice of the appointment of such Note Registrar and of the location,
and any change in the location, of the Note Register, and the Indenture Trustee
shall have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof, and the Indenture Trustee shall have the right to rely
upon a certificate executed on behalf of the Note Registrar by an Executive
Officer thereof as to the names and addresses of the Holders of the Notes and
the principal amounts and number of such Notes.

     

    (c) Upon
surrender for registration of transfer of any Note at the office or agency of
the Issuer to be maintained as provided in Section 3.02, provided that the
requirements of Section 8-401 of the UCC are met, the Issuer shall execute,
and the Indenture Trustee shall authenticate and deliver to the Noteholder
making such surrender and the Noteholder shall obtain from the Indenture
Trustee, in the name of the designated transferee or transferees, one or more
new Notes of the same Class in any authorized denomination and a like aggregate
principal amount.  The Indenture Trustee may rely upon the
Administrator with respect to the determination of whether the requirements of
Section 8-401 of the UCC are met.

     

    (d) At the
option of the related Holder, 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, provided
that the requirements of Section 8-401 of the UCC are met (as determined by
the Issuer), the Issuer shall execute, and the Indenture Trustee shall
authenticate and deliver to the Noteholder making such exchange, the Notes which
such Noteholder is entitled to receive.  The Indenture Trustee may
rely upon the Administrator with respect to the determination of whether the
requirements of Section 8-401 of the UCC are met.

     

    (e) 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) Each Note
presented or surrendered for registration of transfer or exchange shall be duly
endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder thereof or
such Holder’s attorney duly authorized in writing, with such signature
guaranteed by an “eligible guarantor institution” meeting the requirements of
the Note Registrar.

     

    (g) No
service charge shall be made to a Holder for any registration of transfer or
exchange of Notes, but the Issuer or the Indenture Trustee may require payment
by such Noteholder 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 2.03 or 9.06
not involving any transfer.

     

    (h) The
preceding provisions of this Section notwithstanding, the Issuer shall not be
required to make, and the Note Registrar need not register, transfers or
exchanges of Notes with respect to which the due date for any payment will occur
within 15 days.

     

    
      
        
        

      

      
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    (i) Each
Person to whom a Class A Note is transferred will be required to represent, in
the case of a Definitive Note, or deemed to represent, in the case of a
Book-Entry Note, that (i) such Person is not a Benefit Plan and is not
investing on behalf of or with plan assets of a Benefit Plan or (ii) such Person
is acquiring a Note and the Person’s acquisition, holding and disposition of the
Note are and will be eligible for relief under PTCE 84-14, 90-1, 91-38,
95-60, 96-23 or the Statutory Exemption.  Each Person to whom a Class
B Note is transferred will be required to represent, in the case of a Definitive
Note, or deemed to represent, in the case of a Book-Entry Note, that such
Person is not a Benefit Plan and is not investing on behalf of or with plan
assets of a Benefit Plan.

     

    (j) The
Indenture Trustee shall not be responsible for ascertaining whether any transfer
complies with, or for otherwise monitoring or determining compliance with, the
requirements or terms of the Securities Act, applicable state securities laws,
ERISA, the Code or the Investment Company Act; except that if a certificate is
specifically required by the terms of this Section 2.05 to be provided to the
Indenture Trustee by a prospective transferor or transferee, the Indenture
Trustee shall be under a duty to receive and examine the same to determine
whether it conforms substantially on its face to the applicable requirements of
this Section 2.05.

     

    Any
purported transfer of a Note not in accordance with this Section 2.05 shall be
null and void and shall not be given effect for any purpose
whatsoever.

     

    Section
2.06. Mutilated, Destroyed, Lost
or Stolen Notes.

     

    (a) If
(i) any mutilated Note is surrendered to the Indenture Trustee, or the
Indenture Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Note, (ii) there is delivered to the Indenture Trustee such
security or indemnity as may be required by it to hold the Issuer and the
Indenture Trustee harmless and (iii) the requirements of Section 8-405
of the UCC are met, then, in the absence of notice to the Issuer, the Note
Registrar or the Indenture Trustee that such Note has been acquired by a
Protected Purchaser, the Issuer shall execute, and upon its request the
Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Note, a replacement Note of 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 of the
Indenture Trustee’s receipt of evidence to its satisfaction of such destruction,
loss or theft shall be due and payable, or shall have been called for redemption
pursuant to Section 10.01, instead of issuing a replacement Note, the
Issuer may pay such destroyed, lost or stolen Note when so due or payable or
upon the Redemption Date without surrender thereof.  The Indenture
Trustee may rely upon the Administrator with respect to the determination of
whether the requirements of Section 8-405 of the UCC are
met.  If, after the delivery of such replacement Note or payment of a
destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence, a Protected Purchaser of the original Note in lieu of which such
replacement Note was issued presents for payment such original Note, the Issuer
and the Indenture Trustee shall be entitled to recover such replacement Note (or
such payment) from the Person to whom such replacement Note was delivered or any
Person taking such replacement Note from such Person to whom such replacement
Note was delivered or any assignee of such Person, except a Protected Purchaser,
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    indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Issuer or the Indenture Trustee in connection therewith.

     

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

     

    (c) Every
replacement Note issued pursuant to this Section 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 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
2.07. Persons Deemed
Owner.  Prior to due presentment for registration of transfer
of any Note, the Issuer, the Indenture Trustee and any of their respective
agents may, subject to Section 2.06, treat the Person in whose name such
Note is registered in the Note Register (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 shall be overdue, and none of the Issuer, the Indenture Trustee or
any of their respective agents shall be affected by any notice to the
contrary.

     

    Section
2.08. Payment of Principal and
Interest.

     

    (a) On each
Distribution Date, prior to the acceleration of the Notes following the
occurrence of an Event of Default, upon receipt of written instructions from the
Master Servicer pursuant to Section 4.09(c) of the Sale and Servicing
Agreement, the Indenture Trustee shall apply the Available Funds on deposit in
the Collection Account to make the following payments and deposits in the
following order of priority:

     

    (i) to the
Master Servicer, the Total Servicing Fee and any Nonrecoverable Advances for the
related Collection Period;

     

    (ii) to the
Trustees pro rata, the Total Trustee Fees; provided, however, that the aggregate
amount to be paid to the Trustees for such fees and expenses pursuant to this
clause shall not exceed $100,000 in any given calendar year;

     

    (iii) to the
Swap Counterparty, any Net Swap Payment;

     

    (iv) pro rata,
(A) to the Note Payment Account, for payment to the Class A Notes, the Interest
Distributable Amount, ratably, for each Class of Class A Notes, and (B) to
the Swap Counterparty, any Senior Swap Termination Payment;

     

    
      
        
        

      

      
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    (v) to the
Note Payment Account, for payment of principal on the Notes in the priority set
forth in Section 2.08(b), the Priority Principal Distributable Amount, if
any;

     

    (vi) to the
Note Payment Account, for payment to the Class B Notes, the Interest
Distributable Amount for the Class B Notes;

     

    (vii) to the
Note Payment Account, for payment of principal on the Notes in the priority set
forth in Section 2.08(b), the Secondary Principal Distributable Amount, if
any;

     

    (viii) to the
Reserve Fund, the Reserve Fund Deficiency for such Distribution Date, if
any;

     

    (ix) to the
Swap Counterparty, any Subordinated Swap Termination Payment;

     

    (x) if a
Successor Master Servicer has been appointed pursuant to Section 7.02 of
the Sale and Servicing Agreement, to such Successor Master Servicer, any
Transition Costs due in connection with such transfer of servicing and not paid
pursuant to Section 7.01 of the Sale and Servicing Agreement, plus the
Additional Servicing Fee, if any, for the related Collection
Period;

     

    (xi) to the
Trustees, pro rata, the Total Trustee Fees, to the extent that they have not
previously been paid; and

     

    (xii) to the
Certificate Payment Account, for payment to the Certificateholders, any
remaining Available Funds (the “Excess Collections”).

     

    Notwithstanding
the foregoing, following the occurrence and during the continuation of an Event
of Default which has resulted in an acceleration of the Notes, all Available
Funds shall be deposited into the Note Payment Account and applied in accordance
with Section 2.08(f).  Any distributions to be made by the
Indenture Trustee under the Basic Documents may be made by the Paying
Agent.

     

    The
Reserve Fund Draw Amount shall be used to make the payments described in Section
4.02 of the Sale and Servicing Agreement.

     

    If the
amount on deposit in the Note Payment Account (including any portion of the
Reserve Fund Draw Amount) on any Distribution Date is less than the amount
described in clause (iv)(A) above for such Distribution Date, the
Indenture Trustee, either directly or through the Paying Agent, shall pay the
available amount to the Noteholders of each Class of Class A Notes pro rata
based on the Interest Distributable Amount payable to such Class on such
Distribution Date.

     

    If on any
Distribution Date, the aggregate amount on deposit in the Collection Account and
the Reserve Fund equals or exceeds the Note Balance of all Notes Outstanding as
of the last day of the related Collection Period, the accrued and unpaid
interest thereon and all amounts due to the Master Servicer, the Swap
Counterparty and the Trustees, the Master Servicer shall provide written
notification thereof to the Indenture Trustee and shall direct the Indenture


     

    
      
        
        

      

      
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    Trustee
to apply all such amounts to retire the Notes and to pay all such amounts due to
the Master Servicer, the Swap Counterparty and the Trustees in accordance with
the provisions of this Section.

     

    (b) The
principal of each Note shall be payable in installments on each Distribution
Date in an aggregate amount (unless the Notes have been declared immediately due
and payable following an Event of Default) for all Classes of Notes equal to the
Aggregate Principal Distributable Amount.  On each Distribution Date,
upon receipt of instructions from the Master Servicer pursuant to
Section 4.09(c) of the Sale and Servicing Agreement and subject to
Section 2.08(f), the Indenture Trustee shall either directly or through a
Paying Agent apply or cause to be applied the amount on deposit in the Note
Payment Account on such Distribution Date in respect of the Aggregate Principal
Distributable Amount, to make the following payments in the following order of
priority:

     

    (i) to the
Class A-1 Notes, until the principal amount of the Class A-1 Notes has been paid
in full;

     

    (ii) pro rata
to the Class A-2a Notes and Class A-2b Notes until the principal amounts of the
Class A-2a Notes and Class A-2b Notes have been paid in full;

     

    (iii) pro rata
to the Class A-3a Notes and Class A-3b Notes until the principal amounts of the
Class A-3a Notes and Class A-3b Notes have been paid in full;

     

    (iv) pro rata
to the Class A-4a Notes and Class A-4b Notes until the principal amounts of the
Class A-4a Notes and Class A-4b Notes have been paid in full; and

     

    (v) to the
Class B Notes until the principal amount of the Class B Notes has been paid in
full.

     

    (c) The
unpaid principal amount, to the extent not previously paid of the
(i) Class A-1 Notes shall be due and payable on the Class A-1
Final Scheduled Distribution Date, (ii) Class A-2a Notes shall be due
and payable on the Class A-2a Final Scheduled Distribution Date, (iii)
Class A-2b Notes shall be due and payable on the Class A-2b Final Scheduled
Distribution Date, (iv) Class A-3a Notes shall be due and payable on
the Class A-3a Final Scheduled Distribution Date, (v) Class A-3b Notes
shall be due and payable on the Class A-3b Final Scheduled Distribution Date,
(vi) Class A-4a Notes shall be due and payable on the Class A-4a Final Scheduled
Distribution Date, (vii) Class A-4b Notes shall be due and payable on the Class
A-4b Final Scheduled Distribution Date, and (viii) Class B Notes shall
be due and payable on the Class B Final Scheduled Distribution
Date.

     

    (d) Each
Class of Notes shall accrue interest during each Interest Period at the related
Interest Rate, and such interest shall be due and payable on each Distribution
Date.  Interest on the Class A-1 Notes, the Class A-2b Notes, the
Class A-3b Notes and the Class A-4b Notes shall be calculated on the basis of
the actual number of days elapsed and a 360-day year.  Interest on the
Class A-2a Notes, the Class A-3a Notes, the Class A-4a Notes and the
Class B Notes shall be calculated on the basis of a 360-day year of twelve
30-day months.  Subject to Section 3.01, any installment of
interest or principal, if any, payable on any Note that is punctually paid or
duly provided for on the applicable Distribution Date shall be paid to the
Person in whose name such 

     

    
      
        
        

      

      
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    Note (or
one or more Predecessor Notes) is registered on the related Record Date by check
mailed first-class postage prepaid to such Person’s address as it appears on the
Note Register on such Record Date; provided, however, that, unless Definitive
Notes have been issued pursuant to Section 2.12, 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 Distribution Date or on the related Final Scheduled
Distribution Date (and except for the Redemption Price for any Note called for
redemption in whole pursuant to Section 10.01), which shall be payable as
provided below.  The funds represented by any such checks returned
undelivered shall be held in accordance with Section 3.03.  The
Indenture Trustee, either directly or through the Paying Agent, shall pay all
Interest Distributable Amounts for any Distribution Date to the Noteholders on
the related Record Date even if a portion of such Interest Distributable Amount
relates to an earlier Distribution Date.

     

    (e) All
principal and interest payments on a Class of Notes shall be made pro rata to
the Noteholders of such Class.  Except as otherwise provided herein,
the Indenture Trustee shall, before the Distribution Date on which the Issuer
expects to pay the final installment of principal of and interest on any Note,
notify the Holder of such Note as of the related Record Date of such final
installment.  Such notice shall be mailed or transmitted by facsimile
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
sent by mail to Noteholders as provided in Section 10.02.

     

    (f) Notwithstanding
the foregoing, the unpaid principal amount of the Notes and all other amounts
due hereunder and under the Swap Agreement shall be due and payable, to the
extent not previously paid, on the date on which an Event of Default shall have
occurred and be continuing, if the Indenture Trustee or the Holders of Notes
evidencing not less than 51% of the Note Balance of the Controlling Class have
declared the Notes to be immediately due and payable in the manner provided in
Section 5.02(a).  On each Distribution Date following
acceleration of the Notes, upon receipt of instructions from the Master Servicer
pursuant to Section 4.09(c) of the Sale and Servicing Agreement, the
Indenture Trustee or the Paying Agent shall deposit all Available Funds into the
Note Payment Account and shall apply or cause to be applied all such amounts to
make the following payments and deposits in the following order of
priority:

     

    (i) to the
Master Servicer, the Total Servicing Fee and any Nonrecoverable Advances for the
related Collection Period;

     

    (ii) to the
Trustees, the Total Trustee Fees;

     

    (iii) to the
Swap Counterparty, the Net Swap Payment, if any;

     

    (iv) pro rata,
(A) to the Class A Noteholders, the Interest Distributable Amount for each
Class of Class A Notes and (B) to the Swap Counterparty, any Senior Swap
Termination Payment;

     

    
      
        
        

      

      
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    (v) (a) if
an Event of Default described in Section 5.01(i), (ii), (v) or
(vi) has occurred, in the following order of priority:

     

    (A) to the
Class A-1 Noteholders, payments of principal until the principal amount of
the Class A-1 Notes has been paid in full;

     

    (B) to the
Holders of each Class of remaining Class A Notes, pro rata based on the
outstanding principal amount of each such Class of Class A Notes as of such
Distribution Date, payments of principal until the principal amount of each such
Class of remaining Class A Notes has been paid in full;

     

    (C) to the
Class B Noteholders, the Interest Distributable Amount for the Class B
Notes; and

     

    (D) to the
Class B Noteholders, payments of principal until the principal amount of
the Class B Notes has been paid in full;

     

    (v)(b) if
an Event of Default described in Section 5.01(iii) or (iv) has
occurred, in the following order of priority:

     

    (A) to the
Class B Noteholders, the Interest Distributable Amount for the Class B
Notes;

     

    (B) to the
Class A-1 Noteholders, payments of principal until the principal amount of
the Class A-1 Notes has been paid in full;

     

    (C) to the
Holders of each Class of remaining Class A Notes, pro rata based on the
outstanding principal amount of each such Class of Class A Notes as of such
Distribution Date, payments of principal until the principal amount of each such
Class of remaining Class A Notes has been paid in full; and

     

    (D) to the
Class B Noteholders, payments of principal until the principal amount of
the Class B Notes has been paid in full;

     

    (vi) to the
Swap Counterparty, any Subordinated Swap Termination Payment;

     

    (vii) if a
Successor Master Servicer has been appointed pursuant to Section 7.02 of
the Sale and Servicing Agreement, to such Successor Master Servicer, any
Transition Costs due in connection with such transfer of servicing and not paid
pursuant to Section 7.01 of the Sale and Servicing Agreement plus the
Additional Servicing Fee, if any, for the related Collection Period;
and

     

    (viii) to the
Certificateholders, any remaining amounts.

     

    (g) The
Indenture Trustee shall transfer or shall cause the Master Servicer to transfer,
amounts from the Reserve Fund and deposit amounts transferred therefrom at the
written direction of the Master Servicer in accordance with the Sale and
Servicing Agreement.

     

    
      
        
        

      

      
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    Section
2.09. Cancellation.  All
Notes surrendered for payment, registration of transfer, exchange or redemption
in whole pursuant to Section 10.01 shall, if surrendered to any Person
other than the Indenture Trustee, be delivered to the Indenture Trustee and
shall be promptly cancelled by the Indenture Trustee.  The Issuer may
at any time deliver to the Indenture Trustee 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 Indenture Trustee.  No Notes shall be authenticated
in lieu of or in exchange for any Notes cancelled as provided in this Section,
except as expressly permitted by this Indenture.  All cancelled Notes
may be held or disposed of by the Indenture Trustee in accordance with its
standard retention or disposal policy as in effect at the time unless the Issuer
shall direct by an Issuer Order that they be destroyed or returned to it;
provided, that such Issuer Order is timely and the Notes have not been
previously disposed of by the Indenture Trustee.

     

    Section
2.10. Book-Entry
Notes.  Except as provided in Section 2.12, the Notes, upon
original issuance, will be issued in the form of a typewritten Note or 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 will receive a definitive Note representing
such Note Owner’s interest in such Book Entry Note, except as provided in
Section 2.12.  Unless and until definitive, fully registered Notes
(the “Definitive Notes”) have been issued to such Note Owners pursuant to
Section 2.12:

     

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

     

    (ii) the Note
Registrar 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 Notes
and the giving of instructions or directions hereunder) as the sole Holder of
such Notes, and shall have no obligation to the Note Owners;

     

    (iii) to the
extent that the provisions of this Section conflict with any other provisions of
this Indenture, the provisions of this Section 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 or the Clearing Agency Participants; pursuant to
the Note Depository Agreement, unless and until Definitive Notes are issued
pursuant to Section 2.12, the Clearing Agency will make book-entry
transfers among the Clearing Agency Participants and receive and transmit
payments of principal of and interest on the Notes to such Clearing Agency
Participants; and

     

    (v) whenever
this Indenture requires or permits actions to be taken based upon instructions
or directions of the Holders of Notes (or Holders of Notes of any Class,
including the Controlling Class) evidencing a specified percentage of the Note
Balance, 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 

     

    
      
        
        

      

      
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    beneficial
interest in the Notes or such Class of Notes and has delivered such instructions
to the Indenture Trustee.

     

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

     

    Section
2.12. Definitive
Notes.  Definitive Notes will be issued only in the following
circumstances:

     

    (a)        If:

     

    (i) (A) the
Clearing Agency is no longer willing or able to properly discharge its
respon­sibilities with respect to the Book-Entry Notes and (B) the
Indenture Trustee is not able to locate a qualified successor; or

     

    (ii) after the
occurrence of an Event of Default or a Servicer Termination Event, owners of
Book-Entry Notes representing beneficial interests aggregating not less than 51%
of the principal amount of a Class of Notes advise the Indenture Trustee and the
Clearing Agency Participant through 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 Note Owners;

     

    then, in
each case, the Indenture Trustee shall notify such Note Owners of the related
Class of Notes through the Clearing Agency of the occurrence of any such event
and of the availability of Definitive Notes of the related Class of Notes to
Note Owners requesting the same.

     

    (b) Upon
surrender to the Indenture Trustee of the Note or Notes representing the
Book-Entry Notes by the Clearing Agency, accompanied by registration
instructions, the Issuer at its own expense shall execute and deliver the
Definitive Notes to the Indenture Trustee and the Indenture Trustee shall
authenticate the Definitive Notes in accordance with the instructions of the
Clearing Agency.  None of the Issuer, the Note Registrar or the
Indenture Trustee shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be protected in relying on, such
instructions.  Upon the issuance of Definitive Notes of a Class, the
Indenture Trustee shall recognize the Noteholders of the Definitive Notes as
Noteholders hereunder.

     

    Section
2.13. Release of
Collateral.  Subject to Section 11.01 and the terms of the
other Basic Documents, the Indenture Trustee shall release property from the
lien of this Indenture only upon receipt of an Issuer Request accompanied by an
Officer’s Certificate, an Opinion of Counsel and, if required by Section 11.01,
Independent Certificates in accordance with Sections 314(c) and 314(d)(1) of the
TIA or an Opinion of Counsel in lieu of such Independent Certificates to the
effect that the TIA does not require any such Independent
Certificates.  If the Commission shall issue an exemptive order under
TIA Section 304(d) modifying the Indenture Trustee’s obligations under TIA
Sections 314(c) and 314(d)(1), the Indenture Trustee shall 

     

    
      
        
        

      

      
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    release
property from the lien of this Indenture in accordance with the conditions and
procedures set forth in such exemptive order.

     

    Section
2.14. Employee Benefit
Plans.  The Class A Notes may, in general, be purchased by, or
on behalf of, or with “plan assets” of a Benefit Plan.  A fiduciary of
a Benefit Plan purchasing the Class A Notes or a beneficial interest in such
Notes, with the assets of a Benefit Plan is deemed to represent that the
purchase of one or more such Notes or a beneficial interest therein is
consistent with its fiduciary duties under ERISA and does not result in a
nonexempt prohibited transaction as defined in Section 406 of ERISA or
Section 4975 of the Code.  If the Depositor, the Seller, the
Master Servicer, the Indenture Trustee, the Owner Trustee or any of their
respective Affiliates (i) has investment or administrative discretion with
respect to the assets of a Benefit Plan, (ii) has authority or
responsibility to give, or regularly gives, investment advice with respect to
such Benefit Plan assets, for a fee and pursuant to an agreement or
understanding that such advice will (a) serve as a primary basis for
investment decisions with respect to such Benefit Plan assets and (b) be
based on the particular investment needs for such Benefit Plan or (iii) is
an employer maintaining or contributing to such Benefit Plan, then a purchase of
the Class A Notes by such a Benefit Plan may represent a conflict of interest or
act of self-dealing by the fiduciary.  The Class B Notes may not be
purchased by, or on behalf of, or with “plan assets” of a Benefit
Plan.

     

    Section
2.15. Authenticating
Agents.  The Indenture Trustee 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 2.02, 2.03, 2.05 and 2.06, 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 shall be deemed to be
the authentication of Notes “by the Indenture Trustee”.

     

    Any
corporation into which any Authenticating Agent may be merged or converted or
with which it may be consolidated, or any entity 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.

     

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

     

    The
Administrator agrees to pay to each Authenticating Agent from time to time,
reasonable compensation for its services.  The provisions of Sections
2.09 and 6.04 shall be applicable to any Authenticating Agent.

     

    
      
        
        

      

      
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    Section
2.16. Calculation
Agent.

     

    (a) The
Issuer hereby agrees that, for so long as any of the Class A-2b Notes, Class
A-3b Notes or Class A-4b Notes remain Outstanding, the Issuer will at all times
cause there to be an agent appointed to calculate LIBOR in respect of each
Interest Period (the “Calculation Agent”), which agent shall (i) be a financial
institution, subject to supervision or examination by federal or state
authority, (ii) have a rating of at least “Baa1” by Moody’s and “BBB+” by
Standard & Poor’s, (iii) have an office within the United States and (iv) be
engaged generally in transactions in U.S. Eurodollar deposits in the
international Eurodollar market.

     

    (b) The
Issuer hereby appoints the Indenture Trustee as Calculation Agent for purposes
of determining LIBOR on each LIBOR Determination Date for each Interest
Period.

     

    (c) The
Calculation Agent may be removed by the Issuer at any time.  If the
Calculation Agent is unable or unwilling to act as such, is removed by the
Issuer or fails to determine LIBOR for any Interest Period, the Issuer will
promptly appoint a replacement Calculation Agent.  The Calculation
Agent may not resign its duties without a successor having been duly
appointed.

     

    (d) The
Calculation Agent shall, as soon as possible after 11:00 a.m. (London time) on
each LIBOR Determination Date, but in no event later than 11:00 a.m. (London
time) on the Business Day immediately following each LIBOR Determination Date,
calculate LIBOR for the related Interest Period and will communicate such rate
to the Issuer, the Master Servicer, the Swap Counterparty and the Indenture
Trustee (if the Indenture Trustee is not acting as Calculation
Agent).

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    ARTICLE
THREE

     

    COVENANTS

     

    Section
3.01. Payment of Principal and
Interest.  The Issuer will 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.  Amounts properly withheld under the
Code by any Person from a payment to any Noteholder of interest or principal
shall be considered as having been paid by the Issuer to such Noteholder for all
purposes of this Indenture.

     

    Section
3.02. Maintenance of Office or
Agency.  The Issuer will 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 appoints the Indenture Trustee to serve as
its agent for the foregoing purposes.  The Issuer shall give prompt
written notice to the Depositor and the Indenture Trustee 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 with the address thereof, such surrenders,
notices and demands may be made or served at the Corporate Trust Office and the
Issuer hereby appoints the Indenture Trustee as its agent to receive all such
surrenders, notices and demands.

     

    Section
3.03. Money for Payments to be
Held in Trust.

     

    (a) As
provided in Section 8.02, all payments of amounts due and payable with
respect to any Notes that are to be made from amounts withdrawn from the
Accounts shall be made on behalf of the Issuer by the Indenture Trustee or by
the Paying Agent, and no amounts so withdrawn from the Accounts for payments of
Notes shall be paid over to the Issuer except as provided in this
Section.

     

    (b) On or
before each Distribution Date and Redemption Date, the Issuer shall deposit or
cause to be deposited in the Note Payment 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 Paying Agent is
the Indenture Trustee) shall promptly notify the Indenture Trustee in writing of
its action or failure so to act.

     

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

     

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

     

    
      
        
        

      

      
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    (ii) give the
Indenture Trustee 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;

     

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

     

    (iv) immediately
resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums
held by it in trust for the payment of the Notes if at any time it ceases to
meet the standards required to be met by a 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 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
Paying Agent to pay to the Indenture Trustee all sums held in trust by such
Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts
as those upon which such sums were held by such Paying Agent; and upon such
payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be
released from all further liability with respect to such sums.

     

    (e) If
Definitive Notes are issued, subject to applicable laws with respect to escheat
of funds, any money held by the Indenture Trustee or any Paying Agent in trust
for the payment of any amount due with respect to any Note and remaining
unclaimed for 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 such
Noteholder 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 Paying Agent with
respect to such trust money shall thereupon cease; provided, however, that the
Indenture Trustee or such Paying Agent, before being required to make any such
repayment, shall at the expense and written direction of the Issuer cause to be
published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of
New York, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to or for the account of the Issuer.  The Indenture Trustee
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 Holders whose Notes have been called but have not
been surrendered for redemption in whole pursuant to Section 10.01 or whose
right to or interest in monies due and payable but not claimed is determinable
from the records of the Indenture Trustee or of any Paying Agent, at the last
address of record for each such Holder).

     

    
      
        
        

      

      
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    Section
3.04. Existence.  The
Issuer will 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, in which case the Issuer will keep in full
effect its existence, rights and franchises under the laws of such other
jurisdiction) and will obtain and preserve its qualification to do business in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Indenture, the Notes, the
Collateral and each other instrument or agreement included in the Trust Estate,
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 Issuer shall
terminate in accordance with the terms hereof.

     

    Section
3.05. Protection of Trust
Estate.  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 Trust Estate, and
the Issuer 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 Trust
Estate.  The Issuer will from time to time authorize, execute and
deliver all such supplements and amendments hereto and all such financing
statements, continuation statements, instruments of further assurance and other
instruments, all as prepared by the Administrator and delivered to the Issuer,
and will take such other action necessary or advisable to:

     

    (i) Grant
more effectively any portion of the Trust Estate;

     

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

     

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

     

    (iv) enforce
any of the Collateral; or

     

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

     

    The
Issuer hereby authorizes the Indenture Trustee to file any financing statement
or continuation statement required pursuant to this Section and designates the
Indenture Trustee as its agent and attorney-in-fact to execute any other
instrument required under this Section.

     

    Section
3.06. Opinions as to Trust
Estate.

     

    (a) On the
Closing Date, the Issuer shall furnish to the Indenture Trustee and the Swap
Counterparty an Opinion of Counsel to the effect that, in the opinion of such
counsel, either (i) all financing statements and continuation statements
have been executed and filed that are necessary to create and continue the first
priority perfected security interest of the Indenture Trustee in the Collateral
for the benefit of (1) the Noteholders and (2) the Swap Counterparty in the
Collateral to secure amounts owed by the Issuer to the Swap Counterparty
pursuant to the 

     

    
      
        
        

      

      
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    Swap
Agreement, and reciting the details of such filings or referring to prior
Opinions of Counsel in which such details are given or (ii) no such action
shall be necessary to perfect such security interest.

     

    (b) Within
90 days after the beginning of each fiscal year of the Issuer beginning
with the first fiscal year beginning more than three months after the Cutoff
Date, the Issuer shall furnish to the Indenture Trustee and the Swap
Counterparty an Opinion of Counsel either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents and with respect to the authorization and
filing of any financing statements and continuation statements 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 an 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 authorization 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 31 in the following calendar year.

     

    Section
3.07. Performance of Obligations;
Servicing of Receivables.

     

    (a) The
Issuer will not take any action and will 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 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 or 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 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 and the Administrator to assist the Issuer
in performing its duties under this Indenture.

     

    (c) The
Issuer will and will cause the Administrator to, punctually perform and observe
all of its obligations and agreements contained in this Indenture, the other
Basic Documents and in the instruments and agreements included in the Trust
Estate, including filing or causing to be filed all UCC financing statements and
continuation statements required to be filed by the terms of this Indenture and
the other Basic Documents in accordance with and within the time periods
provided for herein and therein.

     

    (d) If the
Issuer shall have knowledge of the occurrence of a Servicer Termination Event,
the Issuer shall promptly notify the Depositor, the Indenture Trustee and each
Rating Agency, in writing of such event, and shall specify in such notice the
action, if any, the Issuer is taking in respect of such default.  If a
Servicer Termination Event shall arise from the failure of the Master Servicer
to perform any of its duties or obligations under the Sale and Servicing


     

    
      
        
        

      

      
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    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 7.01 of the Sale and Servicing Agreement, the Issuer may (subject
to the rights of the Indenture Trustee to direct such appointment pursuant to
Section 7.02 of the Sale and Servicing Agreement) appoint a Successor
Master Servicer, and such Successor Master Servicer shall accept its appointment
by a written assumption in a form acceptable to the Indenture
Trustee.  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 Indenture Trustee without further
action shall be the successor to the Master Servicer in all respects in
accordance with Section 7.02 of the Sale and Servicing
Agreement.  The Indenture Trustee may resign as the Successor Master
Servicer by giving written notice of such resignation to the Issuer and the
Depositor and in such event will 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 as provided below.  Upon delivery of any
such notice to the Issuer, the Issuer shall obtain a new Master Servicer as the
Successor Master Servicer.  In each case of either the appointment of
the Indenture Trustee (or any Affiliate as provided below) as Successor Master
Servicer, or resignation of the Indenture Trustee as Master Servicer, the
Indenture Trustee 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.  Any Successor Master Servicer
other than the Indenture Trustee shall (i) be an established financial
institution having a net worth of not less than $50,000,000 and whose regular
business includes the servicing of retail motor vehicle installment sale
contracts, (ii) enter into a servicing agreement with the Issuer and the
Depositor having substantially the same provisions as the provisions of the Sale
and Servicing Agreement applicable to the Master Servicer, and (iii) 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.  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 with, subject to the limitations set forth below
and in the Sale and Servicing Agreement, and in accordance with
Section 7.02 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 the Indenture
Trustee).  If the Indenture Trustee shall succeed to the duties of the
Master Servicer as provided herein, it shall do so in its individual capacity
and not in its capacity as Indenture Trustee and, accordingly, except as
otherwise provided in the proviso to Section 6.01(a), the provisions of
Article Six shall be inapplicable to the Indenture Trustee in its duties as
the successor to the Master Servicer and the servicing of the
Receivables.  In case the Indenture Trustee shall become successor to
the Master Servicer under the Sale and Servicing Agreement, the Indenture
Trustee shall be entitled to appoint as Master Servicer any one of its
Affiliates or agents; provided that the Indenture Trustee, in its capacity as
Master Servicer, shall be fully liable for the actions and omissions of such
Affiliate or agent in such capacity as Successor Master
Servicer.  Notwithstanding any other provisions of this Indenture to


     

    
      
        
        

      

      
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    the
contrary, in no event shall the Indenture Trustee be liable for any servicing
fee or for any differential in the amount of the servicing fee paid under the
Sale and Servicing Agreement and the amount necessary to induce any Successor
Master Servicer to act as Successor Master Servicer under the Sale and Servicing
Agreement.

     

    (f) The
Issuer shall promptly notify the Depositor, the Trustees, the Swap Counterparty
and the Rating Agencies, in writing of (i) any termination of the Master
Servicer pursuant to the Sale and Servicing Agreement and (ii) the
appointment of each Successor Master Servicer, including the name and address of
such Successor Master Servicer.

     

    (g) The
Issuer shall not waive timely performance or observance by the Depositor, the
Master Servicer or the Seller of their respective duties or obligations under
the Basic Documents if such waiver would reasonably be expected to materially
adversely affect the Noteholders.

     

    Section
3.08. Negative
Covenants.  For so long as any Notes are Outstanding, the
Issuer shall not:

     

    (i) except as
expressly permitted by Section 3.10(b) and the Basic Documents, sell,
transfer, exchange or otherwise dispose of any of the properties or assets of
the Issuer, including those included in the Trust Estate, unless directed to do
so in writing by the Indenture Trustee;

     

    (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 applicable State law) or assert any claim against any present
or former Noteholder by reason of the payment of the taxes levied or assessed
upon the Issuer;

     

    (iii) (a) permit
the validity or effectiveness of this Indenture to be impaired, or permit the
lien created by 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, charge, excise, claim,
security interest, 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
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 created by 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 Trust Estate;

     

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

     

    (v) engage in
any activities other than those permitted by Section 2.03 of the Trust
Agreement and financing, acquiring, owning, pledging and managing the
Receivables as contemplated by the Basic Documents and activities incidental to
such activities; or

     

    
      
        
        

      

      
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    (vi) incur,
assume or guarantee any indebtedness other than the indebtedness evidenced by
the Notes or indebtedness otherwise permitted by the Basic
Documents.

     

    Section
3.09. Annual Statement as to
Compliance.  The Issuer will deliver to the Depositor, the Swap
Counterparty and the Indenture Trustee, on or before June 30 of each year
(commencing with the June 30 that is at least six months after the Closing
Date), an Officer’s Certificate stating, as to the Authorized Officer signing
such Officer’s Certificate, that:

     

    (a) a review
of the activities of the Issuer during the preceding year (or such shorter
period in the case of the first such Officer’s Certificate) and of its
performance under this Indenture has been made under such Authorized Officer’s
supervision; and

     

    (b) to the
best of such Authorized Officer’s knowledge, based on such review, the Issuer
has complied with all conditions and covenants under this Indenture throughout
the preceding year (or such shorter period in the case of the first such
Officer’s Certificate) or, if there has been a default 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 formed by or surviving such consolidation or merger shall be a Person
organized and existing under the laws of the United States or any State and
shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Indenture Trustee, in form satisfactory to the Depositor, the
Swap Counterparty and the Indenture Trustee, 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, and each other Basic Document,
on the part of the Issuer to be performed or observed;

     

    (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) to the effect that such transaction
will not have any material adverse tax consequence to the Issuer, the Swap
Counterparty, 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 Swap Counterparty
an Officer’s Certificate and an Opinion of Counsel each stating that such


     

    
      
        
        

      

      
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    consolidation
or merger and such supplemental indenture comply with this Article and that
all conditions precedent provided for in this Indenture 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 all or substantially all of its properties or assets,
including those included in the Trust Estate, to any other Person,
unless:

     

    (i) the
Person that acquires by conveyance or transfer the properties or assets of the
Issuer shall (A) be a United States citizen or a Person organized and
existing under the laws of the United States or any State, (B) expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Indenture Trustee, in form satisfactory to the Indenture Trustee, 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 and
each other Basic Document on the part of the Issuer to be performed or observed,
all as provided herein, (C) expressly agree 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 agree 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 agree
by means of such supplemental indenture that such Person (or if a group of
Persons, then one specified Person) shall make all filings with the Commission
(and any other appropriate Person) required by the Exchange Act in connection
with the Notes;

     

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

     

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

     

    (iv) the
Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Depositor and the Indenture Trustee) to the effect that
such transaction will not have any material adverse federal tax consequence to
the Issuer, 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 Swap Counterparty
an Officer’s Certificate and an Opinion of Counsel each stating that such
conveyance or transfer and such supplemental indenture comply with this
Article and that all conditions precedent provided for in this Indenture
relating to such transaction have been complied with (including any filing
required by the Exchange Act).

     

    
      
        
        

      

      
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    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 any
conveyance or transfer of all the properties and assets of the Issuer in
accordance with Section 3.10(b), the Issuer will 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 Depositor 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 (i) the Notes and (ii) any other indebtedness
permitted by or arising under the Basic Documents.

     

    Section
3.14. Master Servicer’s
Obligations.  The Issuer shall cause the Master Servicer to
comply with the Sale and Servicing Agreement.

     

    Section
3.15. Guarantees, Loans, Advances
and Other Liabilities.  Except as contemplated by the 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. Removal of
Administrator.  For so long as any Notes are Outstanding, the
Issuer shall not remove the Administrator without cause unless the Rating Agency
Condition shall have been satisfied with respect to such removal.

     

    Section
3.18. Restricted
Payments.  Except as expressly permitted by the Basic
Documents, the Issuer shall not, directly or indirectly, (i) pay any
dividend or make any distribution (by reduction of capital or otherwise),
whether in cash, property, securities or a combination thereof, to the Owner
Trustee or any owner of a beneficial interest in the 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 

     

    
      
        
        

      

      
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    purpose;
provided, however, that the Issuer may make, or cause to be made,
(a) distributions as contemplated by, and to the extent funds are available
for such purpose under, the Sale and Servicing Agreement or the Trust Agreement
and (b) payments to the Indenture Trustee pursuant to
Section 1.02(b)(ii) of the Administration Agreement.  The Issuer
will not, directly or indirectly, make payments to or distributions from the
Collection Account, the Note Payment Account, the Certificate Payment Account or
the Reserve Fund, except in accordance with this Indenture and the other Basic
Documents.

     

    Section
3.19. Notice of Events of
Default.  The Issuer shall give each Rating Agency, the Swap
Counterparty, a Responsible Officer of the Indenture Trustee and the Depositor
prompt written notice of each Event of Default hereunder and each default on the
part of the Seller, the Master Servicer or the Depositor of its obligations
under the Sale and Servicing Agreement and each default on the part of the
Seller or the Depositor of its obligations under the Receivables Purchase
Agreement.

     

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

     

    Section
3.21. Compliance with
Laws.  The Issuer shall comply with the requirements of all
applicable laws, the non-compliance with which would, individually or in the
aggregate, materially and adversely affect the ability of the Issuer to perform
its obligations under the Notes, this Indenture or any Basic
Document.

     

    Section
3.22. Amendments of Sale and Servicing Agreement and
Trust Agreement.  The Issuer shall not agree to any amendment
to Section 9.01 of the Sale and Servicing Agreement or Section 11.01 of the
Trust Agreement to eliminate the requirements thereunder that the Indenture
Trustee or the Noteholders consent to amendments thereto as provided
therein.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    ARTICLE
FOUR


     

    SATISFACTION
AND DISCHARGE

     

    Section
4.01. 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 and the right of the Swap Counterparty to receive
amounts owed under the Swap Agreement, (iv) Sections 3.03, 3.04, 3.05,
3.08, 3.10, 3.12, 3.13, 3.16 and 3.17, (v) the rights, obligations and
immunities of the Indenture Trustee hereunder (including the rights of the
Indenture Trustee under Section 6.07 and the obligations of the Indenture
Trustee under Section 4.02) and (vi) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, when:

     

    (a) either:

     

    (i) all Notes
theretofore authenticated and delivered (other than Notes (1) that have
been destroyed, lost or stolen and that have been replaced or paid as provided
in Section 2.06 and (2) 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 3.03) have been delivered to the Indenture Trustee for
cancellation; or

     

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

     

    (A) have
become due and payable,

     

    (B) will
become due and payable at the Class B Final Scheduled Distribution Date
within one year or

     

    (C) are to be
called for redemption within one year under arrangements satisfactory to the
Indenture Trustee for the giving of notice of redemption by the Indenture
Trustee in the name, and at the expense, of the Issuer,

     

    and the
Issuer, in the case of clauses (A), (B) or (C) above, has
irrevocably deposited or caused to be irrevocably deposited with the Indenture
Trustee, in trust, cash or direct obligations of or obligations guaranteed by
the United States (which will mature prior to the date such amounts are
payable), in trust for such purpose, in an amount sufficient to pay and
discharge the entire indebtedness on such Notes not theretofore delivered to the
Indenture Trustee for cancellation when due to the related Final Scheduled
Distribution Date or Redemption Date (if Notes shall have been called for
redemption pursuant to Section 10.01), as the case may be;

     

    
      
        
        

      

      
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    (b) the
Issuer has paid or caused to be paid all other sums payable by the Issuer
hereunder and under this Indenture and the other Basic Documents;

     

    (c) the
Issuer has delivered to the Depositor, the Swap Counterparty and the Indenture
Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the
TIA or Section 11.01) an Independent Certificate, each meeting the applicable
requirements of Section 11.01(a) and, subject to Section 11.02, each
stating that all conditions precedent provided for in this Indenture relating to
the satisfaction and discharge of this Indenture have been complied with;
and

     

    (d) the
Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of
Counsel to the effect that the satisfaction and discharge of this Indenture
pursuant to this Section will not cause any Noteholder to be treated as having
sold or exchanged any of its Notes for purposes of Section 1001 of the
Code.

     

    Section
4.02. Satisfaction, Discharge and
Defeasance of the Notes.

     

    (a) Upon
satisfaction of the conditions set forth in Section 4.02(b), the Issuer
shall be deemed to have paid and discharged the entire indebtedness on all the
Notes Outstanding, and the provisions of this Indenture, as it relates to such
Notes, shall no longer be in effect (and the Indenture Trustee, at the expense
of the Issuer, shall execute proper instruments acknowledging the same), except
as to:

     

    (i) the
rights of the Noteholders to receive, from the trust funds described in
Section 4.02(b)(i), payment of the principal of and interest on the Notes
Outstanding at maturity of such principal or interest;

     

    (ii) the
obligations of the Issuer with respect to the Notes under Sections 2.05,
2.06, 3.02 and 3.03;

     

    (iii) the
obligations of the Administrator to the Indenture Trustee under
Section 6.07; and

     

    (iv) the
rights, powers, trusts and immunities of the Indenture Trustee hereunder and the
duties of the Indenture Trustee hereunder.

     

    (b) The
satisfaction, discharge and defeasance of the Notes pursuant to
Section 4.02(a) is subject to the satisfaction of all of the following
conditions:

     

    (i) the
Issuer has deposited or caused to be deposited irrevocably (except as provided
in Section 4.04) with the Indenture Trustee as trust funds in trust,
specifically pledged as security for, and dedicated solely to, the benefit of
the Noteholders, which, through the payment of interest and principal in respect
thereof in accordance with their terms will provide, not later than one day
prior to the due date of any payment referred to below, money in an amount
sufficient, in the opinion of a nationally recognized firm of Independent
certified public accountants expressed in a written certification thereof
delivered to the Indenture Trustee, to pay and discharge the entire indebtedness
on the Notes Outstanding, for principal thereof and interest thereon to the date
of such deposit 

     

    
      
        
        

      

      
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    (in the
case of Notes that have become due and payable) or to the maturity of such
principal and interest, as the case may be;

     

    (ii) such
deposit will not result in a breach or violation of, or constitute an event of
default under, any Basic Document or other agreement or instrument to which the
Issuer is bound;

     

    (iii) no Event
of Default has occurred and is continuing on the date of such deposit or on the
91st day after such date;

     

    (iv) the
Issuer has delivered to the Depositor and the Indenture Trustee an Opinion of
Counsel to the effect that the satisfaction, discharge and defeasance of the
Notes pursuant to this Section will not cause any Noteholder to be treated as
having sold or exchanged any of its Notes for purposes of Section 1001 of
the Code; and

     

    (v) the
Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for in this Indenture relating to the defeasance contemplated
by this Section have been complied with.

     

    Section
4.03. Application of Trust
Money.  All monies deposited with the Indenture Trustee
pursuant to this Article shall be held in and applied by the Indenture
Trustee, in accordance with the provisions of the Notes and this Indenture, to
the payment, either directly or through any Paying Agent, to (a) the Holders of
the Notes for the payment or redemption of which such monies have been deposited
with the Indenture Trustee, of all sums due and to become due thereon for
principal and interest; and (b) to the Swap Counterparty for the payment of all
sums due and to become due under the Swap Agreement, 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
4.04. Repayment of Monies Held by
Paying Agent.  In connection with the satisfaction and
discharge of this Indenture with respect to the Notes, all monies then held by
any Paying Agent other than the Indenture Trustee under the provisions of this
Indenture with respect to such Notes shall, upon demand of the Issuer, be paid
to the Indenture Trustee to be held and applied according to Section 3.03
and thereupon such Paying Agent shall be released from all further liability
with respect to such monies.

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    ARTICLE
FIVE

     

    EVENTS OF
DEFAULT; REMEDIES

     

    Section
5.01. Events of
Default.  Wherever used herein, “Event of Default” 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, and such default shall continue for a period
of five days;

     

    (ii) default
in the payment of the principal of any Note on its Final Scheduled Distribution
Date;

     

    (iii) default
in the observance or performance of any material 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 specifically dealt with elsewhere in
this Section) and such default shall continue or not be cured for a period of
60 days after there shall have been given, by registered or certified mail,
to the Issuer by the Depositor or the Indenture Trustee or to the Issuer, the
Depositor and the Indenture Trustee, by the Holders of Notes evidencing not less
than 25% of the Note Balance 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;

     

    (iv) any
representation or warranty of the Issuer made in this Indenture or in any
certificate or other writing 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 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 Depositor or the Indenture
Trustee or to the Issuer, the Depositor and the Indenture Trustee by the Holders
of Notes evidencing not less than 25% of the Note Balance of the Controlling
Class, a written notice specifying such incorrect representation or warranty and
requiring it to be remedied and stating that such notice is a notice of Default
hereunder;

     

    (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 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 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

     

    
      
        
        

      

      
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    (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 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 Depositor and the Indenture Trustee, 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 or the lapse of time or
both would become an Event of Default under clause (iii) or
(iv) above, its status and what action the Issuer is taking or proposes to
take with respect thereto.

     

    Section
5.02. Acceleration of Maturity;
Rescission and Annulment.

     

    (a) If an
Event of Default shall have occurred and be continuing, the Indenture Trustee or
the Holders of Notes evidencing not less than 51% of the Note Balance of the
Controlling Class may, upon prior written notice to each Rating Agency and
the Swap Counterparty, declare the Notes to be immediately due and payable by
written notice to the Issuer (and to the Indenture Trustee if given by
Noteholders), the Depositor and the Master Servicer, and upon any such
declaration the unpaid principal amount of the Notes, together with accrued and
unpaid interest thereon through the date of acceleration, shall become
immediately due and payable.

     

    (b) If the
Notes have been declared immediately due and payable following an Event of
Default, before a judgment or decree for payment of the amount due has been
obtained by the Indenture Trustee as hereinafter provided in this Article, the
Holders of Notes evidencing not less than 51% of the Note Balance of the
Controlling Class, by written notice to the Issuer, the Depositor and the
Indenture Trustee, may rescind and annul such declaration of acceleration and
its consequences if:

     

    (i) the
Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay
all payments of principal of and interest on the Notes and all other amounts
that would then be due hereunder or upon the Notes and under the Swap Agreement
if the Event of Default giving rise to such acceleration had not occurred;
and

     

    (ii) all
Events of Default, other than the nonpayment of the 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.

     

    
      
        
        

      

      
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    Section
5.03. Collection of Indebtedness
and Suits for Enforcement by Indenture Trustee.

     

    (a) If a
default is made in the payment of (i) any interest on any Note of the
Controlling Class when the same becomes due and payable, and such default
continues for a period of five days, or (ii) the principal of any Note on
the related Final Scheduled Distribution Date, the Issuer will, upon demand of
the Indenture Trustee, pay to it, for the benefit of the Noteholders, the entire
amount then due and payable on such Notes for principal and interest, with
interest upon the overdue principal at the applicable Interest Rate and, to the
extent payment at such rate of interest shall be legally enforceable, upon
overdue installments of interest at the applicable Interest Rate and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and counsel
and other amounts due and owing to the Indenture Trustee pursuant to
Section 6.07.

     

    (b) If 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 any other obligor upon the 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 shall have occurred and be continuing, the Indenture Trustee
may, as more particularly provided in Section 5.04, in its discretion,
proceed to protect and enforce its rights and the rights of the Noteholders by
such appropriate Proceedings as the Indenture Trustee shall deem most effective
to protect and enforce 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) If 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 Trust Estate,
Proceedings under Title 11 of the United States Code or any other
applicable federal or State bankruptcy, insolvency or other similar law, or if a
receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken
possession of the Issuer or its property or such other obligor or Person, or if
there shall be pending any other comparable judicial 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, shall be
entitled and empowered, by intervention in such Proceedings or
otherwise:

     

    (i) to file
and prove a claim or claims for the whole amount of principal and interest owing
and unpaid in respect of the Notes and to file such other papers or documents as
may be necessary or advisable in order to have the claims of the Indenture
Trustee (including any claim for reasonable compensation to the Indenture
Trustee and 

     

    
      
        
        

      

      
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    each
predecessor Indenture Trustee), and their respective agents and attorneys, and
for all expenses and other amounts due and owing to the Indenture Trustee
pursuant to Section 6.07 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 Proceedings relative to the Issuer, its creditors and
its property;

     

    and any
trustee, receiver, liquidator, custodian or other similar official in any such
Proceeding is hereby authorized by each of the Noteholders to make payments to
the Indenture Trustee and, in the event that the Indenture Trustee shall consent
to the making of payments directly to the Noteholders, to pay to the Indenture
Trustee such amounts as shall be sufficient to cover reasonable compensation to
the Indenture Trustee, each predecessor Indenture Trustee and their respective
agents and attorneys, and all other expenses and amounts due and owing to the
Indenture Trustee pursuant to Section 6.07.

     

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

     

    (f) All
rights of action and of asserting claims under this Indenture, or under any of
the Notes, may be enforced by the Indenture Trustee without the possession of
any of the Notes or the production thereof in any trial or other Proceedings
relative thereto, and any such action or Proceedings instituted by the Indenture
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment, subject to the payment of the expenses, disbursements and
compensation of the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents and attorneys, shall be for the ratable benefit of the
Noteholders.

     

    (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.

     

    
      
        
        

      

      
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    Section
5.04. Remedies.

     

    (a) If the
Notes have been declared to be immediately due and payable following an Event of
Default, the Indenture Trustee may, or at the written direction of the Holders
of Notes evidencing not less than 51% of the Note Balance of the Controlling
Class shall, upon prior notice to the Swap Counterparty, take one or more of the
following actions as so directed (subject to Sections 5.02 and
5.05):

     

    (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 the Notes monies
adjudged due;

     

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

     

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

     

    (iv) sell the
Trust Estate or any portion thereof or rights or interest therein, at one or
more public or private sales called and conducted in any manner permitted by
law;

     

    provided,
however, that the Indenture Trustee may not sell or otherwise liquidate the
Trust Estate at the direction of the Noteholders following an Event of Default,
other than an Event of Default described in Section 5.01(i) or (ii),
unless: (A)(1) the Holders of Notes evidencing 100% of the Note Balance
consent thereto, (2) the proceeds of such sale or liquidation will be
sufficient to pay in full the Note Balance and all accrued but unpaid interest
on the Outstanding Notes or (3) the Indenture Trustee determines that the
Trust Estate will not continue to provide sufficient funds for the payment of
principal of and interest on the Notes as they would have become due if the
Notes had not been declared immediately due and payable, and the Indenture
Trustee obtains the consent of the Holders of Notes evidencing not less than
662⁄3% of the Note Balance of the Controlling Class; and (B)(1) there shall be
sufficient funds available to pay all amounts (including any termination
payments) owed to the Swap Counterparty or (2) the Swap Counterparty shall have
otherwise consented to the sale or liquidation of the Trust
Estate.  In determining such sufficiency or insufficiency with respect
to clauses (A)(2) and (A)(3), the Indenture Trustee may, but need not, obtain
and rely upon an opinion of an Independent investment banking or accounting firm
of national reputation as to the feasibility of such proposed action and as to
the sufficiency of the Trust Estate for such purpose.

     

    (b) If the
Indenture Trustee collects any money or property pursuant to this Section as a
result of selling or liquidating the Trust Estate, it shall pay out such money
or property (together with all Available Collections and all amounts on deposit
in the Accounts) on the related Distribution Date or other date fixed pursuant
to Section 5.04(c) in the order of priority set forth in
Section 2.08(f).

     

    (c) The
Indenture Trustee may fix a record date and distribution date for any payment to
Noteholders pursuant to this Section.  At least five days before such
record date, the Indenture 

     

    
      
        
        

      

      
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    Trustee
on behalf of the Issuer shall mail to each Noteholder, the Swap Counterparty and
the Indenture Trustee a notice that states the record date, the distribution
date and the amount to be paid.

     

    Section
5.05. Optional Preservation of the
Receivables.  If the Notes have been declared to be due and
payable under Section 5.02 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 Trust Estate and apply proceeds as if there had been no declaration of
acceleration; provided however, that the Available Funds shall be applied in
accordance with such declaration of acceleration in the manner specified in
Section 2.08(f).  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 amounts due to the Swap Counterparty,
and the Indenture Trustee shall take such desire into account when determining
whether or not to maintain possession of the Trust Estate.  In
determining whether to maintain possession of the Trust Estate, the Indenture
Trustee may, but need not, obtain and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.

     

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

     

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

     

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

     

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

     

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

     

    (e) no
direction inconsistent with such written request has been given to the Indenture
Trustee during such 60-day period by the Holders of Notes evidencing not less
than 51% of the Note Balance of the Controlling Class.

     

    It is
understood and intended that no one or more Noteholders shall have any right in
any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Noteholders or
to obtain or to seek to obtain priority or preference over any other Noteholders
or to enforce any right under this Indenture, except in the manner herein
provided.

     

    
      
        
        

      

      
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    In the
event the Indenture Trustee shall receive conflicting or inconsistent requests
and indemnity from two or more groups of Holders of Notes, each evidencing less
than 51% of the Note Balance of the Controlling Class, the Indenture Trustee in
its sole discretion may determine what action, if any, shall be taken,
notwithstanding any other provisions of this Indenture.

     

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

     

    Section
5.08. 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 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
5.09. Rights and Remedies
Cumulative.  No right or remedy herein conferred upon or
reserved to the Indenture Trustee or 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 or by law to the Indenture Trustee or the
Noteholders may be exercised from time to time, and as often as may be deemed
expedient, by the Indenture Trustee or the Noteholders, as the case may
be.

     

    Section
5.11. Control by Noteholders of
the Controlling Class.  The Holders of Notes evidencing not
less than 51% of the Note Balance of the Controlling Class shall have the right
to direct the time, method and place of conducting any Proceeding for any remedy
available to the Indenture Trustee with respect to the Notes or exercising any
trust or power conferred on the Indenture Trustee; provided, however,
that:

     

    (i) such
direction shall not (A) be in conflict with any rule of law or with this
Indenture or (B) materially and adversely affect the Swap Counterparty without
its prior written consent (including any consent given pursuant to Section
5.04);

     

    
      
        
        

      

      
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    (ii) subject
to the terms of Section 5.04, any direction to the Indenture Trustee to
sell or liquidate the Trust Estate shall be by the Holders of Notes evidencing
not less than 100% of the Note Balance;

     

    (iii) if the
conditions set forth in Section 5.05 have been satisfied and the Indenture
Trustee elects to retain the Trust Estate pursuant to such Section, then any
written direction to the Indenture Trustee by the Holders of Notes evidencing
less than 100% of the Note Balance to sell or liquidate the Trust Estate shall
be of no force and effect; and

     

    (iv) the
Indenture Trustee 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, subject to
Section 6.01, the Indenture Trustee need not take any action that it
reasonably believes might involve it in costs, expenses and liabilities for
which it will not be adequately indemnified or might materially adversely affect
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 5.02, the Holders of Notes
evidencing not less than 51% of the Note Balance of the Controlling
Class may, on behalf of all Noteholders, waive any past Default or Event of
Default and its consequences except a Default or Event of Default (i) in
payment of principal of or interest on any of the Notes or (ii) in respect
of a covenant or provision hereof that cannot be amended, supplemented or
modified without the consent of all the Noteholders.  Upon 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 Event of Default or impair
any right consequent thereto.  Upon any such waiver, such Default or
Event of Default shall cease to exist and be deemed to have been cured and not
to have occurred, and any Event of Default arising therefrom shall be deemed to
have been cured and not to have occurred, for every purpose of this Indenture,
but no such waiver shall extend to any subsequent or other Default or Event of
Default or impair any right consequent thereto.

     

    Section
5.13. Undertaking for
Costs.  All parties to this Indenture agree, and each Holder of
any Note by such Holder’s acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any 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; provided, however, that the provisions of this Section
shall not apply to any suit instituted by (i) the Indenture Trustee,
(ii) any Noteholder, or group of Noteholders, in each case holding Notes
evidencing in the aggregate more than 10% of the Note Balance (or, in the case
of any suit which is instituted by the Controlling Class, more than 10% of the
Note Balance of the Controlling Class) or (iii) any Noteholder for the
enforce­ment of the payment of principal of or interest on any Note on or
after 

     

    
      
        
        

      

      
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    the
respective due dates expressed in such Note and in this Indenture (or, in the
case of redemption, on or after the Redemption Date).

     

    Section
5.14. Waiver of Stay or Extension
Laws.  The 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 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
Section 5.04(b).

     

    Section
5.16. Performance and Enforcement
of Certain Obligations.

     

    (a) Promptly
following a request from the Indenture Trustee to do so and at the
Administrator’s expense, the Issuer shall take all such lawful action as the
Indenture Trustee may request to compel or secure the performance and observance
by the Depositor, the Seller and the Master Servicer of their respective
obligations to the Issuer under or in connection with the Sale and Servicing
Agreement or by the Seller of its obligations under or in connection with the
Receivables Purchase 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 Depositor, the Seller or the Master Servicer thereunder and the
institution of legal or administrative actions or proceedings to compel or
secure performance by the Depositor, the Seller and the Master Servicer of their
respective obligations under the Sale and Servicing Agreement.

     

    (b) If an
Event of Default shall have occurred and be continuing, the Indenture Trustee
may, and at the direction (which direction shall be in writing or by telephone
(confirmed in writing promptly thereafter)) of Holders of Notes evidencing not
less than 662⁄3% of the Note Balance of the Controlling Class shall, exercise all
rights, remedies, powers, privileges and claims of the Issuer against the
Depositor, the Seller or the Master Servicer under or in connection with the
Sale and Servicing Agreement or against the Seller under or in connection with
the Receivables Purchase Agreement, including the right or power to take any
action to compel or secure performance or observance by the Depositor, the
Seller or the Master Servicer, as the case may be, of its obligations to the
Issuer thereunder and to give any consent, request, notice, direction, approval,
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    Receivables
Purchase Agreement, as the case may be, and any right of the Issuer to take such
action shall be suspended.

     

    (c) Promptly
following a request from the Indenture Trustee to do so and at the
Administrator’s expense, the Issuer agrees to 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 to the Depositor under or in connection with
the Receivables Purchase Agreement in accordance with the terms thereof, and to
exercise any and all rights, remedies, powers and privileges lawfully available
to the Depositor or the Issuer under or in connection with the Receivables
Purchase 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
Depositor or the Seller thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the
Seller of its obligations under the Receivables Purchase Agreement.

     

    (d) If an
Event of Default shall have occurred and be continuing, the Indenture Trustee
may, and at the direction (which direction shall be in writing or by telephone
(confirmed in writing promptly thereafter)) of the Holders of Notes evidencing
not less than 662⁄3% of the Note Balance of the Controlling Class shall, exercise
all rights, remedies, powers, privileges and claims of the Depositor against the
Seller under or in connection with the Receivables Purchase Agreement, including
the right or power to take any action to compel or secure performance or
observance by the Seller of its obligations to the Depositor thereunder and to
give any consent, request, notice, direction, approval, extension or waiver
under the Receivables Purchase Agreement, and any right of the Depositor to take
such action shall be suspended.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    ARTICLE SIX 

     

    THE INDENTURE TRUSTEE

     

    Section
6.01. Duties of Indenture
Trustee.

     

    (a) If an
Event of Default shall have occurred and be continuing, the Indenture Trustee
shall exercise the rights and powers vested in it by this Indenture and use the
same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of such Person’s own
affairs; provided, however, that if the Indenture Trustee shall assume the
duties of the Master Servicer, pursuant to Section 3.07(e), the Indenture
Trustee in performing such duties shall use the degree of care and skill
customarily exercised by a prudent institutional servicer, with respect to
retail motor vehicle installment sale contracts and installment loans that it
administers or services, as the case may be, for itself or others.

     

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

     

    (i) the
Indenture Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations
shall be read into this Indenture against the Indenture Trustee;
and

     

    (ii) in the
absence of bad faith on its part, the Indenture Trustee may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Indenture Trustee and,
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 Section 6.01(b);

     

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

     

    (iii) the
Indenture Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it
pursuant to Section 5.11.

     

    (d) Every
provision of this Indenture that in any way relates to the Indenture Trustee is
subject to paragraphs (a), (b) and (c) of this Section.

     

    (e) 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.

     

    
      
        
        

      

      
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    (f) 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, the Trust
Agreement, the Swap Agreement or the Sale and Servicing Agreement.

     

    (g) No
provision of this Indenture shall require the Indenture Trustee to expend or
risk its own funds or otherwise incur financial liability in the performance of
any of its duties hereunder or in the exercise of any of its rights or powers
hereunder, if the Indenture Trustee shall have reasonable grounds to believe
that repayment of such funds or indemnity satisfactory to it against such risk
or liability is not assured to it.

     

    (h) 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 and to the provisions of the TIA.

     

    (i) The
Indenture Trustee shall not be charged with knowledge of any Event of Default
unless either (i) a Responsible Officer of the Indenture Trustee shall have
actual knowledge of such Event of Default or (ii) written notice of such
Event of Default shall have been given to the Indenture Trustee in accordance
with the provisions of this Indenture.

     

    Section
6.02. Rights of Indenture
Trustee.

     

    (a) The
Indenture Trustee may rely on any document believed by it to be genuine and to
have been signed or presented by the proper Person.  The Indenture
Trustee need not investigate any fact, calculation or matter stated in any such
document.  Notwithstanding the foregoing, the Indenture Trustee, upon
receipt of all resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Indenture Trustee that
shall be specifically required to be furnished pursuant to any provision of this
Indenture, shall examine them to determine whether they comply as to form to the
requirements of this Indenture.

     

    (b) Before
the Indenture Trustee acts or refrains from acting, it may request and be
entitled to receive 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 unless it is proved that the Indenture Trustee was negligent
in such reliance.

     

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

     

    (d) The
Indenture Trustee shall not be liable for any action it takes or omits to take
in good faith which it believes to be authorized or within its rights or powers;
provided, however, that 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 

     

    
      
        
        

      

      
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    complete
authorization and protection from liability in respect to any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel.

     

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

     

    Section
6.03. 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 Paying Agent, Note Registrar,
co-registrar or co-paying agent may do the same with like rights.

     

    Section
6.04. Indenture Trustee’s
Disclaimer.  The Indenture Trustee shall not be
(i) responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, (ii) accountable for the Issuer’s
use of the proceeds from the Notes and (iii) 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 other than the Indenture Trustee’s certificate
of authentication.

     

    Section
6.05. Notice of
Defaults.  If a Default occurs and is continuing and if it is
known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee
shall mail to each Noteholder and the Swap Counterparty notice of such Default
within 30 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 to the Noteholders if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of Noteholders.

     

    Section
6.06. Reports by Indenture Trustee
to Noteholders.  The Indenture Trustee shall deliver, within a
reasonable period of time after the end of each calendar year, to each Person
who at any time during such calendar year was a Noteholder, such information
furnished to the Indenture Trustee as may be required to enable such Person to
prepare its federal and State income tax returns.

     

    Section
6.07. Compensation and
Indemnity.

     

    (a) The
Administrator, on behalf of the Issuer, shall pay or cause to be paid to the
Indenture Trustee from time to time reasonable compensation for its
services.  The Indenture Trustee’s compensation shall not be limited
by any law on compensation of a trustee of an express trust.  The
Administrator on behalf of the Issuer, shall reimburse the Indenture Trustee for
all expenses, advances and disbursements reasonably incurred or made by it,
including costs of collection, in addition to the compensation for its services;
provided, however, that the Administrator need not reimburse the Indenture
Trustee for any expense incurred through the Indenture Trustee’s willful
misconduct, negligence, or bad faith.  Such expenses shall include the


     

    
      
        
        

      

      
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    reasonable
compensation and expenses, disbursements and advances of the Indenture Trustee’s
agents, counsel, accountants and experts.  The Administrator, on
behalf of the Issuer, shall indemnify the Indenture Trustee for, and hold it and
its officers, directors, employees, representatives and agents, harmless
against, any and all loss, liability or expense (including reasonable attorneys’
fees and expenses) incurred by it in connection with the administration of this
trust and the performance of its duties hereunder; provided, however, that the
Administrator need not indemnify the Indenture Trustee for, or hold it harmless
against, any such loss, liability or expense incurred through the Indenture
Trustee’s willful misconduct, negligence, or bad faith. The Indenture
Trustee shall notify the Issuer and the Administrator promptly of any claim for
which it may seek indemnity.  Any failure by the Indenture Trustee to
so notify the Issuer and the Administrator shall not, however, relieve the
Administrator of its obligations hereunder.  The Administrator, on
behalf of the Issuer, shall defend any such claim.  The Indenture
Trustee may have separate counsel in connection with the defense of any such
claim, and the Administrator, on behalf of the Issuer, shall pay the fees and
expenses of such counsel.  Neither the Issuer nor the Administrator
need reimburse any expense or indemnify against any loss, liability or expense
incurred by the Indenture Trustee through the Indenture Trustee’s own willful
misconduct, negligence or bad faith.  The Administrator may delegate
any of its foregoing obligations to the Master Servicer with prior notice to the
Issuer and the Indenture Trustee.

     

    (b) The
payment obligations to the Indenture Trustee pursuant to this Section shall
survive the resignation or removal of the Indenture Trustee and the discharge of
this Indenture.  When the Indenture Trustee incurs fees or expenses
after the occurrence of a Default specified in Section 5.01(v) or
(vi) with respect to the Issuer, such fees and 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
6.08. 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.  The Indenture Trustee may resign at any time by so notifying
the Issuer, the Depositor, the Swap Counterparty and the Noteholders, and will
provide all information reasonably requested by the Depositor in order to comply
with its reporting obligation under Item 6.02 of Form 8-K under the Exchange
Act, with respect to the resignation of the Indenture Trustee.  The
Holders of Notes evidencing not less than 51% of the Note Balance of the
Notes may remove the Indenture Trustee without cause by notifying the
Indenture Trustee (with a copy to the Issuer, the Depositor, the Swap
Counterparty and the Rating Agencies) of such removal and, following such
removal, 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) the
Indenture Trustee is adjudged to be bankrupt or insolvent;

     

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

     

    
      
        
        

      

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

     

    The
Depositor may remove the Indenture Trustee if the Indenture Trustee fails to
comply with Section 3.07(e), Section 6.08 or Section 6.09 with respect to
notice to or providing information to the Depositor or the Swap Counterparty, or
with Article Nine of the Sale and Servicing Agreement, in each case if such
failure continues for the lesser or 10 days or such period in which the
applicable Exchange Act Report can be timely filed (without taking into account
any extensions).  If the Indenture Trustee resigns or is removed or if
a vacancy exists in the office of the Indenture Trustee for any reason (the
Indenture Trustee in such event being referred to herein as the retiring
Indenture Trustee), the Administrator shall promptly appoint a successor
Indenture Trustee and notify the Depositor such appointment.

     

    (b) Any
successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee, the Issuer, the Swap Counterparty
and the Depositor 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.  Upon
delivery of such written acceptance, the resignation or removal of the retiring
Indenture Trustee shall become effective, and the successor Indenture Trustee
shall have all the rights, powers and duties of the Indenture Trustee under this
Indenture.  The successor Indenture Trustee shall mail a notice of its
succession to the Noteholders.  The retiring Indenture Trustee shall
promptly transfer all property held by it as Indenture Trustee to the successor
Indenture Trustee.

     

    (c) If a
successor Indenture Trustee does not take office within 60 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 51% of the
Note Balance 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 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, the Issuer’s
and the Administrator’s obligations under Section 6.07 shall continue for
the benefit of the retiring Indenture Trustee.

     

    Section
6.09. 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, however, that such corporation or banking
association must be otherwise qualified and eligible under
Section 6.11.  The Indenture Trustee shall provide the Rating
Agencies, the Swap Counterparty and the Depositor with prior written notice of
any such transaction and shall provide the Depositor with written notice of such
event no later than five 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.

     

    
      
        
        

      

      
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    (b) If at the
time such successor or successors by consolidation, merger or conversion 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 such successor to
the Indenture Trustee may authenticate such Notes either in the name of any
predecessor trustee or in the name of the successor to the Indenture
Trustee.  In all such cases such certificates shall have the full
force which the Notes or this Indenture provide that the certificate of the
Indenture Trustee shall have.

     

    Section
6.10. Appointment of Co-Trustee or
Separate Trustee.

     

    (a) Notwithstanding
any other provision of this Indenture, at any time, for the purpose of meeting
any legal requirement of any jurisdiction in which any part of the Trust Estate
may at the time be located, the Indenture Trustee and the Administrator, acting
jointly, 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, jointly with
the Indenture Trustee, or separate trustee or separate trustees, of all or any
part of the Trust Estate, and to vest in such Person or Persons, in such
capacity and for the benefit of the Noteholders, such title to the Trust Estate
or any part thereof, and, subject to the other provisions of this Section, such
powers, duties, obligations, rights and trusts as the Indenture Trustee may
consider necessary or desirable.  No co-trustee or separate trustee
under this Indenture shall be required to meet the terms of eligibility as a
successor trustee under Section 6.11 and no notice of the appointment of
any co-trustee or separate trustee shall be required under
Section 6.08.

     

    (b) Each
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 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 under this Indenture shall be personally liable by reason of any act or
omission of any other trustee under this Indenture; and

     

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

     

    (c) Any
notice, request or other writing given to the Indenture Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
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    if given
to each of them.  Every instrument appointing any separate trustee or
co-trustee shall refer to this Indenture and the conditions of this
Article.  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.  Each such instrument shall be filed with the
Indenture Trustee and a copy thereof given to the Administrator.

     

    (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
permitted by law, to do any lawful act under or in respect of this Indenture on
its behalf and in its name.  If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Indenture Trustee, to the extent permitted by law, without the appointment of a
new or successor trustee.

     

    Section
6.11. Eligibility;
Disqualification.  The Indenture Trustee shall at all times
satisfy the requirements of TIA 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 Rating Agency
or shall otherwise be acceptable to each Rating Agency.  The Indenture
Trustee shall comply with TIA Section 310(b).

     

    If at any
time following the occurrence of an Event of Default which shall not have been
cured or waived, the Indenture Trustee shall ascertain that it has a conflict of
interest (as defined in TIA Section 310(b)), with respect to one or more Classes
of Notes, then within 90 days after ascertaining such conflict of interest,
unless authorized by the Commission, the Indenture Trustee shall either
eliminate such conflict of interest or, except as otherwise provided in TIA
Section 310(b), resign with respect to such Class or Classes of Notes in
accordance with Section 6.08, and the Issuer shall appoint a successor
Indenture Trustee for each such Class, as applicable, so that there will be one
or more separate Indenture Trustees, as necessary, for any Class or Classes
of Notes as to which the retiring Indenture Trustee had a conflict of
interest.  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).

     

    In the
case of the appointment pursuant to this Section of a successor Indenture
Trustee with respect to one or more Classes of Notes, 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 rights, powers,
trusts and duties of the retiring Indenture Trustee with respect to the Notes of
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    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
indicated.

     

    Section
6.13. Representations and
Warranties of Indenture Trustee.  The Indenture Trustee hereby
makes the following representations and warranties on which the Issuer and the
Noteholders shall rely:

     

    (a) it is a
national banking association duly organized, validly existing and in good
standing under the laws of the United States;

     

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

     

    (c) this
Indenture is an enforceable obligation of the Indenture Trustee.

     

    
      
        
        

      

      
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    ARTICLE
SEVEN

     

    NOTEHOLDERS’
LISTS AND REPORTS

     

    Section
7.01. Issuer to Furnish Indenture
Trustee Names and Addresses of Noteholders.  The Issuer shall
furnish or cause to be furnished to the Indenture Trustee (i) not more than
five days after each Record Date, a list, in such form as the Indenture Trustee
may reasonably require, of the names and addresses of the Noteholders as of such
Record Date and (ii) at such other times as the Indenture Trustee may
request in writing, within 30 days after receipt by the Issuer of any such
request, a list of similar form and content as of a date not more than
ten days prior to the time such list is furnished; provided, however, that
so long as the Indenture Trustee is the Note Registrar or the Notes are issued
as Book-Entry Notes, no such list shall be required to be
furnished.

     

    Section
7.02. Preservation of Information;
Communications, Reports and Certain Documents to
Noteholders.

     

    (a) The
Indenture Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of the Noteholders contained in the most
recent list furnished to the Indenture Trustee as provided in Section 7.01
and the names and addresses of Noteholders received by the Indenture Trustee in
its capacity as Note Registrar.  The Indenture Trustee may destroy any
list furnished to it as provided in such Section 7.01 upon receipt of a new
list so furnished.

     

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

     

    (c) The
Issuer, the Indenture Trustee and the Note Registrar shall have the protection
of TIA Section 312(c).

     

    (d) The
Indenture Trustee will provide to Securityholders the reports, certificates,
opinions and documents specified in Section 3.14 of the Sale and Servicing
Agreement, upon written request to the Indenture Trustee.

     

    Section
7.03. Reports by
Issuer.

     

    (a) The
Issuer shall:

     

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

     

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

     

    (iii) supply to
the Indenture Trustee (and the Indenture Trustee shall mail to all Noteholders
described in TIA Section 313(c)) such summaries of any informa­tion,
documents and reports required to be filed by the Issuer pursuant to
clauses (i) and (ii) of this Section 7.03(a) and by the rules and
regulations prescribed from time to time by the Commission.

     

    (b) Unless
the Issuer otherwise determines, the fiscal year of the Issuer shall end on
December 31 of each year.

     

    Section
7.04. Reports by Indenture
Trustee.

     

    (a) If
required by TIA Section 313(a), within 60 days after each December 15
beginning with December 15, 2008, the Indenture Trustee shall mail to each
Noteholder as required by TIA Section 313(c), a brief report dated as of such
date that complies with TIA Section 313(a).  The Indenture
Trustee shall also comply with TIA Section 313(b).

     

    (b) The
Indenture Trustee shall provide to the Administrator and the Master Servicer, to
be filed by the Administrator or the Master Servicer with the Commission and
each stock exchange, if any, on which the Notes are listed, a copy of each
report mailed to Noteholders pursuant to this Indenture.  The Issuer
shall notify the Indenture Trustee if and when the Notes are listed on any stock
exchange.

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    ARTICLE
EIGHT


     

    ACCOUNTS,
DISBURSEMENTS AND RELEASES

     

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

     

    Section
8.02. Accounts.

     

    (a) On or
before the Closing Date, the Issuer shall cause the Master Servicer to establish
and maintain, at an Eligible Institution, which shall initially be the Indenture
Trustee, in the name of the Indenture Trustee, for the benefit of the
Securityholders, the Master Servicer, the Trustees, the Swap Counterparty and
the Paying Agent, the Collection Account as provided in Section 4.01(a) of
the Sale and Servicing Agreement.  On or before each Distribution
Date, the Master Servicer shall deposit in the Collection Account all amounts
required to be deposited therein with respect to the preceding Collection Period
as provided in Sections 4.05 and 4.08 of the Sale and Servicing
Agreement.  On each Distribution Date, the Indenture Trustee shall
apply or cause to be applied the amount on deposit in the Collection Account on
such Distribution Date in accordance with Section 2.08(a) (or following the
acceleration of the Notes after the occurrence of an Event of Default, in
accordance with Section 2.08(f)).

     

    (b) On or
before the Closing Date, the Issuer shall cause the Master Servicer to establish
and maintain, at Wachovia Bank in the name of the Indenture Trustee, for the
benefit of the Securityholders and the Swap Counterparty, the Reserve Fund as
provided in Sections 4.01 and 4.02 of the Sale and Servicing
Agreement.  On or before each Distribution Date, upon receipt of
instructions from the Master Servicer pursuant to Section 4.09(c) of the
Sale and Servicing Agreement, the Indenture Trustee, directly or through the
Paying Agent, shall withdraw or cause to be withdrawn from the Reserve Fund and
deposit in the Collection Account, the Reserve Fund Draw Amount, if any, for
such Distribution Date.

     

    (c) On or
before the Closing Date, the Issuer shall cause the Master Servicer to establish
and maintain, at an Eligible Institution, which shall initially be the Indenture
Trustee, in the name of the Indenture Trustee, for the benefit of the
Noteholders, the Master Servicer, the Swap Counterparty, the Trustees and the
Paying Agent, the Note Payment Account as provided in Section 4.01(a) of
the Sale and Servicing Agreement.  On each Distribution Date, the
Indenture Trustee shall, directly or through the Paying Agent, apply or cause to
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    amount on
deposit in the Note Payment Account on such Distribution Date in accordance with
Section 2.08.

     

    Section
8.03. General Provisions Regarding
Accounts.

     

    (a) So long
as no Default or Event of Default shall have occurred and be continuing, all or
a portion of the funds in the Accounts shall be invested by the Master Servicer
or the Indenture Trustee at the written direction of the Master Servicer, as
applicable, in Eligible Investments as provided in Sections 4.01 of the Sale and
Servicing Agreement.  All income or other gain (net of losses and
investment expenses) from investments of monies deposited in the Accounts shall
be withdrawn (or caused to be withdrawn) by the Indenture Trustee, from such
accounts and distributed (but only under the circumstances set forth in the Sale
and Servicing Agreement) as provided in Sections 4.01, 4.02, 4.06, 4.07,
4.08 and 4.09 of the Sale and Servicing Agreement.  The Master
Servicer shall not and shall not direct the Indenture Trustee to make any
investment of any funds or to sell any investment held in any of the Accounts
unless the security interest granted and perfected in such account will continue
to be perfected in such investment or the proceeds of such sale, in either case
without any further action by any Person, and, in connection with any direction
to the Indenture Trustee to make any such investment or sale, if requested by
the Indenture Trustee, the Issuer shall deliver to the Indenture Trustee an
Opinion of Counsel, acceptable to the Indenture Trustee, to such
effect.

     

    (b) Subject
to Section 6.01(c), the Indenture Trustee shall not in any way be held
liable by reason of any insufficiency in any of the Accounts resulting from any
loss on any Eligible Investment included therein except for losses attributable
to the Indenture Trustee’s failure to make payments on such Eligible Investments
issued by the Indenture Trustee, in its commercial capacity as principal obligor
and not as trustee, in accordance with their terms.

     

    (c) If
(i) the Master Servicer shall have failed to give written investment
directions for any funds on deposit in the Accounts to the Indenture Trustee by
11:00 A.M., New York City time (or such other time as may be agreed upon by
the Issuer and the Indenture Trustee), on the related Deposit Date or
(ii) a Default or Event of Default shall have occurred and be continuing
with respect to the Notes but the Notes shall not have been declared due and
payable pursuant to Section 5.02 or (iii) if the Notes shall have been
declared due and payable following an Event of Default but amounts collected or
receivable from the Trust Estate are being applied in accordance with
Section 5.05 as if there had not been such a declaration, then the
Indenture Trustee upon actual knowledge by a Responsible Officer of the
Indenture Trustee of such event shall, to the fullest extent practicable, invest
and reinvest funds in the Accounts in the one or more Eligible Investments
listed in clause (vii) of the definition of the term “Eligible
Investments”.

     

    Section
8.04. Release of Trust
Estate.

     

    (a) Subject
to the payment of its fees and expenses pursuant to Section 6.07, the
Indenture Trustee may, and when required by the provisions of this Indenture
shall, execute instruments to release property from the lien of this Indenture,
or convey the Indenture Trustee’s interest in the same, in a manner and under
circumstances that are not inconsistent with the provisions of this
Indenture.  No party relying upon an instrument executed by the
Indenture 

     

    
      
        
        

      

      
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    Trustee
as provided in this Article shall be bound to ascertain the Indenture
Trustee’s authority, inquire into the satisfaction of any conditions precedent
or see to the application of any monies.

     

    (b) The
Indenture Trustee shall, at such time as there are no Notes Outstanding and all
sums due to the Indenture Trustee pursuant to Section 6.07 and to the Swap
Counterparty pursuant to the Swap Agreement, have been paid in full, release any
remaining portion of the Trust Estate that secured the Notes from the lien of
this Indenture and release or cause to be released to the Issuer or any other
Person entitled thereto any funds then on deposit in the
Accounts.  The Indenture Trustee shall release property from the lien
of this Indenture pursuant to this Section only upon receipt of an Issuer
Request accompanied by an Officer’s Certificate and an Opinion of Counsel and,
if required by the TIA or Section 11.01, Independent Certificates in accordance
with TIA Sections 314(c) and 314(d)(1), and otherwise in accordance with the
applicable requirements of Section 11.01.

     

    Section
8.05. Opinion of
Counsel.  The Indenture Trustee shall receive at least seven
days notice when requested by the Issuer to take any action pursuant to
Section 8.04(a), accompanied by copies of any instruments involved, and the
Indenture Trustee shall also require, except in connection with any action
contemplated by Section 8.04(b), as a condition to such action, an Opinion
of Counsel, in form and substance satisfactory to the Indenture Trustee, stating
the legal effect of any such action, outlining the steps required to complete
such action, and concluding that all conditions precedent to the taking of such
action have been complied with and such action will not materially and adversely
impair the security for the Notes or the rights of the Noteholders or the Swap
Counterparty in contravention of the provisions of this Indenture; provided,
however, that such Opinion of Counsel shall not be required to express an
opinion as to the fair value of the Trust Estate.  Counsel rendering
any such opinion may rely, without independent investigation, on the accuracy
and validity of any certificate or other instrument delivered to the Indenture
Trustee in connection with any such action.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    ARTICLE
NINE


     

    SUPPLEMENTAL
INDENTURES

     

    Section
9.01. Supplemental Indentures
Without Consent of Noteholders.

     

    (a) The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, may,
without the consent of any Holders of any Notes but with prior written notice to
the Rating Agencies and the Swap Counterparty (which written notice, in the case
of the Swap Counterparty, shall include a draft of any such supplemental
indenture), at any time and from time to time, enter into one or more indentures
supplemental hereto, in form satisfactory to the Indenture Trustee, for any of
the following purposes:

     

    (i) to
correct or amplify the description of any property at any time subject to the
lien of this Indenture, or better to assure, convey and confirm unto the
Indenture Trustee any property subject or required to be subjected to the lien
of this Indenture, or to subject to the lien of this Indenture additional
property;

     

    (ii) to
evidence the succession, in compliance with the applicable provisions hereof, of
another Person to the Issuer, and the assumption by any such successor of the
covenants of the Issuer herein and in the Notes contained;

     

    (iii) to add to
the covenants of the Issuer, for the benefit of the Noteholders, or to surrender
any right or power herein conferred upon the Issuer;

     

    (iv) to
convey, transfer, assign, mortgage or pledge any property to or with the
Indenture Trustee;

     

    (v) to cure
any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture that may be inconsistent with any other provision herein
or in any supplemental indenture or in any (i) offering document used in
connection with the initial offer and sale of the Notes or to add any provisions
to or change in any manner or eliminate any of the provisions of this Indenture
which will not be inconsistent with other provisions of this Indenture or
(ii) other Basic Document with respect to matters or questions arising
under this Indenture or in any supplemental indenture;

     

    (vi) to
evidence and provide for the acceptance of the appointment hereunder by a
successor trustee with respect to the Notes and to add to or change any of the
provisions of this Indenture as shall be necessary to facilitate the
administration of the trusts hereunder by more than one trustee, pursuant to the
requirements of Article Six; or

     

    (vii) to
modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary to effect the qualification of this Indenture under the TIA
or under any similar federal statute hereafter enacted and to add to this
Indenture such other provisions as may be expressly required by the TIA or the
rules and regulations of the Commission.

     

    
      
        
        

      

      
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    provided,
however, that no such supplemental indenture (i) may materially adversely
affect the interests of any Noteholder and (ii) will be permitted unless an
Opinion of Counsel is delivered to the Indenture Trustee to the effect that such
supplemental indenture will not cause the Issuer to be characterized for federal
income tax purposes as an association or publicly traded partnership taxable as
a corporation or otherwise have any material adverse impact on the federal
income taxation of any Notes Outstanding or any Noteholder.  The
Indenture Trustee is hereby authorized to join in the execution of any such
supplemental indenture and to make any further appropriate agreements and
stipulations that may be therein contained.

     

    A
supplemental indenture shall be deemed not to materially adversely affect the
interests of any Noteholder if the Person requesting such supplemental indenture
(i) has delivered no fewer than ten days prior written notice of such
supplemental indenture to each Rating Agency and (ii) obtains and delivers to
the Indenture Trustee an Opinion of Counsel to the effect that the supplemental
indenture would not materially adversely affect the interests of any
Noteholder.

     

    Upon
execution of any such supplemental indenture, an executed copy of such
supplemental indenture shall be provided to the Swap Counterparty.

     

    Section
9.02. Supplemental Indentures with
Consent of Noteholders.  The Issuer and the Indenture Trustee,
when authorized by an Issuer Order, may, with the consent of the Holders of
Notes evidencing not less than 51% of the Note Balance of the Controlling Class
and with prior written notice to the Rating Agencies and the Swap Counterparty
(which prior written notice shall include, in the case of the Swap Counterparty,
a draft of any such proposed supplemental indenture), by Act of such Holders
delivered to the Issuer and the Indenture Trustee, at any time and from time to
time enter into one or more indentures supplemental hereto for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or modifying in any manner the rights of the
Holders of the Notes under this Indenture; provided, however, that (i) the
Rating Agency Condition shall have been satisfied with respect such action and
(ii) no such supplemental indenture will be permitted unless an Opinion of
Counsel is delivered to the Indenture Trustee to the effect that such
supplemental indenture will not cause the Issuer to be characterized for federal
income tax purposes as an association or publicly traded partnership taxable as
a corporation or otherwise have any material adverse impact on the federal
income taxation of any Notes Outstanding or any Noteholder; and, provided
further, that no such supplemental indenture may, without the consent of the
Holder of each Outstanding Note, to the extent any such Person is materially and
adversely affected by such supplemental indenture:

     

    (a) change
any Final Scheduled Distribution Date or the date of payment of any installment
of principal of or interest on any Note, or reduce the principal amount thereof,
the Interest Rate applicable thereto or the Redemption Price with respect
thereto, change the provisions of this Indenture relating to the application of
collections on, or the proceeds of the sale of, the Trust Estate to payment of
principal of or interest on the Notes, or change any place of payment where, or
the coin or currency in which, any Note or the interest thereon is
payable;

     

    (b) impair
the right to institute suit for the enforcement of the provisions of this
Indenture requiring the application of available funds, as provided in
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    the
payment of any amount due on the Notes on or after the respective due dates
thereof (or, in the case of redemption, on or after the Redemption
Date);

     

    (c) reduce
the percentage of the Note Balance or the Note Balance of the Controlling Class,
the consent of the Holders of Notes of which is required for any such
supplemental indenture, or the consent of the Holders of Notes of which is
required for any waiver of compliance with the provisions of this Indenture or
of defaults hereunder and their consequences as provided in this
Indenture;

     

    (d) modify or
alter (A) the provisions of the proviso to the definition of the term
“Outstanding”, (B) the definition of the term “Note Balance” or
(C) the definition of the term “Controlling Class”;

     

    (e) reduce
the percentage of the Note Balance required to direct the Indenture Trustee to
sell or liquidate the Trust Estate pursuant to Section 5.04 if the proceeds
of such sale would be insufficient to pay in full the principal amount of and
accrued but unpaid interest on the Notes;

     

    (f) reduce
the percentage of the Note Balance of the Controlling Class the consent of
the Holders of Notes of which is required for any such supplemental indenture
amending the provisions of this Indenture which specify the applicable
percentage of the Note Balance of the Controlling Class the consent of
which is required for such supplemental indenture or the amendment of any other
Basic Document;

     

    (g) affect
the calculation of the amount of any interest on or principal of the Notes
payable on any Distribution Date (including the calculation of any of the
individual components of such calculation);

     

    (h) modify
any of the provisions of this Indenture in such a manner as to affect the rights
of the Holders of the Notes to the benefit of any provisions for the mandatory
redemption of the Notes; or

     

    (i) permit
the creation of any lien ranking prior to or on a parity with the lien of this
Indenture with respect to any part of the Trust Estate or, except as otherwise
permitted or contemplated herein, terminate the lien of this Indenture on any
such collateral at any time subject hereto or deprive the Noteholders of the
security provided by the lien of this Indenture.

     

    The
Administrator shall certify to the Indenture Trustee whether or not any Notes
would be affected by any supplemental indenture and any such certification shall
be conclusive upon the Holders of all Notes, whether theretofore or thereafter
authenticated and delivered hereunder.

     

    It shall
not be necessary for any Act of Noteholders under this Section to approve the
particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.

     

    
      
        
        

      

      
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    The
Indenture Trustee is hereby authorized to join in the execution of any such
supplemental indenture and to make any further appropriate agreements and
stipulations that may be therein contained.

     

    Promptly
after the execution by the Issuer and the Indenture Trustee of any supplemental
indenture pursuant to this Section, the Indenture Trustee shall mail (i) to the
Noteholders to which such supplemental indenture relates a notice setting forth
in general terms the substance of such supplemental indenture and (ii) to the
Swap Counterparty a copy of such supplemental indenture.  Any failure
of the Indenture Trustee to mail such notice or supplemental indenture, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

     

    Notwithstanding
anything to the contrary in Section 9.01 or Section 9.02, no amendment or
supplemental indenture to this Indenture, or any provision or definition set
forth in any other Basic Document which is incorporated by reference in this
Indenture, may be entered into without the prior written consent of the Swap
Counterparty if such amendment or supplemental indenture could have a materially
adverse effect on the Swap Counterparty.

     

    Section
9.03. Execution of Supplemental
Indentures.  In executing, or permitting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modification thereby of the trusts created by this Indenture, the Indenture
Trustee shall be entitled to receive, and subject to Sections 6.01 and
6.02, shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture and that all conditions precedent in this Indenture to the
execution and delivery of such supplemental indenture have been
satisfied.  The Indenture Trustee may, but shall not be obligated to,
enter into any such supplemental indenture that affects the Indenture Trustee’s
own rights, duties, liabilities or immunities under this Indenture or
otherwise.

     

    Section
9.04. Effect of Supplemental
Indenture.  Upon the execution of any supple­mental
indenture pursuant to the provisions hereof, this Indenture shall be and shall
be deemed to be modified and amended in accordance therewith with respect to the
Notes affected thereby, and the respective rights, limitations of rights,
obligations, duties, liabilities and immunities under this Indenture of the
Indenture Trustee, the Issuer and the Noteholders shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

     

    Section
9.05. Conformity with Trust
Indenture Act.  Every amendment of this Indenture and every
supplemental indenture executed pursuant to this Article shall conform to
the requirements of the TIA as then in effect so long as this Indenture shall
then be qualified under the TIA.

     

    Section
9.06. Reference in Notes to
Supplemental Indentures.  Notes authenticated and delivered
after the execution of any supplemental indenture pursuant to this
Article may, and if required by the Indenture Trustee shall, bear a
notation in form approved by the Indenture Trustee as to any matter provided for
in such supplemental indenture.  If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the 

     

    
      
        
        

      

      
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    Indenture
Trustee and the Issuer, to any such supplemental indenture may be prepared and
executed by the Issuer and authenticated and delivered by the Indenture Trustee
in exchange for Outstanding Notes.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    ARTICLE
TEN


     

    REDEMPTION
OF NOTES

     

    Section
10.01. Redemption.

     

    (a) The Notes
are subject to redemption in whole, but not in part, at the direction of the
Seller pursuant to Section 8.01 of the Sale and Servicing Agreement, on any
Distribution Date on which the Seller exercises its option to purchase the
assets of the Issuer pursuant to said Section, and the amount paid by the Seller
shall be treated as collections in respect of the Receivables and applied to pay
all amounts due to the Master Servicer under the Sale and Servicing Agreement,
the Total Trustee Fees, all amounts owed to the Swap Counterparty and the unpaid
principal amount of the Notes plus accrued and unpaid interest
thereon.  The Seller or the Issuer shall furnish each Rating Agency
and the Swap Counterparty, notice of such redemption.  If the Notes
are to be redeemed pursuant to this Section, the Seller shall furnish notice of
such redemption to the Master Servicer, the Indenture Trustee, the Depositor,
the Swap Counterparty and the Rating Agencies, not fewer than 15 nor more than
30 days prior to the Redemption Date and the Issuer shall deposit one Business
Day prior to the Redemption Date with the Indenture Trustee in the Note Payment
Account the Redemption Price of the Notes to be redeemed (all or a portion of
which deposit may be made from Available Funds), whereupon all such Notes shall
be due and payable on the Redemption Date upon the furnishing of a notice
complying with Section 10.02 to each Noteholder.

     

    (b) In the
event that the assets of the Issuer are purchased by the Seller pursuant to
Section 8.01(a) of the Sale and Servicing Agreement, all amounts (i) on
deposit in the Note Payment Account shall be paid to the Noteholders up to the
unpaid principal amount of the Notes and all accrued and unpaid interest thereon
and (ii) owed to the Swap Counterparty shall be paid in full.  If such
amounts are to be paid to Noteholders pursuant to this Section, the Issuer
shall, to the extent practicable, furnish or cause the Seller to furnish notice
of such event to the Depositor, the Indenture Trustee, the Swap Counterparty and
the Rating Agencies, not fewer than 15 nor more than 30 days prior to the
Redemption Date, whereupon all such amounts shall be payable on the Redemption
Date.

     

    Section
10.02. Form of Redemption
Notice.  Notice of redemption of the Notes under
Section 10.01 shall be given by the Indenture Trustee by first-class mail,
postage prepaid, or by facsimile transmitted promptly following receipt of
notice from the Issuer or the Seller pursuant to Section 10.01(a), but not
later than ten days prior to the applicable Redemption Date to each Noteholder,
as of the close of business on the Record Date preceding the applicable
Redemption Date, at such Noteholder’s address or facsimile number appearing in
the Note Register.

     

    All
notices of redemption shall state:

     

    (i) the
Redemption Date;

     

    (ii) the
Redemption Price;

     

    
      
        
        

      

      
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    (iii) the place
where such Notes are to be surrendered for payment of the Redemption Price
(which shall be the office or agency of the Issuer to be maintained as provided
in Section 3.02); and

     

    (iv) that on
the Redemption Date, the Redemption Price will become due and payable upon each
Note and that interest thereon shall cease to accrue from and after the
Redemption Date.

     

    Notice of
redemption of the Notes shall be given by the Indenture Trustee in the name and
at the expense of the Issuer.  Failure to give notice of redemption,
or any defect therein, to any Noteholder shall not impair or affect the validity
of the redemption of any other Note.

     

    Section
10.03. Notes Payable on Redemption
Date.  The Notes to be redeemed shall, following notice of
redemption as required by Section 10.02, on the Redemption Date become due
and payable at the Redemption Price and (unless the Issuer shall default in the
payment of the Redemption Price) no interest shall accrue on the Redemption
Price for any period after the date to which accrued interest is calculated for
purposes of calculating the Redemption Price.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    ARTICLE
ELEVEN


     

    MISCELLANEOUS

     

    Section
11.01. Compliance Certificates and
Opinions, etc.

     

    (a) Upon any
application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture, the Issuer shall furnish to the Indenture
Trustee (i) an Officer’s Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been
complied with, (ii) an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with and
(iii) if required by Section 11.01(b)(ii) or the TIA or an Independent
Certificate, except that, in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture, no additional certificate or opinion need be
furnished.

     

    Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:

     

    (i) a
statement that each signatory of such certificate or opinion has read or has
caused to be read such covenant or condition and the definitions herein relating
thereto;

     

    (ii) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based;

     

    (iii) a
statement that, in the opinion of each signatory, such signatory has made such
examination or investigation as is necessary to enable such signatory to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and

     

    (iv) a
statement as to whether, in the opinion of each signatory, such condition or
covenant has been complied with.

     

    (b) (i)           Prior
to the deposit of any Collateral or other property or securities with the
Indenture Trustee that is to be made the basis for the release of any property
or securities subject to the lien of this Indenture, the Issuer shall, in
addition to any obligation imposed in Section 11.01(a) or elsewhere in this
Indenture, deliver to the Indenture Trustee an Officer’s Certificate certifying
or stating the opinion of each individual signing such certificate as to the
fair value (within 90 days of such deposit) to the Issuer of the Collateral
or other property or securities to be so deposited.

     

    (ii) Whenever
the Issuer is required to furnish to the Indenture Trustee an Officer’s
Certificate certifying or stating the opinion of any signer thereof as to the
matters described in clause (i) above, the Issuer shall also furnish
to the Indenture Trustee an Independent Certificate as to the same matters, if
the fair value to the Issuer of the property or securities to be so deposited
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    any such
withdrawal or release since the commencement of the then-current fiscal year of
the Issuer, as set forth in the certificates furnished pursuant to
clause (i) above and this clause (ii), is 10% or more of the Note
Balance, but such a certificate need not be furnished with respect to any
property or securities so deposited, if the fair value thereof to the Issuer as
set forth in the related Officer’s Certificate is less than $25,000 or less than
1% of the Note Balance.

     

    (iii) Other
than with respect to any release described in clause (A) or (B) of
Section 11.01(b)(v), whenever any property or securities are to be released
from the lien of this Indenture, the Issuer shall also furnish to the Indenture
Trustee and the Swap Counterparty an Officer’s Certificate certifying or stating
the opinion of each person signing such certificate as to the fair value
(within 90 days of such release) of the property or securities
proposed to be released and stating that in the opinion of such person the
proposed release will not impair the security under this Indenture in
contravention of the provisions hereof.

     

    (iv) Whenever
the Issuer is required to furnish to the Indenture Trustee or the Swap
Counterparty an Officer’s Certificate certifying or stating the opinion of any
signer thereof as to the matters described in clause (iii) above, the
Issuer shall also furnish to the Indenture Trustee an Independent Certificate as
to the same matters if the fair value of the property or securities and of all
other property (other than property described in clauses (A) or (B) of
Section 11.01(b)(v)) released from the lien of this Indenture since the
commencement of the then-current calendar year, as set forth in the certificates
required by clause (iii) above and this clause (iv), equals 10%
or more of the Note Balance, but such certificate need not be furnished in the
case of any release of property or securities if the fair value thereof as set
forth in the related Officer’s Certificate is less than $25,000 or less than 1%
of the Note Balance at the time of such release.

     

    (v) Notwithstanding
Section 2.13 or any other provision of this Section, the Issuer may,
without compliance with the requirements of the other provisions of this
Section, (A) collect, liquidate, sell or otherwise dispose of Receivables
and Financed Vehicles as and to the extent permitted or required by the Basic
Documents and (B) make cash payments out of the Accounts as and to the
extent permitted or required by the Basic Documents.

     

    Section
11.02. Form of Documents Delivered
to Indenture Trustee.

     

    (a) In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

     

    (b) Any
certificate or opinion of an Authorized Officer of the Issuer may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the 

     

    
      
        
        

      

      
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    certificate
or opinion or representations with respect to the matters upon which such
Officer’s Certificate or opinion is based are erroneous.  Any such
certificate of an Authorized Officer or Opinion of Counsel may be based, insofar
as it relates to factual matters, upon a certificate or opinion of, or
representations by, one or more officers of the Seller, the Master Servicer, the
Depositor, the Issuer or the Administrator, stating that the information with
respect to such factual matters is in the possession of the Seller, the Master
Servicer, the Depositor, the Issuer or the Administrator, unless such Authorized
Officer or counsel knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to such matters
are erroneous.

     

    (c) Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one
instrument.

     

    (d) Whenever
in this Indenture, in connection with any application or certificate or report
to the Indenture Trustee, it is provided that the Issuer shall deliver any
document as a condition of the granting of such application, or as evidence of
the Issuer’s compliance with any term hereof, it is intended that the truth and
accuracy, at the time of the granting of such application or at the effective
date of such certificate or report (as the case may be), of the facts and
opinions stated in such document shall in such case be conditions precedent to
the right of the Issuer to have such application granted or to the sufficiency
of such certificate or report.  The foregoing shall not, however, be
construed to affect the Indenture Trustee’s right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Article Six.

     

    Section
11.03. Acts of
Noteholders.

     

    (a) Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Noteholders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Noteholders in person or by agents duly appointed in
writing; and except as herein otherwise expressly provided such action shall
become effective when such instrument or instruments are delivered to the
Indenture Trustee and, where it is hereby expressly required, to the
Issuer.  Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of
the Noteholders signing such instrument or instruments.  Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to
Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer,
if made in the manner provided in this Section.

     

    (b) The fact
and date of the execution by any Person of any such instrument or writing may be
proved in any manner that the Indenture Trustee deems sufficient.

     

    (c) The
ownership of Notes shall be proved by the Note Register.

     

    (d) Any
request, demand, authorization, direction, notice, consent, waiver or other
action by the Holder of any Note shall bind the Holder of every Note issued upon
the registration thereof or in exchange therefor or in lieu thereof, in respect
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    to be
done by the Indenture Trustee or the Issuer in reliance thereon, whether or not
notation of such action is made upon such Note.

     

    Section
11.04. Notices, etc., to Indenture
Trustee, Issuer, Depositor, Swap Counterparty and Rating
Agencies.  Any request, demand, authorization, direction,
notice, consent, waiver or Act of Noteholders or other documents provided or
permitted by this Indenture shall be in writing and if such request, demand,
authorization, direction, notice, consent, waiver or Act of Noteholders is to be
made upon, given or furnished to or filed with:

     

    (a) the
Indenture Trustee by any Noteholder or the Issuer shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing and sent by
first-class mail, postage prepaid, overnight courier or facsimile (followed by
original) to or with the Indenture Trustee at its Corporate Trust
Office;

     

    (b) the
Issuer by the Indenture Trustee or any Noteholder shall be sufficient for every
purpose hereunder if in writing and sent by first-class mail, postage prepaid,
overnight courier or facsimile (followed by original) to the Issuer addressed
to: Wachovia Auto Owner Trust 2008-A, in care of Wilmington Trust Company, 1100
North Market Street, Wilmington, Delaware 19890-1605, Attention: Corporate Trust
Administration (with a copy to the Administrator, 301 S. College Street, 8th
Floor, NC5578, Charlotte, North Carolina 28288-5578, Attention: ABS Deal
Administration), or at any other address previously furnished in writing to the
Indenture Trustee by the Issuer or the Administrator; the Issuer shall promptly
transmit any notice received by it from the Noteholders to the Indenture
Trustee;

     

    (c) the
Depositor by the Indenture Trustee, the Master Servicer or any Noteholder, shall
be sufficient for every purpose hereunder if in writing and sent by first-class
mail, postage prepaid, overnight courier or facsimile (followed by original) to
the Depositor addressed to WDS Receivables LLC, 444 East Warm Springs Road,
Suite 118, Las Vegas, Nevada 89119, Attention: Treasury ABS Department or at any
other address previously furnished in writing to the Indenture Trustee by the
Depositor; or

     

    (d) the Swap
Counterparty by the Depositor, the Master Servicer, the Indenture Trustee or any
Noteholder shall be sufficient for every purpose hereunder if in writing and
sent by first-class mail, postage prepaid, overnight courier or facsimile
(followed by original) to the Swap Counterparty addressed to Wachovia Bank,
National Association, 301 South College Street NC0600, Charlotte, North Carolina
28202–0600, Attention: Derivatives Documentation.

     

    Notices
required to be given to each Rating Agency, as applicable, by the Issuer, the
Indenture Trustee or the Owner Trustee shall be in writing, personally
delivered, telecopied, mailed by certified mail, return receipt requested, or
sent by electronic delivery in the case of (i) Moody’s, at Moody’s Investors
Service, Inc., ABS Monitoring Department, 7 World Trade Center, 25th Floor,
250 Greenwich Street, New York, New York 10007 (e-mail:   ServicerReports@Moodys.com )
and (ii) Standard & Poor’s, at Standard & Poor’s Ratings
Services, a Division of The McGraw-Hill Companies, Inc., 55 Water Street,
New York, New York 10041, Attention: Asset Backed Surveillance Department
(e-mail: 

     

    
      
        
        

      

      
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    Servicer_Reports@sandp.com);
or at such other address as shall be designated by written notice to the other
parties.

     

    Section
11.05. Notices to Noteholders;
Waiver.  Where this Indenture provides for notice to
Noteholders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and sent by first-class mail,
postage prepaid to each Noteholder affected by such event, at such Noteholder’s
address as it appears on the Note Register, not later than the latest date, and
not earlier than the earliest date, prescribed for the giving of such
notice.  In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given.

     

    Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by any Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such
notice.  Waivers of notice by Noteholders shall be filed with the
Indenture Trustee but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such a waiver.

     

    In case,
by reason of the suspension of regular mail service as a result of a strike,
work stoppage or similar activity, it shall be impractical to mail notice of any
event to Noteholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving
of such notice.

     

    Where
this Indenture provides for notice to any Rating Agency, failure to give such
notice shall not affect any other rights or obligations created hereunder, and
shall not under any circumstance constitute a Default or Event of
Default.

     

    Section
11.06. Alternate Payment and Notice
Provisions.  Notwithstanding any provision of this Indenture or
any of the Notes to the contrary, the Issuer may enter into any agreement with
any Noteholder providing for a method of payment, or notice by the Indenture
Trustee or any Paying Agent to such Noteholder, that is different from the
methods provided for in this Indenture for such payments or
notices.  The Issuer will furnish to the Indenture Trustee a copy of
each such agreement and the Indenture Trustee will cause payments to be made and
notices to be given in accordance with such agreements.

     

    Section
11.07. Conflict with Trust
Indenture Act.  If any provision hereof limits, qualifies or
conflicts with another provision hereof that is required to be included in this
Indenture by any of the provisions of the Trust Indenture Act, such required
provision shall control.

     

    The
provisions of TIA Sections 310 through 317 that impose duties on any Person
(including the provisions automatically deemed included herein unless expressly
excluded by this Indenture) are a part of and govern this Indenture, whether or
not physically contained herein.

     

    
      
        
        

      

      
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    Section
11.08. Effect of Headings and Table
of Contents.  The Article and Section headings herein and
the Table of Contents are for convenience only and shall not affect the meaning
or interpretation of the terms or provisions hereof.

     

    Section
11.09. Successors and
Assigns.  All covenants and agreements in this Indenture and
the Notes by the Issuer shall bind its successors and assigns, whether so
expressed or not.  All agreements of the Indenture Trustee in this
Indenture shall bind its successors, co-trustees and agents.

     

    Section
11.10. Severability.  In
case any provision in this Indenture or in the Notes shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions of this Indenture and the Notes shall not in any way be affected or
impaired thereby.

     

    Section
11.11. Benefits of Indenture; Third
Party Beneficiaries.  Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder and the Noteholders, and any other party
secured hereunder, and any other Person with an ownership interest in any part
of the Trust Estate, any benefit or any legal or equitable right, remedy or
claim under this Indenture.  Notwithstanding the foregoing, this
Indenture shall inure to the benefit of and be binding upon the parties hereto,
and the Owner Trustee, the Noteholders, the Swap Counterparty, the
Certificateholders and their respective successors and permitted assigns shall
be third party beneficiaries.  Except as otherwise provided in this
Article, no other Person shall have any right or obligation
hereunder.

     

    Section
11.12. Legal
Holidays.  In any case where the date on which any payment is
due shall not be a Business Day, then (notwithstanding any other provision of
the Notes or this Indenture) payment need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on the date on which nominally due, and no interest shall accrue for the
period from and after any such nominal date.

     

    Section
11.13. GOVERNING
LAW.  THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

    Section
11.14. Counterparts.  This
Indenture may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original, but all of which counterparts shall
together constitute but one and the same instrument.

     

    Section
11.15. Recording of
Indenture.  If this Indenture is subject to recording in any
appropriate public recording offices, such recording shall be effected by the
Issuer and at its expense accompanied by an Opinion of Counsel (which may be
counsel to the Indenture Trustee or any other counsel reasonably acceptable to
the Indenture Trustee) to the effect that such recording is necessary either for
the protection of the Noteholders or any other Person secured hereunder or for
the enforcement of any right or remedy granted to the Indenture Trustee under
this Indenture.

     

    
      
        
        

      

      
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    Section
11.16. Trust
Obligation.  Except as otherwise provided in
Section 3.07(e), no recourse may be taken, directly or indirectly, with
respect to the obligations of the Issuer, the Owner Trustee or the Indenture
Trustee on the Notes or under this Indenture or any certificate or other writing
delivered in connection herewith or therewith, against (i) the Indenture
Trustee or the Owner Trustee in its individual capacity, (ii) any owner of
a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee, except as otherwise provided in
Section 3.07(e), and the Owner Trustee have no such obligations in their
individual capacities) and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.  For all purposes of this
Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles Six, Seven and Eight of the Trust
Agreement.

     

    Section
11.17. No
Petition.  The Indenture Trustee, by entering into this
Indenture, and each Noteholder or Note Owner, by accepting a Note or a
beneficial interest therein, as the case may be, hereby covenant and agree that
they will not at any time institute against the Issuer or the Depositor, or join
in any institution against the Issuer or the Depositor of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or State bankruptcy or similar law
in connection with any obligations relating to the Notes, this Indenture or any
of the other Basic Documents.

     

    Section
11.18. Inspection.  The
Issuer shall, with reasonable prior notice, permit any representative of the
Indenture Trustee, during the Issuer’s normal business hours, to examine the
books of account, records, reports and other papers of the Issuer, to make
copies and extracts therefrom, to cause such books to be audited by Independent
certified public accountants, and to discuss the Issuer’s affairs, finances and
accounts with the Issuer’s officers, employees, and Independent certified public
accountants, all at such reasonable times and as often as may be reasonably
requested.  The Indenture Trustee shall and shall cause its
representatives to hold in confidence all such information except to the extent
disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing) and except to the extent that the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its obligations hereunder.

     

    Section
11.19. Subordination
Agreement.  Each Noteholder, by accepting a Note, hereby
covenants and agrees that, to the extent it is deemed to have any interest in
any assets of the Depositor, or a securitization vehicle (other than the Issuer)
related to the Depositor, dedicated to other debt obligations of the Depositor
or debt obligations of any other securitization vehicle (other than the Issuer)
related to the Depositor, its interest in those assets is subordinate to claims
or rights of such other debtholders to those other
assets.  Furthermore, each Noteholder, by accepting a Note, hereby
covenants and agrees that such agreement constitutes a subordination agreement
for purposes of Section 510(a) of the Bankruptcy Code.

     

    
      
        
        

      

      
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    Section
11.20. Security Interest
Matters.

     

    (a) This
Indenture creates a valid and continuing “security interest” (as defined in the
UCC) in the Receivables 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.  With respect to each
Receivable, the Issuer has taken all steps necessary to perfect its security
interest against the related Obligor in the related Financed
Vehicle.

     

    (b) The
Receivables constitute “tangible chattel paper” (as defined in the
UCC).  The Issuer has caused or will cause on or prior to the Closing
Date the filing of all appropriate financing statements in the proper filing
offices in the appropriate jurisdictions under applicable law necessary to
perfect the security interest in the Receivables granted to the Indenture
Trustee hereunder.  Other than the security interest granted to the
Indenture Trustee hereunder, the Issuer has not pledged, assigned, sold, granted
a security interest in or otherwise conveyed any of the
Receivables.  The Issuer has not authorized the filing of and is not
aware of any financing statements against the Issuer that include a description
of collateral covering the Receivables other than any financing statement
relating to the security interest granted to the Indenture Trustee hereunder or
that has been terminated.  The motor vehicle retail installment sale
contracts and installment loans that constitute or evidence the Receivables do
not have any marks or notations indicating that they have been pledged, assigned
or otherwise conveyed to any Person other than the Depositor, the Issuer or the
Indenture Trustee.  The Issuer is not aware of any judgment or tax
lien filings against the Issuer.

     

    (c) All
financing statements filed or to be filed against the Issuer in favor of the
Indenture Trustee contain a statement substantially to the following effect: “A
purchase of or security interest in any collateral described in this financing
statement will violate the rights of the Indenture Trustee”.

     

    Section
11.21. Obligations with Respect to
the Swap Counterparty.  Any obligations or duties owed to, or
rights of, the Swap Counterparty hereunder, including the right of the Swap
Counterparty to consent to, or receive notice of, any actions hereunder shall
terminate upon payment in full of the Class A-2b Notes, the Class A-3b Notes and
the Class A-4b Notes and payment of all amounts owed to the Swap Counterparty
under the Swap Agreement.

     

     

     

     

     

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed by their respective officers, thereunto duly authorized, as of the day
and year first above written.

     

    
      
        	 	WACHOVIA
      AUTO OWNER TRUST 2008-A,	 
	 	 	 	 
	 	

                By:

              	

                WILMINGTON
      TRUST COMPANY, 

                  not
      in its individual capacity but solely as
      Owner Trustee

                

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ J.
      Christopher Murphy	 
	 	 	Name:
      J. Christopher Murphy	 
	 	 	Title:
      Financial Services Officer	 
	 	 	 	 


      

    

     

    
      
        	 	
                U.S.
      BANK NATIONAL ASSOCIATION,

                not in its individual capacity but solely as Indenture
      Trustee

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Shannon
      M. Rantz	 
	 	 	Name:
      Shannon M. Rantz	 
	 	 	Title:
      Vice President	 
	 	 	 	 


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT A

     

    FORM OF
CLASS [A-1] [A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b] [B] NOTE

     

    [FOR
CLASS A NOTES] THE ACQUISITION OF THE NOTES BY, OR ON BEHALF OF, OR WITH THE
ASSETS OF ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”) OR ANY “PLAN” SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE “INTERNAL REVENUE CODE”) OR ANY ENTITY PART OR ALL OF THE
ASSETS OF WHICH CONSTITUTE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN BY
REASON OF DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101 OR OTHERWISE IS
PROHIBITED UNLESS SUCH PURCHASE, HOLDING AND SUBSEQUENT DISPOSITION OF THE NOTES
WOULD NOT RESULT IN ANY NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA OR UNDER SECTION 4975 OF THE INTERNAL REVENUE CODE. EACH BENEFICIAL OWNER
OF THIS NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS SET
FORTH IN THE INDENTURE.

     

    [FOR
CLASS A AND B NOTES] [A FIDUCIARY OF A BENEFIT PLAN PURCHASING THE CLASS [A-1]
[A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b] NOTES WITH THE ASSETS OF A BENEFIT
PLAN IS DEEMED TO REPRESENT THAT THE PURCHASE OF ONE OR MORE NOTES IS CONSISTENT
WITH ITS FIDUCIARY DUTIES UNDER ERISA AND DOES NOT RESULT IN A NONEXEMPT
PROHIBITED TRANSACTION AS DEFINED IN SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE.]

     

    [FOR
CLASS B NOTES] [THE CLASS B NOTES MAY NOT BE ACQUIRED BY, OR ON BEHALF OF, OR
WITH THE ASSETS OF ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO THE FIDUCIARY
RESPONSIBILITY PROVISIONS OF ERISA OR ANY “PLAN” SUBJECT TO SECTION 4975 OF THE
INTERNAL REVENUE CODE, OR ANY ENTITY PART OR ALL OF THE ASSETS OF WHICH
CONSTITUTE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN BY REASON OF
DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, ERISA SECTION 3(42) OR
OTHERWISE.  EACH BENEFICIAL OWNER OF THIS NOTE WILL BE DEEMED TO HAVE
MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE
INDENTURE.]

     

    ANY
TRANSFER, PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING
ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY
NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE
& CO.).

     

    TRANSFERS
OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
HEREIN.

     

    PRINCIPAL
OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN.  ACCORDINGLY, THE
OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF.  ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS
CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE INDENTURE TRUSTEE.

     

    THE
FAILURE TO PROVIDE THE ISSUING ENTITY AND THE INDENTURE TRUSTEE WITH THE
APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS (GENERALLY, AN INTERNAL
REVENUE SERVICE FORM W-9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON
THAT IS A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF
THE INTERNAL REVENUE CODE, OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM W-8
(OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED
STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE
CODE) MAY RESULT IN THE IMPOSITION OF U.S. FEDERAL BACK-UP WITHHOLDING UPON
PAYMENTS TO THE HOLDER IN RESPECT OF THIS NOTE.

     

    [FOR
CLASS A-2, A-3 AND A-4 NOTES] THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT
TO THE CLASS A-1 NOTES [THE CLASS A-2 NOTES, THE CLASS A-3 NOTES] AS
DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.]

     

    [FOR
CLASS B NOTES] THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS A NOTES AS DESCRIBED IN THE INDENTURE REFERRED TO
HEREIN.]

     

    THIS NOTE
IS NOT A DEPOSIT OR OBLIGATION OF OR AN INTEREST IN WACHOVIA DEALER SERVICES,
INC. OR ANY OF ITS AFFILIATES.  THIS NOTE IS NOT GUARANTEED OR INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENTAL ENTITY OR FUND
OF THE UNITED STATES.

     

    
    

     

    
      	 REGISTERED 	
               $___________

            
	 No. R-A1-1
      [R-A2-1] [R-A3-1]	
              CUSIP
      NO. ___________

            
	 [R-A4-1][R-B-1]	
               ISIN NO.
      ___________

            


    

     

     

    WACHOVIA
AUTO OWNER TRUST 2008-A

     

    _____%
CLASS A-1 [A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b] [B] ASSET BACKED
NOTE

     

    
      
        
        

      

      
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    Wachovia
Auto Owner Trust 2008-A, a statutory trust organized and existing under the laws
of the State of Delaware (the “Issuer”), for value received, hereby promises to
pay to Cede & Co., or its registered assigns, the principal sum of
___________________ DOLLARS ($___________), payable to the extent described in
the Indenture referred to on the reverse hereof on each Distribution Date;
provided, however, that the entire unpaid principal amount of this Note shall be
payable on the earlier of _______________, 200__ (the “Class A-1 [A-2a]
[A-2b] [A-3a] [A-3b] [A-4a] [A-4b] [B] Final Scheduled Distribution Date”) and
the Redemption Date, if any, selected pursuant to the Indenture.

     

    The
Issuer will pay interest on this Note at the rate per annum shown above on each
Distribution Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on such
preceding Distribution Date), or on the Closing Date in the case of the first
Distribution Date or if no interest has yet been paid, subject to certain
limitations contained in the Indenture.  Interest on this Note will
accrue for each Distribution Date from, and including, the most recent
Distribution Date on which interest has been paid (or, in the case of the first
Distribution Date or if no interest has yet been paid, from and including the
Closing Date), to but excluding such current Distribution Date.  [For
Class [A-1, A-2b, A-3b and A-4b Notes: Interest will be computed on the basis of
the actual number of days during the related Interest Period divided by
360.]  [For Class A-2a, A-3a, A-4a and B Notes: Interest on this
Note will accrue for each Distribution Date from and including the 20th day of
the prior month (or from and including the Closing Date, in the case of the
first Distribution Date or if no interest has yet been paid) to but excluding
the 20th day of
the current month.  Interest will be computed on the basis of a
360-day year consisting of twelve 30-day months.]  The Issuer shall
pay interest on overdue installments of interest at the interest rate shown
above to the extent lawful.  Such principal and interest on this Note
shall be paid in the manner specified on the reverse hereof.

     

    The
principal and interest on this Note are payable in such coin or currency of the
United States as at the time of payment is legal tender for payment of public
and private debts.  All payments made by the Issuer with respect to
this Note shall be applied first to interest due and payable on this Note as
provided above and then to the unpaid principal of this Note.

     

    Reference
is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Note.

     

    Unless
the certificate of authentication hereon has been executed by the Indenture
Trustee whose name appears below by manual or facsimile signature, this Note
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or
in facsimile, by an Authorized Officer, as of the date set forth
below.

     

    
      
        
          	
                  Date:
      June __, 2008

                	 
      	
                  WACHOVIA
      AUTO OWNER TRUST 2008-A

                
	 	 	 
	 
      	
                  By:

                	
                  WILMINGTON
      TRUST COMPANY, not in its individual capacity but solely as
      Owner Trustee under the Trust Agreement

                
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Authorized
      Signatory

                


        

      

    

     

     

    INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

    This is
one of the Notes designated above and referred to in the within-mentioned
Indenture.

     

    
      
        	
                Date:
      June __, 2008

              	 
      	
                U.S.
      BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as
      Indenture Trustee,

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Authorized
      Signatory

              


      

    

     

    
      
        
        

      

      
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    [REVERSE
OF CLASS A-1 [A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b] [B]
NOTE]

     

    This Note
is one of a duly authorized issue of Notes of the Issuer, designated as its
_____% Class A-1 [A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b] [B] Asset Backed
Notes (the “Class [___] Notes”), all issued under the Indenture, dated as
of June 1, 2008 (the “Indenture”), between the Issuer and U.S. Bank National
Association, as trustee (the “Indenture Trustee”), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders.  The Notes are subject to all terms of
the Indenture.  Capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in the Indenture, which also
contains rules as to construction that shall be applicable hereto.

     

    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 and the Class B Notes (collectively, the “Notes”) are, except as
otherwise provided in the Indenture or in the Sale and Servicing Agreement,
equally and ratably secured by the Collateral pledged as security therefor as
provided in the Indenture.

     

    Principal
payable on the Class [A-1] [A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b] [B]
Notes will be paid on each Distribution Date in the amount specified in the
Indenture and in the Sale and Servicing Agreement.  As described
above, the entire unpaid principal amount of this Note will be payable on the
earlier of the Class [A-1] [A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b] [B]
Final Scheduled Distribution Date and the Redemption Date, if any, selected
pursuant to the Indenture.  Notwithstanding the foregoing, under
certain circumstances, the entire unpaid principal amount of the
Class [A-1] [A-2] [A-3] [A-4] [B] Notes shall be due and payable following
the occurrence and continuance of an Event of Default, if the Indenture Trustee
or the Holders of Notes evidencing not less than 51% of the Note Balance of the
Controlling Class have declared the Notes to be immediately due and payable
in the manner provided in Section 5.02 of the Indenture.  All
principal payments on the Class [A-1] [A-2a] [A-2b] [A-3a] [A-3b] [A-4a] [A-4b]
[B] Notes shall be made pro rata to the Class [A-1] [A-2a] [A-2b] [A-3a]
[A-3b] [A-4a] [A-4b] [B] Noteholders entitled thereto.

     

    Payments
of principal and interest on this Note due and payable on each Distribution Date
or Redemption Date shall be made by check mailed to the Person whose name
appears as the registered Noteholder (or one or more Predecessor Notes) on the
Note Register as of the close of business on the related Record Date, except
that 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.), payments will be made by wire transfer in immediately available funds to
the account designated by such nominee.  Such checks shall be mailed
to the Person entitled thereto at the address of such Person as it appears on
the Note Register as of the applicable Record Date without requiring that this
Note be submitted for notation of payment.  Any reduction in the
principal amount of this Note (or any one or more Predecessor Notes) effected by
any payments made on any Distribution Date or Redemption Date shall be binding
upon all future Noteholders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon.  If funds are expected to be available, as
provided in the Indenture, for payment in full of the remaining unpaid principal
amount of this Note on a Distribution Date or Redemption Date, then the
Indenture Trustee, in the name of and on behalf 

     

    
      
        
        

      

      
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    of the
Issuer, will notify the Person who was the registered Noteholder as of the
Record Date preceding such Distribution Date or Redemption Date by notice mailed
within 30 days of such Distribution Date or Redemption Date and the amount
then due and payable shall be payable only upon presentation and surrender of
this Note at the Corporate Trust Office of the Indenture Trustee or at the
office of the Indenture Trustee’s agent appointed for such purposes located in
the City of New York.

     

    As
provided in the Indenture, the Notes may be redeemed, in whole but not in part,
in the manner and to the extent described in the Indenture and the Sale and
Servicing Agreement.

     

    As
provided in the Indenture and subject to the limitations set forth therein and
on the face hereof, the transfer of this Note may be registered on the Note
Register upon surrender of this Note for registration of transfer at the office
or agency designated by the Issuer pursuant to the Indenture, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Noteholder or such Noteholder’s attorney
duly authorized in writing, with such signature guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar, all in
accordance with the Exchange Act, and thereupon one or more new Notes of
authorized denominations and in the same aggregate principal amount will be
issued to the designated transferee or transferees.  No service charge
will be charged for any registration of transfer or exchange of this Note, but
the transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

     

    Each
Noteholder or Note Owner, by acceptance of a Note or a beneficial interest
therein, as the case may be, covenants and agrees that no recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the Owner
Trustee or the Indenture Trustee on the Notes or under the Indenture or any
certificate or other writing delivered in connection therewith, against
(i) the Indenture Trustee or the Owner Trustee, each in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee
of the Indenture Trustee or the Owner Trustee, each in its individual capacity,
any holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee, each in its individual capacity, except as any such Person may
have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

     

    Each
Noteholder or Note Owner, by acceptance of a Note or a beneficial interest
therein, as the case may be, covenants and agrees by accepting the benefits of
the Indenture and such Note that such Noteholder or Note Owner will not at any
time institute against the Depositor or the Issuer, or join in any institution
against the Depositor or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Certificates, the Indenture or the other Basic
Documents.

     

    The
Issuer has entered into the Indenture and this Note is issued with the intention
that, for federal, State and local income, single business and franchise tax
purposes, the Notes will 

     

    
      
        
        

      

      
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    qualify
as indebtedness of the Issuer secured by the Trust Estate.  Each
Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a
beneficial interest in a Note), agrees to treat the Notes for federal, State and
local income, single business and franchise tax purposes as indebtedness of the
Issuer.

     

    Prior to
the due presentment for registration of transfer of this Note, the Issuer, the
Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat
the Person in whose name this Note (as of the day of determination or as of such
other date as may be specified in the Indenture) is registered as the owner
hereof for all purposes, whether or not this Note shall be overdue, and none of
the Issuer, the Indenture Trustee or any such agent shall be affected by notice
to the contrary.

     

    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Holders of Notes representing at least 51% of the Note Balance of
the Controlling Class.  The Indenture also contains provisions
permitting the Noteholders representing specified percentages of the Note
Balance of the Controlling Class, on behalf of all Noteholders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences.  Any such
consent or waiver by the Noteholder of this Note (or any one of more Predecessor
Notes) shall be conclusive and binding upon such Noteholder and upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.  The Indenture also
permits the Issuer and the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of the
Noteholders.

     

    The
Indenture permits the Issuer, under certain circumstances, to consolidate or
merge with or into another Person, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

     

    The Notes
are issuable only in registered form in denominations as provided in the
Indenture, subject to certain limitations therein set forth.

     

    THIS NOTE
AND THE INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

     

    No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
times, place and rate, and in the coin or currency herein
prescribed.

     

    
      
        
        

      

      
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    ASSIGNMENT

     

    Social
Security or taxpayer I.D. or other identifying number of assignee:

     

    _______________________________________________________________________________


     

    FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto:

     

    ________________________________________________________________________________

    (name and
address of assignee)

     

    the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints

     

    _________________________________________________________________________________


    attorney,
to transfer said Note on the books kept for registration thereof, with full
power of substitution in the premises.

     

     

    
    

     

    
      	 Dated:   ____________________________	
              ________________________________*

            
	 	 
	 	Signature
      Guaranteed:
	 	 
	 	 
	 	

              ________________________________*

            


    

    
 

    


    

      

    

      
      
        	
                *

              	
                NOTICE:  The
      signature to this assignment must correspond with the name of the
      registered owner as it appears on the face of the within Note in every
      particular, without alteration, enlargement or any change
      whatsoever.  Such signature must be guaranteed by an “eligible
      guarantor institution” meeting the require­ments of the Note
      Registrar.

              


      

       

       

       

       

       

       

       

       

       

       

       

      
        A-8