EX-4.3



 





Exhibit
4.3



AMERICAN EXPRESS ISSUANCE TRUST




as Issuer




and




THE BANK OF NEW YORK




as Indenture Trustee and as Securities Intermediary




AMENDED AND RESTATED INDENTURE




DATED AS OF NOVEMBER 1, 2007














 





Table of Contents




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS AND OTHER
PROVISIONS OF GENERAL APPLICATION
	 	4	 
	 
	 	 	 	 
	Section 1.01 
	Definitions	 	4	 
	Section 1.02 
	Compliance Certificates and Opinions	 	22	 
	Section 1.03 
	Form of Documents Delivered to Indenture Trustee	 	23	 
	Section 1.04 
	Acts of Noteholders	 	23	 
	Section 1.05 
	Notices, etc. to Indenture Trustee and Issuer	 	25	 
	Section 1.06 
	Notices to Noteholders, Waiver	 	25	 
	Section 1.07 
	Conflict with Trust Indenture Act	 	26	 
	Section 1.08 
	Effect of Headings and Table of Contents	 	27	 
	Section 1.09 
	Successors and Assigns	 	27	 
	Section 1.10 
	Separability	 	27	 
	Section 1.11 
	Benefits of Indenture	 	27	 
	Section 1.12 
	Governing Law	 	27	 
	Section 1.13 
	Counterparts	 	27	 
	Section 1.14 
	Indenture Referred to in the Trust Agreement	 	27	 
	Section 1.15 
	Legal Holidays	 	27	 
	 
	 	 	 	 
	ARTICLE II COLLATERAL
	 	28	 
	 
	 	 	 	 
	Section 2.01 
	Recordings, Etc.	 	28	 
	Section 2.02 
	Trust Indenture Act Requirements	 	29	 
	Section 2.03 
	Suits To Protect the Collateral	 	30	 
	Section 2.04 
	Purchaser Protected	 	30	 
	Section 2.05 
	Powers Exercisable by Receiver or Indenture Trustee	 	30	 
	Section 2.06 
	Determinations Relating to Collateral	 	30	 
	Section 2.07 
	Release of All Collateral	 	31	 
	Section 2.08 
	Certain Actions by Indenture Trustee	 	31	 
	Section 2.09 
	Opinions as to Collateral	 	31	 
	Section 2.10 
	Certain Commercial Law Representations and Warranties	 	32	 
	Section 2.11 
	The Securities Intermediary	 	33	 
	 
	 	 	 	 
	ARTICLE III NOTE FORMS
	 	35	 
	 
	 	 	 	 
	Section 3.01 
	Forms Generally	 	35	 
	Section 3.02 
	Forms of Notes	 	35	 
	Section 3.03 
	Form of Indenture Trustee’s Certificate of Authentication	 	35	 
	Section 3.04 
	Notes Issuable in the Form of a Global Note	 	36	 
	Section 3.05 
	Temporary Global Notes and Permanent Global Notes	 	38	 
	Section 3.06 
	Beneficial Ownership of Global Notes	 	39	 
	Section 3.07 
	Notices to Depository	 	40	 
	Section 3.08 
	CUSIP Numbers	 	40	 






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Table of Contents
(continued)





	 	 	 	 	 
	 	 	Page
	ARTICLE IV THE NOTES
	 	41	 
	 
	 	 	 	 
	Section 4.01 
	General Title, General Limitations, Issuable in Series, Terms of a Series, Class or Tranche of Notes	 	41	 
	Section 4.02 
	Denominations	 	44	 
	Section 4.03 
	Execution, Authentication and Delivery and Dating	 	44	 
	Section 4.04 
	Temporary Notes	 	45	 
	Section 4.05 
	Registration, Transfer and Exchange	 	45	 
	Section 4.06 
	Mutilated, Destroyed, Lost and Stolen Notes	 	48	 
	Section 4.07 
	Payment of Interest, Interest Rights Preserved; Withholding Taxes  	 	49	 
	Section 4.08 
	Persons Deemed Owners	 	49	 
	Section 4.09 
	Cancellation	 	49	 
	Section 4.10 
	New Issuances of Notes	 	50	 
	Section 4.11 
	Specification of Required Subordinated Amount and other Terms with Respect to each Series, Class or Tranche of Notes 	 	52	 
	Section 4.12 
	Groups	 	52	 
	 
	 	 	 	 
	ARTICLE V ISSUER ACCOUNTS AND INVESTMENTS
	 	53	 
	 
	 	 	 	 
	Section 5.01 
	Collections	 	53	 
	Section 5.02 
	Issuer Accounts; Distributions from Issuer Accounts	 	53	 
	Section 5.03 
	Investment of Funds in the Issuer Accounts	 	55	 
	 
	 	 	 	 
	ARTICLE VI SATISFACTION AND DISCHARGE; CANCELLATION OF NOTES HELD BY THE ISSUER OR THE TRANSFEROR
	 	57	 
	 
	 	 	 	 
	Section 6.01 
	Satisfaction and Discharge of Indenture	 	57	 
	Section 6.02 
	Application of Trust Money	 	57	 
	Section 6.03 
	Cancellation of Notes Held by the Issuer or the Transferor	 	58	 
	 
	 	 	 	 
	ARTICLE VII EVENTS OF DEFAULT AND REMEDIES
	 	59	 
	 
	 	 	 	 
	Section 7.01 
	Events of Default	 	59	 
	Section 7.02 
	Acceleration of Maturity; Rescission and Annulment	 	60	 
	Section 7.03 
	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	 	61	 
	Section 7.04 
	Indenture Trustee May File Proofs of Claim	 	62	 
	Section 7.05 
	Indenture Trustee May Enforce Claims Without Possession of Notes	 	62	 






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Table of Contents
(continued)




	 	 	 	 	 
	 	 	Page
	Section 7.06 
	Application of Money Collected	 	63	 
	Section 7.07 
	Indenture Trustee May Elect to Hold the Collateral	 	63	 
	Section 7.08 
	Sale of Collateral for Accelerated Notes	 	63	 
	Section 7.09 
	Noteholders Have the Right to Direct the Time, Method and Place of Conducting Any Proceeding for Any Remedy Available to the Indenture Trustee	 	63	 
	Section 7.10 
	Limitation on Suits	 	64	 
	Section 7.11 
	Unconditional Right of Noteholders to Receive Principal and Interest; Limited Recourse	 	64	 
	Section 7.12 
	Restoration of Rights and Remedies	 	64	 
	Section 7.13 
	Rights and Remedies Cumulative	 	65	 
	Section 7.14 
	Delay or Omission Not Waiver	 	65	 
	Section 7.15 
	Control by Noteholders	 	65	 
	Section 7.16 
	Waiver of Past Defaults	 	65	 
	Section 7.17 
	Undertaking for Costs	 	66	 
	Section 7.18 
	Waiver of Stay or Extension Laws	 	66	 
	 
	 	 	 	 
	ARTICLE VIII THE INDENTURE TRUSTEE
	 	67	 
	 
	 	 	 	 
	Section 8.01 
	Certain Duties and Responsibilities	 	67	 
	Section 8.02 
	Notice of Defaults	 	68	 
	Section 8.03 
	Certain Rights of Indenture Trustee	 	68	 
	Section 8.04 
	Not Responsible for Recitals or Issuance of Notes	 	69	 
	Section 8.05 
	May Hold Notes	 	70	 
	Section 8.06 
	Money Held in Trust	 	70	 
	Section 8.07 
	Compensation and Reimbursement; Limit on Compensation Reimbursement and Indemnity 	 	70	 
	Section 8.08 
	Disqualification; Conflicting Interests	 	70	 
	Section 8.09 
	Corporate Indenture Trustee Required; Eligibility	 	71	 
	Section 8.10 
	Resignation and Removal; Appointment of Successor	 	71	 
	Section 8.11 
	Acceptance of Appointment by Successor	 	73	 
	Section 8.12 
	Merger, Conversion, Consolidation or Succession to Business	 	73	 
	Section 8.13 
	Preferential Collection of Claims Against Issuer	 	74	 
	Section 8.14 
	Appointment of Authenticating Agent	 	74	 
	Section 8.15 
	Tax Returns	 	75	 
	Section 8.16 
	Representations and Covenants of the Indenture Trustee	 	76	 
	Section 8.17 
	Indenture Trustee’s Application for Instructions from the Issuer	 	76	 
	Section 8.18 
	Appointment of Co-Trustee or Separate Indenture Trustee	 	76	 
	Section 8.19 
	Certain Securities Laws Covenants	 	77	 






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Table of Contents
(continued)




	 	 	 	 	 
	 	 	Page
	ARTICLE IX NOTEHOLDERS’ MEETINGS, LISTS, REPORTS BY INDENTURE TRUSTEE, ISSUER AND
BENEFICIARY
	 	78	 
	 
	 	 	 	 
	Section 9.01  
	Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders	 	78	 
	Section 9.02  
	Preservation of Information; Communications to Noteholders	 	78	 
	Section 9.03 
	Reports  by Indenture Trustee	 	79	 
	Section 9.04 
	Meetings  of Noteholders; Amendments and Waivers	 	80	 
	Section 9.05 
	Reports  by Issuer to the Commission	 	82	 
	Section 9.06 
	Monthly  Noteholders’ Statement	 	82	 
	Section 9.07 
	Payment  Instruction to Master Trust	 	82	 
	 
	 	 	 	 
	ARTICLE X
INDENTURE SUPPLEMENTS; AMENDMENTS TO THE POOLING AND SERVICING
AGREEMENT AND AMENDMENTS TO THE
TRUST AGREEMENT
	 	84	 
	 
	 	 	 	 
	Section 10.01 
	Supplemental  Indentures and Amendments Without Consent of Noteholders	 	84	 
	Section 10.02 
	Supplemental  Indentures with Consent of Noteholders	 	86	 
	Section 10.03 
	Execution  of Amendments and Indenture Supplements	 	87	 
	Section 10.04 
	Effect  of Amendments and Indenture Supplements	 	87	 
	Section 10.05 
	Conformity with Trust Indenture Act	 	88	 
	Section 10.06 
	Reference in Notes to Indenture Supplements	 	88	 
	Section 10.07 
	Amendments to the Pooling and Servicing Agreement	 	88	 
	Section 10.08 
	Amendments to the Trust Agreement	 	88	 
	 
	 	 	 	 
	ARTICLE XI REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER
	 	90	 
	 
	 	 	 	 
	Section 11.01 
	Payment of Principal and Interest	 	90	 
	Section 11.02 
	Maintenance of Office or Agency	 	90	 
	Section 11.03 
	Money for Note Payments to be Held in Trust	 	90	 
	Section 11.04 
	Statement as to Compliance	 	92	 
	Section 11.05 
	Legal Existence	 	92	 
	Section 11.06 
	Further Instruments and Acts	 	92	 
	Section 11.07 
	Compliance with Laws	 	92	 
	Section 11.08 
	Notice of Events of Default	 	92	 
	Section 11.09 
	Certain Negative Covenants	 	93	 
	Section 11.10 
	No Other Business	 	93	 
	Section 11.11 
	Rule 144A Information	 	93	 
	Section 11.12 
	Performance of Obligations; Servicing of Receivables	 	93	 
	Section 11.13 
	Issuer May Consolidate, Etc., Only on Certain Terms	 	94	 






-iv-









 






Table of Contents
(continued)




	 	 	 	 	 
	 	 	Page
	Section 11.14 
	Successor Substituted	 	95	 
	Section 11.15 
	Guarantees, Loans, Advances and Other Liabilities	 	95	 
	Section 11.16 
	Capital Expenditures	 	96	 
	Section 11.17 
	Restricted Payments	 	96	 
	Section 11.18 
	No Borrowing	 	96	 
	 
	 	 	 	 
	ARTICLE XII EARLY AMORTIZATION OF NOTES
	 	97	 
	 
	 	 	 	 
	Section 12.01 
	Applicability of Article	 	97	 
	Section 12.02 
	Optional Repurchase	 	98	 
	Section 12.03 
	Notice	 	99	 
	 
	 	 	 	 
	ARTICLE XIII MISCELLANEOUS
	 	100	 
	 
	 	 	 	 
	Section 13.01 
	No Petition	 	100	 
	Section 13.02 
	Trust Obligations	 	100	 
	Section 13.03 
	Limitations on Liability	 	100	 
	Section 13.04 
	Tax Treatment	 	100	 
	Section 13.05 
	Actions Taken by the Issuer	 	101	 
	Section 13.06 
	Alternate Payment Provisions	 	101	 
	Section 13.07 
	Termination of Issuer	 	101	 
	Section 13.08 
	Final Distribution	 	101	 
	Section 13.09 
	Termination Distributions	 	102	 
	Section 13.10 
	Derivative Counterparty, Supplemental Credit Enhancement Provider and Supplemental Liquidity Provider as Third-Party Beneficiary	 	102	 
	Section 13.11 
	Notices	 	102	 
	Section 13.12 
	Force Majeure	 	103	 
	 
	 	 	 	 
	ARTICLE XIV COMPLIANCE WITH REGULATION AB
	 	 	 
	 
	 	 	 	 
	Section 14.01 
	Intent of the Parties; Reasonableness	 	104	 
	Section 14.02 
	Additional Representations and Warranties of the Indenture Trustee	 	104	 
	Section 14.03 
	Information to Be Provided by the Indenture Trustee	 	104	 
	Section 14.04 
	Report on Assessment of Compliance and Attestation	 	105	 






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EXHIBITS




	 	 	 
	EXHIBIT A

	 	FORM OF INVESTMENT LETTER
	 
	 	 
	EXHIBIT B-1

	 	FORM OF CLEARANCE SYSTEM CERTIFICATE TO BE GIVEN TO THE
TRUSTEE BY EUROCLEAR OR CLEARSTREAM, LUXEMBOURG FOR DELIVERY
OF DEFINITIVE NOTES IN EXCHANGE FOR A PORTION OF A TEMPORARY
GLOBAL NOTE
	 
	 	 
	EXHIBIT B-2

	 	FORM OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR
CLEARSTREAM, LUXEMBOURG BY [•] WITH RESPECT TO REGISTERED
NOTES SOLD TO QUALIFIED INSTITUTIONAL BUYERS
	 
	 	 
	EXHIBIT B-3

	 	FORM OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR
CLEARSTREAM, LUXEMBOURG BY A BENEFICIAL OWNER OF NOTES, OTHER
THAN A QUALIFIED INSTITUTIONAL BUYER
	 
	 	 
	EXHIBIT C

	 	FORM OF ANNUAL CERTIFICATION
	 
	 	 
	EXHIBIT D

	 	SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
















 





     This AMENDED AND RESTATED INDENTURE between AMERICAN EXPRESS ISSUANCE TRUST, a statutory trust
organized under the laws of the State of Delaware (the “Issuer”), having its principal office at
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-1600, and THE BANK OF NEW
YORK, a New York banking corporation, in its capacity as Indenture Trustee (the “Indenture
Trustee”) and as the initial Securities Intermediary, is made and entered into as of November 1,
2007.



RECITALS OF THE ISSUER




     The Issuer duly authorized the execution and delivery of the Indenture, dated as of May 19,
2005 (as amended and supplemented, the “Original Indenture”), to provide for the issuance of its
Notes to be issued in one or more fully registered or bearer Series, Classes or Tranches.



     The parties hereto agree to and do hereby amend and restate the Original Indenture as of
November 1, 2007, to read in its entirety as set forth herein.



     All things necessary to make this Indenture a valid and legally binding agreement of the
Issuer, in accordance with its terms, have been done.



GRANTING CLAUSE




     The Issuer hereby grants to the Indenture Trustee, for the benefit and security of the
Noteholders and the Indenture Trustee, in its individual capacity, a first priority security
interest in all of its right, title and interest, whether now owned or hereafter acquired, in and
to the following:




	 	(i)	 	(A) the Receivables existing at the close of business on the
Initial Cut Off Date, in the case of Receivables arising in the Initial
Accounts (including Related Accounts with respect to such Initial Accounts),
and thereafter created from time to time in such Accounts until the termination
of the Issuer, (B) the Receivables existing at the close of business on each
applicable Addition Cut Off Date, in the case of Receivables arising in the
Additional Accounts (including Related Accounts with respect to such Additional
Accounts), and thereafter created from time to time in the Accounts until the
termination of the Issuer, and (C) the Recoveries allocable to the Issuer as
provided in the Transfer and Servicing Agreement;
	 
	 	(ii)	 	each Collateral Certificate as of each applicable Addition Date;
	 
	 	(iii)	 	the Excess Funding Account (including all Sub-Accounts thereof);
	 
	 	(iv)	 	the Overconcentration Account (including all Sub-Accounts thereof);
	 
	 	(v)	 	the Collection Account (including all Sub-Accounts thereof);














 






	 	(vi)	 	each Supplemental Issuer Account (including all Sub-Accounts
thereof);
	 
	 	(vii)	 	all Eligible Investments and all investment property, money
and other property held in the Collection Account, the Excess Funding Account
or any Supplemental Issuer Account (including any Sub-Accounts thereof);
	 
	 	(viii)	 	all rights, benefits and powers under any Derivative Agreement with respect
to any Tranche of Notes;
	 
	 	(ix)	 	all rights, benefits and powers under any Supplemental Credit
Enhancement Agreement or Supplemental Liquidity Agreement with respect to any
Tranche of Notes;
	 
	 	(x)	 	all rights, benefits and powers under the Transfer and
Servicing Agreement;
	 
	 	(xi)	 	all present and future claims, demands, causes of and choses in
action in respect of any of the foregoing and all interest, principal, payments
and distributions of any nature or type on any of the foregoing;
	 
	 	(xii)	 	all accounts, general intangibles, chattel paper, instruments,
documents, goods, money, investment property, deposit accounts, letters of
credit, letter-of-credit rights and oil, gas and other minerals consisting of,
arising from, or relating to any of the foregoing; and
	 
	 	(xiii)	 	all proceeds of the foregoing;





     in each case, excluding the Transferor Amount and all amounts distributable to the Holders
of the Transferor Interest pursuant to the terms of any Transaction Document.



     The property described in the preceding sentence is collectively referred to as the
“Collateral.” The Security Interest in the Collateral is granted to secure the Notes (and the
related obligations under this Indenture), equally and ratably without prejudice, priority or
distinction between any Note by reason of difference in time of issuance or otherwise, except as
otherwise expressly provided in this Indenture or in the Indenture Supplement which establishes any
Series, Class or Tranche of Notes, and to secure (i) the payment of all amounts due on such Notes
(and, to the extent so specified, the obligations under any applicable Derivative Agreements) in
accordance with their terms, (ii) the payment of all other sums payable by the Issuer under this
Indenture or any Indenture Supplement relating to the Notes and (iii) compliance by the Issuer with
the provisions of this Indenture or any Indenture Supplement relating to the Notes. This
Indenture, as may be supplemented, is a security agreement within the meaning of the UCC.



     The Indenture Trustee acknowledges the grant of such Security Interest, and accepts the
Collateral in trust hereunder in accordance with the provisions hereof and agrees to perform the
duties herein such that the interests of the Noteholders may be adequately and effectively
protected.



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     The Notes, Derivative Agreements, Supplemental Credit Enhancement Agreements, Supplemental
Liquidity Agreements and other obligations under this Indenture and any Indenture Supplement
relating to the Notes will benefit from the Security Interest to the extent (and only to the
extent) proceeds of and distributions on the Collateral are allocated for their benefit pursuant to
the Indenture and the applicable Indenture Supplement.



AGREEMENTS OF THE PARTIES




     To set forth or to provide for the establishment of the terms and conditions upon which the
Notes are to be authenticated, issued and delivered, and in consideration of the premises and the
purchase of Notes by the Holders thereof, it is mutually covenanted and agreed as follows, for the
equal and proportionate benefit of all Holders of the Notes or of a Series, Class or Tranche
thereof, as the case may be.



LIMITED RECOURSE




     The obligation of the Issuer to make payments of principal, interest and other amounts on the
Notes and to make payments in respect of Derivative Agreements, Supplemental Credit Enhancement
Agreements or Supplemental Liquidity Agreements is limited in recourse as set forth in Section
7.11.



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ARTICLE I




DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION




     Section 1.01 Definitions. For all purposes of this Indenture and of any Indenture
Supplement, except as otherwise expressly provided or unless the context otherwise requires:



          (1) the terms defined in this Article I have the meanings assigned to them in this Article I,
and include the plural as well as the singular;



          (2) all other terms used herein which are defined in the Trust Indenture Act or by Commission
rule under the Trust Indenture Act or in the Transfer and Servicing Agreement, either directly or
by reference therein, have the meanings assigned to them therein;



          (3) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles and, except as otherwise herein expressly
provided, the term “generally accepted accounting principles” with respect to any computation
required or permitted hereunder means such accounting principles as are generally accepted in the
United States of America at the date of such computation;



          (4) unless the context otherwise requires, terms defined in the UCC and not otherwise defined
in this Indenture or the applicable Indenture Supplement shall have the meanings set forth in the
UCC;



          (5) all references in this Indenture to designated “Articles,” “Sections” and other
subdivisions are to the designated Articles, Sections and other subdivisions of this Indenture as
originally executed. The words “herein,” “hereof” and “hereunder” and other words of similar
import refer to this Indenture as a whole and not to any particular Article, Section or other
subdivision; and



          (6) “including” and words of similar import will be deemed to be followed by “without
limitation.”



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



          “Account Owner” has the meaning specified in the Transfer and Servicing Agreement.



          “Act,” when used with respect to any Noteholder, has the meaning specified in
subsection 1.04(a).



          “Action,” when used with respect to any Noteholder, has the meaning specified in
subsection 1.04(a).



-4-









 





     “Addition Cut Off Date” has the meaning specified in the Transfer and Servicing
Agreement.



     “Additional Account” has the meaning specified in the Transfer and Servicing
Agreement.



     “Adjusted Outstanding Dollar Principal Amount” means, at any time with respect to any
Series, Class or Tranche of Notes, the Outstanding Dollar Principal Amount of all Outstanding Notes
of such Series, Class or Tranche of Notes at such time, less any funds on deposit in
respect of principal in any Issuer Account or the related Sub-Account, as applicable, for the
benefit of such Series, Class or Tranche of Notes at such time.



     “Adverse Effect” means, whenever used in this Indenture with respect to any Series,
Class or Tranche of Notes with respect to any Action, that such Action will at the time of its
occurrence (a) result in the occurrence of an Early Amortization Event or Event of Default relating
to such Series, Class or Tranche of Notes, as applicable, (b) materially adversely affect the
amount or timing of payments to be made to the Noteholders of any such Series, Class or Tranche of
Notes pursuant to this Indenture, or (c) adversely affect the Security Interest of the Indenture
Trustee in the Collateral unless otherwise permitted by this Indenture.



     “Affiliate” shall mean, with respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person. For the purposes
of this definition, “control” shall mean the power to direct the management and policies of a
Person, directly or indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.



     “Authenticating Agent” means any Person authorized by the Indenture Trustee to
authenticate Notes under Section 8.14.



     “Authorized Newspaper” means any newspaper or newspapers of general circulation in the
Borough of Manhattan, The City of New York, printed in the English language and customarily
published on each Business Day at such place, whether or not published on Saturdays, Sundays or
holidays, or if and so long as Notes of any Series, Class or Tranche are listed on any securities
exchange and that exchange so requires, the newspaper of record required by the applicable
securities exchange, printed in any language satisfying the requirements of such exchange.



     “Authorized Officer” has the meaning specified in the Transfer and Servicing
Agreement.



     “Available Finance Charge Collections” means, for any Monthly Period, (a) with respect
to the Noteholders, the Finance Charge Collections paid to the Issuer and allocated to the
Noteholders, and (b) with respect to any Series, Class or Tranche of Notes, the amount of
collections in clause (a) allocated to such Series, Class or Tranche of Notes, as applicable, plus
investment earnings allocable to the amounts on deposit in the Collection Account and Excess
Funding Account allocable to such Series, Class or Tranche of Notes, plus any other amounts, or



-5-









 




allocable portion thereof, to be treated as Available Finance Charge Collections with respect
to such Series, Class or Tranche of Notes, subject to the applicable Indenture Supplement.




     “Available Principal Collections” means, for any Monthly Period, (a) with respect to
the Noteholders, the Principal Collections paid to the Issuer and allocated to the Noteholders, and
(b) with respect to any Series, Class or Tranche of Notes, (i) the amount of collections in clause
(a) allocated to such Series, Class or Tranche of Notes, as applicable, plus (ii) any other
amounts, or allocable portion thereof, to be treated as Available Principal Collections with
respect to such Series, Class or Tranche of Notes, subject to the applicable Indenture Supplement.



     “Bearer Note” means a Note in bearer form.



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



     “Business Day” means (i) any day other than (a) a Saturday or Sunday or (b) any other
day on which national banking associations or state banking institutions in New York, New York, or
any other state in which the principal executive offices of any Account Owner or the Indenture
Trustee, as the case may be, are located, are authorized or are obligated by law, executive order
or governmental decree to be closed or (c) for purposes of any particular Series, Class or Tranche
of Notes, any other day specified in the applicable Indenture Supplement and (ii) with respect to
the determination of LIBOR, a London Business Day (as such term is defined in the related Indenture
Supplement).



     “Centurion” means American Express Centurion Bank, a Utah industrial bank, and its
permitted successors and assigns.



     “Certificate of Authentication” means the certificate of authentication of the
Indenture Trustee, the form of which is described in Section 3.03, or the alternative
certificate of authentication of the Authenticating Agent, the form of which is described in
Section 8.14.



     “Class” means, with respect to any Note, the class specified in the applicable
Indenture Supplement.



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



     “Collateral Certificate” has the meaning specified in the Transfer and Servicing
Agreement.



     “Collection Account” has the meaning specified in subsection 5.02(a).



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



     “Commission” means the Securities and Exchange Commission, as from time to time
constituted, created under the Securities Exchange Act, or, if at any time after the execution of
this Indenture such Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such date.



-6-









 





     “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 the execution of this Indenture is located at 101 Barclay Street, Floor 8 West, New York, New
York 10286, Attention: Asset-Backed Securities Unit, or at such other address as the Indenture
Trustee may designate from time to time by notice to the Noteholders and the Transferor, or the
principal corporate trust office of any successor Indenture Trustee (the address of which the
successor Indenture Trustee will notify the Noteholders and the Transferor).



     “Default Amount” has the meaning specified in the Transfer and Servicing Agreement.



     “Deliver” or “Delivery”: The taking of the following steps by the Issuer:



     (a) with respect to such of the Collateral as constitutes an instrument, causing the Indenture
Trustee to take possession in the State of New York of such instrument, indorsed to the Indenture
Trustee or in blank by an effective indorsement;



     (b) with respect to such of the Collateral as constitutes tangible chattel paper, goods, a
negotiable document, or money, causing the Indenture Trustee to take possession in the State of New
York of such tangible chattel paper, goods, negotiable document, or money;



     (c) with respect to such of the Collateral as constitutes a certificated security in bearer
form, causing the Indenture Trustee to acquire possession in the State of New York of the related
security certificate;



     (d) with respect to such of the Collateral as constitutes a certificated security in
registered form, causing the Indenture Trustee to acquire possession in the State of New York of
the related security certificate, indorsed to the Indenture Trustee or in blank by an effective
indorsement, or registered in the name of the Indenture Trustee, upon original issue or
registration of transfer by the issuer of such certificated security;



     (e) with respect to such of the Collateral as constitutes an uncertificated security, causing
the issuer of such uncertificated security to register the Indenture Trustee as the registered
owner of such uncertificated security;



     (f) with respect to such of the Collateral as constitutes a security entitlement, causing the
Securities Intermediary to indicate by book entry that the financial asset relating to such
security entitlement has been credited to the appropriate Issuer Account;



     (g) with respect to such of the Collateral as constitutes an account or a general intangible,
causing to be filed with the Delaware Secretary of State a properly completed UCC financing
statement that names the Issuer as debtor and the Indenture Trustee as secured party and that
covers such account or general intangible;



     (h) with respect to such of the Collateral as constitutes a deposit account, causing such
deposit account to be maintained in the name of the Indenture Trustee and causing the bank with
which such deposit account is maintained to agree in writing with the Indenture



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Trustee and the Issuer that (i) such bank will comply with instructions originated by the
Indenture Trustee directing disposition of the funds in such deposit account without further
consent of any other person or entity, (ii) such bank will not agree with any person or entity
other than the Indenture Trustee to comply with instructions originated by any person or entity
other than the Indenture Trustee, (iii) such deposit account and the property credited thereto will
not be subject to any lien, security interest, encumbrance, or right of set-off in favor of such
bank or anyone claiming through it (other than the Indenture Trustee), (iv) such agreement will be
governed by the laws of the State of New York, and (v) the State of New York will be the bank’s
jurisdiction of such bank for purposes of Article 9 of the UCC; or



     (i) in the case of each of paragraphs (a) through (h) above, such additional or alternative
procedures as may hereafter become appropriate to grant a first priority perfected Security
Interest in such items of the Collateral to the Indenture Trustee, consistent with applicable law
or regulations.



     In each case of Delivery contemplated herein, the Indenture Trustee shall make appropriate
notations on its records indicating that such item of the Collateral is held by the Indenture
Trustee pursuant to and as provided herein.



     Effective upon Delivery of any item of the Collateral, the Indenture Trustee shall be deemed
to have acknowledged that it holds such item of the Collateral as Indenture Trustee hereunder for
the benefit of the Noteholders. Any additional or alternative procedures for accomplishing
“Delivery” for purposes of paragraph (i) of this definition shall be permitted only upon delivery
to the Indenture Trustee of an Opinion of Counsel to the effect that such procedures are
appropriate to grant a first priority perfected Security Interest in the applicable type of
collateral to the Indenture Trustee.



     “Depository” means a U.S. Depository or a Foreign Depository, as the case may be.



     “Derivative Agreement” means any currency, interest rate or other swap, cap, collar,
guaranteed investment contract or other derivative agreement.



     “Derivative Counterparty” means any party to any Derivative Agreement other than the
Issuer or the Indenture Trustee.



     “Discount Note” means a Note that provides for an amount less than the Stated
Principal Amount (but not less than the Initial Dollar Principal Amount) thereof to be due and
payable upon the occurrence of an Early Amortization Event or other optional or mandatory
redemption or the occurrence of an Event of Default and the acceleration of such Note, in each case
before the Expected Final Payment Date of the applicable Note.



     “Dollar,” “$” or “U.S. $” means United States dollars.



     “Early Amortization Event” has the meaning specified in Section 12.01.



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     “Effective Date” means the date on which this Indenture is executed and delivered by
the parties hereto.



     “Eligible Deposit Account” means either (a) a segregated account with an Eligible
Institution (other than any Account Owner) or (b) a segregated trust account with the corporate
trust department of a depository institution (other than any Account Owner) organized under the
laws of the United States or any one of the states thereof, including the District of Columbia (or
any domestic branch of a foreign bank), and acting as a trustee for funds deposited in such
account, so long as any of the unsecured, unguaranteed senior debt securities of such depository
institution shall have a credit rating from each Note Rating Agency in one of its generic credit
rating categories that signifies investment grade.



     “Eligible Institution” means a depository institution (which may be the Indenture
Trustee, the Owner Trustee or any Affiliate thereof, but not any Account Owner) organized under the
laws of the United States, any one of the states thereof or the District of Columbia (or any
domestic branch of a foreign bank), which depository institution at all times (i) is a member of
the FDIC and (ii) has (x) a long-term unsecured debt rating acceptable to each Note Rating Agency
or (y) a certificate of deposit rating acceptable to each Note Rating Agency. Notwithstanding the
previous sentence, any institution the appointment of which satisfies the Note Rating Agency
Condition shall be considered an Eligible Institution. If so qualified, the Servicer (if the
Servicer is not an Account Owner) may be considered an Eligible Institution for the purposes of
this definition.



     “Eligible Investments” means negotiable instruments, investment property, or deposit
accounts which evidence:



     (a) direct obligations of, or obligations fully guaranteed as to timely payment by, the United
States of America;



     (b) demand deposits, time deposits or certificates of deposit (having original maturities of
no more than 365 days) of depository institutions or trust companies incorporated under the laws of
the United States of America, any state thereof or the District of Columbia (or domestic branches
of foreign banks) and subject to supervision and examination by federal or state banking or
depository institution authorities; provided that at the time of the Trust’s investment or
contractual commitment to invest therein, the short-term debt of such depository institution or
trust company shall be rated at least “A-1+” by Standard & Poor’s, “P-1” by Moody’s and, if rated
by Fitch, “F1+” by Fitch (or any other rating from any Note Rating Agency, subject to receipt by
the Transferor, the Servicer, the Owner Trustee and the Indenture Trustee of written notification
from such Note Rating Agency that investments of such type at such other rating will not result in
such Note Rating Agency reducing or withdrawing its then existing rating of the Notes of any
outstanding Series, Class or Tranche with respect to which it is a Note Rating Agency);



     (c) commercial paper (having original or remaining maturities of no more than 30 days), that
shall be rated, at the time of the Trust’s investment or contractual commitment to invest therein,
at least “A-1+” by Standard & Poor’s, “P-1” by Moody’s and, if rated by Fitch, “F1+” by Fitch (or
any other rating from any Note Rating Agency, subject to



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receipt by the Transferor, the Servicer, the Owner Trustee and the Indenture Trustee of
written notification from such Note Rating Agency that investments of such type at such other
rating will not result in such Note Rating Agency reducing or withdrawing its then existing rating
of the Notes of any outstanding Series, Class or Tranche with respect to which it is a Note Rating
Agency);



     (d) demand deposits, time deposits and certificates of deposit which are fully insured by the
FDIC having, at the time of the Issuer’s investment therein, a rating satisfactory to the Note
Rating Agency;



     (e) bankers’ acceptances (having original maturities of no more than 365 days) issued by any
depository institution or trust company referred to in clause (b) above;



     (f) time deposits (having maturities not later than the First Note Transfer Date) other than
as referred to in clause (b) above, with a Person the commercial paper of which shall be rated at
least “A-1+” by Standard & Poor’s, “P-1” by Moody’s and, if rated by Fitch, “F1+” by Fitch (or any
other rating from any Note Rating Agency, subject to receipt by the Transferor, the Servicer, the
Owner Trustee and the Indenture Trustee of written notification from such Note Rating Agency that
investments of such type at such other rating will not result in such Note Rating Agency reducing
or withdrawing its then existing rating of the Notes of any outstanding Series, Class or Tranche
with respect to which it is a Note Rating Agency);



     (g) only to the extent permitted by Rule 3a-7 under the Investment Company Act, (i) money
market funds that shall be rated, at the time of the Trust’s investment therein, at least “AAA-m”
or “AAAm-G” by Standard & Poor’s, “Aaa” by Moody’s and, if rated by Fitch, “AAA-V1+” by Fitch (or
any other rating from any Note Rating Agency, subject to receipt by the Transferor, the Servicer,
the Owner Trustee and the Indenture Trustee of written notification from such Note Rating Agency
that investments of such type at such other rating will not result in such Note Rating Agency
reducing or withdrawing its then existing rating of the Notes of any outstanding Series, Class or
Tranche with respect to which it is a Note Rating Agency) (including any such fund for which the
Indenture Trustee or any Affiliate of the Indenture Trustee is investment manager or advisor) or
(ii) any other investment of a type or rating that satisfies the Note Rating Agency Condition; or



     (h) any other investments approved in writing by each Note Rating Agency;



     provided that Eligible Investments shall not include securities issued by, or other
obligations of, any Account Owner.



     “Eligible Receivables” has the meaning specified in the Transfer and Servicing
Agreement.



     “Entity” means any Person other than an individual or government (including any agency
or political subdivision thereof).



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



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     “Event of Default” has the meaning specified in Section 7.01.



     “Excess Funding Account” has the meaning specified in subsection 5.02(b).



     “Exchange Date” means, with respect to any Series, Class or Tranche of Notes, the
latest of:



     (a) in the case of exchanges of beneficial interests in Temporary Global Notes for beneficial
interests in Permanent Global Notes in registered form, any date that is after the related issuance
date;



     (b) in the case of exchanges of beneficial interests in Temporary Global Notes for beneficial
interests in Permanent Global Notes in bearer form, the date of presentation of certification of
non-United States beneficial ownership (as described in Section 3.05); and



     (c) the earliest date on which such an exchange of a beneficial interest in a Temporary Global
Note for a beneficial interest in a Permanent Global Note is permitted by applicable law.



     “Expected Final Payment Date” has, with respect to any Series, Class or Tranche of
Notes, the meaning specified in the applicable Indenture Supplement.



     “FDIC” means the Federal Deposit Insurance Corporation or any successor thereto.



     “Federal Bankruptcy Code” means Title 11 of the United States Code, as amended from
time to time.



     “Finance Charge Collections” has the meaning specified in the Transfer and Servicing
Agreement.



     “Fitch” means Fitch, Inc., or any successor thereto.



     “Foreign Currency” means (a) a currency other than Dollars, or (b) denominated in a
currency other than Dollars.



     “Foreign Currency Note” means a Note denominated in a Foreign Currency.



     “Foreign Depository” means the Person specified in the applicable Indenture
Supplement, in its capacity as depository for the accounts of any clearing agencies located outside
the United States.



     “FSB” means American Express Bank, FSB, a federal savings bank, and its permitted
successors and assigns.



     “GAAP” means generally accepted accounting principles in the United States of America
in effect from time to time.



     “Global Note” means any Note issued pursuant to Section 3.04.




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          “Group” means any one or more Series of Notes which are specified as belonging to a
common group (including any Group established by an Indenture Supplement) in the applicable
Indenture Supplement. A particular Series may be included in more than one Group if the Indenture
Supplement for such Series so provides.



          “Holder,” when used with respect to any Note, means a Noteholder.



          “Indenture” or “this Indenture” means the Original Indenture, as amended and
restated by this Amended and Restated Indenture, and as amended, supplemented, restated or
otherwise modified from time to time, including by Indenture Supplements for the issuance of Series
of Notes entered into pursuant to the applicable provisions hereof.



          “Indenture Supplement” means, with respect to any Series of Notes, a supplement to
this Indenture, executed and delivered in conjunction with the issuance of such Notes pursuant to
Section 4.01, together with any applicable Terms Document for any Classes and Tranches of
Notes belonging to such Series related to such Indenture Supplement and any amendment to the
Indenture Supplement executed pursuant to Section 10.01 or 10.02, and, in either
case, including all amendments thereof and supplements thereto.



          “Indenture Trustee” means the Person named as the Indenture Trustee in the first
paragraph of this Indenture until a successor Indenture Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter “Indenture Trustee” means and
includes each Person who is then an Indenture Trustee hereunder. If at any time there is more than
one such Person, “Indenture Trustee” as used with respect to the Notes of any Series, Class or
Tranche means the Indenture Trustee with respect to Notes of that Series, Class or Tranche.



          “Indenture Trustee Authorized Officer” means, when used with respect to the Indenture
Trustee, any vice president, any assistant vice president, the treasurer, any assistant treasurer,
any senior trust officer or trust officer, or any other officer of the Indenture Trustee
customarily performing functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his or her knowledge of and familiarity with the particular subject.



          “Initial Account” has the meaning specified in the Transfer and Servicing Agreement.



          “Initial Cut Off Date” has the meaning specified in the Transfer and Servicing
Agreement.



          “Initial Dollar Principal Amount” means (a) unless otherwise specified in the
applicable Indenture Supplement, with respect to a Series, Class or Tranche of Dollar Notes, the
aggregate initial principal amount of the Outstanding Notes of such Series, Class or Tranche plus
the aggregate initial principal amount of any additional Notes of such Series, Class or Tranche,
and (b) with respect to a Series, Class or Tranche of Discount Notes or Foreign Currency Notes, the
amount specified in the applicable Indenture Supplement as the Initial Dollar Principal Amount
thereof.



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          “Interest-bearing Note” means a Note that bears interest at a stated or computed rate
on the principal amount thereof. A Note may be both an Interest-bearing Note and a Discount Note.



          “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time
to time.



          “Invested Amount” has, with respect to any Collateral Certificate, the meaning
specified in the Series Supplement for the applicable Collateral Certificate and, with respect to
any other Investor Certificate, the meaning specified in the applicable Pooling and Servicing
Agreement and the related Series Supplement.



          “Investor Certificate” means an investor certificate, and not a seller certificate or
transferor certificate, issued pursuant to a Pooling and Servicing Agreement and related Series
Supplement.



          “Investor Certificateholder” means the holder of record of an Investor Certificate.



          “Investment Company Act” means the Investment Company Act of 1940, as amended.



          “Issuer” has the meaning specified in the first paragraph of this Indenture.



          “Issuer Accounts” means, collectively, the Excess Funding Account, the Collection
Account and any Supplemental Issuer Account, including any Sub-Accounts thereof.



          “Issuer Certificate” means a certificate (including an Officer’s Certificate) signed
in the name of an Authorized Officer of the Issuer, or the Issuer by an Authorized Officer of the
Issuer and, in each case delivered to the Indenture Trustee relating to, among other things, the
issuance of a new Series, Class or Tranche of Notes. Wherever this Indenture requires that an
Issuer Certificate be signed also by an accountant or other expert, such accountant or other expert
(except as otherwise expressly provided in this Indenture) may be an employee of a Beneficiary.



          “Issuer Tax Opinion” means, with respect to any action, an Opinion of Counsel to the
effect that, for United States federal income tax purposes, (a) such action will not adversely
affect the tax characterization as debt of any Outstanding Series, Class or Tranche of Notes that
were characterized as debt at the time of their issuance, (b) such action will not cause the Issuer
to be treated as an association (or publicly traded partnership) taxable as a corporation and (c)
such action will not cause or constitute an event in which gain or loss would be recognized by any
Holder of any such Notes.



          “Legal Maturity Date” means, with respect to a Series, Class or Tranche of Notes, the
date specified in the Indenture Supplement for such Notes as the fixed date on which the principal
of such Series, Class or Tranche of Notes is due and payable.



          “Majority Holders” means, with respect to any Series, Class or Tranche of Notes or all
Outstanding Notes, the Holders of greater than 50% in Outstanding Dollar Principal



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Amount of the Outstanding Notes of that Series, Class or Tranche or of all Outstanding Notes,
as the case may be.



          “Master Trust” means a master trust or other securitization special purpose entity for
which the Transferor or an Affiliate of the Transferor acts as transferor or seller or servicer,
established pursuant to a Pooling and Servicing Agreement.



          “Master Trust Servicer” means the entity responsible for the servicing obligations
under the applicable Pooling and Servicing Agreement.



          “Master Trust Tax Opinion” means, with respect to any action, an Opinion of Counsel to
the effect that, for United States federal income tax purposes, (a) such action will not adversely
affect the tax characterization as debt of the Investor Certificates of any outstanding series or
class under the applicable Master Trust that were characterized as debt at the time of their
issuance, (b) such action will not cause such Master Trust to be treated as an association (or
publicly traded partnership) taxable as a corporation and (c) such action will not cause or
constitute an event in which gain or loss would be recognized by any Investor Certificateholder of
such Master Trust.



          “Master Trust Trustee” means the entity acting as trustee under the applicable Pooling
and Servicing Agreement.



          “Monthly Servicer’s Certificate” has the meaning specified in the Transfer and
Servicing Agreement.



          “Monthly Noteholders’ Statement” means, with respect to any Series of Notes, a report,
the form of which is attached as an exhibit to the related Indenture Supplement.



          “Monthly Period” means, with respect to each Payment Date, unless otherwise provided
in an Indenture Supplement, the period (i) from and including the second day following the last day
of the seventh billing cycle applicable to the Accounts ending during the second preceding calendar
month and (ii) to and including the day following the last day of the seventh billing cycle
applicable to the Accounts ending in the calendar month immediately preceding the calendar month in
which such Payment Date shall occur; provided, however, that the initial Monthly
Period with respect to any Series will commence on the Closing Date with respect to such Series.



          “Monthly Pool Balance Percentage” shall mean, for any day, the percentage equivalent
of a fraction, the numerator of which is an amount equal to the portion of the Pool Balance
attributable to the Transferor or Account Owner with respect to which an Insolvency Event or a
Transfer Restriction Event has occurred, and the denominator of which is an amount equal to the
Pool Balance, in each as of the last day of the immediately preceding Monthly Period.



          “Moody’s” means Moody’s Investors Service, Inc., or any successor thereto.



-14-









 





          “Nominal Liquidation Amount” means, with respect to any Outstanding Series, Class or
Tranche of Notes, an amount determined in accordance with the applicable Indenture Supplement.



          “Note” or “Notes” means any note or notes of any Series, Class or Tranche
authenticated and delivered from time to time under this Indenture.



          “Note Owner” means the beneficial owner of an interest in a Global Note.



          “Note Rating Agency” means, with respect to any Outstanding Series, Class or Tranche
of Notes, each statistical note rating agency, as specified in the Indenture Supplement applicable
to such Outstanding Series, Class or Tranche of Notes, selected by the Transferor to rate such
Notes.



          “Note Rating Agency Condition” has the meaning specified in the Transfer and Servicing
Agreement.



          “Note Register” has the meaning specified in subsection 4.05(a).



          “Note Registrar” means the Person who keeps the Note Register specified in
subsection 4.05(a).



          “Note Transfer Date” has the meaning specified in the Transfer and Servicing
Agreement.



          “Noteholder” means a Person in whose name a Note is registered in the Note Register or
the bearer of any Bearer Note (including a Global Note in bearer form), as the case may be.



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



          “Officer’s Certificate” means a certificate on behalf of any Person that is signed by
any authorized officer or Vice President or more senior officer of such Person and states that the
certifications set forth in such certificate are based upon the results of a due inquiry into the
matters in question conducted by or under the supervision of the signing officer and that the facts
stated in such certifications are true and correct to the best of the signing officer’s knowledge.



          “Opinion of Counsel” means a written opinion of counsel, who may be an employee of or
counsel to an Account Owner, the Transferor, the Beneficiary or the Servicer.



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



          (a) any Notes theretofore canceled by the Indenture Trustee or delivered to the Indenture
Trustee for cancellation pursuant to Section 4.09, or canceled by the Issuer and delivered
to the Indenture Trustee pursuant to Section 4.09;



-15-









 





          (b) any Notes for whose full payment (including principal and interest) or redemption money in
the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent
in trust for the Holders of such Notes; provided that, if such Notes are to be redeemed,
notice of such redemption has been duly given if required pursuant to this Indenture or the related
Indenture Supplement, or provision therefor satisfactory to the Indenture Trustee has been made;



          (c) any Notes which are canceled pursuant to Section 6.03; and



          (d) any Notes in exchange for or in lieu of which other Notes have been authenticated and
delivered pursuant to this Indenture, or which will have been paid pursuant to the terms of
Section 4.06 (except with respect to any such Note as to which proof satisfactory to the
Indenture Trustee is presented that such Note is held by a person in whose hands such Note is a
legal, valid and binding obligation of the Issuer).



          For purposes of determining the amounts of deposits, allocations, reallocations or payments to
be made, unless the context clearly requires otherwise, references to “Notes” will be deemed to be
references to “Outstanding Notes.” In determining whether the Holders of the requisite principal
amount of such Outstanding Notes have taken any Action hereunder, and for purposes of Section
9.04, Notes beneficially owned by the Issuer or the Transferor or any Affiliate of the Issuer
or the Transferor will be disregarded and deemed not to be Outstanding. In determining whether the
Indenture Trustee will be protected in relying upon any such Action, only Notes which an Indenture
Trustee Authorized Officer knows to be owned by the Issuer or the Transferor or any Affiliate of
the Issuer or the Transferor will be so disregarded. Notes so owned which have been pledged in
good faith may be regarded as Outstanding if the pledgee creates to the satisfaction of the
Indenture Trustee the pledgee’s right to act as owner with respect to such Notes and that the
pledgee is not the Issuer, the Transferor or any other obligor upon the Notes or any Affiliate of
the Issuer, the Transferor or such other obligor.



          “Outstanding Dollar Principal Amount” means at any time either:



          (a) with respect to any Series, Class or Tranche of Notes (other than Discount Notes), the
aggregate Initial Dollar Principal Amount of the Outstanding Notes of such Series, Class or Tranche
at such time, less the amount of any withdrawals from any Issuer Account or Sub-Account for
such Series, Class or Tranche of Notes for payment of principal to the Holders of such Series,
Class or Tranche of Notes or the applicable Derivative Counterparty pursuant to the related
Indenture Supplement, or



          (b) with respect to any Series, Class or Tranche of Discount Notes, an amount of the
Outstanding Notes of such Series, Class or Tranche calculated by reference to the applicable
formula set forth in the applicable Indenture Supplement, taking into account the amount and timing
of payments of principal made to the Holders of such Series, Class or Tranche or to the applicable
Derivative Counterparty and accretions of principal, each pursuant to the related Indenture
Supplement;



-16-









 







plus, in either case, the amount of any increase in the Outstanding Dollar Principal Amount
of such Series, Class or Tranche of Notes due to the issuance of additional Notes of such Series,
Class or Tranche pursuant to Section 4.10.



          “Overconcentration Account” has the meaning specified in subsection 5.02(c).



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



          “Paying Agent” means any Person authorized by the Issuer to pay the principal of or
interest on any Notes on behalf of the Issuer as provided in Section 11.02.



          “Payment Date” means, with respect to any Series, Class or Tranche of Notes, the
fifteenth day of each calendar month or, if such fifteenth day is not a Business Day, the next
succeeding Business Day, or the date otherwise specified in the applicable Indenture Supplement for
such Series, Class or Tranche.



          “Payment Instruction” means, with respect to any Series of Notes, the instructions
substantially in the form of Exhibit C, as the same may be supplemented as set forth in the
related Indenture Supplement.



          “Permanent Global Note” has the meaning specified in Section 3.05.



          “Person” means any person or entity, including any individual, corporation, limited
liability company, partnership (general or limited), joint venture, association, joint-stock
company, trust, unincorporated organization, governmental entity or other entity of similar nature.



          “Place of Payment” means, with respect to any Series, Class or Tranche of Notes issued
hereunder, the city or political subdivision so designated with respect to such Series, Class or
Tranche of Notes in accordance with the provisions of Section 4.01.



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



          “Pooling and Servicing Agreement” means a pooling and servicing agreement, indenture
or other agreement for the issuance of securities from time to time from a Master Trust and the
servicing of the receivables in such Master Trust, as such agreement may be amended, restated and
supplemented from time to time.



          “Predecessor Notes” of any particular Note means every previous Note evidencing all or
a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this
definition, any Note authenticated and delivered under Section 4.06 in lieu of a mutilated,
lost, destroyed or stolen Note will be deemed to evidence the same debt as the mutilated, lost,
destroyed or stolen Note.



          “Principal Collections” has the meaning specified in the Transfer and Servicing
Agreement.



-17-









 





          “Ratings Effect” means a reduction, qualification with negative implications or
withdrawal of any then current rating of the Notes (other than as a result of the termination of a
Note Rating Agency).



          “Reallocation Group” means a Group of one or more Series as specified in the related
Indenture Supplement, if any, with respect to which reallocation of certain Finance Charge
Collections and other similar amounts are to be made among such Series, where applicable, for
certain specified purposes as specified in this Indenture or any related Indenture Supplement,
including, to the extent so specified, pooling amounts available to all Series in the particular
Reallocation Group prior to any application for individual Series requirements and sharing such
amounts among such Series on the basis of the relative requirements for each such Series.



          “Receivables” has the meaning specified in the Transfer and Servicing Agreement.



          “Receivables Purchase Agreement” has the meaning specified in the Transfer and
Servicing Agreement.



          “Record Date” means, for the interest or principal payable on any Note on any
applicable Payment Date, the last day of the calendar month immediately preceding such Payment
Date, unless otherwise specified in the applicable Indenture Supplement.



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



          “Registered Note” means a Note issued in registered form.



          “Registered Noteholder” means a Holder of a Registered Note.



          “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17
C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7,
2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from
time to time.



          “Related Account” has the meaning specified in the Transfer and Servicing Agreement.



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



          “Required Subordinated Amount” means, with respect to any Tranche of a Senior Class of
Notes, the amount, if any, specified in the related Indenture Supplement.



          “RFC V” means American Express Receivables Financing Corporation V LLC, a Delaware
limited liability company, and its permitted successors and assigns.



-18-









 





          “Sarbanes Certification” has the meaning specified in Section 14.04.



          “Securitization Transaction” means any new issuance of any Series, Class or Tranche of
Notes pursuant to Section 4.10 whether publicly offered or privately placed, rated or unrated.



          “Securities Act” means the Securities Act of 1933, as amended from time to time.



          “Securities Exchange Act” means the Securities Exchange Act of 1934, as amended from
time to time.



          “Securities Intermediary” has the meaning specified in subsection 2.11(a).



          “Security Interest” means the security interest granted pursuant to the Granting
Clause of this Indenture.



          “Senior Class” has, with respect to a Class of Notes of any Series, the meaning
specified in the related Indenture Supplement.



          “Series” means, with respect to any Note, the Series specified in the applicable
Indenture Supplement.



          “Series Available Finance Charge Collections Shortfall,” has, with respect to any
Shared Excess Available Finance Charge Collections Series, the meaning specified in the related
Indenture Supplement.



          “Series Available Principal Collections Shortfall,” has, with respect to any Shared
Excess Available Principal Collections Series, the meaning specified in the related Indenture
Supplement.



          “Series Supplement” means a series supplement to a Pooling and Servicing Agreement or
similar document setting forth the terms of a Collateral Certificate, as such agreement may be
amended, supplemented, restated or otherwise modified from time to time.



          “Servicer” has the meaning specified in the Transfer and Servicing Agreement.



          “Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of
Regulation AB, as such may be amended from time to time.



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



          “Shared Excess Available Finance Charge Collections Series” means a Series that,
pursuant to the Indenture Supplement therefor, will share certain Finance Charge Collections
allocated to such Series with other Series in the same Shared Excess Available Finance Charge
Collections Group, as specifically described in such Indenture Supplement.



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          “Shared Excess Available Finance Charge Collections Group” means a Group of Series
which have all been designated to share certain excess Finance Charge Collections allocated to such
Series with one another.



          “Shared Excess Available Principal Collections Series” means a Series that, pursuant
to the Indenture Supplement therefor, will share certain Principal Collections allocated to such
Series with other Series in the same Shared Excess Available Principal Collections Group, as
specifically described in such Indenture Supplement.



          “Shared Excess Available Principal Collections Group” means a Group of Series which
have all been designated to share certain excess Principal Collections allocated to such Series
with one another.



          “Standard & Poor’s” means Standard & Poor’s Ratings Services, or any successor
thereto.



          “Stated Principal Amount,” has, with respect to any Note, the meaning specified in the
related Indenture Supplement or Terms Document.



          “Sub-Account” means each sub-account of an Issuer Account maintained pursuant to this
Indenture or the related Indenture Supplement.



          “Subordinated Class” has, with respect to a Class of Notes of any Series, the meaning
specified in the related Indenture Supplement.



          “Subordinated Notes” means Notes of a Subordinated Class of a Series.



          “Supplemental Credit Enhancement Agreement” means a letter of credit, cash collateral
account or surety bond or other similar arrangement with any credit enhancement provider which
provides the benefit of one or more additional forms of credit enhancement which is referenced in
the applicable Indenture Supplement for any Series, Class or Tranche of Notes.



          “Supplemental Credit Enhancement Provider” means any party to any Supplemental Credit
Enhancement Agreement other than the Issuer or the Indenture Trustee.



          “Supplemental Issuer Account” means the trust account or accounts designated as such
and established pursuant to subsection 5.02(d).



          “Supplemental Liquidity Agreement” means a liquidity facility or other liquidity
agreement which provides the benefit of liquidity for any Series, Class or Tranche of Notes which
is referenced in the applicable Indenture Supplement for such Series, Class or Tranche of Notes.



          “Supplemental Liquidity Provider” means any party to any Supplemental Liquidity
Agreement other than the Issuer or the Indenture Trustee.



          “Temporary Global Note” has the meaning specified in Section 3.05.



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          “Terms Document” means, with respect to any Class or Tranche of Notes, a supplement to
the Indenture Supplement that establishes such Class or Tranche.



          “Tranche” means, with respect to any Class of Notes, Notes of such Class which have
identical terms, conditions and Tranche designation. Notes of a single Tranche may be issued on
different dates.



          “Transaction Document” has the meaning specified in the Transfer and Servicing
Agreement.



          “Transfer and Servicing Agreement” means the Amended and Restated Transfer and
Servicing Agreement, dated as of November 1, 2007, among RFC V, as Transferor, American Express
Travel Related Services Company, Inc., as Servicer and Administrator, the Issuer, and The Bank of
New York, as Indenture Trustee, as amended, supplemented or restated from time to time.



          “Transfer Restriction Event” has the meaning specified in the Transfer and Servicing
Agreement or in the related Receivables Purchase Agreement, as applicable.



          “Transferor” has the meaning specified in the Transfer and Servicing Agreement.



          “Transferor Amount” has the meaning specified in the Transfer and Servicing Agreement.



          “Transferor Interest” has the meaning specified in the Transfer and Servicing
Agreement.



          “TRS” means American Express Travel Related Services Company, Inc., a New York
corporation, and its permitted successors and assigns.



          “Trust Agreement” means the American Express Issuance Trust Amended and Restated Trust
Agreement, dated as of November 1, 2007, between RFC V, as Beneficiary and as Transferor, and
Wilmington Trust Company, as Owner Trustee, as the same may be amended, supplemented, restated and
otherwise modified from time to time.



          “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990, as in force at the date as of which this Indenture was executed
except as provided in Section 10.05.



          “UCC” means the Uniform Commercial Code, as in effect in the State of New York or any
other relevant jurisdiction.



          “United States Person” means a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the laws of the United
States of America, any one of the states thereof, the District of Columbia or any political
subdivision thereof, or an estate or trust the income of which is subject to United States federal
income taxation regardless of its source.



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          “United States Regulations” means 31 C.F.R. Part 357, Subpart B; 12 C.F.R. Part 615,
Subparts O, R and S; 12 C.F.R. Part 987; 12 C.F.R. Part 1511; 24 C.F.R. Part 81, Subpart H; 31
C.F.R. Part 354; 18 C.F.R. Part 1314; and 24 C.F.R. Part 350.



          “U.S. Depository” means, unless otherwise specified by the Issuer pursuant to any of
Section 3.04, 3.06, or 4.01, with respect to Notes of any Tranche issuable
or issued as a Global Note within the United States, The Depository Trust Company, New York, New
York, or any successor thereto registered as a clearing agency under the Securities Exchange Act,
or other applicable statute or regulation.



          Section 1.02 Compliance Certificates and Opinions. Upon any application or request by
the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the
Issuer will 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 and (ii) an Opinion of Counsel stating that, in the opinion of such counsel, all
such conditions precedent, if any, have been complied with, 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 relating to such particular application or request, no additional
certificate or opinion need be furnished.



          Notwithstanding the provisions of Section 4.10 and of the preceding paragraph, if all
Notes of a Series, Class or Tranche are not to be originally issued at one time, it will not be
necessary to deliver the Issuer Certificate otherwise required pursuant to Section 4.10 or
the Officer’s Certificate and Opinion of Counsel otherwise required pursuant to such preceding
paragraph at or before the time of authentication of each Note of such Series, Class or Tranche if
such documents are delivered at or prior to the authentication upon original issuance of the first
Note of such Series, Class or Tranche to be issued.



          The Indenture Trustee may rely, as to authorization by the Issuer of any Series, Class or
Tranche of Notes, the form and terms thereof and the legality, validity, binding effect and
enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to
Section 4.10 and this Section 1.02, as applicable, in connection with the first
authentication of Notes of such Series, Class or Tranche.



          Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (except for the written statement required by Section 11.04) will
include:



          (a) a statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions herein relating thereto;



          (b) 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;



          (c) a statement that such individual has made such examination or investigation as is
necessary to express an informed opinion as to whether or not such covenant or condition has been
complied with; and



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



          Section 1.03 Form of Documents Delivered to Indenture Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of, one or more specified
Persons, one such Person may certify or give an opinion with respect to some matters and one or
more other such Persons as to the other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.



          Any certificate or opinion of the Issuer may be based, insofar as it relates to legal matters,
upon a certificate or opinion of, or representations by, counsel, unless the Issuer knows, or in
the exercise of reasonable care should know, that the certificate or opinion or representations are
erroneous. Any such certificate or opinion of, or representation by, counsel may be based, insofar
as it relates to factual matters, upon a certificate or opinion of, or representations by, the
Issuer stating that the information with respect to such factual matters is in the possession of
the Issuer, unless such counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations are erroneous.



          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.



          Section 1.04 Acts of Noteholders. (a) Any request, demand, authorization, direction,
notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to
be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Noteholders in person or
by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in
whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by
such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders
voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting
of Noteholders duly called and held in accordance with the provisions of Section 9.04, or a
combination of such instruments and any such record. Except as herein otherwise expressly
provided, such Action will become effective when such instrument or instruments or record are
delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer.
Such instrument or instruments and any such record (and the Action embodied therein and evidenced
thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument
or instruments and so voting at any meeting. Proof of execution of any such instrument or of a
writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for
any purpose of this Indenture and (subject to Section 8.01) conclusive in favor of the
Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.04. The
record of any meeting of Noteholders shall be proved in the manner provided in Section
9.04.



          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness to such execution or by the certificate of any notary public
or other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution



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thereof. Where such execution is by an officer of a corporation or a member of a partnership,
on behalf of such corporation or partnership, such certificate or affidavit will also constitute
sufficient proof of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the person executing the same, may also be proved in any other manner
which the Indenture Trustee deems sufficient.



          (c) (i) The ownership of Registered Notes will be proved by the Note Register.




          (ii) The ownership of Bearer Notes or coupons will be proved by the production of such
Bearer Notes or coupons or by a certificate, satisfactory to the Issuer and the Indenture
Trustee, executed, as depositary, by any bank, trust company, recognized securities dealer,
as depositary, wherever situated, satisfactory to the Issuer. Each such certificate will be
dated and will state that on the date thereof a Bearer Note or coupon bearing a specified
serial number was deposited with or exhibited to such bank, trust company or recognized
securities dealer by the Person named in such certificate. Any such certificate may be
issued in respect of one or more Bearer Notes or coupons specified therein. The holding by
the Person named in any such certificate of any Bearer Note specified therein will be
presumed to continue for a period of one year from the date of such certificate unless at
the time of any determination of such holding (A) another certificate bearing a later date
issued in respect of the same Bearer Note or coupon produced, (B) the Bearer Note or coupon
specified in such certificate is produced by some other Person or (C) the Bearer Note or
coupon specified in such certificate has ceased to be Outstanding.



          (d) The fact and date of execution of any such instrument or writing, the authority of the
Person executing the same and the principal amount and serial numbers of Bearer Notes held by the
Person so executing such instrument or writing and the date of holding the same may also be proved
in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in
any instance require further proof with respect to any of the matters referred to in this
Section 1.04.



          (e) If the Issuer will solicit from the Holders any Action, the Issuer may, at its option, by
an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date
for the determination of Holders entitled to give such Action, but the Issuer will have no
obligation to do so. If the Issuer does not so fix a record date, such record date will be the
later of 30 days before the first solicitation of such Action or the date of the most recent list
of Noteholders furnished to the Indenture Trustee pursuant to Section 9.01 before such
solicitation. Such Action may be given before or after the record date, but only the Holders of
record at the close of business on the record date will be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Notes Outstanding have authorized or
agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as
of the record date; provided that no such authorization, agreement or consent by the
Holders on the record date will be deemed effective unless it will become effective pursuant to the
provisions of this Indenture not later than six months after the record date.



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          (f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the
transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or
suffered 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.



          (g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder
with regard to any particular Note may do so with regard to all or any part of the principal amount
of such Note or by one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any part of such principal amount. Any notice given or Action
taken by a Holder or its agents with regard to different parts of such principal amount pursuant to
this paragraph shall have the same effect as if given or taken by separate Holders of each such
different part.



          (h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to
Section 4.01 or pursuant to one or more Indenture Supplements, a Holder, including a
Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly
appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders,
and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the
beneficial owners of interests in or security entitlements to any such Global Note through such
Depository’s standing instructions and customary practices.



          (i) The Issuer may fix a record date for the purpose of determining the Persons who are
beneficial owners of interests in or security entitlements to any Global Note held by a Depository
entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly
appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders.
If such a record date is fixed, the Holders on such record date or their duly appointed proxy or
proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not
such Holders remain Holders after such record date. No such Action shall be valid or effective if
made, given or taken more than 90 days after such record date.



          Section 1.05 Notices, etc. to Indenture Trustee and Issuer. Any Action of Noteholders
or other document provided or permitted by this Indenture to be made upon, given or furnished to,
or filed with, the Indenture Trustee by any Noteholder or by the Issuer will be sufficient for
every purpose hereunder if in writing and mailed, first-class postage prepaid or sent via facsimile
transmission to the Indenture Trustee at its Corporate Trust Office, or the Issuer by the Indenture
Trustee or by any Noteholder will be sufficient for every purpose hereunder (except as provided in
subsection 7.01(c)) if in writing and mailed, first-class postage prepaid, to the Issuer
addressed to it at the address of its principal office specified in the first paragraph of this
Indenture or at any other address previously furnished in writing to the Indenture Trustee by the
Issuer.



          Section 1.06 Notices to Noteholders, Waiver. Where this Indenture, any Indenture
Supplement or any Registered Note provides for notice to Registered Noteholders of any event, such
notice will be sufficiently given (unless otherwise herein, in such Indenture Supplement or in such
Registered Note expressly provided) if in writing and mailed, first-class postage prepaid, sent by
facsimile, sent by electronic transmission or personally delivered to each Holder of a Registered
Note affected by such event, at such Noteholder’s address as it



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appears in 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 Registered
Noteholders is given by mail, facsimile, electronic transmission or delivery neither the failure to
mail, send by facsimile, send by electronic transmission or deliver such notice, nor any defect in
any notice so mailed, to any particular Noteholders will affect the sufficiency of such notice with
respect to other Noteholders and any notice that is mailed, sent by facsimile, sent by electronic
transmission or delivered in the manner herein provided shall conclusively have been presumed to
have been duly given.



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



          (a) In case, by reason of the suspension of regular mail service as a result of a strike, work
stoppage or otherwise, it will be impractical to mail notice of any event to any Holder of a
Registered Note when such notice is required to be given pursuant to any provision of this
Indenture, then any method of notification as will be satisfactory to the Indenture Trustee and the
Issuer will be deemed to be a sufficient giving of such notice.



          (b) No notice will be given by mail, facsimile, electronic transmission or otherwise delivered
to a Holder of Bearer Notes or coupons in bearer form. In the case of any Series, Class or Tranche
with respect to which any Bearer Notes are Outstanding, any notice required or permitted to be
given to Holders of such Bearer Notes will be published in an Authorized Newspaper within the time
period prescribed in this Indenture or the applicable Indenture Supplement.



          (c) With respect to any Series, Class or Tranche of Notes, the applicable Indenture Supplement
may specify different or additional means of giving notice to the Holders of the Notes of such
Series, Class or Tranche.



          (d) Where this Indenture provides for notice to any Note Rating Agency, failure to give such
notice will not affect any other rights or obligations created hereunder and will not under any
circumstance constitute an Adverse Effect.



          Section 1.07 Conflict with Trust Indenture Act. If and to the extent that any
provision of this Indenture limits, qualifies or conflicts with the duties imposed by, or with
another provision (an “incorporated provision”) included in this Indenture by operation of,
Sections 310 to 318, inclusive, of the Trust Indenture Act, such imposed duties or incorporated
provision will control. If any provision of this Indenture modifies or excludes any provision of
the Trust Indenture Act that may be so modified or excluded, the latter provision will be deemed to
apply to this Indenture as so modified or excluded, as the case may be.



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          Section 1.08 Effect of Headings and Table of Contents. The Article and Section
headings herein and the Table of Contents are for convenience only and will not affect the
construction hereof.



          Section 1.09 Successors and Assigns. All covenants and agreements in this Indenture
by the Issuer will bind its successors and assigns, whether so expressed or not. All covenants and
agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and
agents of the Indenture Trustee.



          Section 1.10 Separability. In case any provision in this Indenture or in the Notes
will be invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired thereby.



          Section 1.11 Benefits of Indenture. Nothing in this Indenture or in any Notes,
express or implied, will give to any Person, other than the parties hereto and their successors
hereunder, any Authenticating Agent or Paying Agent, the Note Registrar, Derivative Counterparties
(to the extent specified in the applicable Derivative Agreement), Supplemental Credit Enhancement
Providers and Supplemental Liquidity Providers (each to the extent specified in the applicable
Supplemental Credit Enhancement Agreement and Supplemental Liquidity Agreement, as applicable) and
the Holders of Notes (or such of them as may be affected thereby), any benefit or any legal or
equitable right, remedy or claim under this Indenture.



          Section 1.12 Governing Law. THIS INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATION
LAW, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. THE STATE OF NEW YORK
SHALL BE THE SECURITIES INTERMEDIARY’S JURISDICTION OF THE SECURITIES INTERMEDIARY FOR PURPOSES OF
ARTICLES 8 AND 9 OF THE UCC AND THE UNITED STATES REGULATIONS.



          Section 1.13 Counterparts. This Indenture may be executed in any number of
counterparts, each of which so executed will be deemed to be an original, but all such counterparts
will together constitute but one and the same instrument.



          Section 1.14 Indenture Referred to in the Trust Agreement. This is the Indenture
referred to in the Trust Agreement.



          Section 1.15 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.



[END OF ARTICLE I]




-27-









 








ARTICLE II




COLLATERAL




          Section 2.01 Recording, Etc.



          (a) The Issuer intends the Security Interest granted pursuant to this Indenture in favor of
the Indenture Trustee to be prior to all other liens in respect of the Collateral. Subject to
Section 2.02, the Issuer will take all actions necessary to maintain a perfected lien on
and Security Interest in the Collateral in favor of the Indenture Trustee.



          (b) The Issuer shall cause each item of the Collateral to be Delivered, and the Indenture
Trustee shall hold each item of the Collateral as Delivered, separate and apart from all other
property held by the Indenture Trustee. To the extent that such of the Collateral as constitutes a
deposit account is maintained with The Bank of New York, The Bank of New York hereby makes the
agreements required under the UCC in order for such deposit account to be Delivered.
Notwithstanding any other provision of this Indenture or any Indenture Supplement, the Indenture
Trustee shall not hold any part of the Collateral through an agent or nominee except as expressly
permitted by this subsection 2.01(b).



          (c) The Issuer will from time to time execute, authorize and deliver all such supplements and
amendments hereto and all such financing statements, amendments thereto, instruments of further
assurance and other instruments, all as prepared by the Issuer, and will take such other action
necessary or advisable to:




          (i) grant the Security Interest more effectively in all or any portion of the
Collateral;




          (ii) maintain or preserve the 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 the Receivables, any Collateral Certificates, any Derivative Agreements,
any Supplemental Credit Enhancement Agreements and any Supplemental Liquidity Agreements and
each other instrument or agreement designated for inclusion in the Collateral;




          (v) preserve and defend title to the Collateral and the rights of the Indenture Trustee
in the Collateral against the claims of all persons and parties; or




          (vi) pay all taxes or assessments levied or assessed upon the Collateral when due.



-28-









 





          (d) The Issuer will from time to time promptly pay and discharge all UCC recording and filing
fees, charges and taxes relating to this Indenture, any amendments hereto and any other instruments
of further assurance.



          (e) Without limiting the generality of clause (a)(ii) or (a)(iii):




          (i) The Issuer will cause this Indenture, all amendments and supplements hereto and all
financing statements and all amendments to such financing statements and any other necessary
documents covering the Indenture Trustee’s right, title and interest in and to the
Collateral to be promptly recorded, registered and filed, and at all times to be kept
recorded, registered and filed, all in such manner and in such places as may be required by
law fully to preserve and protect the right, title and interest of the Indenture Trustee in
and to all property comprising the Collateral. The Issuer will deliver to the Indenture
Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or
filed as provided above, as soon as available following such recording, registration or
filing. The Issuer hereby authorizes the filing of financing statements (and amendments of
financing statements) that name the Issuer as debtor and the Indenture Trustee as secured
party and that cover all personal property of the Issuer. The Issuer also hereby ratifies
the filing of any such financing statements (or amendments of financing statements) that
were filed prior to the execution hereof.




          (ii) The Issuer shall not change its name or its type or jurisdiction of organization
unless it has first (A) made all filings and taken all actions in all relevant jurisdictions
under the applicable UCC and other applicable law as are necessary to continue and maintain
the first priority perfected Security Interest of the Indenture Trustee in the Collateral,
and (B) delivered to the Indenture Trustee an Opinion of Counsel to the effect that all
necessary filings have been made under the applicable UCC in all relevant jurisdictions as
are necessary to continue and maintain the first priority perfected Security Interest of the
Indenture Trustee in the Collateral.


The duty of the Indenture Trustee to execute or authorize any instrument required pursuant to this
Section 2.01 will arise only if the Indenture Trustee has actual knowledge of the type
described in subsection 7.01(c) of the Indenture of any default of the Issuer in complying
with the provisions of this Section 2.01.




          Section 2.02 Trust Indenture Act Requirements. The release of any Collateral from the
lien created by this Indenture or the release, in whole or in part, of the lien on all Collateral,
will not be deemed to impair the Security Interest in contravention of the provisions hereof if and
to the extent the Collateral or liens are released pursuant to the terms hereof. The Indenture
Trustee and each of the Noteholders are hereby deemed to acknowledge that a release of Collateral
or liens strictly in accordance with the terms hereof will not be deemed for any purpose to be an
impairment of the remaining Security Interest in contravention of the terms of this Indenture. To
the extent applicable, without limitation, the Issuer will cause Section 314(d) of the Trust
Indenture Act relating to the release of property or securities from the liens hereof to be
complied with. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act
may be made by an Authorized Officer of the Issuer, except in cases in which Section 314(d)



-29-









 







of the Trust Indenture Act requires that such certificate or opinion be made by an independent
person.



          Section 2.03 Suits To Protect the Collateral. Subject to the provisions of this
Indenture, the Indenture Trustee will have power to institute and to maintain such suits and
proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts which
may be unlawful or in violation of this Indenture, and such suits and proceedings as the Indenture
Trustee may deem expedient to preserve or protect the interests of the Noteholders and the
interests of the Indenture Trustee in the Collateral (including power to institute and maintain
suits or proceedings to restrain the enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the
enforcement of, or compliance with, such enactment, rule or order would impair the Security
Interest or be prejudicial to the interests of the Noteholders or the Indenture Trustee). No
counterparties to a Derivative Agreement, Supplemental Credit Enhancement Agreement or Supplemental
Liquidity Agreement may direct the Indenture Trustee to enforce the Security Interest. Each
Derivative Counterparty’s, Supplemental Credit Enhancement Provider’s and Supplemental Liquidity
Provider’s rights consist solely of the right to receive Finance Charge Collections or Principal
Collections, as applicable, allocated for such party’s benefit pursuant to the related Indenture
Supplement.



          Section 2.04 Purchaser Protected. In no event will any purchaser in good faith of any
property purported to be released hereunder be bound to ascertain the authority of the Indenture
Trustee to execute the release or to inquire as to the satisfaction of any conditions required by
the provisions hereof for the exercise of such authority or to see to the application of any
consideration given by such purchaser or other transferee; nor will any purchaser or other
transferee of any property or rights permitted by this Article II to be sold be under any
obligation to ascertain or inquire into the authority of the Issuer or any other obligor, as
applicable, to make any such sale or other transfer.



          Section 2.05 Powers Exercisable by Receiver or Indenture Trustee. In case the
Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers
conferred in this Article II upon the Issuer or any other obligor, as applicable, with respect to
the release, sale or other disposition of such property may be exercised by such receiver or
trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any
similar instrument of the Issuer or any other obligor, as applicable, or of any officer or officers
thereof required by the provisions of this Article II.



          Section 2.06 Determinations Relating to Collateral. In the event (i) the Indenture
Trustee shall receive any written request from the Issuer or any other obligor for consent or
approval with respect to any matter or thing relating to any Collateral or the Issuer’s or any
other obligor’s obligations with respect thereto or (ii) there shall be due to or from the
Indenture Trustee under the provisions hereof any performance or the delivery of any instrument or
(iii) the Indenture Trustee shall become aware of any nonperformance by the Issuer or any other
obligor of any covenant or any breach of any representation or warranty of the Issuer or any other
obligor set forth in this Indenture, then, in each such event, the Indenture Trustee shall be
entitled to hire experts, consultants, agents and attorneys to advise the Indenture Trustee on the
manner in which the Indenture Trustee should respond to such request or render any



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requested performance or response to such nonperformance or breach (the expenses of which will
be reimbursed to the Indenture Trustee pursuant to Section 8.07). The Indenture Trustee
will be fully protected in the taking of any action recommended or approved by any such expert,
consultant, agent or attorney or agreed to by Holders of more than 66-2/3% of the Outstanding
Dollar Principal Amount of the Outstanding Notes.



          Section 2.07 Release of all Collateral.



          (a) Subject to the payment of its fees and expenses pursuant to Section 8.07, the
Indenture Trustee shall, at the request of the Issuer or when otherwise required by the provisions
of this Indenture, execute instruments to release property from the lien of this Indenture, or
convey the Indenture Trustee’s interest (which is held by the Indenture Trustee for the benefit of
the Noteholders) in the same, in a manner and under circumstances which are not inconsistent with
the provisions of this Indenture. No party relying upon an instrument executed by the Indenture
Trustee as provided in this Article II will be bound to ascertain the Indenture Trustee’s
authority, inquire into the satisfaction of any conditions precedent or see to the application of
any funds.



          (b) Upon delivery of an Officer’s Certificate of each Transferor certifying that the Issuer’s
obligations under this Indenture have been satisfied and discharged by complying with the
provisions of this Article II, the Indenture Trustee shall execute and deliver such
releases, termination statements and other instruments (in recordable form, where appropriate) as
the Issuer or any other obligor, as applicable, may reasonably request evidencing the termination
of the Security Interest created by this Indenture.



          (c) Each Transferor, the Issuer and the Noteholders shall be entitled to receive at least 10
days written notice when the Indenture Trustee proposes to take any action pursuant to clause (a),
accompanied by copies of any instruments involved, and the Indenture Trustee shall also be entitled
to require, as a condition to such action, an Opinion of Counsel, stating the legal effect of any
such action, outlining the steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with. 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.



          Section 2.08 Certain Actions by Indenture Trustee. Any action taken by the Indenture
Trustee pursuant to this Article II in respect of the release of any or all of the
Collateral will be taken by the Indenture Trustee as its interest in such Collateral may appear,
and no provision of this Article II is intended to, or will, excuse compliance with any
provision hereof.



          Section 2.09 Opinions as to Collateral. (a) On the date hereof, the Issuer shall
furnish to the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such
counsel, such action has been taken as is necessary to perfect the Security Interest created by
this Indenture in favor of the Indenture Trustee and reciting the details of such action.



          (b) On or before March 31 in each calendar year, beginning in 2008, the Issuer shall furnish
to the Indenture Trustee an Opinion of Counsel with respect to each UCC financing



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statement which has been filed by the Issuer with respect to the Collateral either stating
that, (i) in the opinion of such counsel, such action has been taken with respect to the recording,
filing, re-recording and refiling of such financing statements and amendments thereto as are
necessary to maintain the first priority Security Interest created by this Indenture and reciting
the details of such action or (ii) in the opinion of such counsel, no such action is necessary to
maintain such Security Interest. Such Opinion of Counsel will also describe the recording, filing,
re-recording and refiling of such financing statements and amendments thereto that will, in the
opinion of such counsel, be required to maintain the Security Interest created by this Indenture
until March 31 in the following calendar year.



          Section 2.10 Certain Commercial Law Representations and Warranties. The Issuer hereby
makes the following representations and warranties. Such representations and warranties shall
survive until the termination of this Indenture. Such representations and warranties speak of the
date that a security interest in the Collateral is granted to the Indenture Trustee but shall not
be waived by any of the parties to this Indenture unless each Note Rating Agency shall have
notified the Beneficiary, the Administrator, the Owner Trustee and the Indenture Trustee in writing
that such waiver will not result in a reduction or withdrawal of its then current rating of the
Notes.



          (a) This Indenture creates a valid and continuing security interest (as defined in the
applicable UCC) in favor of the Indenture Trustee in the related Collateral, which security
interest is prior to all other Liens, and is enforceable as such against creditors of and
purchasers from the Issuer.



          (b) Each of the existing Receivables and Collateral Certificates constitutes an “account,” a
“general intangible,” an “instrument,” an “uncertificated security” or a “certificated security”
within the meaning of the applicable UCC.



          (c) At the time of its grant of any security interest in the related Collateral pursuant to
this Indenture, the Issuer owned and had good and marketable title to such Collateral free and
clear of any lien, claim or encumbrance of any Person.



          (d) The Issuer has caused or will have caused, within 10 days of the initial execution of this
Indenture, the filing of all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security interest in the
related Collateral granted to the Indenture Trustee pursuant to this Indenture.



          (e) The Issuer has registered the Indenture Trustee as the registered owner of the related
Collateral.



          (f) Other than the security interest granted to the Indenture Trustee pursuant to this
Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise
conveyed, the related Collateral. The Issuer has not authorized the filing of and is not aware of
any financing statements against the Issuer that include a description of the related Collateral
other than any financing statement relating to the security interest granted to the Indenture
Trustee pursuant to this Indenture or that has been terminated. The Issuer is not aware of any
judgment or tax lien filings against the Issuer.



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          Section 2.11 The Securities Intermediary.



          (a) There shall at all times be one or more securities intermediaries appointed for purposes
of this Indenture (the “Securities Intermediary”). The Bank of New York is hereby appointed as the
initial Securities Intermediary hereunder, and The Bank of New York accepts such appointment.



          (b) The Securities Intermediary shall be, and The Bank of New York as initial Securities
Intermediary hereby represents and warrants that it is as of the date hereof and shall be, for so
long as it is the Securities Intermediary hereunder, a corporation or national bank that in the
ordinary course of its business maintains securities accounts for others and is acting in that
capacity hereunder. The Securities Intermediary shall, and The Bank of New York as initial
Securities Intermediary does, agree with the parties hereto that each Issuer Account shall be an
account to which financial assets may be credited and undertake to treat the Indenture Trustee as
entitled to exercise the rights that comprise such financial assets. The Securities Intermediary
shall, and The Bank of New York as initial Securities Intermediary does, agree with the parties
hereto that each item of property credited to each Issuer Account shall be treated as a financial
asset. The Securities Intermediary shall, and The Bank of New York as initial Securities
Intermediary does, agree with the parties hereto that the securities intermediary’s jurisdiction of
the Securities Intermediary with respect to the Collateral shall be the State of New York. The
Securities Intermediary shall, and The Bank of New York as initial Securities Intermediary does,
represent and covenant that it is not and will not be (as long as it is the Securities Intermediary
hereunder) a party to any agreement that is inconsistent with the provisions of this Indenture. The
Securities Intermediary shall, and The Bank of New York as initial Securities Intermediary does,
covenant that it will not take any action inconsistent with the provisions of this Indenture
applicable to it. The Securities Intermediary shall, and The Bank of New York as initial Securities
Intermediary does, agree that any item of property credited to any Issuer Account shall not be
subject to any security interest, lien, encumbrance or right of setoff in favor of the Securities
Intermediary or anyone claiming through the Securities Intermediary (other than the Indenture
Trustee).



          (c) It is the intent of the Indenture Trustee and the Issuer that each Issuer Account shall be
a securities account of the Indenture Trustee and not an account of the Issuer. Nonetheless, the
Securities Intermediary shall agree to comply with entitlement orders originated by the Indenture
Trustee without further consent by the Issuer or any other person or entity, and The Bank of New
York as initial Securities Intermediary agrees that, for so long as it is the Securities
Intermediary hereunder, it will comply with entitlement orders originated by the Indenture Trustee
without further consent by the Issuer or any other person or entity. The Securities Intermediary
shall covenant that it will not agree with any person or entity other than the Indenture Trustee
that it will comply with entitlement orders originated by any person or entity other than the
Indenture Trustee, and The Bank of New York as initial Securities Intermediary hereby covenants
that, for so long as it is the Securities Intermediary hereunder, it will not agree with any person
or entity other than the Indenture Trustee that it will comply with entitlement orders originated
by any person or entity other than the Indenture Trustee.



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          (d) Nothing herein shall imply or impose upon the Securities Intermediary any duties or
obligations other than those expressly set forth herein and those applicable to a securities
intermediary under the UCC and the United States Regulations (and the Securities Intermediary shall
be entitled to all of the protections available to a securities intermediary under the UCC and the
United States Regulations). Without limiting the foregoing, nothing herein shall imply or impose
upon the Securities Intermediary any duties of a fiduciary nature (such as the fiduciary duties of
the Indenture Trustee hereunder).



          (e) The Securities Intermediary may at any time resign by notice to the Indenture Trustee and
may at any time be removed by notice from the Indenture Trustee; provided that it shall be
the responsibility of the Indenture Trustee to appoint a successor Securities Intermediary and to
cause the Issuer Accounts to be established and maintained with such successor Securities
Intermediary in accordance with the terms hereof; and the responsibilities and duties of the
retiring Securities Intermediary hereunder shall remain in effect until all of the Collateral
credited to the Issuer Accounts held by such retiring Securities Intermediary have been transferred
to such successor. Any corporation into which the Securities Intermediary may be merged or
converted or with which it may be consolidated, or any corporation resulting from any merger,
consolidation or conversion to which the Securities Intermediary shall be a party, shall be the
successor of the Securities Intermediary hereunder, without the execution or filing of any further
act on the part of the parties hereto or such Securities Intermediary or such successor
corporation.



[END OF ARTICLE II]




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ARTICLE III




NOTE FORMS




          Section 3.01 Forms Generally. The Notes will have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Indenture or the
applicable Indenture Supplement and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon, as may be required to comply with applicable laws
or regulations or with the rules of any securities exchange, or as may, consistently herewith, be
determined by the Issuer, as evidenced by the Issuer’s execution of such 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.



          The definitive Notes will be typewritten, printed, lithographed or engraved or produced by any
combination of these methods (with or without steel engraved borders) or may be produced in any
other manner, all as determined by the Issuer, as evidenced by the Issuer’s execution of such
Notes, subject, with respect to the Notes of any Series, Class or Tranche, to the rules of any
securities exchange on which such Notes are listed.



          Section 3.02 Forms of Notes. Each Note will be in one of the forms approved from time
to time by or pursuant to an Indenture Supplement. Before the delivery of a Note to the Indenture
Trustee for authentication in any form approved by or pursuant to an Issuer Certificate, the Issuer
will deliver to the Indenture Trustee the Issuer Certificate by or pursuant to which such form of
Note has been approved, which Issuer Certificate will have attached thereto a true and correct copy
of the form of Note which has been approved thereby or, if an Issuer Certificate authorizes a
specific officer or officers of a Beneficiary to approve a form of Note, a certificate of such
officer or officers approving the form of Note attached thereto. Any form of Note approved by or
pursuant to an Issuer Certificate must be acceptable as to form to the Indenture Trustee, such
acceptance to be evidenced by the Indenture Trustee’s authentication of Notes in that form or a
certificate signed by an Indenture Trustee Authorized Officer and delivered to the Issuer.



          Section 3.03 Form of Indenture Trustee’s Certificate of Authentication. The form of
Indenture Trustee’s Certificate of Authentication for any Note issued pursuant to this Indenture
will be substantially as follows:



TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the Notes of the Series, Class or Tranche designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,

     as Indenture Trustee,
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	  

	 

	 	    
	 	 Authorized Signatory
	 
	 	 	 	 
	 

	 	Dated:	 	 
	 

	 	 	 	 





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          Section 3.04 Notes Issuable in the Form of a Global Note. (a) If the Issuer
establishes pursuant to Sections 3.02 and 4.01 that the Notes of a particular
Series, Class or Tranche are to be issued in whole or in part in the form of one or more Global
Notes, then the Issuer will execute and the Indenture Trustee or its agent will, in accordance with
Section 4.03 and the Issuer Certificate delivered to the Indenture Trustee or its agent
thereunder, authenticate and deliver, such Global Note or Notes, which, unless otherwise provided
in the applicable Indenture Supplement (i) will represent, and will be denominated in an amount
equal to the aggregate Stated Principal Amount (or in the case of Discount Notes, the aggregate
Stated Principal Amount at the Expected Final Payment Date of such Notes) of the Outstanding Notes
of such Series, Class or Tranche to be represented by such Global Note or Notes, or such portion
thereof as the Issuer will specify in an Issuer Certificate, (ii) in the case of Registered Notes,
will be registered in the name of the Depository for such Global Note or Notes or its nominee,
(iii) will be delivered by the Indenture Trustee or its agent to the Depository or pursuant to the
Depository’s instruction, (iv) if applicable, will bear a legend substantially to the following
effect: “Unless this Note is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to the Issuer 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 requested by an authorized representative of DTC), any transfer,
pledge or other use hereof for value or otherwise by or to any person is wrongful inasmuch as the
registered owner hereof, Cede & Co., has an interest herein” and (v) may bear such other legend as
the Issuer, upon advice of counsel, deems to be applicable.



          (b) Notwithstanding any other provisions of this Section 3.04 or of Section
4.05, and subject to the provisions of paragraph (c) below, unless the terms of a Global Note
or the applicable Indenture Supplement expressly permit such Global Note to be exchanged in whole
or in part for individual Notes, a Global Note may be transferred, in whole but not in part and in
the manner provided in Section 4.05, only to a nominee of the Depository for such Global
Note, or to the Depository, or a successor Depository for such Global Note selected or approved by
the Issuer, or to a nominee of such successor Depository.



          (c) With respect to Notes issued within the United States, unless otherwise specified in the
applicable Indenture Supplement, or with respect to Notes issued outside the United States, if
specified in the applicable Indenture Supplement:




          (i) If at any time the Depository for a Global Note notifies the Issuer that it is
unwilling or unable to continue as Depository for such Global Note or if at any time the
Depository for the Notes for such Series, Class or Tranche ceases to be a clearing agency
registered under the Securities Exchange Act, or other applicable statute or regulation, the
Issuer will appoint a successor Depository with respect to such Global Note. If a successor
Depository for such Global Note is not appointed by the Issuer within 90 days after the
Issuer receives such notice or becomes aware of such ineligibility, the Issuer will execute,
and the Indenture Trustee or its agent, upon receipt of an Issuer Certificate requesting the
authentication and delivery of individual Notes of such Series, Class or Tranche in exchange
for such Global Note, will authenticate and



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deliver, individual Notes of such Series, Class or Tranche of like tenor and terms in
an aggregate Stated Principal Amount equal to the Stated Principal Amount of the Global Note
in exchange for such Global Note.




          (ii) The Issuer may at any time and in its sole discretion determine that the Notes of
any Series, Class or Tranche or portion thereof issued or issuable in the form of one or
more Global Notes will no longer be represented by such Global Note or Notes. In such event
the Issuer will execute, and the Indenture Trustee, upon receipt of a written request by the
Issuer for the authentication and delivery of individual Notes of such Series, Class or
Tranche in exchange in whole or in part for such Global Note, will authenticate and deliver
individual Notes of such Series, Class or Tranche of like tenor and terms in definitive form
in an aggregate Stated Principal Amount equal to the Stated Principal Amount of such Global
Note or Notes representing such Series, Class or Tranche or portion thereof in exchange for
such Global Note or Notes.




          (iii) If specified by the Issuer pursuant to Sections 3.02 and 4.01
with respect to Notes issued or issuable in the form of a Global Note, the Depository for
such Global Note may surrender such Global Note in exchange in whole or in part for
individual Notes of such Series, Class or Tranche of like tenor and terms in definitive form
on such terms as are acceptable to the Issuer and such Depository. Thereupon the Issuer
will execute, and the Indenture Trustee or its agent will authenticate and deliver, without
service charge, (A) to each Person specified by such Depository a new Note or Notes of the
same Series, Class or Tranche of like tenor and terms and of any authorized denomination as
requested by such Person in aggregate Stated Principal Amount equal to and in exchange for
such Person’s beneficial interest in the Global Note; and (B) to such Depository a new
Global Note of like tenor and terms and in an authorized denomination equal to the
difference, if any, between the Stated Principal Amount of the surrendered Global Note and
the aggregate Stated Principal Amount of Notes delivered to the Holders thereof.




          (iv) If any Event of Default has occurred and is continuing with respect to such Global
Notes, and Holders of Notes evidencing more than 50% of the unpaid Outstanding Dollar
Principal Amount of the Global Notes of that Series, Class or Tranche advise the Indenture
Trustee and the Depository that a Global Note is no longer in the best interest of the
Noteholders, the Holders of Global Notes of that Tranche may exchange such Notes for
individual Notes.




          (v) In any exchange provided for in any of the preceding four paragraphs, the Issuer
will execute and the Indenture Trustee or its agent will authenticate and deliver individual
Notes in definitive registered form in authorized denominations. Upon the exchange of the
entire Stated Principal Amount of a Global Note for individual Notes, such Global Note will
be canceled by the Indenture Trustee or its agent. Except as provided in the preceding
paragraphs, Notes issued in exchange for a Global Note pursuant to this Section 3.04
will be registered in such names and in such authorized denominations as the Depository for
such Global Note, pursuant to instructions from its direct or indirect participants or
otherwise, will instruct the Indenture Trustee or the Note



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Registrar. The Indenture Trustee or the Note Registrar will deliver such Notes to the
Persons in whose names such Notes are so registered.



          Section 3.05 Temporary Global Notes and Permanent Global Notes. (a) If specified in
the applicable Indenture Supplement for any Tranche, all or any portion of a Global Note may
initially be issued in the form of a single temporary global Bearer Note or Registered Note (the
“Temporary Global Note”), without interest coupons, in the denomination of the entire aggregate
principal amount of such Series, Class or Tranche and substantially in the form set forth in the
exhibit with respect thereto attached to the applicable Indenture Supplement. The Temporary Global
Note will be authenticated by the Indenture Trustee upon the same conditions, in substantially the
same manner and with the same effect as the Notes in definitive form. The Temporary Global Note
may be exchanged as described below or in the applicable Indenture Supplement for permanent global
Bearer Notes or Registered Notes (the “Permanent Global Notes”).



          (b) Unless otherwise provided in the applicable Indenture Supplement, exchanges of beneficial
interests in or security entitlements to Temporary Global Notes for beneficial interests in or
security entitlements to Permanent Global Notes will be made as provided in this subsection
3.05(b). The Beneficiary will, upon its determination of the date of completion of the
distribution of the Notes of such Series, Class or Tranche, so advise the Indenture Trustee, the
Issuer, the Foreign Depository, and each foreign clearing agency forthwith. Without unnecessary
delay, but in any event not prior to the Exchange Date, the Issuer will execute and deliver to the
Indenture Trustee at the office or its designated agent outside the United States Permanent Global
Notes in bearer or registered form (as specified in the applicable Indenture Supplement) in an
aggregate principal amount equal to the Outstanding Dollar Principal Amount of such Series, Class
or Tranche of Notes. Bearer Notes so issued and delivered may have coupons attached. The
Temporary Global Note may be exchanged for an equal aggregate principal amount of Permanent Global
Notes only on or after the Exchange Date. A United States Person may exchange its beneficial
interest in or security entitlement to the Temporary Global Note only for an equal aggregate
principal amount of Permanent Global Notes in registered form bearing the applicable legend set
forth in the form of Registered Note attached to the applicable Indenture Supplement and having a
minimum denomination of $500,000, which may be in temporary form if the Issuer so elects. The
Issuer may waive the $500,000 minimum denomination requirement if it so elects. Upon any demand
for exchange for Permanent Global Notes in accordance with this subsection 3.05(b), the
Issuer will cause the Indenture Trustee to authenticate and deliver the Permanent Global Notes to
the Holder (x) outside the United States, in the case of Bearer Notes and (y) according to the
instructions of the Holder, in the case of Registered Notes, but in either case only upon
presentation to the Indenture Trustee of a written statement substantially in the form of
Exhibit B-1 (or such other form as the Issuer may determine) with respect to the Temporary
Global Note, or portion thereof being exchanged, signed by a foreign clearing agency or Foreign
Depository and dated on the Exchange Date or a subsequent date, to the effect that it has received
in writing or by tested telex a certification substantially in the form of (i) in the case of
beneficial ownership of the Temporary Global Note, or a portion thereof being exchanged, by a
United States institutional investor pursuant to this clause, the certificate in the form of
Exhibit B-2 (or such other form as the Issuer may determine) signed by the Beneficiary
which sold the relevant Notes or (ii) in all other cases, the certificate in the form of
Exhibit B-3 (or such other form as the Issuer may determine), the certificate referred



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to in this clause (ii) being dated on the earlier of the first payment of interest in respect
of such Note and the date of the delivery of such Note in definitive form. Upon receipt of such
certification, the Indenture Trustee will cause the Temporary Global Note to be endorsed in
accordance with subsection 3.05(d). Any exchange as provided in this Section 3.05
will be made free of charge to the Holders and the beneficial owners of the Temporary Global Note
and to the beneficial owners of the Permanent Global Note issued in exchange, except that a Person
receiving the Permanent Global Note must bear the cost of insurance, postage, transportation and
the like in the event that such Person does not receive such Permanent Global Note in person at the
offices of a foreign clearing agency or Foreign Depository.



          (c) The delivery to the Indenture Trustee by a foreign clearing agency or Foreign Depository
of any written statement referred to above may be relied upon by the Issuer and the Indenture
Trustee as conclusive evidence that a corresponding certification or certifications has or have
been delivered to such foreign clearing agency pursuant to the terms of this Indenture.



          (d) Upon any such exchange of all or a portion of the Temporary Global Note for a Permanent
Global Note or Notes, such Temporary Global Note will be endorsed by or on behalf of the Indenture
Trustee to reflect the reduction of its principal amount by an amount equal to the aggregate
principal amount of such Permanent Global Note or Notes. Until so exchanged in full, such
Temporary Global Note will in all respects be entitled to the same benefits under this Indenture as
Permanent Global Notes authenticated and delivered hereunder except that the beneficial owners of
such Temporary Global Note will not be entitled to receive payments of interest on the Notes until
they have exchanged their beneficial interests in or security entitlements to such Temporary Global
Note for Permanent Global Notes.



          Section 3.06 Beneficial Ownership of Global Notes. Until definitive Notes have been
issued to the applicable Noteholders pursuant to Section 3.04 or as otherwise specified in
any applicable Indenture Supplement:



          (a) the Issuer and the Indenture Trustee may deal with the applicable clearing agency or
Depository and the clearing agency’s or Depository’s participants for all purposes (including the
making of distributions) as the authorized representatives of the respective Note Owners; and



          (b) the rights of the respective Note Owners will be exercised only through the applicable
clearing agency or Depository and the clearing agency’s or Depository’s participants and will be
limited to those established by law and agreements between such Note Owners and the clearing agency
or Depository and/or the clearing agency’s or Depository’s participants. Pursuant to the operating
rules of the applicable clearing agency, unless and until Notes in definitive form are issued
pursuant to Section 3.04, the clearing agency or the Depository will make book-entry
transfers among the clearing agency’s or the Depository’s participants and receive and transmit
distributions of principal and interest on the related Notes to such clearing agency’s or
Depository’s participants.



          For purposes of any provision of this Indenture requiring or permitting Actions with the
consent of, or at the direction of, Noteholders evidencing a specified percentage of the
Outstanding Dollar Principal Amount of Outstanding Notes, such direction or consent may be



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given by Note Owners (acting through the clearing agency and the clearing agency’s
participants) owning interests in or security entitlements to Notes evidencing the requisite
percentage of principal amount of Notes.



          Section 3.07 Notices to Depository. Whenever any notice or other communication is
required to be given to Noteholders with respect to which book-entry Notes have been issued, unless
and until Notes in definitive form will have been issued to the related Note Owners, the Indenture
Trustee will give all such notices and communications to the applicable clearing agency or
Depository.



          Section 3.08 CUSIP Numbers. In issuing the Notes, the Issuer may use “CUSIP” numbers
(if then generally in use), and, if so, the Indenture Trustee shall use such CUSIP numbers in
notices of redemption as a convenience to Holders; provided that, subject to Section
8.01, any such notice may state that (a) no representation is made as to the correctness of
such CUSIP numbers as printed on the related Notes or as contained in any notice of redemption, (b)
reliance may be placed only on the other identification numbers, if any, printed on the Notes and
(c) any such redemption shall not be affected by any defect in or omission of such CUSIP numbers.
The Issuer will promptly notify the Indenture Trustee written notice of any change in the CUSIP
numbers for any Outstanding Note.



[END OF ARTICLE III]




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ARTICLE IV




THE NOTES




          Section 4.01 General Title, General Limitations, Issuable in Series, Terms of a Series,
Class or Tranche of Notes. (a) The aggregate Stated Principal Amount of Notes which may be
authenticated and delivered and Outstanding under this Indenture is not limited.



          (b) The Notes may be issued in one or more Series, Classes or Tranches up to an aggregate
Stated Principal Amount of Notes as from time to time may be authorized by the Issuer. All Notes
of each Series, Class or Tranche under this Indenture will in all respects be equally and ratably
entitled to the benefits hereof with respect to such Series, Class or Tranche without preference,
priority or distinction on account of (i) the actual time of the authentication and delivery, (ii)
the Expected Final Payment Date or (iii) the Legal Maturity Date of the Notes of such Series, Class
or Tranche, except as specified in the applicable Indenture Supplement for such Series, Class or
Tranche of Notes.



          (c) Each Note issued must be part of a Series, Class and Tranche of Notes for purposes of
allocations pursuant to this Indenture, the related Indenture Supplement and the Transfer and
Servicing Agreement. A Series of Notes is created pursuant to an Indenture Supplement. A Class or
Tranche of Notes is created pursuant to an Indenture Supplement or pursuant to a Terms Document
related to the Indenture Supplement for the applicable Series.



          (d) Each Series of Notes may be assigned to a Group or Groups (now existing or hereafter
created) of Notes for purposes of allocations of certain collections pursuant to Section
4.12 and the related Indenture Supplement. The related Indenture Supplement will identify the
Group or Groups, if any, to which a Series of Notes has been assigned and the manner and extent to
which Series in the same Group or Groups will share certain amounts.



          (e) Each Series of Notes may, but need not be, subdivided into multiple Classes. Notes
belonging to a Class in any Series may be entitled to specified payment priorities over other
Classes of Notes in that Series.



          (f) Notes of a Series that belong to different Classes in that Series belong to different
Tranches on the basis of the difference in Class membership.



          (g) Each Class of Notes may consist of a single Tranche or may be subdivided into multiple
Tranches. Notes of a single Class of a Series will belong to different Tranches if they have
different terms and conditions. With respect to any Class of Notes, Notes which have identical
terms, conditions and Tranche designation will be deemed to be part of a single Tranche of Notes.



          (h) Before the initial issuance of Notes of each Series, Class or Tranche, there shall also be
established in or pursuant to an Indenture Supplement or pursuant to a Terms Document related to
the applicable Indenture Supplement, provision for:



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          (i) the Series designation;




          (ii) the Stated Principal Amount of the Notes;




          (iii) whether such Series belongs to any Group or Groups;




          (iv) whether such Notes are of a particular Class of Notes or a Tranche of a Class of
Notes;




          (v) the Required Subordinated Amount (if any) for such Class or Tranche of Notes;




          (vi) the currency or currencies in which such Notes will be denominated and in which
payments of principal of; and interest on, such Notes will or may be payable;




          (vii) if the principal of or interest, if any, on such Notes are to be payable, at the
election of the Issuer or a Holder thereof, in a currency or currencies other than that in
which the Notes are stated to be payable, the period or periods within which, and the terms
and conditions upon which, such election may be made;




          (viii) if the amount of payments of principal of or interest, if any, on such Notes may
be determined with reference to an index based on (A) a currency or currencies other than
that in which the Notes are stated to be payable, (B) changes in the prices of one or more
other securities or Groups or indexes of securities or (C) changes in the prices of one or
more commodities or Groups or indexes of commodities, or any combination of the foregoing,
the manner in which such amounts will be determined;




          (ix) the price or prices at which such Series, Class or Tranche of Notes will be
issued;




          (x) the times at which such Series, Class or Tranche of Notes may, pursuant to any
optional or mandatory redemption provisions, be redeemed, and the other terms and provisions
of any such redemption provisions;




          (xi) the rate per annum at which such Series, Class or Tranche of Notes will bear
interest, if any, or the formula or index on which such rate will be determined, including
all relevant definitions, and the date from which interest will accrue;




          (xii) each Payment Date, the Expected Final Payment Date and the Legal Maturity Date
for such Series, Class or Tranche of Notes;




          (xiii) the Initial Dollar Principal Amount of such Notes, and the means for calculating
the Outstanding Dollar Principal Amount of such Series, Class or Tranche of Notes;



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          (xiv) the Nominal Liquidation Amount of such Series, Class or Tranche of Notes, and the
means for calculating the Nominal Liquidation Amount of such Series, Class or Tranche of
Notes;




          (xv) whether or not application will be made to list such Series, Class or Tranche of
Notes on any securities exchange;




          (xvi) any Events of Default or Early Amortization Events with respect to such Series,
Class or Tranche of Notes, if not set forth herein and any additions, deletions or other
changes to the Events of Default or Early Amortization Events set forth herein that will be
applicable to such Series, Class or Tranche of Notes (including a provision making any Event
of Default or Early Amortization Event set forth herein inapplicable to the Notes of that
Series, Class or Tranche);




          (xvii) the appointment by the Indenture Trustee of an Authenticating Agent in one or
more places other than the location of the office of the Indenture Trustee with power to act
on behalf of the Indenture Trustee and subject to its direction in the authentication and
delivery of such Notes in connection with such transactions as will be specified in the
provisions of this Indenture or in or pursuant to the applicable Indenture Supplement
creating such Series, Class or Tranche;




          (xviii) if such Series, Class or Tranche of Notes will be issued in whole or in part in
the form of a Global Note or Global Notes, the terms and conditions, if any, upon which such
Global Note or Global Notes may be exchanged in whole or in part for other individual Notes;
and the Depository for such Global Note or Global Notes (if other than the Depository
specified in Section 1.01);




          (xix) if such Series, Class or Tranche of Notes will be issued in whole or in part as
Registered Notes, Bearer Notes or both, whether such Series, Class or Tranche of Notes are
to be issued with or without coupons or both;




          (xx) the subordination of such Series, Class or Tranche of Notes to any other
indebtedness of the Issuer, including without limitation, the Notes of any other Series,
Class or Tranche;




          (xxi) if such Series, Class or Tranche of Notes are to have the benefit of any
Derivative Agreement, the terms and provisions of such agreement;




          (xxii) if such Series, Class or Tranche of Notes are to have the benefit of any
Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, the terms and
provisions of the applicable agreement;




          (xxiii) the Record Date for any Payment Date of such Series, Class or Tranche of Notes,
if different from the last day of the month before the related Payment Date;



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          (xxiv) the amount scheduled to be deposited on each Payment Date during an amortization
period or accumulation period for such Series, Class or Tranche of Notes;




          (xxv) whether and under what conditions, additional amounts will be payable to
Noteholders; and




          (xxvi) any other terms of such Notes as stated in the related Indenture Supplement;


all upon such terms as may be determined in or pursuant to an Indenture Supplement with respect to
such Series, Class or Tranche of Notes.




          (i) The form of the Notes of each Series, Class or Tranche will be established pursuant to the
provisions of this Indenture and the related Indenture Supplement or Terms Document creating such
Series, Class or Tranche of Notes. The Notes of each Series, Class or Tranche will be
distinguished from the Notes of each other Series, Class or Tranche in such manner, reasonably
satisfactory to the Indenture Trustee, as the Issuer may determine.



          (j) Any terms or provisions in respect of the Notes of any Series, Class or Tranche issued
under this Indenture may be determined pursuant to this Section 4.01 by providing in the
applicable Indenture Supplement for the method by which such terms or provisions will be
determined.



          Section 4.02 Denominations. The Notes of each Series, Class or Tranche will be
issuable in such denominations and currency as will be provided in the provisions of this Indenture
or in or pursuant to the applicable Indenture Supplement. In the absence of any such provisions
with respect to the Registered Notes of any Series, Class or Tranche, the Registered Notes of that
Series, Class or Tranche will be issued in denominations of $100,000 and integral multiples of
$1,000. In the absence of any such provisions with respect to the Bearer Notes of any Series,
Class or Tranche, the Bearer Notes of that Series, Class or Tranche will be issued in denominations
of 1,000, 5,000, 50,000 and 100,000 units of the applicable currency.



          Section 4.03 Execution, Authentication and Delivery and Dating. (a) The Notes will
be executed on behalf of the Issuer by an Authorized Officer of the Issuer. The signature of any
officer of any Beneficiary or the Owner Trustee on the Notes may be manual or facsimile.



          (b) Notes bearing the manual or facsimile signatures of individuals who were at any time an
Authorized Officer of the Issuer will bind the Issuer, notwithstanding that such individuals or any
of them have ceased to hold such offices before the authentication and delivery of such Notes or
did not hold such offices at the date of issuance of such Notes.



          (c) At any time and from time to time after the execution and delivery of this Indenture, the
Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication; and
the Indenture Trustee will, upon request by an Officer’s Certificate, authenticate and deliver such
Notes as in this Indenture provided and not otherwise.



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          (d) Before any such authentication and delivery, the Indenture Trustee will be entitled to
receive, in addition to any Officer’s Certificate and Opinion of Counsel required to be furnished
to the Indenture Trustee pursuant to Section 1.02, the Issuer Certificate and any other
opinion or certificate relating to the issuance of the Series, Class or Tranche of Notes required
to be furnished pursuant to Section 3.02 or Section 4.10.



          (e) The Indenture Trustee will not be required to authenticate such Notes if the issue thereof
will adversely affect the Indenture Trustee’s own rights, duties or immunities under the Notes and
this Indenture.



          (f) Unless otherwise provided in the form of Note for any Series, Class or Tranche, all Notes
will be dated the date of their authentication.



          (g) No Note will 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 manual signature of an authorized
signatory, and such certificate upon any Note will be conclusive evidence, and the only evidence,
that such Note has been duly authenticated and delivered hereunder.



          Section 4.04 Temporary Notes. (a) Pending the preparation of definitive Notes of any
Series, Class or Tranche, the Issuer may execute, and, upon receipt of the documents required by
Section 4.03, together with an Officer’s Certificate, the Indenture Trustee will
authenticate and deliver, temporary Notes which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of
the definitive Notes in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the Issuer may determine, as evidenced by the
Issuer’s execution of such Notes.



          (b) If temporary Notes of any Series, Class or Tranche are issued, the Issuer will cause
definitive Notes of such Series, Class or Tranche to be prepared without unreasonable delay. After
the preparation of definitive Notes, the temporary Notes of such Series, Class or Tranche will be
exchangeable for definitive Notes of such Series, Class or Tranche upon surrender of the temporary
Notes of such Series, Class or Tranche at the office or agency of the Issuer in a Place of Payment,
without charge to the Holder; and upon surrender for cancellation of any one or more temporary
Notes the Issuer will execute and the Indenture Trustee will authenticate and deliver in exchange
therefor a like Stated Principal Amount of definitive Notes of such Series, Class or Tranche of
authorized denominations and of like tenor and terms. Until so exchanged the temporary Notes of
such Series, Class or Tranche will in all respects be entitled to the same benefits under this
Indenture as definitive Notes of such Series, Class or Tranche.



          Section 4.05 Registration, Transfer and Exchange. (a) The Issuer will keep or cause
to be kept a register (herein sometimes referred to as the “Note Register”) in which, subject to
such reasonable regulations as it may prescribe, the Issuer will provide for the registration of
Registered Notes, or of Registered Notes of a particular Series, Class or Tranche, and for
transfers of Registered Notes or of Registered Notes of such Series, Class or Tranche. Any such
register will be in written form or in any other form capable of being converted into



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written form within a reasonable time. At all reasonable times the information contained in
such register or registers will be available for inspection by the Indenture Trustee at the office
or agency to be maintained by the Issuer as provided in Section 11.02.



          (b) Subject to Section 3.04, upon surrender for transfer of any Registered Note of any
Series, Class or Tranche at the office or agency of the Issuer in a Place of Payment, if the
requirements of Section 8-401 (a) of the UCC are met, the Issuer will execute, and, upon receipt of
such surrendered Note, the Indenture Trustee will authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Notes of such Series, Class or
Tranche of any authorized denominations, of a like aggregate Stated Principal Amount, Expected
Final Payment Date and Legal Maturity Date and of like terms.



          (c) Subject to Section 3.04, at the option of the Holder, Notes of any Series, Class
or Tranche may be exchanged for other Notes of such Series, Class or Tranche of any authorized
denominations, of a like aggregate Stated Principal Amount, Expected Final Payment Date and Legal
Maturity Date and of like terms, upon surrender of the Notes to be exchanged at such office or
agency. Registered Notes, including Registered Notes received in exchange for Bearer Notes, may
not be exchanged for Bearer Notes. At the option of the Holder of a Bearer Note, subject to
applicable laws and regulations, Bearer Notes may be exchanged for other Bearer Notes or Registered
Notes (of the same Series, Class and Tranche of Notes) of authorized denominations of like
aggregate fractional undivided interests in the Noteholders’ interest, upon surrender of the Bearer
Notes to be exchanged at an office or agency of the Note Registrar located outside the United
States. Each Bearer Note surrendered pursuant to this Section 4.05 will have attached
thereto all unmatured coupons; provided, however, that any Bearer Note, so
surrendered after the close of business on the last day of the month preceding the relevant Payment
Date need not have attached the coupon relating to such Payment Date. Whenever any Notes are so
surrendered for exchange, the Issuer will execute, and the Indenture Trustee will authenticate and
deliver (in the case of Bearer Notes, outside the United Sates), the Notes which the Noteholders
making the exchange are entitled to receive.



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



          (e) Every Note presented or surrendered for transfer or exchange will (if so required by the
Issuer or the Indenture Trustee) be duly indorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the Note Registrar duly executed, by the Holder
thereof or his attorney duly authorized in writing.



          (f) Unless otherwise provided in the Note to be transferred or exchanged, no service charge
will be made on any Noteholder for any transfer or exchange of Notes, but the Issuer may (unless
otherwise provided in such Note) require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or exchange of Notes before
the transfer or exchange will be complete, other than exchanges pursuant to Section 4.04 or
Section 10.06 not involving any transfer.



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          (g) None of the Issuer, the Note Registrar or the Indenture Trustee shall be required (i) to
issue, register the transfer of or exchange any Notes of any Series, Class or Tranche during a
period beginning at the opening of business 15 days before the day of selection of Notes of such
Series, Class or Tranche to be redeemed and ending at the close of business on (A) if Notes of such
Series, Class or Tranche are issuable only as Registered Notes, the day of the mailing of the
relevant notice of redemption of Registered Notes of such Series, Class or Tranche so selected for
redemption or (B) if Notes of the Series, Class or Tranche are issuable as Bearer Notes, the day of
the first publication of the relevant notice of redemption or, if Notes of the Series, Class or
Tranche are also issuable as Registered Notes and there is no publication, the mailing of the
relevant notice of redemption or (ii) to register the transfer or exchange of any Notes or portions
thereof so selected for redemption.



          Notwithstanding anything herein to the contrary, the exchange of Bearer Notes into Registered
Notes shall be subject to applicable laws and regulations in effect at the time of exchange; none
of the Issuer, the Indenture Trustee or the Note Registrar shall exchange any Bearer Notes into
Registered Notes if it has received an Opinion of Counsel that as a result of such exchanges the
Issuer or the Transferor would suffer adverse consequences under the United States federal income
tax laws and regulations then in effect and the Issuer has delivered to the Indenture Trustee an
Issuer Certificate directing the Indenture Trustee not to make such exchanges unless and until the
Indenture Trustee receives a subsequent Issuer Certificate to the contrary. The Issuer shall
deliver copies of such Issuer Certificates to the Note Registrar.



          (h) None of the Issuer, the Indenture Trustee, any agent of the Indenture Trustee, any Paying
Agent or the Note Registrar will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership of a Global Note or for
maintaining, supervising or reviewing any records relating to such beneficial ownership.



          (i) The Issuer initially appoints The Bank of New York to act as Note Registrar for the
Registered Notes on its behalf. The Issuer may at any time and from time to time authorize any
Person to act as Note Registrar in place of the Indenture Trustee with respect to any Series, Class
or Tranche of Notes issued under this Indenture.



          (j) Registration of transfer of Notes containing the following legend or to which the
following legend is applicable:




THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS NOTE NOR
ANY PORTION HEREOF MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF
THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE
SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
SUCH REGISTRATION PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT
TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO
HEREIN.”



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will be effected only if such transfer is made pursuant to an effective registration statement
under the Securities Act, or is exempt from the registration requirements under the Securities Act.
In the event that registration of a transfer is to be made in reliance upon an exemption from the
registration requirements under the Securities Act other than Rule 144A under the Securities Act or
Rule 903 or Rule 904 of Regulation S under the Securities Act, the transferor or the transferee
will deliver, at its expense, to the Issuer and the Indenture Trustee, an investment letter from
the transferee, substantially in the form of the investment letter attached hereto as Exhibit A or
such other form as the Issuer may determine, and no registration of transfer will be made until
such letter is so delivered.




          Notes issued upon registration or transfer of, or Notes issued in exchange for, Notes bearing
the legend referred to above will also bear such legend unless the Issuer, the Indenture Trustee
and the Note Registrar receive an Opinion of Counsel, satisfactory to each of them, to the effect
that such legend may be removed.



          Whenever a Note containing the legend referred to above is presented to the Note Registrar for
registration of transfer, the Note Registrar will promptly seek instructions from the Issuer
regarding such transfer and will be entitled to receive an Issuer Certificate prior to registering
any such transfer. The Issuer hereby agrees to indemnify the Note Registrar and the Indenture
Trustee and to hold each of them harmless against any loss, liability or expense incurred without
negligence or bad faith on their part arising out of or in connection with actions taken or omitted
by them in relation to any such instructions furnished pursuant to this clause. The Indenture
Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any
restrictions on transfer imposed under this Indenture or under applicable law with respect to any
transfer of any interest in any Note other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when expressly required
by the terms of, this Indenture, and to examine the same to determine substantial compliance as to
form with the express requirements hereof.



          Section 4.06 Mutilated, Destroyed, Lost and Stolen Notes. (a) If (i) any mutilated
Note (together, in the case of Bearer Notes, with all unmatured coupons, if any, appertaining
thereto) is surrendered to the Indenture Trustee or the Note Registrar, or the Issuer, the Note
Registrar or the Indenture Trustee receive evidence to their satisfaction of the destruction, loss
or theft of any Note, and (ii) there is delivered to the Issuer, the Note Registrar or the
Indenture Trustee such security or indemnity as may be required by them to save each of them
harmless, 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 will execute and upon its
request the Indenture Trustee will authenticate and deliver (in the case of Bearer Notes, outside
the United States), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Note, a new Note of like tenor, Series, Class or Tranche, Expected Final Payment Date, Legal
Maturity Date and Stated Principal Amount, bearing a number not contemporaneously Outstanding.



          (b) In case any such mutilated, destroyed, lost or stolen Note has become or is about to
become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such
Note.



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          (c) Upon the issuance of any new Note under this Section 4.06, the Issuer may require
the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed
in relation thereto and any other expenses (including the fees and expenses of the Indenture
Trustee) connected therewith.



          (d) Every new Note issued pursuant to this Section 4.06 in lieu of any destroyed, lost
or stolen Note will constitute an original additional contractual obligation of the Issuer, whether
or not the destroyed, lost or stolen Note will be at any time enforceable by anyone, and will be
entitled to all the benefits of this Indenture equally and proportionately with any and all other
Notes of the same Series, Class or Tranche duly issued hereunder.



          (e) The provisions of this Section 4.06 are exclusive and will 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 4.07 Payment of Interest; Interest Rights Preserved; Withholding Taxes. (a)
Unless otherwise provided with respect to such Note pursuant to Section 4.01, interest
payable on any Registered Note will be paid to the Person in whose name that Note (or one or more
Predecessor Notes) is registered at the close of business on the most recent Record Date and
interest payable on any Bearer Note will be paid to the bearer of that Note (or the applicable
coupon).



          (b) Subject to clause (a), each Note delivered under this Indenture upon transfer of or in
exchange for or in lieu of any other Note will carry the rights to interest accrued or principal
accreted and unpaid, and to accrue or accrete, which were carried by such other Note.



          (c) The right of any Noteholder to receive interest on or principal of any Note shall be
subject to any applicable withholding or deduction imposed pursuant to the Internal Revenue Code or
other applicable tax law, including foreign withholding and deduction. Any amounts properly so
withheld or deducted shall be treated as actually paid to the appropriate Noteholder.



          Section 4.08 Persons Deemed Owners. Title to any Bearer Note, including any coupons
appertaining thereto, shall pass by delivery. The Issuer, the Indenture Trustee, the Owner
Trustee, a Beneficiary and any agent of the Issuer, the Indenture Trustee, the Owner Trustee, or a
Beneficiary may treat the Person who is proved to be the owner of such Note pursuant to
subsection 1.04(c) as the owner of such Note for the purpose of receiving payment of
principal of and (subject to Section 4.07) interest on such Note and for all other purposes
whatsoever, whether or not such Note be overdue, and none of the Issuer, the Indenture Trustee, the
Owner Trustee, or any agent of the Issuer, the Indenture Trustee, the Owner Trustee, or any
Beneficiary will be affected by notice to the contrary.



          Section 4.09 Cancellation. All Notes surrendered for payment, redemption, transfer,
conversion or exchange will, if surrendered to any Person other than the Indenture Trustee, be
delivered to the Indenture Trustee and, if not already canceled, will be promptly canceled by it.
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



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any manner whatsoever, and all Notes so delivered will be promptly canceled by the Indenture
Trustee. No Note will be authenticated in lieu of or in exchange for any Notes canceled as
provided in this Section 4.09, except as expressly permitted by this Indenture. The
Indenture Trustee will dispose of all canceled Notes in accordance with its customary procedures
and will deliver a certificate of such disposition to the Issuer.



          Section 4.10 New Issuances of Notes. (a) Unless otherwise specified in the related
Indenture Supplement, the Issuer may issue new Notes of any Series, Class or Tranche, so long as
the following conditions precedent are satisfied:




          (i) on or before the fifth Business Day before the date that the new issuance is to
occur, the Issuer delivers to the Indenture Trustee and each Note Rating Agency notice of
such new issuance;




          (ii) on or prior to the date that the new issuance is to occur, the Issuer delivers to
the Indenture Trustee and each Note Rating Agency an Issuer Certificate to the effect that:




     (A) the Issuer reasonably believes that the new issuance will not cause an
Adverse Effect on any Outstanding Notes;




     (B) all instruments furnished to the Indenture Trustee conform to the
requirements of this Indenture and constitute sufficient authority hereunder for the
Indenture Trustee to authenticate and deliver such Notes;




     (C) the form and terms of such Notes have been established in conformity with
the provisions of this Indenture; and




     (D) such other matters as the Indenture Trustee may reasonably request;




          (iii) on or prior to the date that the new issuance is to occur, the Issuer delivers to
the Indenture Trustee and each Note Rating Agency an Officer’s Certificate of an Authorized
Officer of the Issuer that all laws and requirements with respect to the execution and
delivery by the Issuer of such Notes have been complied with, the Issuer has the trust power
and authority to issue such Notes and such Notes have been duly authorized and delivered by
the Issuer and, assuming due authentication and delivery by the Indenture Trustee,
constitute legal, valid and binding obligations of the Issuer enforceable in accordance with
their terms (subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws and legal principles affecting
creditors’ rights generally from time to time in effect and to general equitable principles,
whether applied in an action at law or in equity) and entitled to the benefits of this
Indenture, equally and ratably with all other Outstanding Notes, if any, of such Series,
Class or Tranche of Notes, subject to the terms of this Indenture, each Indenture Supplement
and each Terms Document;




          (iv) on or prior to the date that the new issuance is to occur, the Issuer will have
delivered to the Indenture Trustee and the Note Rating Agencies an Issuer Tax



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Opinion and, to the extent a Collateral Certificate is included in the Collateral, a
Master Trust Tax Opinion for each applicable Master Trust with respect to such issuance;




          (v) the Issuer obtains confirmation from each Note Rating Agency that the new issuance
will not have a Ratings Effect on any Outstanding Notes;




          (vi) as of the date that the new issuance is to occur, the (i) Pool Balance as of the
last day of the immediately preceding Monthly Period is equal to or greater than the
Required Pool Balance as of the last day of such Monthly Period and (ii) the Transferor
Amount as of the last day of the immediately preceding Monthly Period is equal to or greater
than the Required Transferor Amount as of the last day of such Monthly Period;




          (vii) in the case of Bearer Notes described in section 163(f)(2)(A) of the Internal
Revenue Code, such Notes shall be described in section 163(f)(2)(B) of the Internal Revenue
Code and such section shall apply to such Notes;




          (viii) on or prior to the date that the new issuance is to occur, the Issuer will have
delivered to the Indenture Trustee an Indenture Supplement and, if applicable, the Issuer
Certificate or on or before the date that the new issuance is to occur, the Issuer will have
executed with the Indenture Trustee a Terms Document relating to the applicable Class or
Tranche of Notes;




          (ix) in the case of Foreign Currency Notes, the Issuer will have appointed one or more
Paying Agents in the appropriate countries;




          (x) the conditions specified herein or in Section 4.11 are satisfied; and




          (xi) any other conditions specified in the applicable Indenture Supplement;


provided, however, that any one of the aforementioned conditions may be eliminated
or modified (other than clause (iv)) as a condition precedent to any new issuance of a Series,
Class or Tranche of Notes if the Note Rating Agency Condition has been satisfied.




          (b) The Issuer and the Indenture Trustee will not be required to provide prior notice to or to
obtain the consent of any Noteholder of any Outstanding Series, Class or Tranche to issue any
additional Notes of any Series, Class or Tranche.



          (c) There are no restrictions on the timing or amount of any additional issuance of Notes of
an Outstanding Class or Tranche of a Series of Notes, so long as the conditions described in
subsection 4.10(a) are met or waived. As of the date of any additional issuance of Notes
of an Outstanding Class or Tranche of Notes, the Stated Principal Amount, Outstanding Dollar
Principal Amount and Nominal Liquidation Amount of that Class or Tranche will be increased to
reflect the principal amount of the additional Notes. If the additional Notes are a Class or
Tranche of Notes that has the benefit of a Derivative Agreement, the Issuer will enter into a
Derivative Agreement for the benefit of the additional Notes. In addition, if the additional Notes
are a Class or Tranche of Notes that has the benefit of any Supplemental Credit



-51-









 







Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuer will enter into a
Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement, as applicable, for
the benefit of the additional Notes. Furthermore, the targeted deposits, if any, to any applicable
Issuer Account, will be increased proportionately to reflect the principal amount of the additional
Notes.



          When issued, the additional Notes of a Class or Tranche will be identical in all respects to
the other Outstanding Notes of that Class or Tranche and will be equally and ratably entitled to
the benefits of the Indenture and the related Indenture Supplement applicable to the previously
issued Notes of such Tranche as the other Outstanding Notes of that Class or Tranche without
preference, priority or distinction.



          Section 4.11 Specification of Required Subordinated Amount and other Terms with Respect to
each Series, Class or Tranche of Notes. (a) The applicable Indenture Supplement for each
Series, Class or Tranche of Notes will specify a Required Subordinated Amount, if any, of each
Subordinated Class or Tranche of Notes.



          (b) The Issuer may change the Required Subordinated Amount, if any, or method of computing
such amount, for any Class or Tranche of Notes at any time without the consent of any Noteholders
so long as the Issuer has (i) received confirmation from the Note Rating Agencies that have rated
any Outstanding Notes of the Series to which such Class or Tranche belongs that the change in the
Required Subordinated Amount will not result in a Ratings Effect with respect to any Outstanding
Notes of such Series and (ii) delivered to the Indenture Trustee and the Note Rating Agencies an
Issuer Tax Opinion.



          Section 4.12 Groups. (a) Reallocation Groups. Finance Charge Collections
and other specified amounts allocated to each Series of Notes in the same Reallocation Group shall
be reallocated to cover interest and other expenses related to each Series of Notes in such
Reallocation Group as specified in each related Indenture Supplement. The reallocation provisions
of the Indenture Supplement for each Series of Notes in the same Reallocation Group are required to
be identical in all material respects.



          (b) Shared Excess Available Finance Charge Collections Group. Certain excess Finance
Charge Collections allocated to any Series of Notes in a Shared Excess Available Finance Charge
Collections Group may be redistributed to cover Series Available Finance Charge Collections
Shortfalls incurred by other Series of Notes belonging to the same Shared Excess Available Finance
Charge Collections Group to the extent and as specified in the related Indenture Supplement.



          (c) Shared Excess Available Principal Collections Group. Certain excess Principal
Collections allocated to any Series of Notes in a Shared Excess Available Principal Collections
Group may be redistributed to cover Series Available Principal Collections Shortfalls incurred by
other Series of Notes belonging to the same Shared Excess Available Principal Collections Group to
the extent and as specified in the related Indenture Supplement.



[END OF ARTICLE IV]




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ARTICLE V




ISSUER ACCOUNTS AND INVESTMENTS




          Section 5.01 Collections. Except as otherwise expressly provided in this Indenture,
the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly
and without intervention or assistance from any fiscal agent or other intermediary, all money and
other property payable to or receivable by the Indenture Trustee pursuant to this Indenture
including, without limitation, all funds and other property payable to the Indenture Trustee in
connection with the Collateral. The Indenture Trustee will hold all such money and property
received by it as part of the Collateral and will apply it as provided in this Indenture.



          Section 5.02 Issuer Accounts; Distributions from Issuer Accounts. (a) On or before
the date hereof, the Issuer shall cause to be established and maintained an Eligible Deposit
Account (the “Collection Account”) in the name of the Indenture Trustee in accordance with
Section 2.11, bearing a designation clearly indicating that the funds and other property
credited thereto are held for the benefit of the Indenture Trustee and the Noteholders. All
collections and distributions received pursuant to Section 3.1 of the Transfer and
Servicing Agreement shall be credited to the Collection Account. The Collection Account shall be
under the control of the Indenture Trustee for the benefit of the Indenture Trustee and the
Noteholders in accordance with Section 2.11. If, at any time, the institution holding the
Collection Account ceases to be an Eligible Institution, the Transferor shall notify the Indenture
Trustee, and the Indenture Trustee upon being notified in writing of such ineligibility (or the
Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30
calendar days, as to which each Note Rating Agency may consent) establish a new Collection Account
that is an Eligible Deposit Account and shall transfer any funds or other property from such
Collection Account to such new Collection Account. From the date each such new Collection Account
is established, it shall be the “Collection Account.”



          (b) On or before the date hereof, the Issuer shall cause to be established and maintained an
Eligible Deposit Account (the “Excess Funding Account”) in the name of the Indenture
Trustee in accordance with Section 2.11, bearing a designation clearly indicating that the
funds and other property credited thereto are held for the benefit of the Indenture Trustee and the
Noteholders. Principal Collections that would otherwise be paid to the holders of the Transferor
Interest or that the applicable Indenture Supplement specifies are to be credited to the Excess
Funding Account, shall be credited to the Excess Funding Account (after giving effect to any
deposits required to be made to the Overconcentration Account), if, after giving effect to
reinvestment in new Trust Assets on that day, the Transferor Amount is not greater than or equal to
the Required Transferor Amount or the Pool Balance is not greater than or equal to the Required
Pool Balance. The Excess Funding Account shall be under the control of the Indenture Trustee for
the benefit of the Indenture Trustee and the Noteholders in accordance with Section 2.11.
If, at any time, the institution holding the Excess Funding Account ceases to be an Eligible
Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon
being notified in writing of such ineligibility (or the Servicer on its behalf) shall within 10



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Business Days (or such longer period, not to exceed 30 calendar days, as to which each Note
Rating Agency may consent) establish a new Excess Funding Account that is an Eligible Deposit
Account and shall transfer any funds or other property to such new Excess Funding Account. From
the date each such new Excess Funding Account is established, it shall be the “Excess Funding
Account.”



          (c) On or before the date hereof, the Issuer shall cause to be established and maintained an
Eligible Deposit Account (the “Overconcentration Account”) in the name of the Indenture
Trustee in accordance with Section 2.11, bearing a designation clearly indicating that the
funds and other property credited thereto are held for the benefit of the Indenture Trustee and the
Noteholders. Principal Collections that would otherwise be paid to the holders of the Transferor
Interest or that the applicable Indenture Supplement specifies are to be credited to the
Overconcentration Account, shall be credited to the Overconcentration Account, if, after giving
effect to additions to or removals from the Trust on or prior to that day, the Commercial Obligor
Overconcentration Amount with respect to the related Monthly Period is greater than zero. The
Overconcentration Account shall be under the control of the Indenture Trustee for the benefit of
the Indenture Trustee and the Noteholders in accordance with Section 2.11. If, at any
time, the institution holding the Overconcentration Account ceases to be an Eligible Institution,
the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified in
writing of such ineligibility (or the Servicer on its behalf) shall within 10 Business Days (or
such longer period, not to exceed 30 calendar days, as to which each Note Rating Agency may
consent) establish a new Overconcentration Account that is an Eligible Deposit Account and shall
transfer any funds or other property to such new Overconcentration Account. From the date each
such new Overconcentration Account is established, it shall be the “Overconcentration Account.”



          (d) From time to time in connection with the issuance of a Series, Class or Tranche of Notes,
the Issuer may cause the Indenture Trustee to establish one or more Eligible Deposit Accounts
denominated as “Supplemental Issuer Accounts” in the name of the Indenture Trustee in
accordance with Section 2.11, bearing a designation clearly indicating that the funds and
other property credited thereto are held for the benefit of the Indenture Trustee and the
applicable Noteholders. Any Supplemental Issuer Account shall be under the control of the
Indenture Trustee for the benefit of the Indenture Trustee and the applicable Noteholders in
accordance with Section 2.11. If, at any time, the institution holding any Supplemental
Issuer Account ceases to be an Eligible Institution, the Transferor shall notify the Indenture
Trustee, and the Indenture Trustee upon being notified in writing of such ineligibility (or the
Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30
calendar days, as to which each Note Rating Agency may consent) establish a new Supplemental Issuer
Account, as applicable, that is an Eligible Deposit Account and shall transfer any funds or other
property from such Supplemental Issuer Account to such new Supplemental Issuer Account. From the
date each such new Supplemental Issuer Account is established, it shall be a “Supplemental Issuer
Account.” Any Supplemental Issuer Account will receive deposits as set forth in the Transfer and
Servicing Agreement, in the Indenture and in the applicable Indenture Supplement.



          (e) All payments to be made from time to time by or on behalf of the Indenture Trustee to
Noteholders out of funds in the Issuer Accounts pursuant to the Transfer and



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Servicing Agreement, the Indenture and any Indenture Supplement will be made by the Indenture
Trustee directly to the Paying Agent not later than 1:00 p.m., New York City time, on the
applicable Payment Date or earlier, if necessary, or as otherwise provided in the applicable
Indenture Supplement but only to the extent of available funds in the applicable Issuer Account or
Sub-Account.



          Section 5.03 Investment of Funds in the Issuer Accounts. (a) Funds credited to the
Issuer Accounts will (unless otherwise stated in this Indenture or the applicable Indenture
Supplement) be invested and reinvested by the Indenture Trustee at the written direction of the
Issuer in one or more Eligible Investments. The Issuer may authorize the Indenture Trustee to make
specific investments pursuant to written instructions, in such amounts as the Issuer will specify.
Notwithstanding the foregoing, funds held by the Indenture Trustee in any of the Issuer Accounts
will be invested in Eligible Investments that will mature in each case no later than the date on
which such funds in the Issuer Accounts are scheduled to be transferred or distributed by the
Indenture Trustee pursuant to this Indenture (or as necessary to provide for timely payment of
principal or interest on the applicable Payment Date).



          (b) All funds from time to time credited to the Issuer Accounts pursuant to this Indenture and
all investments made with such funds will be held by the Indenture Trustee in the Issuer Accounts
as part of the Collateral as herein provided, subject to withdrawal by the Indenture Trustee for
the purposes specified herein.



          (c) Funds and other property in any of the Issuer Accounts will not be commingled with any
other funds or property of the Issuer or the Indenture Trustee.



          (d) On the applicable Note Transfer Date, all interest and earnings (net of losses and
investment expenses) on funds credited to the Issuer Accounts will be applied as specified in the
related Indenture Supplement. Unless otherwise stated in the related Indenture Supplement, for
purposes of determining the availability of funds or the balance in the Issuer Accounts for any
reason under this Indenture or any Indenture Supplement, investment earnings on such funds shall be
deemed not to be available or on deposit.



          Subject to subsection 8.01(d), the Indenture Trustee will not in any way be held
liable by reason of any insufficiency in such Issuer Accounts resulting from any loss on any
Eligible Investment included therein except for losses attributable to the Indenture Trustee’s own
failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its
commercial capacity, in accordance with their terms.



          (e) Funds credited to the Issuer Accounts will be invested and reinvested by the Indenture
Trustee, to the fullest extent practicable, in such manner as the Indenture Trustee will from time
to time determine, but only in BNY Cash Reserves, upon the occurrence of any of the following
events:




          (i) the Issuer will have failed to give investment directions to the Indenture Trustee;
or




          (ii) an Event of Default will have occurred and is continuing but no Notes have been
declared due and payable pursuant to Section 7.02.




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[END OF ARTICLE V]




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ARTICLE VI




SATISFACTION AND DISCHARGE; CANCELLATION OF NOTES




HELD BY THE ISSUER OR THE TRANSFEROR




          Section 6.01 Satisfaction and Discharge of Indenture. This Indenture will cease to be
of further effect with respect to any Series, Class or Tranche of Notes (except as to any surviving
rights of transfer or exchange of Notes of that Series, Class or Tranche expressly provided for
herein or in the form of Note for that Series, Class or Tranche), and the Indenture Trustee, on
demand of and at the expense of the Issuer, will execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to that Series, Class or Tranche, when:




          (a) all Notes of that Series, Class or Tranche theretofore authenticated and delivered (other
than (i) Notes of that Series, Class or Tranche which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 4.06, and (ii) Notes of that Series,
Class or Tranche 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 that trust, as
provided in Section 11.03) have been delivered to the Indenture Trustee canceled or for
cancellation;




          (b) the Issuer has paid or caused to be paid all other sums payable under the Indenture
(including payments to the Indenture Trustee pursuant to Section 8.07) by the Issuer with
respect to the Notes of that Series, Class or Tranche; and




          (c) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion
of Counsel each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture with respect to the Notes of that Series, Class or
Tranche have been complied with.




          Notwithstanding the satisfaction and discharge of this Indenture with respect to any Series, Class
or Tranche of Notes, the obligations of the Issuer to the Indenture Trustee with respect to that
Series, Class or Tranche of Notes under Section 8.07 and the obligations of the Indenture
Trustee under Sections 6.02 and 11.03 will survive such satisfaction and discharge.




          Section 6.02 Application of Trust Money. All money and obligations deposited with the
Indenture Trustee pursuant to Section 5.01 or Section 5.03 and all money received
by the Indenture Trustee in respect of such obligations will be held in trust and applied by it, in
accordance with the provisions of the Series, Class or Tranche of Notes in respect of which it was
deposited and this Indenture, to the payment, either directly or through any Paying Agent
(including the Issuer acting as its own Paying Agent) as the Indenture Trustee may determine, to
the Persons entitled thereto, of the principal and interest for whose payment that money and
obligations have been deposited with or received by the Indenture Trustee; but that money and
obligations need not be segregated from other funds held by the Indenture Trustee except to the
extent required by law.




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          Section 6.03 Cancellation of Notes Held by the Issuer or the Transferor. If the
Issuer, the Transferor or any of their Affiliates holds any Notes, that Holder may, subject to any
provisions of a related Indenture Supplement limiting the repayment of such Notes, by notice from
that Holder to the Indenture Trustee cause the Notes to be repaid and canceled, whereupon the Notes
will no longer be Outstanding.




[END OF ARTICLE VI]




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ARTICLE VII




EVENTS OF DEFAULT AND REMEDIES




          Section 7.01 Events of Default. “Event of Default,” wherever used herein, means with
respect to any Series, Class or Tranche of Notes any one of the following events (whatever the
reason for such Event of Default and whether it will 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), unless such event is either expressly
stated to be inapplicable to a particular Series, Class or Tranche of Notes or specifically deleted
or modified in the applicable Indenture Supplement creating such Series, Class or Tranche of Notes
or in the form of Note for such Series, Class or Tranche:




          (a) with respect to such Series, Class or Tranche of Notes, as applicable, a default by the
Issuer in the payment of any interest on such Notes when such interest becomes due and payable, and
continuance of such default for a period of 35 days following the date on which such interest
became due and payable;




          (b) with respect to such Series, Class or Tranche of Notes, as applicable, a default by the
Issuer in the payment of the Stated Principal Amount of such Series, Class or Tranche of Notes at
the applicable Legal Maturity Date;




          (c) a default in the performance, or breach, of any covenant or warranty of the Issuer in this
Indenture in respect of the Notes of such Series, Class or Tranche (other than a covenant or
warranty in respect of the Notes of such Series, Class or Tranche a default in the performance of
which or the breach of which is elsewhere in this Section 7.01 specifically dealt with),
all of such covenants and warranties in this Indenture which are not expressly stated to be for the
benefit of a particular Series, Class and Tranche of Notes being deemed to be in respect of the
Notes of all Series, Classes or Tranches for this purpose, and continuance of such default or
breach for a period of 90 days after there has been given, by registered or certified mail, to the
Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at
least 25% of the aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of the
affected Series, Class or Tranche, a written notice specifying such default or breach and
requesting it to be remedied and stating that such notice is a “Notice of Default” hereunder and,
as a result of such default, the interests of the Holders of the Notes of such Series, Class or
Tranche are materially and adversely affected and continue to be materially and adversely affected
during the 90-day period;




          (d) (i) the Issuer shall file a petition or commence a proceeding (A) to take advantage of any
bankruptcy, conservatorship, receivership, insolvency, or similar laws or (B) for the appointment
of a trustee, conservator, receiver, liquidator, or similar official for or relating to the Issuer
or all or substantially all of its property, (ii) the Issuer shall consent or fail to object to any
such petition filed or proceeding commenced against or with respect to it or all or substantially
all of its property, or any such petition or proceeding shall not have been dismissed or stayed
within 90 days of its filing or commencement, or a court, agency, or other




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supervisory authority with jurisdiction shall have decreed or ordered relief with respect to
any such petition or proceeding, (iii) the Issuer shall admit in writing its inability to pay its
debts generally as they become due, (iv) the Issuer shall make an assignment for the benefit of its
creditors, or (v) the Issuer shall voluntarily suspend payment of its obligations; or




          (e) with respect to any such Series, Class or Tranche, any additional Event of Default
specified in the Indenture Supplement for such Series, Class or Tranche of Notes as applying to
such Series, Class or Tranche, or specified in the form of Note for such Series, Class or Tranche.




          Section 7.02 Acceleration of Maturity; Rescission and Annulment. (a) If an Event of
Default described in clause (a), (b), (c) or (e) (if the Event of Default under clause (c) or (e)
is with respect to less than all Series, Classes and Tranches of Notes then Outstanding) of
Section 7.01 occurs and is continuing with respect to any Series, Class or Tranche, then
and in each and every such case, unless the principal of all the Notes of such Series, Class or
Tranche shall have already become due and payable, either the Indenture Trustee or the Holders of
more than 66-2/3% of the Outstanding Dollar Principal Amount of the Notes of such Series, Class or
Tranche then Outstanding hereunder (each such Series, Class or Tranche acting as a separate Class),
by notice in writing to the Issuer (and to the Indenture Trustee if given by the Holders), may
declare the Outstanding Dollar Principal Amount of all the Outstanding Notes of such Series, Class
or Tranche and all interest accrued or principal accreted and unpaid (if any) thereon to be due and
payable immediately, and upon any such declaration the same will become and will be immediately due
and payable, anything in this Indenture, the related Indenture Supplement or in the Notes of such
Series, Class or Tranche to the contrary notwithstanding. Such payments are subject to the
allocation provisions of the Transfer and Servicing Agreement and the allocation, deposits and
payment sections of the related Indenture Supplement.




          (b) If an Event of Default described in clause (c) or (e) of Section 7.01 occurs with
respect to all Series, Classes and Tranches of Outstanding Notes and is continuing, then and in
each and every such case, unless the principal of all the Notes shall have already become due and
payable, either the Indenture Trustee or the Holders of more than 66-2/3% of the Outstanding Dollar
Principal Amount of all the Outstanding Notes hereunder (treated as one Class), by notice in
writing to the Issuer (and to the Indenture Trustee if given by Holders), may declare the
Outstanding Dollar Principal Amount of all the Notes then Outstanding and all interest accrued or
principal accreted and unpaid (if any) thereon to be due and payable immediately, and upon any such
declaration the same will become and will be immediately due and payable, notwithstanding anything
in this Indenture, the related Indenture Supplements or the Notes to the contrary.




          (c) If an Event of Default described in clause (d) of Section 7.01 occurs and is
continuing, then the Notes of all Series, Classes and Tranches will automatically be and become
immediately due and payable by the Issuer, without notice or demand to any Person, and the Issuer
will automatically and immediately be obligated to pay off the Notes.




          At any time after such a declaration of acceleration has been made or an automatic
acceleration has occurred with respect to the Notes of any Series, Class or Tranche and before a
judgment or decree for payment of the money due has been obtained by the Indenture



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Trustee as hereinafter in this Article VII provided, the Holders of more than 66-2/3%
of the Outstanding Dollar Principal Amount of such Series, Classes or Tranches, by written notice
to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its
consequences if:





          (i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay
(A) all overdue installments of interest on the Notes of such Series, Class or Tranche, (B)
the principal of any Notes of such Series, Class or Tranche which have become due otherwise
than by such declaration of acceleration, and interest thereon at the rate or rates
prescribed therefor by the terms of the Notes of such Series, Class or Tranche, to the
extent that payment of such interest is lawful, (C) interest upon overdue installments of
interest at the rate or rates prescribed therefor by the terms of the Notes of such Series,
Class or Tranche to the extent that payment of such interest is lawful, and (D) all sums
paid by the Indenture Trustee hereunder and the reasonable compensation, expenses and
disbursements of the Indenture Trustee, its agents and counsel and all other amounts due to
the Indenture Trustee under Section 8.07; and




          (ii) all Events of Default with respect to such Series, Class or Tranche of Notes,
other than the nonpayment of the principal of the Notes of such Series, Class or Tranche
which has become due solely by such acceleration, have been cured or waived as provided in
Section 7.16.



          No such rescission will affect any subsequent default or impair any right consequent thereon.




          Section 7.03 Collection of Indebtedness and Suits for Enforcement by Indenture
Trustee. The Issuer covenants that if:




          (a) the Issuer defaults in the payment of interest on any Series, Class or Tranche of Notes
when such interest becomes due and payable and such default continues for a period of 35 days
following the date on which such interest became due and payable, or




          (b) the Issuer defaults in the payment of the Stated Principal Amount of any Series, Class or
Tranche of Notes on the Legal Maturity Date thereof;



the Issuer will, upon demand of the Indenture Trustee, pay (subject to the allocation provided in
this Article VII and any related Indenture Supplement) to the Indenture Trustee, for the
benefit of the Holders of any such Notes of the affected Series, Class or Tranche, the whole amount
then due and payable on any such Notes for principal and interest, with interest, to the extent
that payment of such interest will be legally enforceable, upon the overdue principal and upon
overdue installments of interest, (i) in the case of Interest-bearing Notes, at the rate of
interest applicable to the Stated Principal Amount thereof, unless otherwise specified in the
applicable Indenture Supplement; and (ii) in the case of Discount Notes, as specified in the
applicable Indenture Supplement, and in addition thereto, will pay such further amount as will be
sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other
amounts due to the Indenture Trustee under Section 8.07.




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          If the Issuer fails to pay such amounts forthwith upon such demand, the Indenture Trustee may,
in its own name and as trustee of an express trust, institute a judicial proceeding for the
collection of the sums so due and unpaid, and may directly prosecute such proceeding to judgment or
final decree, and the Indenture Trustee may enforce the same against the Issuer or any other
obligor upon the Notes of such Series, Class or Tranche and collect the money adjudged or decreed
to be payable in the manner provided by law out of the Collateral or any other obligor upon such
Notes, wherever situated.




          Section 7.04 Indenture Trustee May File Proofs of Claim. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy or other similar proceeding relative to the
Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor,
the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and
payable as therein expressed or by declaration or otherwise) will be entitled and empowered by
intervention in such proceeding or otherwise:





          (i) to file and prove a claim 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 and advisable in order to have the claims of the Indenture Trustee (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee, its agents and counsel and all other amounts due the Indenture Trustee under
Section 8.07 and of the Noteholders allowed in such judicial proceeding, and




          (ii) to collect and receive any funds or other property payable or deliverable on any
such claims and to distribute the same;


and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is
hereby authorized by each Noteholder to make such payment to the Indenture Trustee, and in the
event that the Indenture Trustee will consent to the making of such payments directly to the
Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any
other amounts due the Indenture Trustee under Section 8.07.




          Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or
consent to 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.




          Section 7.05 Indenture Trustee May Enforce Claims Without Possession of Notes. All
rights of action and claims under this Indenture or the Notes of any Series, Class or Tranche may
be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes of
such Series, Class or Tranche or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Indenture Trustee will be brought in its own name as trustee of
an express trust, and any recovery of judgment will, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Indenture




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Trustee and its respective agents and counsel, be for the ratable benefit of the Holders of
the Notes of the Series, Class or Tranche in respect of which such judgment has been recovered.




          Section 7.06 Application of Money Collected. Any money or other property collected by
the Indenture Trustee with respect to a Series, Class or Tranche of Notes pursuant to this
Article VII will be applied in the following order, at the date or dates fixed by the
Indenture Trustee and, in case of the distribution of such money on account of principal or
interest, upon presentation of the Notes of such Series, Class or Tranche and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:




          (a) first, to the payment of all amounts due the Indenture Trustee under subsection
8.07(a);




          (b) second, to the payment of the amounts then due and unpaid upon the Notes of that Series,
Class or Tranche for principal and interest, in respect of which or for the benefit of which such
money has been collected, ratably, without preference or priority of any kind (but subject to the
allocation provided in the relevant allocation provisions of the Transfer and Servicing Agreement
and the related Indenture Supplement), according to the amounts due and payable on such Notes for
principal and interest, respectively; and




          (c) third, to pay any servicing fee and any other fees or expenses then owing for that Series,
Class or Tranche of Notes; and




          (d) fourth, to the Issuer.




          Section 7.07 Indenture Trustee May Elect to Hold the Collateral. Following an
acceleration of any Series, Class or Tranche of Notes, the Indenture Trustee may elect to continue
to hold the Collateral and apply distributions on the Collateral in accordance with the regular
distribution provisions pursuant to the relevant allocation provisions of the Transfer and
Servicing Agreement, except that principal will be paid on the accelerated Series, Class or Tranche
of Notes to the extent funds are received and allocated to the accelerated Series, Class or Tranche
of Notes, and payment is permitted by the subordination provisions of the accelerated Series, Class
or Tranche of Notes.




          Section 7.08 Sale of Collateral for Accelerated Notes. In the case of a Series, Class
or Tranche of Notes that has been accelerated following an Event of Default, the Indenture Trustee
may, and at the direction of the Holders of more than 66-2/3% of the Outstanding Dollar Principal
Amount of that Series, Class or Tranche of Notes will, cause the Issuer to sell Collateral as
provided in the related Indenture Supplement.




          Section 7.09 Noteholders Have the Right to Direct the Time, Method and Place of Conducting
Any Proceeding for Any Remedy Available to the Indenture Trustee. The Holders of more than
66-2/3% of the Outstanding Dollar Principal Amount of any accelerated Series, Class or Tranche of
Notes have the right to direct the time, method and place of conducting any proceeding for any
remedy available to the Indenture Trustee, or exercising any trust or power conferred on the
Indenture Trustee. This right may be exercised only if the Indenture Trustee, being advised by
counsel and provided with an Opinion of Counsel upon which it may conclusively rely, determines
that the direction provided by the Noteholders does




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not conflict with applicable law or this Indenture and does not have a substantial likelihood
of involving the Indenture Trustee in personal liability.




          Section 7.10 Limitation on Suits. To the fullest extent permitted by applicable law,
no Holder of any Note of any Series, Class or Tranche will have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a
receiver or trustee or similar official, 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 with respect to Notes of such Series, Class or Tranche;




          (b) the Holders of more than 66-2/3% in Outstanding Dollar Principal Amount of the Outstanding
Notes of such Series, Class or Tranche have made written request to the Indenture Trustee to
institute proceedings in respect of such Event of Default in the name of the Indenture Trustee
hereunder;




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




          (d) the Indenture Trustee, for 60 days after the Indenture Trustee has received such notice,
request and offer of indemnity has failed to institute any such proceeding;




          it being understood and intended that no one or more Holders of Notes of such Series, Class or
Tranche will have any right in any manner whatsoever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes of such
Series, Class or Tranche, or to obtain or to seek to obtain priority or preference over any other
such Holders or to enforce any right under this Indenture, except in the manner herein provided and
for the equal and proportionate benefit of all the Holders of all Notes of such Series, Class or
Tranche.




          Section 7.11 Unconditional Right of Noteholders to Receive Principal and Interest; Limited
Recourse. Notwithstanding any other provisions in this Indenture, the Holder of any Note will
have the right, which is absolute and unconditional, to receive payment of the principal of and
interest on such Note on the Legal Maturity Date expressed in the related Indenture Supplement and
to institute suit for the enforcement of any such payment, and such right will not be impaired
without the consent of such Holder; provided, however, that notwithstanding any other provision of
this Indenture to the contrary, the obligation to pay principal of or interest on the Notes or any
other amount payable to any Noteholder will be without recourse to the Transferor, the Indenture
Trustee, the Owner Trustee or any Affiliate, officer, employee, member or director of any of them,
and the obligation of the Issuer to pay principal of or interest on the Notes or any other amount
payable to any Noteholder will be subject to the allocation and payment provisions of the Transfer
and Servicing Agreement and the applicable Indenture Supplements and limited to amounts available
from the Collateral.




          Section 7.12 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, then and in every such




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case the Issuer, the Indenture Trustee and the Noteholders will, 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 will continue as
though no such proceeding had been instituted.




          Section 7.13 Rights and Remedies Cumulative. No right or remedy herein conferred upon
or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other
right or remedy, and every right and remedy will, 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, will not prevent the concurrent assertion or employment of any other appropriate right
or remedy.




          Section 7.14 Delay or Omission Not Waiver. No delay or omission of the Indenture
Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of
Default will impair any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article VII or by law to the
Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be
deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.




          Section 7.15 Control by Noteholders. Holders of more than 66-2/3% of the Outstanding
Dollar Principal Amount of any affected Series, Class or Tranche will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to the Indenture
Trustee, or exercising any trust or power conferred on the Indenture Trustee with respect to the
Notes of such Series, Class or Tranche, provided that:




          (a) the Indenture Trustee will have the right to decline to follow any such direction if the
Indenture Trustee, being advised by counsel, determines that the Action so directed may not
lawfully be taken or would conflict with this Indenture or if the Indenture Trustee in good faith
determines that the proceedings so directed would involve it in personal liability or be unjustly
prejudicial to the Holders not taking part in such direction, and




          (b) the Indenture Trustee may take any other action permitted hereunder deemed proper by the
Indenture Trustee which is not inconsistent with such direction.




          Section 7.16 Waiver of Past Defaults. Holders of more than 66-2/3% of the Outstanding
Dollar Principal Amount of any Series, Class or Tranche may on behalf of the Holders of all the
Notes of such Series, Class or Tranche waive any past default hereunder or under the related
Indenture Supplement with respect to such Series, Class or Tranche and its consequences, except a
default not theretofore cured in the payment of the principal of or interest on any Note of such
Series, Class or Tranche.




     The consent of the Holders of all Outstanding Notes of a Series, Class or Tranche is required
to waive any past default hereunder or under the related Indenture Supplement with respect to such
Series, Class or Tranche and its consequences, except a default not theretofore cured in respect of
a covenant or provision hereof which under Article X cannot be modified or



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amended without the consent of the Holder of each Outstanding Note of such Series, Class or
Tranche.



          Upon any such waiver, such default will cease to exist, and any Event of Default arising
therefrom will be deemed to have been cured, for every purpose of this Indenture; but no such
waiver will extend to any subsequent or other default or impair any right consequent thereon.




          Section 7.17 Undertaking for Costs. All parties to this Indenture agree, and each
Holder of any Note by his or her acceptance thereof will 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 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 and expenses, against any party litigant in such suit, having due regard
to the merits and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 7.17 will not apply to any suit instituted by the Indenture
Trustee, to any suit instituted by any Noteholder, or group of Noteholders, holding in the
aggregate more than 25% in Outstanding Dollar Principal Amount of the Outstanding Notes of any
Series, Class or Tranche to which the suit relates, or to any suit instituted by any Noteholders
for the enforcement of the payment of the principal of or interest on any Note on or after the
applicable Legal Maturity Date expressed in such Note.




          Section 7.18 Waiver of Stay or Extension Laws. The Issuer covenants (to the extent
that it may lawfully do so) that it will 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, which 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 will 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.




[END OF ARTICLE VII]




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ARTICLE VIII




THE INDENTURE TRUSTEE




          Section 8.01 Certain Duties and Responsibilities. (a) The Indenture Trustee
undertakes to perform such duties and only such duties as are specifically set forth in this
Indenture with respect to the Notes of any Series, Class or Tranche, and no implied covenants or
obligations will be read into this Indenture against the Indenture Trustee.




          (b) In the absence of bad faith on its part, the Indenture Trustee may, with respect to Notes
of any Series, Class or Tranche, conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the
Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions which by any provision hereof are specifically required to be furnished to
the Indenture Trustee, the Indenture Trustee will be under a duty to examine the same to determine
whether or not they substantially conform to the requirements of this Indenture (but need not
confirm or investigate the accuracy of any mathematical calculations or other facts stated
therein).




          (c) In case an Event of Default with respect to any Series, Class or Tranche of Notes has
occurred and is continuing, the Indenture Trustee will exercise with respect to the Notes of such
Series, Class or Tranche such of 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.




          (d) No provision of this Indenture will be construed to relieve the Indenture Trustee from
liability for its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:





          (i) this subsection (d) will not be construed to limit the effect of
subsection (a) of this Section 8.01;




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




          (iii) the Indenture Trustee will not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the Holders of
more than 66-2/3% of the Outstanding Dollar Principal Amount of any Series, Class or Tranche
relating to the time, method and place of conducting any proceeding for any remedy available
to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture
Trustee, under this Indenture with respect to the Notes of such Series, Class or Tranche;
and




          (iv) no provision of this Indenture will require the Indenture Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance



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of any of its duties hereunder, or in the exercise of any of its rights or powers, if
it will have reasonable grounds for believing that repayment of such funds or indemnity
satisfactory to the Indenture Trustee against such risk or liability is not reasonably
assured to it.



          (e) Whether or not therein expressly so provided, every provision of this Indenture relating
to the conduct or affecting the liability of or affording protection to the Indenture Trustee will
be subject to the provisions of this Section 8.01.




          Section 8.02 Notice of Defaults. Within 90 days after the occurrence of any default
hereunder with respect to Notes of any Series, Class or Tranche:




          (a) the Indenture Trustee will transmit by mail to all Registered Noteholders of such Series,
Class or Tranche, as their names and addresses appear in the Note Register, notice of such default
hereunder known to the Indenture Trustee,




          (b) the Indenture Trustee will notify all Holders of Bearer Notes of such Series, Class or
Tranche, by publication of notice of such default in an Authorized Newspaper, or as otherwise
provided in the applicable Indenture Supplement, and




          (c) the Indenture Trustee will give prompt written notification thereof to the Note Rating
Agencies, unless such default will have been cured or waived;



provided, however, that, except in the case of a default in the payment of the
principal of or interest on any Note of such Series, Class or Tranche, the Indenture Trustee will
be protected in withholding such notice if and so long as an Indenture Trustee Authorized Officer
in good faith determines that the withholding of such notice is in the interests of the Noteholders
of such Series, Class or Tranche. For the purpose of this Section 8.02, the term
“default,” with respect to Notes of any Series, Class or Tranche, means any event which is, or
after notice or lapse of time or both would become, an Event of Default with respect to Notes of
such Series, Class or Tranche.




          Section 8.03 Certain Rights of Indenture Trustee. Except as otherwise provided in
Section 8.01:




          (a) the Indenture Trustee may conclusively rely and will be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document (whether in its
original or facsimile form) believed by it to be genuine and to have been signed or presented by
the proper party or parties;




          (b) whenever in the administration of this Indenture the Indenture Trustee will deem it
desirable that a matter be proved or established before taking, suffering or omitting any action
hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in
the absence of bad faith on its part, rely upon an Officer’s Certificate;




          (c) the Indenture Trustee may consult with counsel of its own selection and the advice of such
counsel or any Opinion of Counsel will be full and complete authorization and



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protection in respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon;




          (d) the Indenture Trustee will 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 reasonably satisfactory to it against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;




          (e) the Indenture Trustee will not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document, but the Indenture
Trustee, in its discretion, may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Indenture Trustee will determine to make such further
inquiry or investigation, it will be entitled to examine the books, records and premises of the
Issuer, personally or by agent or attorney;




          (f) 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 and the Indenture Trustee
will not be responsible for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it hereunder;




          (g) the Indenture Trustee will not be responsible for filing any financing statements or
continuation statements in connection with the Notes, but will cooperate with the Issuer in
connection with the filing of such financing statements or amendments to such financing statements;




          (h) the Indenture Trustee shall not be deemed to have notice of any default (including any
Servicer Default under the Transfer and Servicing Agreement) or Event of Default unless an
Indenture Trustee Authorized Officer has actual knowledge thereof or unless written notice of any
event which is in fact such a default is received by the Indenture Trustee at the Corporate Trust
Office of the Indenture Trustee, and such notice references the Notes and this Indenture;




          (i) the rights, privileges, protections, immunities and benefits given to the Indenture
Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent,
custodian and other person employed to act hereunder; and




          (j) the Indenture Trustee shall not be liable for any action taken, suffered or omitted to be
taken by it in good faith and reasonably believed by it to be authorized or within the discretion
or rights or powers conferred upon it by this Indenture.




          Section 8.04 Not Responsible for Recitals or Issuance of Notes. The recitals
contained herein and in the Notes, except the certificates of authentication, will be taken as the
statements of the Issuer, and the Indenture Trustee assumes no responsibility for their
correctness. The Indenture Trustee makes no representations as to the validity or sufficiency of



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this Indenture or of the Notes. The Indenture Trustee will not be accountable for the use or
application by the Issuer of Notes or the proceeds thereof.




          Section 8.05 May Hold Notes. The Indenture Trustee, any Paying Agent, the Note
Registrar or any other agent of the Issuer, in its individual or any other capacity, may become the
owner or pledgee of Notes and, subject to Sections 8.08 and 8.13, may otherwise
deal with the Issuer with the same rights it would have if it were not Indenture Trustee, Paying
Agent, Note Registrar or such other agent.




          Section 8.06 Money Held in Trust. Money held by the Indenture Trustee in trust
hereunder need not be segregated from other funds except to the extent required by law. The
Indenture Trustee will be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Issuer.




          Section 8.07 Compensation and Reimbursement; Limit on Compensation Reimbursement and
Indemnity. (a) The Issuer agrees:





          (i) to pay to the Indenture Trustee from time to time reasonable compensation (or, for
so long as The Bank of New York is the Indenture Trustee, such amount as has been mutually
agreed upon in writing) for all services rendered by it hereunder (which compensation will
not be limited by any provision of law in regard to the compensation of a trustee of an
express trust);




          (ii) except as otherwise expressly provided herein, to reimburse the Indenture Trustee
upon its request for all reasonable expenses, disbursements and advances incurred or made by
the Indenture Trustee in accordance with any provision of this Indenture (including the
reasonable compensation and the reasonable expenses and disbursements of its agents and
counsel), except any such expense, disbursement or advance as may be attributable to its own
negligence or bad faith; and




          (iii) to indemnify the Indenture Trustee for, and to hold it harmless against, any and
all loss, liability, expense, claim, damage or injury incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or administration of
this trust, including the costs and expenses of defending itself against any claim or
liability (whether asserted by the Issuer, the Servicer, any Holder or any other Person) in
connection with the exercise or performance of any of its powers or duties hereunder.



          The Indenture Trustee will have no recourse to any asset of the Issuer other than funds
available pursuant to Section 7.06 or to any Person other than the Issuer. Except as
specified in Section 7.06, any such payment to the Indenture Trustee shall be subordinate
to payments to be made to Noteholders.




          (b) This Section 8.07 will survive the termination of this Indenture and the
resignation or replacement of the Indenture Trustee under Section 8.10.




          Section 8.08 Disqualification; Conflicting Interests. If the Indenture Trustee has or
will acquire a conflicting interest within the meaning of the Trust Indenture Act, the Indenture



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Trustee will, if so required by the Trust Indenture Act, either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust
Indenture Act and this Indenture. Nothing herein will prevent the Indenture Trustee from filing
with the Commission the application referred to in the second to last paragraph of Section 310(b)
of the Trust Indenture Act.




          Section 8.09 Corporate Indenture Trustee Required; Eligibility. There will at all
times be an Indenture Trustee hereunder with respect to each Series, Class or Tranche of Notes,
which will be either a bank or a corporation organized and doing business under the laws of the
United States of America or of any state, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or
examination by federal or state authority, and having a rating of at least “Baa3” by Moody’s and
“BBB-” by Standard & Poor’s. If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 8.09, the combined capital and surplus of such corporation
will be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. The Issuer may not, nor may any Person directly or indirectly controlling,
controlled by, or under common control with the Issuer, serve as Indenture Trustee. If at any time
the Indenture Trustee with respect to any Series, Class or Tranche of Notes will cease to be
eligible in accordance with the provisions of this Section 8.09, it will resign immediately
in the manner and with the effect hereinafter specified in this Article VIII.




          Section 8.10 Resignation and Removal; Appointment of Successor. (a) No resignation
or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee pursuant to
this Article VIII will become effective until the acceptance of appointment by the
successor Indenture Trustee under Section 8.11.




          (b) The Indenture Trustee may resign with respect to any Series, Class or Tranche of Notes at
any time by giving written notice thereof to the Issuer. If an instrument of acceptance by a
successor Indenture Trustee shall not have been delivered to the Indenture Trustee within 30 days
after the giving of such notice of resignation, the resigning Indenture Trustee may petition any
court of competent jurisdiction for the appointment of a successor Indenture Trustee.




          (c) The Indenture Trustee may be removed with respect to any Series, Class or Tranche of Notes
at any time by Action of the Majority Holders of that Series, Class or Tranche, delivered to the
Indenture Trustee and to the Issuer. If an instrument of acceptance by a successor Indenture
Trustee shall not have been delivered to the Indenture Trustee within 30 days after the giving of
such notice of removal, the Indenture Trustee being removed may petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee.




          (d) If at any time:





          (i) the Indenture Trustee fails to comply with Section 310(b) of the Trust Indenture
Act with respect to any Series, Class or Tranche of Notes after written request therefor by
the Issuer or by any Noteholder who has been a bona fide Holder of a Note of that Series,
Class or Tranche for at least 6 months, or



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          (ii) the Indenture Trustee ceases to be eligible under Section 8.09 with
respect to any Series, Class or Tranche of Notes and fails to resign after written request
therefor by the Issuer or by any such Noteholder, or




          (iii) the Indenture Trustee becomes incapable of acting with respect to any Series,
Class or Tranche of Notes, or




          (iv) the Indenture Trustee is adjudged bankrupt or insolvent or a receiver of the
Indenture Trustee or of its property is appointed or any public officer takes charge or
control of the Indenture Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,


then, in any such case, (A) the Issuer may remove the Indenture Trustee, with respect to the
Series, Class or Tranche, or in the case of clause (iv), with respect to all Series, Classes or
Tranches, or (B) subject to Section 7.17, any Noteholder who has been a bona fide Holder of
a Note of such Series, Class and Tranche for at least 6 months may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for the removal of the
Indenture Trustee with respect to such Series, Class or Tranche and the appointment of a successor
Indenture Trustee with respect to the Series, Class or Tranche, or, in the case of clause (iv),
with respect to all Series, Classes and Tranches.




          (e) If the Indenture Trustee resigns, is removed or becomes incapable of acting with respect
to any Series, Class or Tranche of Notes, or if a vacancy shall occur in the office of the
Indenture Trustee with respect to any Series, Class or Tranche of Notes for any cause, the Issuer
will promptly appoint a successor Indenture Trustee for that Series, Class or Tranche of Notes.
If, within one year after such resignation, removal or incapacity, or the occurrence of such
vacancy, a successor Indenture Trustee with respect to such Series, Class or Tranche of Notes is
appointed by Act of the Majority Holders of such Series, Class or Tranche delivered to the Issuer
and the retiring Indenture Trustee, the successor Indenture Trustee so appointed will, forthwith
upon its acceptance of such appointment, become the successor Indenture Trustee with respect to
such Series, Class or Tranche and supersede the successor Indenture Trustee appointed by the Issuer
with respect to such Series, Class or Tranche of Notes. If no successor Indenture Trustee with
respect to such Series, Class or Tranche of Notes shall have been so appointed by the Issuer or the
Noteholders of such Series, Class or Tranche and accepted appointment in the manner hereinafter
provided, any Noteholder who has been a bona fide Holder of a Note of such Series, Class or Tranche
for at least 6 months may, on behalf of itself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor Indenture Trustee with respect
to such Series, Class or Tranche of Notes.




          (f) The Issuer will give written notice of each resignation and each removal of the Indenture
Trustee with respect to any Series, Class or Tranche of Notes and each appointment of a successor
Indenture Trustee with respect to any Series, Class or Tranche to each Noteholder as provided in
Section 1.06 and to each Note Rating Agency. To facilitate delivery of such notice, upon
request by the Issuer, the Note Registrar shall provide to the Issuer a list of the relevant
Registered Noteholders. Each notice will include the name of the successor Indenture Trustee and
the address of its principal Corporate Trust Office.




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          Section 8.11 Acceptance of Appointment by Successor. Every successor Indenture
Trustee appointed hereunder will execute, acknowledge and deliver to the Issuer and to the
predecessor Indenture Trustee an instrument accepting such appointment, with a copy to the Note
Rating Agencies, and thereupon the resignation or removal of the predecessor Indenture Trustee will
become effective with respect to any Series, Class or Tranche as to which it is resigning or being
removed as Indenture Trustee, and such successor Indenture Trustee, without any further act, deed
or conveyance, will become vested with all the rights, powers, trusts and duties of the predecessor
Indenture Trustee with respect to any such Series, Class or Tranche; but, on request of the Issuer
or the successor Indenture Trustee, such predecessor Indenture Trustee will, upon payment of its
reasonable charges, if any, execute and deliver an instrument transferring to such successor
Indenture Trustee all the rights, powers and trusts of the predecessor Indenture Trustee, and will
duly assign, transfer and deliver to such successor Indenture Trustee all property and money held
by such predecessor Indenture Trustee hereunder with respect to all or any such Series, Class or
Tranche, subject nevertheless to its lien, if any, provided for in Section 8.07. Upon
request of any such successor Indenture Trustee, the Issuer will execute any and all instruments
for more fully and certainly vesting in and confirming to such successor Indenture Trustee all such
rights, powers and trusts.




          In case of the appointment hereunder of a successor Indenture Trustee with respect to the
Notes of one or more (but not all) Series, Classes or Tranches, the Issuer, the predecessor
Indenture Trustee and each successor Indenture Trustee with respect to the Notes of any applicable
Series, Class or Tranche will execute and deliver an Indenture Supplement which will contain such
provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the predecessor Indenture Trustee with respect to the Notes of any Series, Class or
Tranche as to which the predecessor Indenture Trustee is not being succeeded will continue to be
vested in the predecessor Indenture Trustee, and will 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
Indenture Supplement will constitute such Indenture Trustees co-trustees of the same trust and that
each such Indenture Trustee will be Indenture Trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such Indenture Trustee.




          No successor Indenture Trustee with respect to any Series, Class or Tranche of Notes will
accept its appointment unless at the time of such acceptance such successor Indenture Trustee will
be qualified and eligible under this Article VIII.




          Section 8.12 Merger, Conversion, Consolidation or Succession to Business. Any
corporation into which the Indenture Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Indenture Trustee shall be a party, or any corporation succeeding to all or substantially all
of the corporate trust business of the Indenture Trustee, will be the successor of the Indenture
Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this
Article VIII, without the execution or filing of any paper or any further act on the part
of any of the parties hereto. The Indenture Trustee shall give prompt written notice of such
merger, conversion, consolidation or succession to the Issuer and the Note Rating Agencies. In
case any Notes shall have been authenticated, but not delivered, by the Indenture Trustee then



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in office, any successor by merger, conversion or consolidation to such authenticating
Indenture Trustee may adopt such authentication and deliver the Notes so authenticated with the
same effect as if such successor Indenture Trustee had itself authenticated such Notes.




          Section 8.13 Preferential Collection of Claims Against Issuer. If and when the
Indenture Trustee shall be or become a creditor of the Issuer (or any other obligor upon the
Notes), the Indenture Trustee will be subject to the provisions of Section 311 of the Trust
Indenture Act. An Indenture Trustee who has resigned or been removed will be subject to Section
311(a) of the Trust Indenture Act to the extent provided therein.




          Section 8.14 Appointment of Authenticating Agent. At any time when any of the Notes
remain Outstanding the Indenture Trustee, with the approval of the Issuer, may appoint an
Authenticating Agent or Agents with respect to one or more Series, Classes or Tranches of Notes
which will be authorized to act on behalf of the Indenture Trustee to authenticate Notes of such
Series, Classes or Tranches issued upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 4.06, and Notes so authenticated will be entitled to the
benefits of this Indenture and will be valid and obligatory for all purposes as if authenticated by
the Indenture Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Notes by the Indenture Trustee or the Indenture Trustee’s
Certificate of Authentication, such reference will be deemed to include authentication and delivery
on behalf of the Indenture Trustee by an Authenticating Agent and a Certificate of Authentication
executed on behalf of the Indenture Trustee by an Authenticating Agent. Each Authenticating Agent
will be acceptable to the Issuer and will at all times be a corporation organized and doing
business under the laws of the United States of America, any state thereof or the District of
Columbia, authorized under such laws to act as an Authenticating Agent, having a combined capital
and surplus of not less than $50,000,000 and, if other than the Issuer itself, subject to
supervision or examination by federal or state authority. If such Authenticating Agent publishes
reports of condition at least annually, pursuant to law or to the requirements of said supervising
or examining authority, then for the purposes of this Section 8.14, the combined capital
and surplus of such Authenticating Agent will be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an Authenticating
Agent will cease to be eligible in accordance with the provisions of this Section 8.14,
such Authenticating Agent will resign immediately in the manner and with the effect specified in
this Section 8.14. The initial Authenticating Agent for the Notes of all Series, Classes
and Tranches will be The Bank of New York.




          Any corporation into which an Authenticating Agent may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or consolidation to
which such Authenticating Agent will be a party, or any corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, will continue to be an
Authenticating Agent, provided such corporation will be otherwise eligible under this Section
8.14, without the execution or filing of any paper or any further act on the part of the
Indenture Trustee or the Authenticating Agent.




          An Authenticating Agent may resign at any time by giving written notice thereof to the
Indenture Trustee and to the Issuer. The Indenture Trustee may at any time terminate the agency of
an Authenticating Agent by giving written notice thereof to such Authenticating Agent



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and to the Issuer. Upon receiving such a notice of resignation or upon such a termination, or
in case at any time such Authenticating Agent will cease to be eligible in accordance with the
provisions of this Section 8.14, the Indenture Trustee, with the approval of the Issuer,
may appoint a successor Authenticating Agent which will be acceptable to the Issuer and will give
notice to each Noteholder as provided in Section 1.06. Any successor Authenticating Agent
upon acceptance of its appointment hereunder will become vested with all the rights, powers and
duties of its predecessor hereunder, with like effect as if originally named as an Authenticating
Agent. No successor Authenticating Agent will be appointed unless eligible under the provisions of
this Section 8.14.




          The Indenture Trustee agrees to pay to each Authenticating Agent (other than an Authenticating
Agent appointed at the request of the Issuer from time to time) reasonable compensation for its
services under this Section 8.14, and the Indenture Trustee will be entitled to be
reimbursed for such payments, subject to the provisions of Section 8.07.




          If an appointment with respect to one or more Series, Classes or Tranches is made pursuant to
this Section 8.14, the Notes of such Series, Classes or Tranches may have endorsed thereon,
in addition to the Indenture Trustee’s Certificate of Authentication, an alternate Certificate of
Authentication in the following form:




          This is one of the Notes of the Series, Classes or Tranches designated therein referred to in
the within-mentioned Indenture.




	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Indenture Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

 As Authenticating Agent
	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	  Authorized Signatory	 	 






          Section 8.15 Tax Returns. In the event that the Issuer shall be required to file tax
returns, the Administrator shall prepare or shall cause to be prepared such tax returns and shall
provide such tax returns to the Owner Trustee or the Beneficiary for signature at least 5 days
before such tax returns are due to be filed. The Issuer, in accordance with the terms of each
Indenture Supplement, shall also prepare or shall cause to be prepared all tax information required
by law to be distributed to Noteholders and shall deliver such information to the Indenture Trustee
at least five days prior to the date it is required by law to be distributed to Noteholders. The
Indenture Trustee, upon written request, will furnish the Administrator with all such information
known to the Indenture Trustee as may be reasonably requested and required in connection with the
preparation of all tax returns of the Issuer, and shall, upon request, execute such returns. In no
event shall the Administrator, the Indenture Trustee or the Owner Trustee be personally liable for
any liabilities, costs or expenses of the Issuer or any Noteholder arising under any tax law,
including without limitation, federal, state or local income or excise taxes or any other tax
imposed on or measured by income (or any interest or penalty with respect thereto arising from a
failure to comply therewith).




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          Section 8.16 Representations and Covenants of the Indenture Trustee. The Indenture
Trustee represents, warrants and covenants that





          (i) The Indenture Trustee is a banking corporation duly organized and validly existing
under the laws of the State of New York;




          (ii) The Indenture Trustee has full power and authority to deliver and perform this
Indenture and has taken all necessary action to authorize the execution, delivery and
performance by it of this Indenture and other documents to which it is a party; and




          (iii) Each of this Indenture and the other documents to which it is a party has been
duly executed and delivered by the Indenture Trustee and constitutes its legal, valid and
binding obligation in accordance with its terms.



          Section 8.17 Indenture Trustee’s Application for Instructions from the Issuer. Any
application by the Indenture Trustee for written instructions from the Issuer may, at the option of
the Indenture Trustee, set forth in writing any action proposed to be taken or omitted by the
Indenture Trustee under and in accordance with this Indenture and the date on and/or after which
such action shall be taken or such omission shall be effective; provided that such application
shall make specific reference to this Section 8.17. The Indenture Trustee shall not be
liable for any action taken by, or omission of, the Indenture Trustee in accordance with a proposal
included in such application on or after the date specified in such application (which date shall
not be less than five Business Days after the date the Issuer actually receives such application,
unless the Issuer shall have consented in writing to any earlier date) unless prior to taking any
such action (or the effective date in the case of an omission), the Indenture Trustee shall have
received written instructions in response to such application specifying the action be taken or
omitted.




          Section 8.18 Appointment of Co-Trustee or Separate Indenture Trustee. (a)
Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any
legal requirements of any jurisdiction in which any part of the Trust Estate may at the time be
located, the Indenture Trustee shall have the power and shall execute and deliver all instruments,
subject to the prior written consent of the Transferor, which consent shall not be unreasonably
withheld, to appoint one or more Persons reasonably acceptable to the Issuer to act as a co-trustee
or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust Estate,
and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders,
such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this
Section 8.18, such powers, duties, obligations, rights and trusts as the Indenture Trustee
may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required
to meet the terms of eligibility as a successor trustee under Section 8.09 and no notice to
Noteholders of the appointment of any co-trustee or separate trustee shall be required under
Section 8.10.




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




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




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




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



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




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




          Section 8.19 Certain Securities Laws Covenants. The Indenture Trustee shall furnish
TRS, Centurion, FSB and the Transferor with any documents and information relating to the Indenture
Trustee necessary or appropriate to enable such parties to comply with the Securities Act and the
Securities Exchange Act, including the rules contained in 17 CFR Parts 210, 228, 229, 230, 232,
239, 240, 242, 245 and 249 (“Regulation AB”).




[END OF ARTICLE VIII]




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ARTICLE IX




NOTEHOLDERS’ MEETINGS, LISTS, REPORTS BY INDENTURE

TRUSTEE, ISSUER AND BENEFICIARY




          Section 9.01 Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders.
The Issuer will furnish or cause to be furnished to the Indenture Trustee:




          (a) not more than 15 days after each Record Date, in such form as the Indenture Trustee may
reasonably require, a list of the names and addresses of the Registered Noteholders of such Series,
Classes or Tranches as of such date, and




          (b) at such other times as the Indenture Trustee may request in writing, within 30 days after
the receipt by the Issuer of any such request, a list of similar form and content as of a date not
more than 15 days before the time such list is furnished;




provided, however, that so long as the Indenture Trustee is the Note Registrar, no
such list shall be required to be furnished.




          Section 9.02 Preservation of Information; Communications to Noteholders. (a) The
Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and
addresses of Registered Noteholders contained in the most recent list furnished to the Indenture
Trustee as provided in Section 9.01 and the names and addresses of Registered 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 Section 9.01 upon receipt of a new list so
furnished.




          (b) If three or more Holders of Notes of any Series, Class or Tranche (hereinafter referred to
as “applicants”) (or, if there are less than three such Holders, all of the Holders) apply in
writing to the Indenture Trustee, and furnish to the Indenture Trustee reasonable proof that each
such applicant has owned a Note of such Series, Class or Tranche for a period of at least six
months preceding the date of such application, and such application states that the applicants
desire to communicate with other Holders of Notes of such Series, Class or Tranche or with the
Holders of all Notes with respect to their rights under this Indenture or under such Notes and is
accompanied by a copy of the form of proxy or other communication which such applicants propose to
transmit, then the Indenture Trustee will, within five Business Days after the receipt of such
application, at its election, either:





          (i) afford such applicants access to the information preserved at the time by the
Indenture Trustee in accordance with subsection 9.02(a), or




          (ii) inform such applicants as to the approximate number of Holders of Notes of such
Series, Class or Tranche or all Notes, as the case may be, whose names and addresses appear
in the information preserved at the time by the Indenture Trustee in accordance with
subsection 9.02(a), and as to the approximate cost of mailing to such



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Noteholders the form of proxy or other communication, if any, specified in such
application.



          If the Indenture Trustee shall elect not to afford such applicants access to such information,
the Indenture Trustee shall, upon the written request of such applicants, mail to each Holder of a
Registered Note of such Series, Class or Tranche or to all Registered Noteholders, as the case may
be, whose names and addresses appear in the information preserved at the time by the Indenture
Trustee in accordance with subsection 9.02(a), a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness after a tender to the
Indenture Trustee of the material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless, within five days after such tender, the Indenture Trustee
shall mail to such applicants and file with the Commission, together with a copy of the material to
be mailed, a written statement to the effect that, in the opinion of the Indenture Trustee, such
mailing would be contrary to the best interests of the Holders of Notes of such Series, Class or
Tranche or all Noteholders, as the case may be, or would be in violation of applicable law. Such
written statement will specify the basis of such opinion. If the Commission, after opportunity for
a hearing upon the objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order sustaining one or
more of such objections, the Commission shall find, after notice and opportunity for hearing, that
all the objections so sustained have been met and shall enter an order so declaring, the Indenture
Trustee will mail copies of such material to all Registered Noteholders of such Series, Class or
Tranche or all Registered Noteholders, as the case may be, with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Indenture Trustee will be
relieved of any obligation or duty to such applicants respecting their application.




          (c) Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the
Indenture Trustee that neither the Issuer nor the Indenture Trustee will be held accountable by
reason of the disclosure of any such information as to the names and addresses of the Holders of
Notes in accordance with subsection 9.02(b), regardless of the source from which such
information was derived, and that the Indenture Trustee will not be held accountable by reason of
mailing any material pursuant to a request made under subsection 9.02(b).




          Section 9.03 Reports by Indenture Trustee. (a) The term “reporting date” as used in
this Section 9.03 means December 31. Within 60 days after the reporting date in each year,
beginning in 2008, the Indenture Trustee will transmit to Noteholders, in the manner and to the
extent provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of such
reporting date if required by Section 313(a) of the Trust Indenture Act.




          (b) To the extent required by the Trust Indenture Act, the Indenture Trustee will mail each
year to all Registered Noteholders, with a copy to the Note Rating Agencies a report concerning:





          (i) its eligibility and qualifications to continue as trustee under this Indenture;



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          (ii) any amounts advanced by the Indenture Trustee under this Indenture;




          (iii) the amount, interest rate and maturity date or indebtedness owing by the Issuer
to the Indenture Trustee, in its individual capacity;




          (iv) the property and funds physically held by the Indenture Trustee by which such
Notes are secured;




          (v) any release or release and substitution of Collateral subject to the lien of this
Indenture which has not previously been reported; and




          (vi) any action taken by the Indenture Trustee that materially affects the Notes and
that has not previously been reported.



          (c) The Indenture Trustee will comply with subsections 313(b) and 313 (c) of the Trust
Indenture Act.




          (d) A copy of each such report will, at the time of such transmission to Noteholders, be filed
by the Indenture Trustee with each stock exchange upon which the Notes are listed, and also with
the Commission. The Issuer will notify the Indenture Trustee when the Notes are admitted to
trading on any stock exchange.




          Section 9.04 Meetings of Noteholders; Amendments and Waivers. (a) If Notes of a
Series, Class or Tranche are issuable in whole or in part as Bearer Notes, a meeting of Noteholders
of the Notes of such Series, Class or Tranche may be called at any time and from time to time
pursuant to this Section 9.04 to make, give or take any Action provided by this Indenture
or any Indenture Supplement to be made, given or taken by Noteholders of such Series, Class or
Tranche.




          (b) The Indenture Trustee may call a meeting of the Noteholders of a Series, Class or Tranche
issuable in whole or in part as Bearer Notes at any time for any purpose specified hereunder or
under any Indenture Supplement. The Indenture Trustee will call a meeting upon request of the
Issuer or the Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of the
Outstanding Notes of such Series, Class or Tranche issuable in whole or in part as Bearer Notes.
In any case, a meeting will be called after notice is given to such Noteholders pursuant to
Section 1.06.




          (c) To be entitled to vote at any meeting of Noteholders of any Series, Class or Tranche, a
Person shall be (1) a Holder of one or more Outstanding Notes of such Series, Class or Tranche, or
(2) a Person appointed by an instrument in writing as proxy for the Noteholder or Noteholders of
one or more Outstanding Notes of such Series, Class or Tranche by the Noteholder or Noteholders.
The only Person who shall be entitled to be present or to speak at any meeting of Noteholders of
any Series, Class or Tranche shall be the Persons entitled to vote at such meeting and their
counsel, any representatives of the Indenture Trustee and its counsel and any representatives of
the Issuer and its counsel.




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          (d) Except for any consent that must be given by the Holders of each Outstanding Note affected
or any action to be taken by the Issuer as holder of any Collateral Certificate, any resolution
presented at any meeting at which a quorum is present may be adopted by the affirmative vote of the
Holders of more than 66-2/3% of the Outstanding Dollar Principal Amount of that Series, Class or
Tranche, as the case may be. However, any resolution with respect to any Action which may be given
by the Holders of not less than a specified percentage in aggregate Outstanding Dollar Principal
Amount of Outstanding Notes of a Series, Class or Tranche of Bearer Notes may be adopted at any
meeting at which a quorum is present only by the affirmative vote of the Holders of not less than
the specified percentage in aggregate Outstanding Dollar Principal Amount of the Outstanding Notes
of such Series, Class or Tranche. Any resolution passed or decision taken at any meeting of
Noteholders duly held in accordance with this Indenture will be binding on all Noteholders of the
affected Series, Class or Tranche.




          (e) The quorum at any meeting will be persons holding or representing the Majority Holders of
the Outstanding Dollar Principal Amount of a Series, Class or Tranche or all Notes, as the case may
be; provided, however, that if any action is to be taken at that meeting concerning
an Action that may be given by the Holders of not less than a specified percentage in aggregate
Outstanding Dollar Principal Amount of the Outstanding Notes of a Series, Class or Tranche, the
persons holding or representing such specified percentage in aggregate Outstanding Dollar Principal
Amount of the Outstanding Notes of such Series, Class or Tranche or all Notes will constitute a
quorum.




          (f) The ownership of Bearer Notes will be proved as provided in subsection
1.04(c)(ii).




          (g) The Issuer may make reasonable rules for other matters relating to Action by or a meeting
of Noteholders not otherwise covered by this Section 9.04, including but not limited to the
location or locations for such meeting, the manner of voting at such meeting, the appointment and
duties of inspectors of the vote, the submission and examination of proxies, certificates and other
evidence of the right to vote and the appointment of a chairperson for the meeting.




          (h) As set forth in the applicable Pooling and Servicing Agreement and the related Series
Supplement, with respect to certain actions requiring the consent or direction of Investor
Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of
Investor Certificates (whether by number of Series or percentage of all outstanding Investor
Certificates depending on the manner of voting or consenting on such matter), including consenting
to certain amendments and terminating the related Master Trust, the Issuer, as holder of any
Collateral Certificate, will be deemed to have voted in accordance with the Investor
Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor
Certificates which are entitled to vote or consent on such matter; provided,
however, that in the event Investor Certificateholders holding equal portions of the
Invested Amount of such Investor Certificates vote in the positive and in the negative, without
taking into consideration the vote of the Issuer, as holder of such Collateral Certificate, the
Issuer shall be deemed to vote in the negative; provided further, that if the Collateral
Certificate is the sole Investor Certificate outstanding which is entitled to vote or consent on
such matter, the Issuer, as holder thereof, will be deemed to have voted in the negative.




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          Section 9.05 Reports by Issuer to the Commission. The Issuer will:




          (a) 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 of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission may from time to time
by rules and regulations prescribe) which the Issuer may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act; or, if the Issuer is not
required to file information, documents or reports pursuant to either of said Sections, then it
will file with the Indenture Trustee and the Commission, in accordance with rules and regulations
prescribed from time to time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the Securities Exchange Act
in respect of a security listed and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations;




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




          (c) transmit by mail to all Registered Noteholders, as their names and addresses appear in the
Note Register, and notify all Holders of Bearer Notes of such Series, Class or Tranche, by
publication of such notice in an Authorized Newspaper or as otherwise provided in the applicable
Indenture Supplement, within 30 days after the filing thereof with the Indenture Trustee, such
summaries of any information, documents and reports required to be filed by the Issuer pursuant to
paragraphs (a) and (b) of this Section 9.05 as may be required by rules and regulations
prescribed from time to time by the Commission.




     The delivery of such reports, information and documents to the Indenture Trustee is for
informational purposes only and the Indenture Trustee’s receipt of such reports, information and
documents shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuer’s compliance with any of its
covenants hereunder (as to which the Indenture Trustee is entitled to rely conclusively on an
Officer’s Certificate of an Authorized Officer of the Issuer).



          Section 9.06 Monthly Noteholders’ Statement. On each Payment Date, the Issuer will,
in cooperation with the Servicer and, if applicable, the Master Trust Servicer, complete and
deliver to the Indenture Trustee and, if applicable, the Master Trust Trustee (with a copy to each
Note Rating Agency), a Monthly Noteholders’ Statement.




          Section 9.07 Payment Instruction to Master Trust. Promptly after the receipt by the
Issuer of each Monthly Servicer’s Certificate under the applicable Series Supplement, the Issuer
will, in cooperation with the Servicer, complete the Payment Instruction and deliver a copy thereof
to the Indenture Trustee and the Master Trust Trustee.




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          (a) From time to time, the Issuer will notify the Servicer of the information necessary to be
provided by the Issuer under the applicable section of the applicable Pooling and Servicing
Agreement as supplemented by any Series Supplement to calculate the Invested Amount of the
Collateral Certificate issued under that Pooling and Servicing Agreement.




[END OF ARTICLE IX]





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ARTICLE X




INDENTURE SUPPLEMENTS; AMENDMENTS TO THE POOLING

AND SERVICING AGREEMENT AND AMENDMENTS TO THE

TRUST AGREEMENT




     Section 10.01 Supplemental Indentures and Amendments Without Consent of Noteholders.
Without the consent of the Holders of any Notes but with prior notice to each Note Rating Agency,
the Issuer and the Indenture Trustee, at any time and from time to time, upon delivery of an Issuer
Tax Opinion and, if applicable, a Master Trust Tax Opinion for each applicable Master Trust and
upon delivery by the Issuer to the Indenture Trustee of an Officer’s Certificate to the effect that
the Issuer reasonably believes that such amendment will not have an Adverse Effect and is not
reasonably expected to have an Adverse Effect at any time in the future, the Issuer may amend this
Indenture, including any Indenture Supplement or enter into one or more Indenture Supplements, in
form satisfactory to the Indenture Trustee, for any of the following purposes:



     (a) to evidence the succession of another Entity to the Issuer, and the assumption by any such
successor of the covenants of the Issuer herein and in the Notes; or



     (b) to add to the covenants of the Issuer, or to surrender any right or power herein conferred
upon the Issuer by the Issuer, for the benefit of the Holders of the Notes of any or all Series,
Classes or Tranches (and if such covenants or the surrender of such right or power are to be for
the benefit of less than all Series, Classes or Tranches of Notes, stating that such covenants are
expressly being included or such surrenders are expressly being made solely for the benefit of one
or more specified Series, Classes or Tranches); or



     (c) to cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make any other provisions with respect to
matters or questions arising under this Indenture; or



     (d) to add to this Indenture such provisions as may be expressly permitted by the Trust
Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust
Indenture Act as in effect at the date as of which this Indenture was executed or any corresponding
provision in any similar federal statute hereafter enacted; or



     (e) to establish any form of Note, as provided in Article II, and to provide for the
issuance of any Series, Class or Tranche of Notes as provided in Article III and to set
forth the terms thereof, and/or to add to the rights of the Holders of the Notes of any Series,
Class or Tranche; or



     (f) to evidence and provide for the acceptance of appointment by another corporation as a
successor Indenture Trustee hereunder with respect to one or more Series, Classes or Tranches of
Notes and to add to or change any of the provisions of this Indenture as will be necessary to
provide for or facilitate the administration of the trusts hereunder by more than one Indenture
Trustee, pursuant to Section 8.11; or



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     (g) to add any additional Early Amortization Events or Events of Default in respect of the
Notes of any or all Series, Classes or Tranches (and if such additional Events of Default are to be
in respect of less than all Series, Classes or Tranches of Notes, stating that such Events of
Default are expressly being included solely for the benefit of one or more specified Series,
Classes or Tranches of Notes); or



     (h) to provide for the consolidation of any Master Trust and the Issuer into a single Entity
or the transfer of assets in such Master Trust to the Issuer after the termination of all Series of
Investor Certificates (other than the related Collateral Certificate or Collateral Certificates);
or



     (i) if one or more additional Transferors under the Transfer and Servicing Agreement or any
Pooling and Servicing Agreement are added to, or replaced under, the Transfer and Servicing
Agreement or any such Pooling and Servicing Agreement, or one or more additional Beneficiaries
under the Trust Agreement are added to, or replaced under, the Trust Agreement, to make any
necessary changes to the Indenture or any other related document; or



     (j) to designate additional Collateral to the Issuer;



     (k) to provide for additional or alternative forms of credit enhancement for any Series, Class
or Tranche of Notes; or



     (l) to comply with any regulatory, accounting, securities or tax laws, rules, regulations or
requirements; or



     (m) to qualify for sale treatment under generally accepted accounting principles.



     Additionally, notwithstanding any provision of this Article X to the contrary and in
addition to clauses (a) through (m) above, this Indenture, including any Indenture
Supplement, may also be amended without the consent of the Indenture Trustee or any of the
Noteholders, upon delivery to the Owner Trustee and the Indenture Trustee of an Issuer Tax Opinion
and, to the extent a Collateral Certificate is included in the property of the Issuer, a Master
Trust Tax Opinion, for the purpose of (i) adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or any Indenture Supplement or (ii) modifying
in any manner the rights of the Holders of the Notes under this Indenture or any Indenture
Supplement; provided, however, that (i) the Issuer shall deliver to the Indenture
Trustee and the Owner Trustee an Officer’s Certificate to the effect that the Issuer reasonably
believes that such amendment will not have an Adverse Effect and is not reasonably expected to have
an Adverse Effect at any time in the future and (ii) each Note Rating Agency confirms in writing
that such amendment will not cause a Ratings Effect.



     Additionally, notwithstanding any provision of this Article X to the contrary and in
addition to clauses (a) through (m) and the immediately preceding paragraph, this
Indenture, including any Indenture Supplement, may also be amended without the consent of the
Indenture Trustee or any of the Noteholders, upon delivery to the Owner Trustee and the Indenture
Trustee of an Issuer Tax Opinion and, to the extent a Collateral Certificate is included in the
property of the Issuer, a Master Trust Tax Opinion, to provide for (i) the establishment of
multiple asset pools and the designation of Collateral to be included as part of specific asset
pools or (ii) those



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changes necessary for compliance with securities law requirements; provided,
however, that (i) the Issuer shall deliver to the Indenture Trustee and the Owner Trustee
an Officer’s Certificate to the effect that the Issuer reasonably believes that such amendment will
not have an Adverse Effect and is not reasonably expected to have an Adverse Effect at any time in
the future and (ii) each Note Rating Agency confirms in writing that such amendment will not cause
a Ratings Effect.



     The Indenture Trustee may, but shall not be obligated to, enter into any amendments which
adversely affects the Indenture Trustee’s rights, duties, benefits, protections, privileges or
immunities under this Indenture or otherwise.



     Section 10.02 Supplemental Indentures with Consent of Noteholders. In addition to any
amendment permitted pursuant to Section 10.01 hereof, with prior notice to each applicable
Note Rating Agency and the consent of Holders of more than 66-2/3% in Outstanding Dollar Principal
Amount of each Series, Class or Tranche of Notes affected by such amendment of this Indenture,
including any Indenture Supplement, by Act of said Holders delivered to the Issuer and the
Indenture Trustee, the Issuer, and the Indenture Trustee, as applicable, upon delivery of an Issuer
Tax Opinion, and, to the extent a Collateral Certificate is included in the property of the Issuer,
upon delivery of a Master Trust Tax Opinion, may enter into an amendment of this Indenture for the
purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or of modifying in any manner the rights of the Holders of the Notes of each
such Series, Class or Tranche under this Indenture or any Indenture Supplement; provided, however,
that no such amendment of an Indenture Supplement will, without the consent of the Holder of each
Outstanding Note affected thereby:



     (a) change the scheduled payment date of any payment of interest on any Note, or change an
Expected Final Payment Date or Legal Maturity Date of any Note;



     (b) reduce the Stated Principal Amount of, or the interest rate on any Note, or change the
method of computing the Outstanding Dollar Principal Amount, the Adjusted Outstanding Dollar
Principal Amount or the Nominal Liquidation Amount in a manner that is adverse to the Holder of any
Note;



     (c) reduce the amount of a Discount Note payable upon the occurrence of an Early Amortization
Event or other optional or mandatory redemption or upon the acceleration of its Legal Maturity
Date;



     (d) impair the right to institute suit for the enforcement of any payment on any Note;



     (e) reduce the percentage in Outstanding Dollar Principal Amount of the Outstanding Notes of
any Series, Class or Tranche of Notes, the consent of whose Holders is required for any such
amendment, or the consent of whose Holders is required for any waiver of compliance with the
provisions of this Indenture or of defaults hereunder and their consequences, provided for in this
Indenture;



     (f) modify any of the provisions of this Section 10.02 or Section 7.18, except
to increase any percentage of Holders required to consent to any such amendment or to provide that



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other provisions of this Indenture cannot be modified or waived without the consent of the
Holder of each Outstanding Note affected thereby;



     (g) permit the creation of any lien or other encumbrance on the Collateral that is prior to
the lien in favor of the Indenture Trustee for the benefit of the Holders of such Notes;



     (h) change any Place of Payment where any principal of, or interest on, any Note is payable,
unless otherwise provided in the applicable Indenture Supplement;



     (i) change the method of computing the amount of principal of, or interest on, any Note on any
date; or



     (j) make any other amendment not permitted by Section 10.01.



     An amendment of this Indenture or an Indenture Supplement which changes or eliminates any
covenant or other provision of this Indenture which has expressly been included solely for the
benefit of one or more particular Series, Class or Tranche of Notes, or which modifies the rights
of the Holders of Notes of such Series, Class or Tranche with respect to such covenant or other
provision, will be deemed not to affect the rights under this Indenture of the Holders of Notes of
any other Series, Class or Tranche.



     It will not be necessary for any Act of Noteholders under this Section 10.02 to
approve the particular form of any proposed amendment or Indenture Supplement, but it will be
sufficient if such Act will approve the substance thereof.



     Section 10.03 Execution of Amendments and Indenture Supplements. In executing or
accepting the additional trusts created by any amendment of this Indenture or Indenture Supplement
permitted by this Article X or the modifications thereby of the trusts created by this
Indenture, the Indenture Trustee will be provided with, and (subject to Section 8.01 or the
applicable provisions of the Transfer and Servicing Agreement) will be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such amendment or Indenture Supplement is
authorized or permitted by this Indenture and that all conditions precedent thereto have been
satisfied. The Indenture Trustee may, but will not (except to the extent required in the case of
an amendment or Indenture Supplement entered into under subsection 10.01(d) or
10.01(f)) be obligated to, enter into any such amendment or Indenture Supplement which
affects the Indenture Trustee’s own rights, duties or immunities under this Indenture or otherwise.



     Section 10.04 Effect of Amendments and Indenture Supplements. Upon the execution of
any amendment of this Indenture or any Indenture Supplement or any supplemental indentures under
this Article X, this Indenture and the related Indenture Supplement will be modified in
accordance therewith with respect to each Series, Class or Tranche of Notes affected thereby, or
all Notes, as the case may be, and such amendment or supplemental indenture will form a part of
this Indenture and the related Indenture Supplement for all purposes; and every Holder of Notes
theretofore or thereafter authenticated and delivered hereunder will be bound thereby to the extent
provided therein.



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     Section 10.05 Conformity with Trust Indenture Act. Every amendment of this Indenture
or any Indenture Supplement and every supplemental indenture executed pursuant to this Article
X will conform to the requirements of the Trust Indenture Act as then in effect.



     Section 10.06 Reference in Notes to Indenture Supplements. Notes authenticated and
delivered after the execution of any amendment of this Indenture or any Indenture Supplement or any
supplemental indenture pursuant to this Article X may, and will if required by the
Indenture Trustee, bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such amendment or supplemental indenture. If the Issuer will so determine, new
Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any
such amendment or supplemental indenture may be prepared and executed by the Issuer and
authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.



     Section 10.07 Amendments to the Pooling and Servicing Agreement. By their acceptance
of a Note, the Noteholders acknowledge that the Transferor and the Master Trust Trustee may amend
the applicable Pooling and Servicing Agreement and any supplement thereto without the consent of
the Holders of any Investor Certificates (including the Issuer) or any Noteholder, so long as such
amendment or supplement would not materially adversely affect the interest of the Holders of any
Investor Certificates.



     For purposes of any vote or consent under a Pooling and Servicing Agreement or any supplement
thereto, with respect to certain actions requiring the consent or direction of Investor
Certificateholders holding a specified percentage of the aggregate unpaid amount outstanding of
Investor Certificates (whether by number of Series or percentage of all outstanding Investor
Certificates depending on the manner of voting or consenting on such matter), the Issuer, as holder
of the Collateral Certificate, shall be deemed to be an Investor Certificateholder under such
Pooling and Servicing Agreement, and will be deemed to have voted in accordance with the Investor
Certificateholders holding a majority of the aggregate Invested Amount outstanding of such Investor
Certificates which are entitled to vote or consent on such matter; provided,
however, that in the event Investor Certificateholders holding equal portions of the
Invested Amount outstanding of such Investor Certificates vote in the positive and in the negative,
without taking into consideration the vote of the Issuer, as holder of such Collateral Certificate,
the Issuer shall be deemed to vote in the negative; provided further that if the Collateral
Certificate is the sole Investor Certificate outstanding entitled to vote or consent on such
matter, the Issuer, as holder thereof, will be deemed to have voted in the negative.



     Section 10.08 Amendments to the Trust Agreement. (a) Subject to the provisions of
the Trust Agreement, without the consent of the Holders of any Notes or the Indenture Trustee, the
Owner Trustee (at the written direction of the Beneficiary) and the Beneficiary may amend the Trust
Agreement so long as such amendment will not have an Adverse Effect and is not reasonably expected
to have an Adverse Effect at any time in the future.



     (b) Subject to the provisions of the Trust Agreement, (A) in the case of a significant change
in the permitted activities of the Issuer which is not materially adverse to the Holders of the
Notes, with the consent of the Majority Holders of each Class or Tranche of Notes affected by such
change, and (B) in all other cases, with the consent of the Holders of more than



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66-2/3% in Outstanding Dollar Principal Amount of the Outstanding Notes affected by such
amendment, by Action of said Holders delivered to the Indenture Trustee, the Beneficiary and the
Owner Trustee (at the written direction of the Beneficiary), the Beneficiary may amend the Trust
Agreement for the purpose of adding, changing or eliminating any provisions of the Trust Agreement
or of modifying the rights of those Noteholders.




[END OF ARTICLE X]




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ARTICLE XI




REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER




     Section 11.01 Payment of Principal and Interest. With respect to each Series, Class
or Tranche of Notes, the Issuer will duly and punctually pay the principal of and interest on such
Notes in accordance with their terms and this Indenture, and will duly comply with all the other
terms, agreements and conditions contained in, or made in this Indenture for the benefit of, the
Notes of such Series, Class or Tranche.



     Section 11.02 Maintenance of Office or Agency. The Issuer will maintain an office or
agency in each Place of Payment where Notes may be presented or surrendered for payment, where
Notes may be surrendered for 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 will give prompt
written notice to the Indenture Trustee of the location, and of any change in the location, of such
office or agency. If at any time the Issuer will fail to maintain such office or agency or will
fail to furnish the Indenture Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the Indenture Trustee,
and the Issuer hereby appoints the Indenture Trustee its agent to receive all such presentations,
surrenders, notices and demands.



     The Issuer may also from time to time designate one or more other offices or agencies where
the Notes of one or more Series, Classes or Tranches may be presented or surrendered for any or all
of such purposes specified above and may constitute and appoint one or more Paying Agents for the
payments of such Notes, in one or more other cities, and may from time to time rescind such
designations and appointments; provided, however, that no such designation,
appointment or rescission shall in any matter relieve the Issuer of its obligations to maintain an
office or agency in each Place of Payment for Notes of any Series, Class or Tranche for such
purposes. The Issuer will give prompt written notice to the Indenture Trustee of any such
designation or rescission and of any change in the location of any such other office or agency.
Unless and until the Issuer rescinds one or more of such appointments, the Issuer hereby appoints
the Indenture Trustee, at its principal office, as its Paying Agent in New York, New York with
respect to all Series, Classes and Tranches of Notes having a Place of Payment in the City of New
York, New York.



     Section 11.03 Money for Note Payments to be Held in Trust. The Paying Agent, on
behalf of the Indenture Trustee, will make distributions to Noteholders from the Collection Account
or other applicable Issuer Account pursuant to the provisions of any Indenture Supplement and will
report the amounts of such distributions to the Indenture Trustee. Any Paying Agent will have the
revocable power to withdraw funds from the Collection Account or other applicable Issuer Account
for the purpose of making the distributions referred to above. The Indenture Trustee may revoke
such power and remove the Paying Agent if the Indenture Trustee determines in its sole discretion
that the Paying Agent has failed to perform its obligations under this Indenture or any Indenture
Supplement in any material respect. The Paying Agent upon removal will return all funds in its
possession to the Indenture Trustee.



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     The Issuer will cause each Paying Agent (other than the Indenture Trustee) for any Series,
Class or Tranche of Notes to execute and deliver to the Indenture Trustee an instrument in which
such Paying Agent will agree with the Indenture Trustee (and if the Indenture Trustee acts as
Paying Agent, it so agrees), subject to the provisions of this Section 11.03, that such
Paying Agent will:



     (a) hold all sums held by it for the payment of principal of or interest on Notes of such
Series, Class or Tranche in trust for the benefit of the Persons entitled thereto until such sums
will be paid to such Persons or otherwise disposed of as herein provided;



     (b) if such Paying Agent is not the Indenture Trustee, give the Indenture Trustee notice of
any default by the Issuer (or any other obligor upon the Notes of such Series, Class or Tranche) in
the making of any such payment of principal or interest on the Notes of such Series, Class or
Tranche;



     (c) if such Paying Agent is not the Indenture Trustee, 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;



     (d) immediately resign as a Paying Agent and, if such Paying Agent is not the Indenture
Trustee, forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of
Notes if at any time it ceases to meet the standards described in this Section 11.03
required to be met by a Paying Agent at the time of its appointment; and



     (e) comply with all requirements of the Internal Revenue Code or any other applicable 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.



     The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of
this Indenture with respect to any Series, Class or Tranche of Notes or for any other purpose, pay,
or by an Officer’s Certificate direct any Paying Agent to pay, to the Indenture Trustee all sums
held in trust by the Issuer or such Paying Agent in respect of each and every Series, Class or
Tranche of Notes as to which it seeks to discharge this Indenture or, if for any other purpose, all
sums so held in trust by the Issuer in respect of all Notes, such sums to be held by the Indenture
Trustee upon the same trusts as those upon which such sums were held by the Issuer or such Paying
Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent will
be released from all further liability with respect to such money.



     Any money deposited with the Indenture Trustee or any Paying Agent, or then held by the
Issuer, in trust for the payment of the principal of or interest on any Note of any Series, Class
or Tranche and remaining unclaimed for two years after such principal or interest has become due
and payable will be paid to the Issuer upon request in an Officer’s Certificate, or (if then held
by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter, as
an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of
the Indenture Trustee or such Paying Agent with respect to such trust money, and all liability of
the Issuer as trustee thereof, will thereupon cease. The Indenture Trustee or such



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Paying Agent, before being required to make any such repayment, may at the expense of the
Issuer give to the Holders of the Notes as to which the money to be repaid was held in trust, as
provided in Section 1.06, a notice that such funds remain unclaimed and that, after a date
specified in the notice, which will not be less than 30 days from the date on which the notice was
first mailed or published to the Holders of the Notes as to which the money to be repaid was held
in trust, any unclaimed balance of such funds then remaining will be paid to the Issuer free of the
trust formerly impressed upon it.



     Each Paying Agent will at all times have a combined capital and surplus of at least
$50,000,000 and be subject to supervision or examination by a United States federal or state
authority or be regulated by or subject to the supervision or examination of a governmental
authority of a nation that is a member of the Organization for Economic Co-operation and
Development. If such Paying Agent publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section 11.03, the combined capital and surplus of such Paying Agent will
be deemed to be its combined capital and surplus as set forth in its most recent report of
condition as so published.



     Section 11.04 Statement as to Compliance. The Issuer will deliver to the Indenture
Trustee and the Note Rating Agencies, on or before March 31 of each year, beginning in 2008, a
written statement signed by an Authorized Officer of the Issuer stating that:



     (a) a review of the activities of the Issuer during the prior year and of the Issuer’s
performance under this Indenture and under the terms of the Notes 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 in all material respects with all conditions and covenants under this Indenture throughout
such year, or, if there has been a material default in the fulfillment of any such condition or
covenant (without regard to any grace period or requirement of notice), specifying each such
default known to such Authorized Officer and the nature and status thereof.



     Section 11.05 Legal Existence. The Issuer will do or cause to be done all things
necessary to preserve and keep in full force and effect its legal existence.



     Section 11.06 Further Instruments and Acts. Upon request of the Indenture Trustee or
as necessary, 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 11.07 Compliance with Laws. The Issuer will comply with the requirements of
all applicable laws, the noncompliance with which would, individually or in the aggregate,
materially and adversely affect the ability of the Issuer to perform its obligations under the
Notes or this Indenture.



     Section 11.08 Notice of Events of Default. The Issuer agrees to give the Indenture
Trustee and the Note Rating Agencies prompt written notice of each Event of Default hereunder and
each breach on the part of the Master Trust or the Transferor of its respective



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obligations under the applicable Pooling and Servicing Agreement or the Transfer and Servicing
Agreement, respectively, and any default of a Derivative Counterparty.



     Section 11.09 Certain Negative Covenants. The Issuer will not:



     (a) claim any credit on, or make any deduction from the principal or interest payable in
respect of, the Notes (other than amounts withheld in good faith from such payments under the
Internal Revenue Code or other applicable tax law including foreign withholding);



     (b) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien
in favor of the Indenture Trustee 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;



     (c) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance
(other than the lien in favor of the Indenture Trustee created by this Indenture) to be created on
or extend to or otherwise arise upon or burden the Collateral or any part thereof or any interest
therein or the proceeds thereof;



     (d) permit the lien in favor of the Indenture Trustee created by this Indenture not to
constitute a valid first priority security interest in the Collateral; or



     (e) voluntarily dissolve or liquidate.



     Section 11.10 No Other Business. The Issuer will not engage in any business other
than as permitted under the Trust Agreement.



     Section 11.11 Rule 144A Information. For so long as any of the Notes of any Series,
Class or Tranche are “restricted securities” within the meaning of Rule 144(a)(3) under the
Securities Exchange Act, the Issuer agrees to provide to any Noteholder of such Series, Class or
Tranche and to any prospective purchaser of Notes designated by such Noteholder, upon the request
of such Noteholder or prospective purchaser, any information required to be provided to such Holder
or prospective purchaser to satisfy the conditions set forth in Rule 144A(d)(4) under the
Securities Exchange Act.



     Section 11.12 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 Collateral 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, the Trust
Agreement, the Transfer and Servicing Agreement, the applicable Pooling and Servicing Agreement or
such other instrument or agreement.



     (b) The Issuer will punctually perform and observe all of its obligations and agreements
contained in this Indenture, any Indenture Supplement, the Trust Agreement and in the instruments
and agreements (including but not limited to, the applicable Pooling and



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Servicing Agreement) relating to the Collateral, including but not limited to filing or
causing to be filed all UCC financing statements and amendments thereto required to be filed by the
terms of this Indenture and the Trust Agreement in accordance with and within the time periods
provided for herein and therein. Except as otherwise expressly provided herein or therein, the
Issuer shall not waive, amend, modify, supplement or terminate this Indenture, any Indenture
Supplement or the Trust Agreement or any provision thereof without the consent of the Majority
Holders of the Notes of each adversely affected Series, Class or Tranche.



     Section 11.13 Issuer May Consolidate, Etc., Only on Certain Terms. (a) The Issuer
shall not consolidate or merge with or into any other Person, unless:



     (1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger
(i) shall be a Person organized and existing under the laws of the United States of America, any
state thereof or the District of Columbia, (ii) shall not be subject to regulation as an
“investment company” under the Investment Company Act and (iii) shall expressly assume, by a
supplemental indenture, executed and delivered to the Indenture Trustee, in a form satisfactory to
the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes
and the performance of every covenant of this Indenture on the part of the Issuer to be performed
or observed;



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



     (3) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an
Opinion of Counsel each stating that (i) such consolidation or merger and such supplemental
indenture comply with this Section 11.13, (ii) all conditions precedent in this Section
11.13 relating to such transaction have been complied with (including any filing required by
the Securities Exchange Act), and (iii) such supplemental indenture is duly authorized, executed
and delivered and is valid, binding and enforceable against such Person;



     (4) the Issuer shall have received written confirmation from each Note Rating Agency that
there will be no Ratings Effect with respect to any Outstanding Notes as a result of such
consolidation or merger;



     (5) the Issuer shall have received (and shall have delivered copies thereof to the Indenture
Trustee) an Issuer Tax Opinion and a Master Trust Tax Opinion for each applicable Master Trust; and



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



     (b) The Issuer shall not convey or transfer any of its properties or assets, including those
included in the Collateral, substantially as an entirety to any Person, unless:



     (1) the Person that acquires by conveyance or transfer the properties and assets of the Issuer
the conveyance or transfer of which is hereby restricted shall (A) be a United States citizen or a
Person organized and existing under the laws of the United States of America, any state thereof or
the District of Columbia, (B) expressly assume, by a supplemental indenture,



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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 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 lien and Security Interest of the Indenture Trustee created by this
Indenture, (D) 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 Securities Exchange Act in connection with the Notes and
(E) not be an “investment company” as defined in the Investment Company Act;



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



     (3) the Issuer shall have received written confirmation from each Note Rating Agency that
there will be no Ratings Effect with respect to any Outstanding Notes as a result of such
conveyance or transfer;



     (4) the Issuer shall have received (and shall have delivered copies thereof to the Indenture
Trustee) an Issuer Tax Opinion and a Master Trust Tax Opinion for each applicable Master Trust;



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



     (6) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an
Opinion of Counsel each stating that such conveyance or transfer and such Indenture Supplement
comply with this Section 11.13 and that all conditions precedent herein provided for
relating to such transaction have been complied with (including any filing required by the
Securities Exchange Act).



     Section 11.14 Successor Substituted. Upon any consolidation or merger, or any
conveyance or transfer of the properties and assets of the Issuer substantially as an entirety in
accordance with Section 11.13 hereof, the Person formed by or surviving such consolidation
or merger (if other than the Issuer) or the Person to which such conveyance or transfer is made
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.
In the event of any such conveyance or transfer, the Person named as the Issuer in the first
paragraph of this Indenture or any successor which shall theretofore have become such in the manner
prescribed in this Section 11.14 shall be released from its obligations under this
Indenture as issued immediately upon the effectiveness of such conveyance or transfer, provided
that the Issuer shall not be released from any obligations or liabilities to the Indenture Trustee
or the Noteholders arising prior to such effectiveness.



     Section 11.15 Guarantees, Loans, Advances and Other Liabilities. Except as
contemplated by this Indenture or the Trust Agreement, 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



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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 11.16 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 11.17 Restricted Payments. 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, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership
or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such
purpose; provided, however, that the Issuer may make, or cause to be made, (x) distributions as
contemplated by, and to the extent funds are available for such purpose under, the Trust Agreement
and (y) payments to the Indenture Trustee pursuant to Section 8.07 hereof. The Issuer will
not, directly or indirectly, make payments to or distributions from the Collection Account except
in accordance with this Indenture or any Indenture Supplement.



     Section 11.18 No Borrowing. The Issuer will not issue, incur, assume, guarantee or
otherwise become liable, directly or indirectly, for any additional indebtedness, except for the
Notes.



[END OF ARTICLE XI]




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ARTICLE XII




EARLY AMORTIZATION OF NOTES




     Section 12.01 Applicability of Article. Unless otherwise specified in the applicable
Indenture Supplement related to a Series, Class or Tranche of Notes, pursuant to the terms of this
Article XII, the Issuer will redeem and pay, provided that funds are available and subject
to the allocation and reallocation provisions and, with respect to Subordinated Notes, the
subordination provisions of the Senior Class of that Series, of the related Indenture Supplement,
each affected Series, Class or Tranche of Notes upon the occurrence of any Early Amortization
Event. Unless otherwise specified in the applicable Indenture Supplement relating to a Series,
Class or Tranche of Notes, or in the form of Notes for such Series, Class or Tranche, the following
are “Early Amortization Events”:



     (a) the occurrence of an Event of Default and acceleration of the Notes of a Series, Class or
Tranche pursuant to Article VI hereof;



     (b) with respect to any Series, Class or Tranche of Notes, the occurrence of the Expected
Final Payment Date of such Series, Class or Tranche of Notes;



     (c) the Issuer becomes an investment company within the meaning of the Investment Company Act;



     (d) the occurrence of an Insolvency Event as defined in Section 8.1 of the Transfer
and Servicing Agreement relating to the Transferor;



     (e) the occurrence of an Insolvency Event as defined in the applicable Receivables Purchase
Agreement relating to an Account Owner;



     (f) a Transfer Restriction Event shall occur;



     (g) a Transfer Restriction Event as defined in the applicable Receivables Purchase Agreements
shall occur; or



     (h) with respect to any Series, Class or Tranche of Notes, any additional Early Amortization
Event specified in the Indenture Supplement for such Series, Class or Tranche of Notes as applying
to such Series, Class or Tranche of Notes;


  provided that in the case of any event described in subparagraph (d), (e), (f) or (g),
an Early Amortization Event shall occur with respect to the applicable Series, Class or Tranche of
Notes without any notice or other action on the part of the Indenture Trustee or the Noteholders
immediately upon the occurrence of such event (or, in the case of clause (y) below, immediately
following the expiration of the 60-day grace period), but only to the extent that (x) as of the
date of such event, the average of the Monthly Pool Balance Percentage for the immediately
preceding three Monthly Periods is equal to or greater than 10% or (y) as of the date of such
event, the average of the Monthly Pool Balance Percentage for the immediately preceding three




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Monthly Periods is less than 10%, and within 60 days following the occurrence of the related
Insolvency Event or Transfer Restriction Event, the Pool Balance does not at least equal the
Required Pool Balance (without giving effect to Receivables or Collateral Certificates attributable
to the Transferor or the Account Owner with respect to which the Insolvency Event or the Transfer
Restriction Event has occurred).




     The repayment price of a Series, Class or Tranche of Notes so redeemed will equal the
Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, past due and
additional interest to but excluding the date of repayment, the payment of which will be subject to
the allocations, deposits and payments sections and the subordination provisions of the related
Indenture Supplement.



     If the Issuer is unable to pay the repayment price in full on the Payment Date following the
end of the Monthly Period in which the Early Amortization Event occurs, monthly payments on such
Series, Class or Tranche of Notes will thereafter be made on each following Payment Date until the
Stated Principal Amount of such Series, Class or Tranche, plus all accrued, past due and additional
interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier, subject to the
allocations, deposits and payments sections of the related Indenture Supplement. Any funds in any
Supplemental Issuer Accounts for a repaid Series, Class or Tranche will be applied to make the
principal and interest payments on that Series, Class or Tranche on the repayment date, subject to
the allocations, deposits and payments sections of the related Indenture Supplement. Principal
payments on redeemed Classes or Tranches will be made first to the senior most Notes until paid in
full, then to the next Subordinated Notes until paid in full.



     No Principal Collections will be allocated to a Series, Class or Tranche of Notes with a
Nominal Liquidation Amount of zero, irrespective of whether the Stated Principal Amount of that
Series, Class or Tranche of Notes has been paid in full. However, any funds previously deposited
into the applicable Issuer Accounts and any amounts received from an applicable Derivative
Agreement, Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement will be
available to pay principal of and interest on such Series, Class or Tranche of Notes. Furthermore,
Available Finance Charge Collections may be applied to reimburse reductions in the Nominal
Liquidation Amount of such Series, Class or Tranche.



     Section 12.02 Optional Repurchase. Unless otherwise provided in the applicable
Indenture Supplement for a Series, Class or Tranche of Notes, the Trust or the Transferor (but only
if the Transferor is the Servicer or an Affiliate of the Servicer) has the right, but not the
obligation, to redeem a Series, Class or Tranche of Notes in whole but not in part on any day on or
after the day on which the aggregate Outstanding Dollar Principal Amount (after giving effect to
all payments on such day) of such Series, Class or Tranche of Notes is reduced to less than 10% of
its highest Outstanding Dollar Principal Amount at any time (or such other percentage as shall be
specified from time to time by the Transferor); provided, however, that if such
Class or Tranche of Notes redeemed is of a Subordinated Class or Tranche of Notes, the Transferor
will not redeem such Notes if the provisions of the related Indenture Supplement would prevent the
payment of such Subordinated Notes until a level of prefunding of the applicable Issuer Accounts
for the Senior Classes of Notes for that Series has been reached such that the amount



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of such deficiency in the required subordination of a Senior Class of Notes is no longer
required to provide subordination protection for the Senior Classes of that Series.



     If the Transferor elects to redeem a Series, Class or Tranche of Notes, it will cause the
Issuer to notify the Holders of such redemption at least 30 days prior to the redemption date.
Unless otherwise specified in the Indenture Supplement or Terms Document applicable to the Notes to
be so redeemed, the redemption price of a Series, Class or Tranche so redeemed will equal 100% of
the Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus accrued, unpaid and
additional interest or principal accreted and unpaid on such Tranche to but excluding the date of
redemption, the payment of which will be subject to the allocations, deposits and payments sections
of the related Indenture Supplement.



     If the Issuer is unable to pay the redemption price in full on the redemption date, monthly
payments on such Series, Class or Tranche of Notes will thereafter be made until either the
Outstanding Dollar Principal Amount of such Series, Class or Tranche, plus all accrued, unpaid and
additional interest, is paid in full or the Legal Maturity Date occurs, whichever is earlier,
subject to Article VI, Article VII and the allocations, deposits and payments
sections of the related Indenture Supplement. Any funds in any Supplemental Issuer Accounts for a
redeemed Series, Class or Tranche will be applied to make the principal and interest payments on
that Series, Class or Tranche on the redemption date in accordance with the related Indenture
Supplement. Principal payments on redeemed Series, Class or Tranches will be made in accordance
with the related Indenture Supplement.



     Section 12.03 Notice. Promptly after the occurrence of any Early Amortization Event
or a redemption pursuant to Section 12.02, the Issuer will notify the Indenture Trustee and
the Note Rating Agencies in writing of the identity, Stated Principal Amount and Outstanding Dollar
Principal Amount of the affected Series, Class or Tranche of Notes to be redeemed. Notice of
redemption will promptly be given as provided in Section 1.06. All notices of redemption
will state (a) the date on which the redemption of the applicable Series, Class or Tranche of Notes
pursuant to this Article XII will begin, which will be the Payment Date next following the
end of the Monthly Period in which the applicable Early Amortization Event or redemption pursuant
to Section 12.02 occurs, (b) the repayment price for such Series, Class or Tranche of Notes
and (c) the Series, Class or Tranche of Notes to be redeemed pursuant to this Article XII.



[END OF ARTICLE XII]




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ARTICLE XIII




MISCELLANEOUS




     Section 13.01 No Petition. The Indenture Trustee, by entering into this Indenture,
each Derivative Counterparty, by accepting its rights as a third party beneficiary hereunder, each
Supplemental Credit Enhancement Provider or Supplemental Liquidity Provider, as applicable, by
accepting its rights as a third party beneficiary hereunder, and each Noteholder, by accepting a
Note, agrees, to the fullest extent permitted by applicable law, that at no time shall it commence,
or join in commencing, a bankruptcy case or other insolvency or similar proceeding under the laws
of any jurisdiction against the Issuer, the Transferor, or any Master Trust.



     Section 13.02 Trust Obligations. No recourse may be taken, directly or indirectly,
with respect to the obligations of the Issuer on the Notes or under this Indenture or any
certificate or other writing delivered in connection herewith or therewith, against (i) 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 Owner Trustee
in its individual capacity, any holder of a beneficial interest in the Issuer or the Owner Trustee
or of any successor or assign of the Owner Trustee in its individual capacity, except as any such
Person may have expressly agreed (it being understood that the Owner Trustee has no such
obligations in its individual capacity).



     Section 13.03 Limitations on Liability. (a) It is expressly understood and agreed by
the parties hereto that (i) this Indenture is executed and delivered by Wilmington Trust Company
not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the
powers and authority conferred and vested in it under the Trust Agreement, (ii) each of the
representations, undertakings and agreements herein made on the part of the Issuer is made and
intended not as a personal representation, undertaking or agreement by Wilmington Trust Company but
is made and intended for the purpose of binding only the Issuer and (iii) under no circumstances
will Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses
of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or
covenant made or undertaken by the Issuer under this Indenture or any related documents.



     (b) None of the Indenture Trustee, the Owner Trustee or any other beneficiary of the Issuer or
any of their respective officers, directors, employers or agents will have any liability with
respect to this Indenture, and recourse of any Noteholder may be had solely to the Collateral.



     Section 13.04 Tax Treatment. The Issuer and the Noteholders agree that the Notes are
intended to be debt for federal, state and local income and franchise tax purposes and agree to
treat the Notes accordingly for all such purposes, unless otherwise required by a taxing authority.



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     Section 13.05 Actions Taken by the Issuer. Any and all actions that are to be taken
by the Issuer may be taken by either the Beneficiary or the Owner Trustee on behalf of the Issuer.



     Section 13.06 Alternate Payment Provisions. Notwithstanding any provision of this
Indenture or any of the Notes to the contrary, the Issuer, with the written consent of the
Indenture Trustee, may enter into any agreement with any Holder of a Note providing for a method of
payment or notice 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 or notices, as applicable, to be made in
accordance with such agreements.



     Section 13.07 Termination of Issuer. The Issuer and the respective obligations and
responsibilities of the Indenture Trustee created hereby (other than the obligation of the
Indenture Trustee to make payments to Noteholders as hereinafter set forth) shall terminate, except
with respect to the duties described in subsection 13.08(b), as provided in the Trust
Agreement.



     Section 13.08 Final Distribution. The Issuer shall give the Indenture Trustee at
least 30 days written notice of the Payment Date on which the Noteholders of any Series, Class or
Tranche may surrender their Notes for payment of the final distribution on and cancellation of such
Notes. Not later than the fifth day of the month in which the final distribution in respect of
such Series, Class or Tranche is payable to Noteholders, the Indenture Trustee shall provide notice
to Noteholders of such Series, Class or Tranche specifying (i) the date upon which final payment of
such Series, Class or Tranche will be made upon presentation and surrender of Notes of such Series,
Class or Tranche at the office or offices therein designated, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such payment date is not applicable,
payments being made only upon presentation and surrender of such Notes at the office or offices
therein specified (which, in the case of Bearer Notes, shall be outside the United States). The
Indenture Trustee shall give such notice to the Note Registrar and the Paying Agent at the time
such notice is given to Noteholders.



     (a) Notwithstanding a final distribution to the Noteholders of any Series, Class or Tranche of
Notes (or the termination of the Issuer), except as otherwise provided in this paragraph, all funds
then on deposit in any Issuer Account allocated to such Noteholders shall continue to be held in
trust for the benefit of such Noteholders, and the Paying Agent or the Indenture Trustee shall pay
such funds to such Noteholders upon surrender of their Notes, if certificated. In the event that
all such Noteholders shall not surrender their Notes for cancellation within 6 months after the
date specified in the notice from the Indenture Trustee described in paragraph (a), the Indenture
Trustee shall give a second notice to the remaining such Noteholders to surrender their Notes for
cancellation and receive the final distribution with respect thereto (which surrender and payment,
in the case of Bearer Notes, shall be outside the United States). If within one year after the
second notice all such Notes shall not have been surrendered for cancellation, the Indenture
Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact
the remaining such Noteholders concerning surrender of their Notes, and the cost thereof shall be
paid out of the funds in the Collection Account or any Supplemental Issuer Accounts held for the
benefit of such Noteholders. The Indenture



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Trustee and the Paying Agent shall pay to the Issuer any monies held by them for the payment
of principal or interest that remains unclaimed for two years. After payment to the Issuer,
Noteholders entitled to the money must look to the Issuer for payment as general creditors unless
an applicable abandoned property law designates another Person.



     Section 13.09 Termination Distributions. Upon the termination of the Issuer pursuant
to the terms of the Trust Agreement, the Indenture Trustee shall release, assign and convey to the
Beneficiary or any of its designees, without recourse, representation or warranty, all of its
right, title and interest in the Collateral, whether then existing or thereafter created, all
monies due or to become due and all amounts received or receivable with respect thereto (including
all moneys then held in any Issuer Account) and all proceeds thereof, except for amounts held by
the Indenture Trustee pursuant to subsection 13.08(b). The Indenture Trustee shall execute
and deliver such instruments of transfer and assignment as shall be provided to it, in each case
without recourse, as shall be reasonably requested by the Transferor, to vest in the Transferor, as
Beneficiary under the Trust Agreement, or any of its designees all right, title and interest which
the Indenture Trustee had in the Collateral.



     Section 13.10 Derivative Counterparty, Supplemental Credit Enhancement Provider and
Supplemental Liquidity Provider as Third-Party Beneficiary. Each Derivative Counterparty,
Supplemental Credit Enhancement Provider and Supplemental Liquidity Provider is a third party
beneficiary of this Indenture to the extent specified in the applicable Derivative Agreement,
Supplemental Credit Enhancement Agreement, Supplemental Liquidity Agreement or Indenture
Supplement.



     Section 13.11 Notices. (1) in the case of Issuer, to:


American Express Issuance Trust

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-1600

Attention: Corporate Trust Administration

Fax: (302) 636-4140




     with a copy to:


American Express Receivables Financing Corporation V LLC

200 Vesey Street, Room 507A

New York, New York 10285

Attention: President

Fax: (212) 640-2417



(ii) in the case of the Indenture Trustee, to:



The Bank of New York

101 Barclay Street, Floor 8 West

New York, New York 10286




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Attention: Corporate Trust Administration

Fax: (212) 815-5999




     Section 13.12 Force Majeure. In no event shall the Indenture Trustee or the Owner
Trustee be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its control,
including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss
or malfunctions of utilities, communications or computer (software and hardware) services; it being
understood that the Indenture Trustee and the Owner Trustee shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance as soon as
practicable under the circumstances.



[END OF ARTICLE XIII]




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ARTICLE XIV




COMPLIANCE WITH REGULATION AB




     Section 14.01 Intent of the Parties; Reasonableness. The Transferor, the Servicer,
the Issuer and the Indenture Trustee acknowledge and agree that the purpose of this Article XIV is
to facilitate compliance by the Transferor with the provisions of Regulation AB and related rules
and regulations of the Commission. The Transferor shall not exercise its right to request delivery
of information or other performance under these provisions other than in good faith, or for
purposes other than the Transferor’s compliance with the Securities Act, the Securities Exchange
Act and the rules and regulations of the Commission thereunder (or the provision in a private
offering of disclosure comparable to that required under the Securities Act). The Indenture
Trustee acknowledges that interpretations of the requirements of Regulation AB may change over
time, whether due to interpretive guidance provided by the Commission or its staff, consensus among
participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to
comply with requests made by the Transferor in good faith for delivery of information under these
provisions on the basis of evolving interpretations of Regulation AB. The Indenture Trustee agrees
to cooperate in good faith with any reasonable request by the Transferor for information regarding
the Indenture Trustee which is required in order to enable the Transferor to comply with the
provisions of Items 1103(a)(1), 1109(a), 1109(b), 1117, 1118, 1119 and 1122 of Regulation AB as it
relates to the Indenture Trustee or to the Indenture Trustee’s obligations under this Agreement.
The Servicer agrees to cooperate in good faith with any reasonable request by the Transferor for
information regarding the Servicer which is required in order to enable the Transferor to comply
with the provisions of Items 1103(a)(1), 1105, 1108, 1117, 1118, 1119, 1121, 1122 and 1123 of
Regulation AB as it relates to the Servicer or to the Servicer’s obligations under this Agreement.



     Section 14.02 Additional Representations and Warranties of the Indenture Trustee. The
Indenture Trustee shall be deemed to represent to the Transferor, as of the date on which
information is provided to the Transferor under Section 13.3 that, except as disclosed in writing
to the Transferor prior to such date to the best of its knowledge, but without independent
investigation: (i) neither the execution, delivery and performance by the Indenture Trustee of
this Agreement, the performance by the Indenture Trustee of its obligations under this Agreement
nor the consummation of any of the transactions by the Indenture Trustee contemplated thereby, is
in violation of any indenture, mortgage, bank credit agreement, note or bond purchase agreement,
long-term lease, license or other agreement or instrument to which the Indenture Trustee is a party
or by which it is bound, which violation would have a material adverse effect on the Indenture
Trustee’s ability to perform its obligations under this Agreement, or of any judgment or order
applicable to the Indenture Trustee; and (ii) there are no proceedings pending or threatened
against the Indenture Trustee in any court or before any governmental authority, agency or
arbitration board or tribunal which, individually or in the aggregate, would have a material
adverse effect on the right, power and authority of the Indenture Trustee to enter into this
Agreement or to perform its obligations under this Agreement.



     Section 14.03 Information to Be Provided by the Indenture Trustee. The Indenture
Trustee shall (i) on or before the fifth Business Day of each month, provide to the Transferor, in
writing, such information regarding the Indenture Trustee as is requested for the



-104-









 







purpose of compliance with Item 1117 of Regulation AB, and (ii) as promptly as practicable
following notice to or discovery by the Indenture Trustee of any changes to such information,
provide to the Transferor, in writing, such updated information.



     The Indenture Trustee shall (i) on or before the fifth Business Day of each January, April,
July and October, provide to the Transferor such information regarding the Indenture Trustee as is
requested for the purpose of compliance with Items 1103(a)(1), 1109(a), 1109(b), 1118 and 1119 of
Regulation AB, and (ii) as promptly as practicable following notice to or discovery by the
Indenture Trustee of any changes to such information, provide to the Transferor, in writing, such
updated information. Such information shall include, at a minimum:




     (A) the Indenture Trustee’s name and form of organization;




     (B) a description of the extent to which the Indenture Trustee has had prior
experience serving as an Indenture Trustee for asset-backed securities transactions
involving credit or charge card receivables;




     (C) a description of any affiliation between the Indenture Trustee and any of
the following parties to a Securitization Transaction, as such parties are
identified to the Indenture Trustee by the Transferor in writing in advance of such
Securitization Transaction:


(1) the sponsor;



(2) any depositor;



(3) the issuing entity;



(4) any servicer;



(5) any trustee;



(6) any originator;



(7) any significant obligor;



(8) any enhancement or support provider; and



(9) any other material transaction party.





In connection with the above-listed parties, a description of whether there is, and
if so the general character of, any business relationship, agreement, arrangement,
transaction or understanding that is entered into outside the ordinary course of
business or is on terms other than would be obtained in an arm’s length transaction
with an unrelated third party, apart from the asset-backed securities transaction,
that currently exists or that existed during the past two years and that is material
to an investor’s understanding of the asset-backed securities.



     Section 14.04 Report on Assessment of Compliance and Attestation. On or before the
earlier of (a) March 1 and (b) 30 days prior to the date on which the Trust is required to file the
report on Form 10-K in each calendar year, commencing in 2008, the Indenture Trustee shall:




   (i) deliver to the Transferor a report regarding the Indenture Trustee’s assessment of
compliance with the Servicing Criteria during the immediately preceding calendar year, as
required under Rules 13a-18 and 15d-18 of the Securities Exchange Act



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and Item 1122 of
Regulation AB. Such report shall be addressed to the Transferor or the Servicer, as
applicable, and signed by an authorized officer of the Indenture Trustee, and shall address
each of the Servicing Criteria specified in Exhibit D or such criteria as mutually agreed
upon by the Transferor and the Indenture Trustee;




     (ii) deliver to the Transferor a report of a registered public accounting firm
reasonably acceptable to the Transferor that attests to, and reports on, the assessment of
compliance made by the Indenture Trustee and delivered pursuant to the preceding paragraph.
Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X
under the Securities Act and the Securities Exchange Act; and




     (iii) deliver to the Transferor and any other Person that will be responsible for
signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and
15d-14(d) under the Securities Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002) on behalf of the Trust or the Transferor with respect to a Securitization
Transaction a certification substantially in the form attached hereto as Exhibit C or such
form as mutually agreed upon by the Transferor and the Indenture Trustee.



          The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely
on the certification provided by the Indenture Trustee pursuant to such clause in signing a
Sarbanes Certification and filing such with the Commission.




[END OF ARTICLE XIV]




-106-









 





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




	 	 	 	 	 
	 	 	AMERICAN EXPRESS ISSUANCE TRUST
	 
	 	 	 	 
	 

	 	By:
	 	WILMINGTON TRUST COMPANY, 
not in its
individual capacity but solely as Owner
Trustee on behalf of the Trust
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Erwin M. Soriano
	 

	 	 	 	 
	 

	 	 
	 	Name: Erwin M. Soriano
	 

	 	
	 	Title:   Assistant Vice President
	 
	 	 	THE BANK OF NEW YORK, as Indenture Trustee

          and not in its individual capacity

 
	 	 	By:  	 	/s/ Catherine Cerilles
 
	 	 	  	 	Name: Catherine Cerilles 
	 	 	  	 	Title:   Vice President 
	 
	 	 	THE BANK OF NEW YORK, as Securities

          Intermediary and not in its individual capacity

 
	 	 	By:  	 	/s/ Catherine Cerilles
 
	 	 	  	 	Name: Catherine Cerilles 
	 	 	  	 	Title:   Vice President 
	 


 

[Amended and Restated Indenture]




 









 





	 	 	 	 
	Acknowledged and Accepted:



AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION V LLC,

as Transferor

 	 
	By:  	/s/ Maureen Ryan
 	 
	 	Name:  	Maureen Ryan 	 
	 	Title:  	Vice President and Treasurer 	 
	 
	AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.,

as Servicer and as Administrator

 	 
	By:  	/s/ David L. Yowan
 	 
	 	Name: David L. Yowan	 	 
	 	Title: Senior Vice President	 
	 



[Amended and Restated Indenture]




 









 






	 	 	 
	STATE OF DELAWARE

	 	)
	 
	 

	 	)ss:
	 
	COUNTY OF NEW CASTLE

	 	          )






     On [
          ], [    
      ], before me personally came     
               
              
       , to me known, who,
being by me duly sworn, did depose and say that [he][she] resides at                     ; that [he][she]
is a                     of Wilmington Trust Company, acting not in its individual capacity but
solely as Owner Trustee of the American Express Issuance Trust, one of the parties described in and
which executed the above instrument; that [he][she] knows the corporate seal of the Beneficiary;
that the seal affixed to that instrument is such corporate seal; that it was affixed by authority
of the board of directors of the corporation; and that [he][she] signed [his][her] name thereto by
like authority.



	 	 	 
	 


	 	 
	Name
	 	 
	 
	 	 
	 


	 	 
	[Notarial Seal]
	 	 







 









 








	 	 	 
	STATE OF NEW YORK

	 	)
	 
	 

	 	)ss:
	 
	COUNTY OF NEW NEW YORK

	 	          )






     On [                   ], [      ], before me personally came [                    ], to me known,
who, being by me duly sworn, did depose and say that [he][she] resides at [                   ]; that
[he][she] is [                       ] of The Bank of New York, one of the parties described in and which
executed the above instrument; that [he][she] knows the corporate seal of said corporation; that
the seal affixed to that instrument is such corporate seal; that it was affixed by authority of the
board of directors of the corporation; and that [he][she] signed [his][her] name thereto by like
authority.



	 	 	 
	 


	 	 
	Name
	 	 
	 
	 	 
	 


	 	 
	[Notarial Seal]
	 	 







 









 








EXHIBIT A




[FORM OF] INVESTMENT LETTER [DATE]




The Bank of New York,

as Indenture Trustee,

101 Barclay Street, Floor 8 West

New York, New York 10286

Attention: Corporate Trust Administration




American Express Issuance Trust

c/o Wilmington Trust Company, as Owner Trustee

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-1600

Attention: Corporate Trust Administration




     Re: Purchase of $                     * principal amount of American Express Issuance
Trust, Series [•], Class [•] Notes



     Ladies and Gentlemen:



     In connection with our purchase of the above Notes (the “Notes”) we confirm that



     (1) We understand that the Notes are not being registered under the Securities Act of 1933, as
amended (the “Securities Act”), and are being sold to us in a transaction that is exempt from the
registration requirements of the Securities Act.



     (2) Any information we desire concerning the Notes or any other matter relevant to our
decision to purchase the Notes is or has been made available to us.



     (3) We have such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of an investment in the Notes, and we (and any account for which
we are purchasing under paragraph (4) below) are able to bear the economic risk of an investment in
the Notes. We (and any account for which we are purchasing under paragraph (iv) below) are an
“accredited investor” (as such term is defined in Rule 501(a)(1), (2) or (3) of Regulation D under
the Securities Act).



     (4) We are acquiring the Notes for our own account or for accounts as to which we exercise
sole investment discretion and not with a view to any distribution of the Notes, subject,
nevertheless, to the understanding that the disposition of our property shall at all times be and
remain within our control.





 




			
	*	 	Not less than $250,000 minimum principal amount.




 









 










     (5) We agree that the Notes must be held indefinitely by us unless subsequently registered
under the Securities Act or an exemption from any registration requirements of the Securities Act
and any applicable state securities law is available.



     (6) We agree that in the event that at some future time we wish to dispose of or exchange any
of the Notes (such disposition or exchange not being currently foreseen or contemplated), we will
not transfer or exchange any of the Notes unless:



          (a) (i) the sale is of at least U.S. $250,000 principal amount of Notes to an Eligible
Purchaser (as defined below), (ii) a letter to substantially the same effect as paragraphs (1),
(2), (3), (4), (5) and (6) of this letter is executed promptly by the purchaser and (iii) all
offers or solicitations in connection with the sale, whether directly or through any agent acting
on our behalf, are limited only to Eligible Purchasers and are not made by means of any form of
general solicitation or general advertising whatsoever; or




          (b) the Notes are transferred pursuant to Rule 144 under the Securities Act by us after we
have held them for more than two years; or




          (c) the Notes are sold in any other transaction that does not require registration under the
Securities Act and, if the Issuer, the Servicer, the Trustee or the Note Registrar so requests, we
theretofore have furnished to such party an opinion of counsel satisfactory to such party, in form
and substance satisfactory to such party, to such effect; or




          (d) the Notes are transferred pursuant to an exception from the registration requirements of
the Securities Act under Rule 144A under the Securities Act; and




     (7) We understand that the Notes will bear a legend to substantially the following effect:




THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”). NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION
PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY
OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH PROVISIONS. THE
TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE INDENTURE
REFERRED TO HEREIN.



     This legend may be removed if the Issuer, the Indenture Trustee and the Note Registrar have
received an opinion of counsel, in form and substance satisfactory to them, to the effect that the
legend may be removed.



     “Eligible Purchaser” means either an Eligible Dealer or a corporation, partnership or other
entity which we have reasonable grounds to believe and do believe can make representations with
respect to itself to substantially the same effect as the representations set forth herein.
“Eligible Dealer” means any corporation or other entity the principal business of which is acting
as a broker and/or dealer in securities. Capitalized terms used but not defined



A-2









 







herein shall have the meanings given to such terms in the Amended and Restated Indenture,
dated as of November 1, 2007, between American Express Issuance Trust and The Bank of New York, as
indenture trustee.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	 
	 	 	(Name of Purchaser)
	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	    
	 	    (Authorized officer)







A-3









 








EXHIBIT B-1 




[FORM OF] CLEARANCE SYSTEM CERTIFICATE

TO BE GIVEN TO THE INDENTURE TRUSTEE BY

EUROCLEAR OR CLEARSTREAM, LUXEMBOURG FOR

DELIVERY OF DEFINITIVE NOTES IN EXCHANGE FOR A PORTION OF A

TEMPORARY GLOBAL NOTE




AMERICAN EXPRESS ISSUANCE TRUST,

Series [·], Class [·] Notes

[Insert title or sufficient description of Notes to be delivered]




     We refer to that portion of the Temporary Global Note in respect of the Series [•],
Class [•] Notes to be exchanged for definitive Notes (the “Submitted Portion”) pursuant to this
certificate (the “Notes”) as provided in the Amended and Restated Indenture, dated as of November
1, 2007 (as amended and supplemented, the “Indenture”) in respect of such issue. This is to
certify that (i) we have received a certificate or certificates, in writing or by tested telex,
with respect to each of the persons appearing in our records as being entitled to a beneficial
interest in the Submitted Portion and with respect to such person’s beneficial interest either (a)
from such person, substantially in the form of Exhibit B-2 to the Indenture, or (b) from [                                        ,                     ], substantially in
 the form of Exhibit B-3 to the Indenture, and (ii) the Submitted
Portion includes no part of the Temporary Global Note excepted in such certificates.



     We further certify that as of the date hereof we have not received any notification from any
of the persons giving such certificates to the effect that the statements made by them with respect
to any part of the Submitted Portion are no longer true and cannot be relied on as of the date
hereof.



     We understand that this certificate is required in connection with certain securities and tax
laws in the United States of America. If administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate or a copy hereof to any interested party in such
proceedings.



	 	 	 	 	 
	Dated:           
              
               
               
       ,        
             , *	 	[                                         ]
	 	 	as operator of the Euroclear System]

[Clearstream, Luxembourg]
	 
	 

	 	By	 	 
	 

	 	 	 	 







 




			
	*	 	To be dated on the date of the proposed exchange.




B-1-1









 










EXHIBIT B-2 




[FORM OF] CERTIFICATE TO BE DELIVERED TO

EUROCLEAR OR CLEARSTREAM, LUXEMBOURG

BY [·] WITH RESPECT TO REGISTERED NOTES SOLD TO QUALIFIED

INSTITUTIONAL BUYERS




AMERICAN EXPRESS ISSUANCE TRUST,

Series [·], Class [·] Notes




     In connection with the initial issuance and placement of the Series [·], Class [·] Notes (the
“Notes”), an institutional investor in the United States (an “institutional investor”) is
purchasing [U.S.$/(pound)/(U)/SF] aggregate principal amount of the Notes hold in our account at [         as operator of the Euroclear System] [Clearstream, Luxembourg] on behalf of such investor.



     We reasonably believe that such institutional investor is a qualified institutional buyer as
such term is defined under Rule 144A of the Securities Act of 1933, as amended.



     [We understand that this certificate is required in connection with United States laws. We
irrevocably authorize you to produce this certificate or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the matters covered by
this certificate.]



     The Definitive Notes in respect of this certificate are to be issued in registered form in the
minimum denomination of [U.S.$/(pound)/(U)/SF] and such Definitive Notes (and, unless the Indenture
or terms document relating to the Notes otherwise provides, any Notes issued in exchange or
substitution for or on registration of transfer of Notes) shall bear the following legend:




     “THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933.
NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN
THE UNITED STATES OR TO U.S. PERSONS (EACH AS DEFINED HEREIN), EXCEPT IN COMPLIANCE WITH THE
REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH
REGISTRATION PROVISIONS. THE TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET
FORTH IN THE INDENTURE REFERRED TO HEREIN. THIS NOTE CANNOT BE EXCHANGED FOR A BEARER NOTE.”



Dated:     
               
              
               
             ,  
                
   ,




	 	 	 	 	 
	 	 	[                    ]
	 

	 	By	 	 
	 

	 	 	 	 
	 	 	Authorized Officer







B-2-1









 








EXHIBIT B-3 




[FORM OF] CERTIFICATE TO BE DELIVERED

TO EUROCLEAR OR CLEARSTREAM, LUXEMBOURG

BY A BENEFICIAL OWNER

OF NOTES, OTHER THAN A QUALIFIED INSTITUTIONAL BUYER




AMERICAN EXPRESS ISSUANCE TRUST,

Series [·], Class [·] Notes




     This is to certify that as of the date hereof and except as provided in the third paragraph
hereof, the Series [·], Class [·] Notes held by you for our account (the “Notes”) (i) are owned by
a person that is a United States person, or (ii) are owned by a United States person that is
(A) the foreign branch of a United States financial institution (as defined in U.S. Treasury
Regulations Section 1.165-12(c)(1)(v)) (a “financial institution”) purchasing for its own account
or for resale, or (B) a United States person who acquired the Notes through the foreign branch of a
financial institution and who holds the Notes through the financial institution on the date hereof
(and in either case (A) or (B), the financial institution hereby agrees to comply with the
requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended,
and the regulations thereunder), or (iii) are owned by a financial institution for purposes of
resale during the Restricted Period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)). In addition, financial institutions described in clause (iii) of the
preceding sentence (whether or not also described in clause (i) or (ii)) certify that they have not
acquired the Notes for purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.



     We undertake to advise you by tested telex if the above statement as to beneficial ownership
is not correct on the date of delivery of the Notes in bearer form with respect to such of the
Notes as then appear in your books as being held for our account.



     This certificate excepts and does not relate to [U.S.$/(pound)/(U)/SF] principal amount of
Notes held by you for our account, as to which we are not yet able to certify beneficial ownership.
We understand that delivery of Definitive Notes in such principal amount cannot be made until we
are able to so certify.



B-3-1









 





     We understand that this certificate is required in connection with certain securities and tax
laws in the United States of America. If administrative or legal proceedings are commenced or
threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate or a copy hereof to any interested party in such
proceedings. As used herein, “United States” means the United States of America, including the
States and the District of Columbia, its territories, its possessions and other areas subject to
its jurisdiction; and “United States Person” means a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the laws of the United
States, or any political subdivision thereof, or an estate or trust the income of which is subject
to United States federal income taxation regardless of its source.



	 	 	 	 	 
	Dated:    
                
               
                
           ,     
                *

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:






     As, or as agent for, the beneficial owner(s) of the interest in the Notes to which this
certificate relates.





 




			
	*	 	This certificate must be dated on the earlier of the date of the
first payment of interest in respect of the Notes and the date of the delivery
of the Notes in definitive form.




B-3-2









 










EXHIBIT C




FORM OF ANNUAL CERTIFICATION





	 	Re: The Amended and Restated Indenture, dated as of November 1, 2007 (the
“Indenture”), among American Express Issuance Trust, as issuer, and The Bank of New
York, as indenture trustee and as securities intermediary






     I,                                         , the                          
                of THE BANK OF NEW YORK (the
“Company”), certify to the Transferor, and their respective officers, with the knowledge and intent
that they will rely upon this certification, that:




     (1) I have reviewed the report on assessment of the Company’s compliance provided in
accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”),
and the registered public accounting firm’s attestation report provided in accordance with
Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the
“Attestation Report”), that were delivered by the Company to the Transferor pursuant to the
Indenture (collectively, the “Company Information”);




     (2) To the best of my knowledge, the Company Information, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in the light of the circumstances under which such statements
were made, not misleading with respect to the period of time covered by the Company
Information;




     (3) To the best of my knowledge, all of the Company Information required to be
provided by the Company under the Indenture has been provided to the Transferor; and




     (4) To the best of my knowledge, except as disclosed in the Servicing Assessment or the
Attestation Report, the Company has fulfilled its obligations in all material respects under
the Indenture.



	 	 	 	 	 
	 

	 	Date:
	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






C-1









 






EXHIBIT D




SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE




     The assessment of compliance to be delivered by the Indenture Trustee shall address, at a
minimum, the criteria identified as below as “Applicable Servicing Criteria”:



	 	 	 	 	 
	 	 	 	 	
	 	 	Servicing Criteria	 	Applicable
	Reference	 	Criteria	 	Servicing Criteria
	 

	 	General Servicing Considerations	 	 
	 
	 	 	 	 
	1122(d)(1)(i)

	 	Policies and procedures are instituted to monitor any performance or
other triggers and events of default in accordance with the
transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(1)(ii)

	 	If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the third
party’s performance and compliance with such servicing activities.	 	 
	 
	 	 	 	 
	1122(d)(1)(iii)

	 	Any requirements in the transaction agreements to maintain a back-up
servicer for the credit card accounts or accounts are maintained.	 	 
	 
	 	 	 	 
	1122(d)(1)(iv)

	 	A fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and otherwise
in accordance with the terms of the transaction agreements.	 	 
	 
	 	 	 	 
	 

	 	Cash Collection and Administration	 	 
	 
	 	 	 	 
	1122(d)(2)(i)

	 	Payments on credit card accounts are deposited into the appropriate
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
	 	ü1
	 
	 	 	 	 
	1122(d)(2)(ii)

	 	Disbursements made via wire transfer on behalf of an obligor or to
an investor are made only by authorized personnel.
	 	ü
	 
	 	 	 	 
	1122(d)(2)(iii)

	 	Advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(2)(iv)

	 	The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of overcollateralization,
are separately maintained (e.g., with respect to commingling of
cash) as set forth in the transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(2)(v)

	 	Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction agreements.
For purposes of this criterion, “federally insured depository
institution” with respect to a foreign financial institution means a
foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.	 	 
	 
	 	 	 	 
	1122(d)(2)(vi)

	 	Unissued checks are safeguarded so as to prevent unauthorized access.	 	 
	 
	 	 	 	 
	1122(d)(2)(vii)

	 	Reconciliations are prepared on a monthly basis for all asset-backed
securities related bank accounts, including custodial accounts and
related bank clearing accounts. These reconciliations are (A)
mathematically accurate; (B) prepared within 30 calendar days after
the bank statement cutoff date, or such other number of days
specified in the transaction agreements; (C) reviewed and approved
by someone other than the person who prepared the reconciliation;
and (D) contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their
original identification, or such other number of days specified in
the transaction agreements.	 	 








 




			
	1	 	Solely with regard to deposits made by the Indenture
Trustee.




D-1









 










	 	 	 	 	 
	 	 	 	 	 
	 	 	Servicing Criteria	 	Applicable
	Reference	 	Criteria	 	Servicing Criteria
	 

	 	Investor Remittances and Reporting	 	 
	 
	 	 	 	 
	1122(d)(3)(i)

	 	Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in the
transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with investors’
or the trustee’s records as to the total unpaid principal balance
and number of credit card accounts serviced by the Servicer.	 	 
	 
	 	 	 	 
	1122(d)(3)(ii)

	 	Amounts due to investors are allocated and remitted in accordance
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
	 	ü
	 
	 	 	 	 
	1122(d)(3)(iii)

	 	Disbursements made to an investor are posted within two business
days to the Servicer’s investor records, or such other number of
days specified in the transaction agreements.
	 	ü
	 
	 	 	 	 
	1122(d)(3)(iv)

	 	Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank
statements.
	 	ü
	 
	 	 	 	 
	 

	 	Pool Asset Administration	 	 
	 
	 	 	 	 
	1122(d)(4)(i)

	 	Collateral or security on credit card accounts is maintained as
required by the transaction agreements or related asset pool
documents.
	 	ü
	 
	 	 	 	 
	1122(d)(4)(ii)

	 	Account and related documents are safeguarded as required by the
transaction agreements
	 	ü
	 
	 	 	 	 
	1122(d)(4)(iii)

	 	Any additions, removals or substitutions to the asset pool are made,
reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(4)(iv)

	 	Payments on credit card accounts, including any payoffs, made in
accordance with the related credit card accounts documents are
posted to the Servicer’s obligor records maintained no more than two
business days after receipt, or such other number of days specified
in the transaction agreements, and allocated to principal, interest
or other items (e.g., escrow) in accordance with the related asset
pool documents.	 	 
	 
	 	 	 	 
	1122(d)(4)(v)

	 	The Servicer’s records regarding the accounts and the accounts agree
with the Servicer’s records with respect to an obligor’s unpaid
principal balance.	 	 
	 
	 	 	 	 
	1122(d)(4)(vi)

	 	Changes with respect to the terms or status of an obligor’s account
(e.g., loan modifications or re-agings) are made, reviewed and
approved by authorized personnel in accordance with the transaction
agreements and related pool asset documents.	 	 
	 
	 	 	 	 
	1122(d)(4)(vii)

	 	Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and concluded
in accordance with the timeframes or other requirements established
by the transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(4)(viii)

	 	Records documenting collection efforts are maintained during the
period a Account is delinquent in accordance with the transaction
agreements. Such records are maintained on at least a monthly basis,
or such other period specified in the transaction agreements, and
describe the entity’s activities in monitoring delinquent Accounts
including, for example, phone calls, letters and payment
rescheduling plans in cases where delinquency is deemed temporary
(e.g., illness or unemployment).	 	 
	 
	 	 	 	 
	1122(d)(4)(ix)

	 	Adjustments to interest rates or rates of return for Accounts with
variable rates are computed based on the related Account documents.	 	 






D-2









 






	 	 	 	 	 
	 	 	 	 	 
	 	 	Servicing Criteria	 	Applicable
	Reference	 	Criteria	 	Servicing Criteria
	1122(d)(4)(x)

	 	Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor’s Account documents, on at least an annual basis, or such
other period specified in the transaction agreements; (B) interest
on such funds is paid, or credited, to obligors in accordance with
applicable Account documents and state laws; and (C) such funds are
returned to the obligor within 30 calendar days of full repayment of
the related Accounts, or such other number of days specified in the
transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(4)(xi)

	 	Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(4)(xii)

	 	Any late payment penalties in connection with any payment to be made
on behalf of an obligor are paid from the servicer’s funds and not
charged to the obligor, unless the late payment was due to the
obligor’s error or omission.	 	 
	 
	 	 	 	 
	1122(d)(4)(xiii)

	 	Disbursements made on behalf of an obligor are posted within two
business days to the obligor’s records maintained by the servicer,
or such other number of days specified in the transaction
agreements.	 	 
	 
	 	 	 	 
	1122(d)(4)(xiv)

	 	Delinquencies, charge-offs and uncollectible accounts are recognized
and recorded in accordance with the transaction agreements.	 	 
	 
	 	 	 	 
	1122(d)(4)(xv)

	 	Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
as set forth in the transaction agreements.	 	 






	 	 	 	 	 
	 	 	[NAME OF INDENTURE TRUSTEE]
	 
	 	 	 	 
	 	 	Date:	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 







D-3