Exhibit 10.3




EXECUTION COPY




 




 








 









 




INDENTURE




 




 




by and between




 




 




ACAS BUSINESS

LOAN TRUST 2002–2,




as the Issuer,




 




 




and




 




 




WELLS FARGO

BANK MINNESOTA, NATIONAL ASSOCIATION,




not in its individual capacity

but solely in its capacity,




as the Indenture Trustee




 




 




Dated as of August 8, 2002




 








 









 




 




ACAS Business Loan Trust 2002–2 Loan–Backed Notes




Class A, Class B and Class C Notes




 




 





























 




INDENTURE




 




THIS INDENTURE, dated as of August 8, 2002 (as amended, modified,

restated, replaced, substituted, supplemented, waived or extended from time to

time, the “Indenture”), is by and

between ACAS BUSINESS LOAN TRUST 2002–2, a Delaware business trust, as the

issuer (together with its successors and assigns, in such capacity, the “Issuer”), and WELLS FARGO BANK MINNESOTA,

NATIONAL ASSOCIATION, not in its individual capacity but solely in its capacity

as the indenture trustee (together with its successors and assigns, in such

capacity, the “Indenture Trustee”).




 




Each

party hereto agrees as follows for the benefit of the other parties and for the

equal and ratable benefit of the Holders of the Issuer’s Class A

Loan–Backed Notes, Series 2002–2 (the “Class A

Notes”), Class B Loan–Backed

Notes, Series 2002–2 (the “Class B

Notes”), Class C

Loan–Backed Note, Series 2002–2 (the “Class C

Note” and together with the

Class A Notes and Class B Notes, the “Notes”):




 




GRANTING CLAUSE




 




The

Issuer hereby Grants to the Indenture Trustee on behalf of and for the benefit

of the Holders of the Notes and the Swap Counterparties, without recourse,

subject to the terms of this Indenture and the other Transaction Documents, a

continuing security interest and lien on all of the Issuer’s right, title and

interest in and to all accounts, cash and currency, chattel paper, tangible

chattel paper, electronic chattel paper, copyrights, copyright licenses,

equipment, fixtures, general intangibles, instruments, commercial tort claims,

deposit accounts, inventory, investment property, letter–of–credit rights,

software, supporting obligations, accessions, and other property consisting of,

arising out of, or related to (i) the Loans and all other assets included

or to be included from time to time in the Loan Assets, whether now existing or

hereafter arising or acquired, other than the Retained Interest, if any, as it

may exist from time to time and (ii) all payments under any Swap

(collectively, the “Indenture Collateral”).




 




The

foregoing Grant is made in trust to secure the payment of principal of and

interest on, and any other amounts owing in respect of, the Notes, equally and

ratably without prejudice, priority or distinction and all other sums owing by

the Issuer hereunder or under any other Transaction Document or under any Swap

Transaction, and to secure compliance with the provisions of this Indenture,

all as provided in this Indenture.




 




The

Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes

and on behalf of the Swap Counterparties, acknowledges such Grant, accepts the

trust under this Indenture in accordance with the provisions of this Indenture

and agrees to perform its duties required in this Indenture to the best of its

ability.




 





























 




ARTICLE I




 




DEFINITIONS

AND INCORPORATION BY REFERENCE




 




Section 1.01                            Definitions.




 




Certain

defined terms used throughout this Indenture are defined above or in this Section 1.01.  In addition, except as

otherwise expressly provided herein or unless the context otherwise requires,

capitalized terms used but not otherwise defined herein shall have the meanings

given to such terms in the Transfer and Servicing Agreement (as defined below),

which are incorporated herein by reference.




 




“Accredited Investors” shall

have the meaning specified in Rule 501(a)(1)–(3) or (7) under the

Securities Act.




 




“Act” shall have the meaning specified in subsection 11.03(a).




 




“Aggregate

Notional Amount” means, on any

date, the aggregate notional amount in respect of the payment obligations of

the relevant Swap Counterparty that is outstanding on that date under all Swap

Transactions or any group thereof, as the context requires.




 




“Applicable Procedures” has the

meaning given to such term in subsection 4.02(j)(i).




 




“Authorized Newspaper” means a

newspaper 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, whether or not published on Saturdays, Sundays or holidays.




 




“Authorized Officer” means,

with respect to any Person, any person who is authorized to act for such Person

in matters relating to the Transaction Documents and whose action is binding

upon such Person.  With respect to the

Issuer, any officer of the Owner Trustee who is authorized to act for the Owner

Trustee in matters relating to the Issuer. 

With respect to the Trust Depositor or the Servicer, initially those

individuals the names of whom appear on the lists of Authorized Officers

delivered on the Closing Date (as such list may be modified or supplemented

from time to time thereafter).  With

respect to the Indenture Trustee, the Chairman or Vice President of the Board

of Directors or Trustees, the Chairman or Vice Chairman of the Executive or

Standing Committee of the Board of Directors or Trustees, the President, the

Chairman of the Committee on Trust Matters, any vice president, any assistant

vice president, the Secretary, any assistant secretary, the Treasurer, any

assistant treasurer, the Cashier, any assistant cashier, any trust officer, the

Controller and any assistant controller or any other officer of the Indenture

Trustee customarily performing functions similar to those performed by any of

the above designated officers and also, with respect to a particular matter,

any other officer to whom such matter is referred because of such officer’s

knowledge of and familiarity with particular subject.




 




“Beneficial Owner” means, with

respect to a Note, the Person who is the beneficial owner of such Note, as

reflected on the books of the Depository or on the books of a Person

maintaining an account with such Depository (directly or as an indirect

participant, in accordance with the rules of such Depository), as the case may

be.




 




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“Certificate Account” has the

meaning given to such term in Section 5.01

of the Trust Agreement.




 




“Certificate Registrar” means

initially, the Indenture Trustee, and thereafter, any successor appointed

pursuant to the Trust Agreement.




 




“Clearstream” means Clearstream

Banking, a société anonyme, a limited liability company organized under the

laws of Luxembourg.




 




“Corporate Trust Office” means

in the case of Owner Trustee: Wachovia Trust Company, National Association, One

Rodney Square, 1st Floor, Wilmington, Delaware 19801,

Attention:  Corporate Trust

Administration, and in the case of the Indenture Trustee:  Wells Fargo Bank Minnesota, National

Association, Sixth and Marquette Avenue, MAC N9311–161, Minneapolis, Minnesota

55479, Attention:  Corporate Trust

Services/Asset Backed Administration, or at such other address as the Owner

Trustee or the Indenture Trustee may designate from time to time by notice to the

Issuer, or the principal corporate trust officer of any successor Owner Trustee

or Indenture Trustee at the address designated by such successor by notice to

the Issuer.




 




“Credit

Support Provider” means, in

respect of a Swap Counterparty, any Person providing credit support on behalf

of such Swap Counterparty.




 




“Default” means any occurrence that is, or with notice or

the lapse of time or both would become, an Event of Default.




 




“Depository” means The

Depository Trust Company or its successors or assigns.




 




“Depository Participant” means

a Person for whom, from time to time, the Depository effects book–entry

transfers and pledges of securities deposited with the Depository.




 




“Direct Participant” means any

broker–dealer, bank or other financial institution for whom the nominee of the

Depository holds an interest in any Note.




 




“DTC” means The Depository Trust Company, and its

successors.




 




“DTC Custodian” means the

Indenture Trustee as a custodian for DTC.




 




“ERISA” means the Employee Retirement Income Security

Act of 1974, as amended from time to time, or any successor legislation

thereto, and the regulations promulgated and the rulings issued thereunder.




 




“Event

of Default” has the

meaning given to such term in Section 5.01.




 




“Exchange Act” means the Securities Exchange Act of 1934, and regulations promulgated

thereunder.




 




“Fee

Event” means an Event of Default

other than the occurrence of the following:




 




(1)           the Class C Note is held by more than

ten (10) persons;




 




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(2)           the Originator or the Servicer agrees

or consents to, or otherwise permits to occur, any amendment, modification,

change, supplement or recission of or to the Credit and Collection Policy in

whole or in part that could reasonably be expected to have a material adverse

effect on the Noteholders and the Swap Counterparties; and




 




(3)           on any day any Swap Transaction fails

to meet the requirements set forth in this Indenture and such failure continues

unremedied for a period of thirty (30) days after written notice.




 




“Fixed

Rate Permitted Excess Amount”

means, with respect to Fixed Rate Loans, $250,000.




 




“Floating

Rate Permitted Excess Amount”

means, with respect to Floating Rate Loans, $250,000.




 




“Global Note” means any Note

registered in the name of the Depository or its nominee, beneficial interests

of which are reflected on the books of the Depository or on the books of a

Person maintaining any account with such Depository (directly or as an indirect

participant in accordance with the rules of such Depository).  The Global Note shall include the

Rule 144A Global Notes and the Regulation S Global Notes.




 




“Grant” means to mortgage, pledge, bargain, sell,

warrant, alienate, remise, release, convey, assign, transfer, create and grant

a lien upon and a security interest in and right of set–off against, deposit,

set over and confirm pursuant to this Indenture.  A Grant of the Indenture Collateral or of any other agreement or

instrument shall include all rights, powers and options (but none of the

obligations) of the granting party thereunder, including the immediate and

continuing right to claim for, collect, receive and give receipt for principal

and interest payments in respect of the collateral or other agreement or

instrument and all other moneys payable thereunder, to give and receive notices

and other communications, to make waivers or other agreements, to exercise all

rights and options, to bring Proceedings in the name of the granting party or

otherwise and generally to do and receive anything that the granting party is

or may be entitled to do or receive thereunder or with respect thereto.




 




“Indenture

Collateral” has the meaning

given to such term in the Granting Clauses.




 




“Indenture

Trustee” has the meaning given

to such term in the Preamble.




 




“Independent” means, when used with respect to any specified

Person, that the Person (i) is in fact independent of the Issuer, any

other obligor upon the Notes, the Trust Depositor, the Originator and any of

their respective Affiliates, (ii) does not have any direct financial

interest or any material indirect financial interest in the Issuer, any such

other obligor, the Originator or any of their respective Affiliates, and

(iii) is not connected with the Issuer, any such other obligor, the

Originator or any Affiliate of any of the foregoing Persons as an officer,

employee, promoter, underwriter, trustee, partner, director or person

performing similar functions.




 




“Independent

Certificate” means a certificate

or opinion to be delivered to the Indenture Trustee under the circumstances

described in, and otherwise complying with, the applicable requirements of Section 11.01, made by an Independent appraiser or other expert appointed by an Issuer

Order and approved by the Indenture Trustee in the exercise of reasonable care,

and such opinion or




 




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certificate shall state that the signer has

read the definition of “Independent” in this Indenture and that the signer is

Independent within the meaning thereof.




 




“Indirect Participant” means

any financial institution for whom any Direct Participant holds an interest in

any Note.




 




“Individual Note” means any

Note registered in the name of a holder other than the Depository or its

nominee.




 




“Initial Purchaser” means

Wachovia Securities, Inc.




 




“Institutional Accredited Investor”

means any Person meeting the requirements of Rule 501(a) (1) – (3) or (7)

of Regulation D under the Securities Act.




 




“Issuer

Order” and “Issuer Request” means a written order or request signed in the name of the Issuer by

any one of its Authorized Officers and delivered to the Indenture Trustee.




 




“Legal

Final Maturity Date” means May

20, 2015.




 




“Letter of Representations”

means the Letter of Representations, dated August 8, 2002, among the Issuer,

the Indenture Trustee and the Depository.




 




“Note

Interest Rate” means, as the

context may require, the Class A Note Interest Rate and the Class B

Note Interest Rate, or any of them, in each case as defined in the Transfer and

Servicing Agreement.




 




“Note Register” has the meaning

given to such term in Section 4.02.




 




“Note Registrar” has the

meaning given to such term in Section 4.02.




 




“Opinion” or “Opinion of Counsel”

means a written opinion of counsel, who may, without limitation, be internal

counsel for ACAS or the Servicer, reasonably acceptable to the Indenture

Trustee and experienced in matters relating thereto.




 




“Outstanding” means, as of the date of determination, all

Notes theretofore authenticated and delivered under this Indenture except:




 




(i)            Notes theretofore cancelled by the Note Registrar or

delivered to the Note Registrar for cancellation;




 




(ii)           Notes or portions thereof the payment for which money in

the necessary amount has been theretofore deposited with the Indenture Trustee

or any Paying Agent in trust for the Holders of such Notes (provided, however, that if such Notes are to be redeemed, notice

of such redemption has been duly given pursuant to this Indenture or provision

for such notice, satisfactory to the Indenture Trustee, has been made); and




 




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(iii)          Notes in exchange for or in lieu of other Notes which have

been authenticated and delivered pursuant to this Indenture unless proof

satisfactory to the Indenture Trustee is presented that any such Notes are held

by a bona fide purchaser;




 




provided, however, that in determining whether the Holders of the

requisite Outstanding Amount have given any request, demand, authorization,

direction, notice, consent or waiver hereunder or under any other Transaction

Document, Notes owned by the Issuer, the Trust Depositor, the Originator, the

Servicer or any of their respective Affiliates shall be disregarded and deemed

not to be Outstanding, except that, in determining whether the Indenture

Trustee shall be protected in relying upon any such request, demand,

authorization, direction, notice, consent or waiver, only Notes that a

Responsible Officer of the Indenture Trustee actually knows to be so owned

shall be so disregarded.  Notes so owned

that have been pledged in good faith may be regarded as Outstanding if the

pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s

right so to act with respect to such Notes and that the pledgee is not the

Issuer, any other obligor upon the Notes, the Trust Depositor, the Originator

or any of their respective Affiliates.




 




“Outstanding

Amount” means the aggregate

principal amount of all Notes of one Class or of all Classes, as the case may

be, Outstanding at the date of determination.




 




“Owner” means each Holder of a

Note.




 




“Owner

Trustee” means Wachovia Trust

Company, National Association, not in its individual capacity, but solely as

owner trustee under the Trust Agreement, and any successor owner trustee under

the Trust Agreement.




 




“Participant” means a Person

that has an account with DTC.




 




“Percentage Interest” means,

with respect to a Class A Note, Class B Note or Class C Note,

the fraction, expressed as a percentage, the numerator of which is the

denomination represented by such Class A Note, Class B Note or

Class C Note and the denominator of which is the Initial Class A

Principal Balance, the Initial Class B Principal Balance or the Initial

Class C Principal Balance, as the case may be.  With respect to a Trust Certificate, the percentage set forth on

the face thereof.




 




“Plan” has the meaning given to

such term in subsection 4.02(t).




 




“Private Placement Memorandum”

means the Private Placement Memorandum, dated August 5, 2002 prepared in

connection with the offer and sale of the Class A Notes and the Class B

Notes.




 




“Proceeding” means any suit in equity, action at law or

other judicial or administrative proceeding.




 




“Qualified Institutional Buyer”

has the meaning given to such term in Rule 144A under the Securities Act.




 




“Qualified

Swap Counterparty” means a party

that is a recognized dealer in interest rate swaps, organized under the laws of

the United States or a jurisdiction located therein (or another jurisdiction

reasonably acceptable to the Issuer and each Rating Agency), that with respect

to




 




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itself or its Credit Support Provider:

(a) at the time it becomes a Swap Counterparty has a short–term rating of

at least “A–1” by S&P (for so long as any Class A Notes or Class B

Notes are deemed Outstanding hereunder and are rated by S&P) and “F–1” by

Fitch (for so long as any Class A Notes or Class B Notes are deemed

Outstanding hereunder and are rated by Fitch) and either a long–term senior

unsecured debt rating of at least “Aa3” by Moody’s (if such Person does not

have a “P–1” short–term debt rating by Moody’s) or a long–term senior unsecured

debt rating of “A1” by Moody’s (only if the short–term debt of such Person is

rated “P–1” by Moody’s) (for so long as any Class A Notes or Class B

Notes are deemed Outstanding hereunder and are rated by Moody’s) and thereafter

maintains a short–term rating of at least “A–1” by S&P (for so long as any

Class A Notes or Class B Notes are deemed Outstanding hereunder and are rated

by S&P) and “F–2” by Fitch (for so long as any Class A Notes or Class B

Notes are deemed Outstanding hereunder and are rated by Fitch) and either a

long–term senior unsecured debt rating of at least “A1” by Moody’s (if such

Person does not have a “P–1” short–term debt rating by Moody’s) or a long–term

senior unsecured debt rating of at least “A2” by Moody’s (only if the

short–term debt of such Person is rated “P–1” by Moody’s) (for so long as any

Class A Notes or Class B Notes are deemed Outstanding hereunder and by

Moody’s); (b) legally and effectively accepts the rights and obligations

under the applicable Swap, or, as the case may be, alternate credit support

arrangements pursuant to a written agreement reasonably acceptable to the

Issuer and (c) in connection with a Substitute Swap Counterparty, otherwise

satisfies the Rating Agency Condition.




 




“Redemption

Date” means, in the case of a

payment to Noteholders pursuant to Section 10.01, the Payment Date specified by the Servicer or

the Issuer pursuant to Section 10.01.




 




“Redemption

Date Amount” means in the case

of a payment made to Noteholders pursuant to Section 10.01, the amount on deposit in the Note Distribution

Account, but not in excess of an amount equal to the unpaid principal amount of

the Notes redeemed plus accrued and unpaid interest thereon at the weighted

average of the Note Interest Rate for each Class of Notes being so redeemed to

but excluding the Redemption Date.




 




“Regulation S” means

Regulation S under the Securities Act.




 




“Regulation S Global Notes”

means the Notes sold in offshore transactions in reliance on Regulation S

and represented by one or more Global Notes deposited with the Indenture

Trustee as custodian for the Depository.




 




“Regulation S Investor”

means, with respect to a transferee of a Regulation S Global Note pursuant

to Regulation S.




 




“Restricted Period” means the

forty (40) day period prescribed by Regulation S commencing on the later

of (a) the date upon which Notes are first offered to Persons other than

the Initial Purchaser and any other distributor (as such term is defined in

Regulation S) of the Notes and (b) the Closing Date.




 




“Rule 144A Certification”

means a letter substantially in the form attached to the Indenture as Exhibit D–2.




 




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“Rule 144A Global Notes”

means the Notes sold within the United States to U.S. Persons, initially issued

to Qualified Institutional Buyers in the form of beneficial interests in one or

more Global Notes, deposited with the Indenture Trustee as custodian for the

Depository.




 




“Securities Act” means the

Securities Act of 1933, as amended.




 




“Securities Legend” “THIS NOTE

HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED (THE “SECURITIES ACT”), OR

UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE.  THE HOLDER HEREOF, BY PURCHASING THIS NOTE,

AGREES THAT THIS NOTE MAY BE RE–OFFERED, RESOLD, PLEDGED OR OTHERWISE

TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE

LAWS AND ONLY (1) (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT

(“RULE 144A”) TO A PERSON THAT THE

HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE

MEANING OF RULE 144A (A “QIB”),

PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB,

WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR

OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (B) IN

CERTIFICATED FORM TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING

OF RULE 501(a)(1)–(3) OR (7) UNDER THE SECURITIES ACT) PURCHASING FOR

INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT

TO (X) THE RECEIPT BY THE INDENTURE TRUSTEE OF A LETTER SUBSTANTIALLY IN

THE FORM PROVIDED IN THE INDENTURE AND (Y) THE RECEIPT BY THE INDENTURE

TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE TRUSTEE THAT SUCH

REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT

AND OTHER APPLICABLE LAWS, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE

WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES

ACT, (3) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT

AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR

(4) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT.”




 




“Series” means 2002–2.




 




“State” means any one of the fifty (50) states of the

United States, or the District of Columbia or any of its territories.




 




“Substitute

Swap Counterparty” means any

substitute or replacement swap counterparty under a Swap.




 




“Swap” means each agreement between the Issuer and a

Swap Counterparty that governs one or more Swap Transactions, which agreement

shall consist of a “Master Agreement” in a form published by the International

Swaps and Derivatives Association, Inc., together with a “Schedule” and “Credit

Support Annex”, and each “Confirmation” thereunder confirming the specific

terms of each such Swap Transaction.




 




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“Swap

Counterparty” means Wachovia

Bank, National Association or any other Qualified Swap Counterparty that agrees

that in the event that it or its Credit Support Provider fails to maintain

certain ratings as provided in the applicable Swap, then the Swap Counterparty

shall (i) transfer all of its rights and obligations under the Swap to a

Substitute Swap Counterparty as provided in the Swap or (ii) post

collateral, as applicable, as provided in the Swap.




 




“Swap

Transactions” has the meaning

given to such term in the Transfer and Servicing Agreement.




 




“Termination

Date” means the date on which

the Indenture Trustee shall have received payment and performance of all

amounts and obligations which the Issuer may owe to or on behalf of the

Indenture Trustee for the benefit of the Noteholders under this Indenture or

the Notes, all outstanding Swap Transactions under all Swaps then in effect

have been terminated and all amounts, including Swap Breakage Costs, payable in

connection with such termination have been paid in full to the Swap

Counterparties.




 




“Transfer” has the meaning

given to such term in Section 4.02.




 




“Transfer

and Servicing Agreement” means

the Transfer and Servicing Agreement, dated as of August 8, 2002, by and among

ACAS Business Loan Trust 2002–2, as the Issuer, ACAS Business Loan LLC, 2002–2,

as the Trust Depositor, American Capital Strategies, Ltd., as the Originator

and as the Servicer, and Wells Fargo Bank Minnesota, National Association, as

the Indenture Trustee and as the Backup Servicer.




 




“Transferee Letter” means the

letter set forth in Exhibit D–1 to

the Indenture.




 




“Trust

Agreement” means the Trust

Agreement, dated as of August 1, 2002, between the Trust Depositor and the

Owner Trustee.




 




“Trust Certificate” means a

certificate evidencing the beneficial interest of a Certificateholder in the

Issuer, substantially in the form of Exhibit A

attached to the Trust Agreement.




 




“Trust

Indenture Act” or “TIA”

means the Trust Indenture Act of 1939, as amended from time to time, as in

effect on any relevant date.




 




“UCC” means, unless the context otherwise requires,

the Uniform Commercial Code, as in effect in the relevant jurisdiction, as

amended from time to time.




 




“U.S. Person” means a person

that is a citizen or resident of the United States, a corporation or

partnership (except as provided in applicable Treasury regulations) created or

organized in or under the laws of the United States, any State or the District

of Columbia, including any entity treated as a corporation or partnership for

federal income tax purposes, an estate whose income is subject to United States

federal income tax regardless of its source, or a trust if a court within the

United States is able to exercise primary supervision over the administration

of such trust, and one or more such U.S. Persons have the authority to control

all substantial decisions of such trust (or, to the extent provided as applicable

Treasury regulations, certain trusts in existence on August 20, 1996 which

are eligible to elect to be treated as a U.S. Person).




 




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Section 1.02                            Incorporation by Reference of Trust Indenture Act.




 




Whenever

this Indenture refers to a provision of the TIA, the provision is incorporated

by reference in and made a part of this Indenture.  The following TIA terms used in this Indenture have the following

meanings:




 




“Commission”

means the Securities and Exchange Commission.




 




“indenture

securities” means the Notes and the Swaps.




 




“indenture

security holder” means a Noteholder and a Swap Counterparty.




 




“indenture

to be qualified” means this Indenture.




 




“indenture

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




 




“obligor”

on the indenture securities means the Issuer and any other obligor on the

indenture securities.




 




All

other TIA terms used in this Indenture that are defined by the TIA, defined by

TIA reference to another statute or defined by Commission rule have the meaning

assigned to them by such definitions.




 




Section 1.03                            Rules of Construction.




 




Unless

the context otherwise requires:




 




(i)            a term has the meaning given to it;




 




(ii)           an accounting term not otherwise defined has the meaning

given to it in accordance with generally accepted accounting principles as in

effect from time to time;




 




(iii)          “or” is not by its use intended to exclude all other items;




 




(iv)          “including” means including without limitation;




 




(v)           words in the singular include the plural and words in the

plural include the singular;




 




(vi)          any agreement, instrument or statute defined or referred to

herein or in any instrument or certificate delivered in connection herewith

means such agreement, instrument or statute as from time to time amended,

modified, waived, supplemented or restated and includes (in the case of

agreements or instruments) references to all attachments thereto and

instruments incorporated therein; references to a Person are also to its

permitted successors and assigns; and




 




(vii)         the words “hereof,” “herein” and “hereunder” and words of

similar import when used in this Indenture shall refer to this Indenture as a

whole and not to any particular provision of this Indenture; Section,

subsection and Schedule references




 




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contained in this Indenture are references to Sections,

subsections and Schedules in or to this Indenture unless otherwise specified.




 




ARTICLE II




 




THE NOTES




 




Section 2.01                            Form.




 




The

Notes, in each case together with the Indenture Trustee’s certificate of

authentication, shall be in substantially the forms set forth as Exhibits A–1,  A–2 and A–3 to

this Indenture with such appropriate insertions, omissions, substitutions and

other variations as are required or permitted by this Indenture and may have

such letters, numbers or other marks of identification and such legends or

endorsements placed thereon as may, consistently herewith, be determined by the

appropriate Authorized Officers executing such Notes, as evidenced by their

execution of the Notes.  Any portion of

the text of any Note may be set forth on the reverse thereof, with an

appropriate reference thereto on the face of the Note.




 




The

Notes shall be typewritten, printed, lithographed or engraved or produced by

any combination of these methods (with or without steel engraved borders), all

as determined by the Authorized Officers executing such Notes, as evidenced by

their execution of such Notes.




 




The

terms of the Notes set forth in Exhibits A–1,  A–2 and  A–3

hereto are part of the terms of this Indenture.




 




Section 2.02                            Execution, Authentication and Delivery.




 




The

Notes shall be executed on behalf of the Issuer by any of its Authorized

Officers.  The signature of any such

Authorized Officer on the Notes may be manual or facsimile.  Notes bearing the manual or facsimile

signature of individuals who were at any time Authorized Officers of the Issuer

shall bind the Issuer, notwithstanding that such individuals or any of them

have ceased to hold such offices prior to the authentication and delivery of

such Notes or did not hold such offices at the date of such Notes.




 




The

Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and

deliver for original issue the Class A Notes for original issue in an

aggregate amount equal to the Initial Class A Principal Balance,

Class B Notes for original issue in an aggregate amount equal to the

Initial Class B Principal Balance and the Class C Note for original

issue in an aggregate amount equal to the Initial Class C Principal

Balance.




 




Each

Note shall be dated the date of its authentication.  The Notes shall be issuable as registered Notes in the minimum

denomination of $1,000,000 and in integral multiples of $100,000 in excess

thereof; provided, however, that one Note of each Class may be issued in a

different denomination.




 




No

Note shall be entitled to any benefit under this Indenture or be valid or

obligatory for any purpose, unless there appears on such Note a certificate of

authentication substantially in the form provided for herein executed by the

Indenture Trustee by the manual signature of one of its




 




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authorized signatories, and such certificate

upon any Note shall be conclusive evidence, and the only evidence, that such

Note has been duly authenticated and delivered hereunder.




 




Section 2.03                            Opinions of Counsel.




 




On

the Closing Date, the Indenture Trustee shall have received: (i) an

Opinion of Counsel, with respect to securities law matters; (ii) an

Opinion of Counsel, with respect to the tax status of the arrangement created

by this Indenture; and (iii) an Opinion of Counsel to the Issuer, with

respect to the due authorization, valid execution and delivery of this

Indenture and with respect to its binding effect on the Issuer.




 




ARTICLE III




 




COVENANTS;

REPRESENTATIONS AND WARRANTIES




 




Section 3.01                            Collection of Payments on Loans; Trust Accounts.




 




The Servicer shall

establish with the Indenture Trustee and cause to be maintained each of the Trust

Accounts specified in Section 7.01

of the Transfer and Servicing Agreement. 

The Indenture Trustee shall ensure that each of the Trust Accounts is

established and maintained as an Eligible Deposit Account with a Qualified

Institution.  If any institution with

which any of the Trust Accounts established pursuant to subsection 7.01(a) of the Transfer and

Servicing Agreement are established ceases to be a Qualified Institution, the

Servicer, or if the Servicer fails to do so, the Indenture Trustee (as the case

may be) shall within ten (10) Business Days establish a replacement account at

a Qualified Institution after notice of such event.  The Indenture Trustee shall make payments of principal of and

interest on the Notes, subject to Section 3.03

and as provided in Section 3.05

herein from moneys on deposit in the Note Distribution Account.




 




Section 3.02                            Maintenance of Office or Agency.




 




The

Issuer will maintain with the Indenture Trustee an office or agency where,

subject to the satisfaction of conditions set forth herein, Notes may be

surrendered for registration of transfer or exchange, and where notices and

demands to or upon the Issuer in respect of the Notes and this Indenture may be

served.  The Issuer hereby initially

appoints the Indenture Trustee to serve as its agent for the foregoing

purposes.  The Issuer will give prompt

written notice to the Indenture Trustee of the location, and of any change in

the location, of any such office or agency. 

If at any time the Issuer shall fail to maintain any such office or

agency or shall fail to furnish the Indenture Trustee with the address thereof,

such surrenders, notices and demands may be made or served at the Corporate

Trust Office of the Indenture Trustee, and the Issuer hereby appoints the

Indenture Trustee as its agent to receive all such surrenders, notices and

demands.




 




Section 3.03                            Money for Payments to be Held in Trust.




 




As

provided in Section 3.01, all payments of amounts due and payable with

respect to any Notes or Swaps that are to be made from amounts withdrawn from

the Collection Account and the Note Distribution Account pursuant to Section 3.01 shall be made on behalf of the Issuer




 




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by the Indenture Trustee or by another Paying

Agent, and no amounts so withdrawn from the Collection Account and the Note

Distribution Account for payments of Notes or any Swaps shall be paid over to

the Issuer except as provided in this Section 3.03.




 




On

or before the Business Day immediately preceding each Payment Date and

Redemption Date, the Issuer shall deposit or cause to be deposited in the Note

Distribution Account an aggregate sum sufficient to pay the amounts then

becoming due, such sum to be held in trust for the benefit of the Persons

entitled thereto and (unless the Paying Agent is the Indenture Trustee) shall

promptly notify the Indenture Trustee in writing of its action or failure so to

act.




 




The

Issuer will cause each Paying Agent other than the Indenture Trustee to execute

and deliver to the Indenture Trustee an instrument in which such Paying Agent

shall agree with the Indenture Trustee (and if the Indenture Trustee acts as

Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.03, that such Paying Agent will:




 




(i)            hold all sums held by it for the payment of amounts due

with respect to the Notes in trust for the benefit of the Persons entitled

thereto until such sums shall be paid to such Persons or otherwise disposed of

as herein provided and pay such sums to such Persons as herein provided;




 




(ii)           give the Indenture Trustee notice of any default by the

Issuer (or any other obligor upon the Notes) in the making of any payment

required to be made with respect to the Notes or the Swaps;




 




(iii)          at any time during the continuance of any such default,

upon the written request of the Indenture Trustee, forthwith pay to the

Indenture Trustee all sums so held in trust by such Paying Agent;




 




(iv)          immediately resign as a Paying Agent and forthwith pay to

the Indenture Trustee all sums held by it in trust for the payment of Notes or

the Swaps if at any time it ceases to meet the standards required to be met by

a Paying Agent at the time of its appointment; and




 




(v)           comply with all requirements of the Code 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 or for any other purpose, by Issuer Order direct any Paying

Agent to pay to the Indenture Trustee all sums held in trust by such Paying

Agent, such sums to be held by the Indenture Trustee upon the same trusts as

those upon which the sums were held by such Paying Agent; and upon such payment

by any Paying Agent to the Indenture Trustee, such Paying Agent shall be

released from all further liability with respect to such money.




 




Subject

to applicable laws with respect to escheat of funds, any money held by the

Indenture Trustee or any Paying Agent in trust for the payment of any amount

due with respect




 




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to any Note and remaining unclaimed for two

(2) years after such amount has become due and payable shall be discharged from

such trust and upon receipt of an Issuer Request shall be deposited by the

Indenture Trustee in the Collection Account; and the Holder of such Note shall

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 shall thereupon cease; provided,

however,

that if such money or any portion thereof had been previously deposited by the

Issuer with the Indenture Trustee for the payment of principal or interest on

the Notes; and provided, further, that, the Indenture

Trustee or such Paying Agent, before being required to make any such repayment,

may at the expense of the Issuer cause to be published once, in an Authorized

Newspaper, notice that such money remains unclaimed and that, after a date

specified therein, which shall not be less than thirty (30) days from the date

of such publication, any unclaimed balance of such money then remaining will be

repaid to or for the account of the Issuer. 

The Indenture Trustee may also adopt and employ, at the expense of the

Issuer, any other reasonable means of notification of such repayment

(including, but not limited to, mailing notice of such repayment to Holders

whose Notes have been called but have not been surrendered for redemption or

whose right to or interest in moneys due and payable but not claimed is

determinable from the records of the Indenture Trustee or of any Paying Agent,

at the last address of record for each such Holder).




 




Section 3.04                            Existence.




 




The

Issuer will keep in full effect its existence, rights and franchises as a

business trust under the laws of the State of Delaware (unless it becomes, or

any successor Issuer hereunder is or becomes, organized under the laws of any

other state or of the United States, in which case the Issuer will keep in full

effect its existence, rights and franchises under the laws of such other

jurisdiction) and will obtain and preserve its qualification to do business in

each jurisdiction in which such qualification is or shall be necessary to

protect the validity and enforceability of this Indenture, the Notes, the other

Transaction Documents, the Indenture Collateral and each other instrument or

agreement included in the Indenture Collateral.




 




Section 3.05                            Payment of Principal and Interest.




 




The Issuer will duly and

punctually pay (i) the principal of and interest on the Notes in

accordance with the terms of such Notes, this Indenture and the Transfer and Servicing

Agreement and (ii) all amounts payable under the Swaps in accordance with

the terms thereof, this Indenture and the Transfer and Servicing

Agreement.  The Issuer will cause to be

distributed on a Payment Date all amounts on deposit in the Note Distribution

Account pursuant to the Transfer and Servicing Agreement for the benefit of the

Notes, to the applicable Noteholders, and for the benefit of the Swaps, to the

applicable Swap Counterparties.  Amounts

properly withheld under the Code or any applicable state law by any Person from

a payment to any Noteholder of interest and/or principal shall be considered as

having been paid by the Issuer to such Noteholder for all purposes of this

Indenture.




 




Section 3.06                            Protection of Indenture Collateral.




 




(a)           The Issuer intends the security

interest Granted pursuant to this Indenture in favor of the Indenture Trustee

on behalf of the Noteholders and Swap Counterparties to be prior to all




 




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other liens in respect of the Indenture

Collateral, and the Issuer shall take all actions necessary to obtain and

maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders

and Swap Counterparties, a first lien on and a first priority, perfected

security interest in the Indenture Collateral. 

In connection therewith, pursuant to Section 2.07 of the Transfer and Servicing Agreement, the Issuer shall cause to be

delivered into the possession of the Indenture Trustee as pledgee hereunder,

indorsed in blank, any “instruments” (within the meaning of the UCC), not

constituting part of chattel paper, evidencing any Loan which is part of the

Indenture Collateral and all other portions of the Loan Files.  The Indenture Trustee acknowledges and

agrees that (i) it holds the Loan Assets delivered to it under the ACAS

Transfer Agreement for the benefit of the Trust Depositor, (ii) it holds

the Loan Assets delivered to it under the Transfer and Serving Agreement for

the benefit of the Trust, and (iii) it holds the Indenture Collateral

delivered to it pursuant to this Indenture for the benefit of the Noteholders

and Swap Counterparties.  The Indenture

Trustee agrees to maintain continuous possession of such delivered instruments

and the Loan Files as pledgee hereunder until this Indenture shall have

terminated in accordance with its terms or until, pursuant to the terms hereof

or of the Transfer and Servicing Agreement, the Indenture Trustee is otherwise

authorized to release such instrument from the Indenture Collateral.  The Issuer will from time to time execute

and deliver all such supplements and amendments hereto and all such financing

statements, continuation statements, instruments of further assurance and other

instruments, all as prepared by the Servicer and delivered to the Issuer, and

will take such other action necessary or advisable to:




 




(i)            grant more effectively all or any portion of the

Indenture Collateral;




 




(ii)           maintain or preserve the lien and security interest (and

the priority thereof) created by this Indenture or carry out more effectively

the purposes hereof;




 




(iii)          perfect, publish notice of or protect the validity of any

Grant made or to be made by this Indenture;




 




(iv)          enforce any of the Indenture Collateral;




 




(v)           preserve and defend title to the Indenture Collateral and

the rights of the Indenture Trustee, the Noteholders and the Swap

Counterparties in such Indenture Collateral against the claims of all persons

and parties; and




 




(vi)          pay all taxes or assessments levied or assessed upon the

Indenture Collateral when due.  The

Issuer hereby designates the Indenture Trustee its agent and attorney–in–fact

to execute all financing statements, continuation statements or other

instruments required to be executed pursuant to this Section.  In no event shall the Indenture Trustee be

responsible for filing or maintaining such financing statements, continuation

statements or other instruments, unless it shall have become the Successor

Servicer.




 




(b)           Except as otherwise provided in or

permitted by the Transfer and Servicing Agreement or this Indenture, the

Indenture Trustee shall not remove any portion of the Indenture Collateral that

consists of money or is evidenced by an instrument, certificate or other

writing from the jurisdiction in which it was held at the date of the most

recent Opinion of Counsel




 




15





























 




delivered pursuant to Section 3.07

(or from the jurisdiction in which it was held as described in the Opinion of

Counsel delivered at the Closing Date pursuant to subsection 3.07(a),

if no Opinion of Counsel has yet been delivered pursuant to subsection 3.07(b)) unless the Indenture

Trustee shall have first received an Opinion of Counsel to the effect that the

lien and security interest created by this Indenture with respect to such

property will continue to be maintained after giving effect to such action or

actions.




 




Section 3.07                            Opinions as to Indenture Collateral.




 




(a)           On or before the Closing Date, the

Issuer shall furnish to the Indenture Trustee and Swap Counterparties an

Opinion of Counsel either stating that, in the opinion of such counsel, such

action has been taken with respect to the delivery of the Underlying Notes and

any other requisite documents, and with respect to the execution and filing of

any financing statements and continuation statements, as are necessary to

perfect and make effective the lien and security interest of this Indenture and

reciting the details of such action, or stating that, in the opinion of such

counsel, no such action is necessary to make such lien and security interest

effective.




 




(b)           On or before December 31 in each

calendar year, beginning in 2003, the Servicer on behalf of the Issuer will

furnish to the Indenture Trustee and Swap Counterparties an Opinion of Counsel

at the expense of the Issuer either stating that, in the opinion of such

counsel, such action has been taken with respect to any other requisite

documents and with respect to the execution and filing of any financing

statements and continuation statements as is necessary to maintain the

perfection of the lien and security interest created by this Indenture and

reciting the details of such action or stating that in the opinion of such

counsel no such action is necessary to maintain the perfection of such lien and

security interest.  Such Opinion of

Counsel shall also describe any other requisite documents and the execution and

filing of any financing statements and continuation statements that will, in

the opinion of such counsel, be required to maintain the lien and security

interest of this Indenture until December 31 in the following calendar

year.




 




Section 3.08                            Furnishing of Rule 144A Information.




 




The Issuer will furnish, upon

the written request of any Noteholder or of any owner of a beneficial interest

therein, such information as is specified in paragraph (d)(4) of Rule 144A

under the Securities Act (i) to such Noteholder or beneficial owner, (ii) to a

prospective purchaser of such Note or interest therein who is a Qualified

Institutional Buyer designated by such Noteholder or beneficial owner, or (iii)

to the Indenture Trustee for delivery to such Noteholder, beneficial owner or

prospective purchaser, in order to permit compliance by such Noteholder or

beneficial owner with Rule 144A in connection with the resale of such Note or

beneficial interest therein by such Noteholder or beneficial owner in reliance

on Rule 144A unless, at the time of such request, the Issuer is subject to the

reporting requirements of Section 13 or 15(d) of the Exchange Act, or exempt from

reporting pursuant to Rule 12g3-2(b) under the Exchange Act.




 




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Section 3.09                            Performance of Obligations; Servicing of Loans.




 




(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 such Person’s material covenants or

obligations under any instrument or agreement included in the Indenture

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 in either case as expressly provided in

the Transaction Documents or such other instrument or agreement.




 




(b)           The Issuer may contract with other

Persons to assist it in performing its duties and obligations under this

Indenture, and any performance of such duties by a Person identified to the

Indenture Trustee in an Officer’s Certificate shall be deemed to be action

taken by the Issuer.  The Indenture

Trustee shall not be responsible for the action or inaction of the Servicer or

the Administrator.  Initially, the

Issuer has contracted with the Servicer and the Administrator to assist the

Issuer in performing its duties under this Indenture.




 




(c)           The Issuer will punctually perform

and observe all of its obligations and agreements contained in this Indenture,

the other Transaction Documents and in the instruments and agreements included

in the Indenture Collateral, including but not limited to filing or causing to

be filed all UCC financing statements and continuation statements required to

be filed by the terms of this Indenture and the Transfer and Servicing

Agreement in accordance with and within the time periods provided for herein and

therein.  Except as otherwise expressly

provided therein, the Issuer shall not waive, amend, modify, supplement or

terminate any Transaction Document or any provision thereof without the consent

of the Indenture Trustee, the Required Holders and each Swap Counterparty.




 




(d)           If the Issuer shall have knowledge of

the occurrence of a Servicer Default, the Issuer shall promptly notify in

writing the Indenture Trustee, each Swap Counterparty and each Rating Agency

thereof.  Upon any termination of the

Servicer’s rights and powers pursuant to the Transfer and Servicing Agreement,

the Issuer shall promptly notify the Indenture Trustee and each Swap

Counterparty in writing.  As soon as a

Successor Servicer is appointed, the Issuer shall notify in writing the Indenture

Trustee, each Swap Counterparty and the Rating Agencies of such appointment (to

the extent such party has not already been notified pursuant to the Transfer

and Servicing Agreement), specifying in such notice the name and address of

such Successor Servicer.




 




(e)           The Issuer agrees that it will not

waive timely performance or observance by the Servicer or the Originator of

their respective duties under the Transaction Documents if the effect thereof

would adversely affect the Holders of the Notes or the Swap Counterparties.




 




Section 3.10                            Negative Covenants.




 




So

long as any Notes are Outstanding, the Issuer shall not:




 




(i)            except as expressly permitted by the Transaction

Documents, sell, transfer, exchange or otherwise dispose of any of the

properties or assets of the Issuer, including those included in the Indenture

Collateral, unless directed to do so by the Indenture Trustee;




 




17





























 




(ii)           claim any credit on, or make any deduction from the

principal or interest payable in respect of, the Notes (other than amounts

properly withheld from such payments under the Code or applicable state law) or

assert any claim against any present or former Noteholder or Swap Counterparty

by reason of the payment of the taxes levied or assessed upon any part of the

Indenture Collateral;




 




(iii)          (A) challenge the validity or effectiveness of this

Indenture, or permit the lien created by this Indenture to be amended,

hypothecated, subordinated, terminated or discharged, or permit any Person

(other than the Indenture Trustee) to be released from any covenants or

obligations with respect to this Indenture or the Notes under this Indenture

except as may be expressly permitted hereby, (B) permit any lien, charge,

excise, claim, security interest, mortgage or other encumbrance (other than the

lien of this Indenture) to be created on or extend to or otherwise arise upon

or burden the Indenture Collateral or any part thereof or any interest therein

or the proceeds thereof (other than Permitted Liens), (C) permit the lien

created by this Indenture not to constitute a valid first priority (other than

with respect to any tax, mechanics’ or other lien) security interest in the

Indenture Collateral, or (D) amend, modify or fail to comply with the provisions

of the Transaction Documents without the prior written consent of the Indenture

Trustee, except where the Transaction Documents allow for amendment or

modification without the consent or approval of the Indenture Trustee; or




 




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




 




Section 3.11                            Representations

and Warranties Concerning the Loans.




 




The Issuer has pledged to

the Indenture Trustee for the benefit of the Noteholders and the Swap

Counterparties all of its rights under the Transfer and Servicing Agreement and

the Indenture Trustee has the benefit of the representations and warranties

made by the Trust Depositor in such document concerning the Loans transferred

into the Loan Assets and the right to enforce any remedy against the Originator

and the Trust Depositor provided in the Transfer and Servicing Agreement, to

the same extent as though such representations and warranties were made

directly to the Indenture Trustee.




 




Section 3.12                            Indenture

Trustee’s Review of Loan Files.




 




The Indenture Trustee

agrees, for the benefit of the Noteholders and the Swap Counterparties, to

review the Loan Files as provided in Section 2.07

of the Transfer and Servicing Agreement.




 




Section 3.13                            Indenture

Collateral; Related Documents.




 




(a)           When instructed to do so by the

Issuer or the Servicer, the Indenture Trustee shall execute instruments to

release property from the lien of this Indenture, or convey the Indenture

Trustee’s interest in the same, in a manner and under circumstances which are

not inconsistent with the provisions of this Indenture or the Transfer and

Servicing Agreement.  No party relying

upon an instrument executed by the Indenture Trustee as provided in this Article III shall be bound to ascertain

the Indenture Trustee’s authority, inquire into the satisfaction of any

conditions precedent or see to the application of any moneys.




 




18





























 




(b)           In order to facilitate the servicing

of the Loans, the Indenture Trustee authorizes the Servicer in the name and on

behalf of the Indenture Trustee and the Issuer, to perform its respective

duties and obligations under the Transfer and Servicing Agreement and the

Indenture Trustee agrees to perform its obligations thereunder in accordance

with the terms thereof.




 




(c)           The Indenture Trustee shall, at such

time as there are no Notes Outstanding and after termination of each Swap

Transaction and payment of all amounts payable thereunder in connection with

such termination, including Swap Breakage Costs, release all of the Indenture

Collateral to the Issuer (other than any cash held for the payment of the Notes

or the Swaps pursuant to Section 3.03

or 4.06), subject; however,

to the rights of the Indenture Trustee under Section 6.07.




 




Section 3.14                            Amendments

to Transfer and Servicing Agreement.




 




The Indenture Trustee may

enter into any amendment or supplement to the Transfer and Servicing Agreement

only in accordance with Section 13.01

of the Transfer and Servicing Agreement. 

The Indenture Trustee may, in its reasonable discretion, decline to

enter into or consent to any such supplement or amendment if its own rights,

duties or immunities shall be adversely affected in any material respect.




 




Section 3.15                            Servicer

as Agent and Bailee of Indenture Trustee.




 




(a)           Solely for purposes of perfection

under Section 9–313 of the UCC or other similar applicable law, rule or

regulation of the state in which such property is held by the Servicer, the

Indenture Trustee hereby acknowledges that the Servicer is acting as agent and

bailee of the Indenture Trustee in holding amounts on deposit in the Collection

Account pursuant to Section 7.01

of the Transfer and Servicing Agreement, as well as its agent and bailee in

holding any documents released to the Servicer pursuant to the Transfer and

Servicing Agreement, and any other items constituting a part of the Indenture

Collateral which from time to time come into the possession of the

Servicer.  It is intended that, by the

Servicer’s execution and delivery of the Transfer and Servicing Agreement, the Indenture

Trustee, as a secured party, will be deemed to have possession of such

documents, such moneys and such other items for purposes of Section 9–313

of the UCC of the state in which such property is held by the Servicer.




 




(b)           Solely for purposes of perfection

under Section 9–313 of the UCC or other similar applicable law, rule or

regulation of the state in which such property is held by the Indenture

Trustee, if the transfer of the Loans and the other assets in the Indenture

Collateral by the Trust Depositor to the Issuer is deemed to be a loan, the

Indenture Trustee hereby acknowledges it is acting as agent and bailee of the

Issuer in holding items constituting a part of the Indenture Collateral which

from time to time come into the possession of the Indenture Trustee.




 




Section 3.16                            Investment

Company Act.




 




The Issuer shall not

become an “investment company” under the Investment Company Act of 1940, as

amended (or any successor or amendatory statute).




 




19





























 




Section 3.17                            Issuer May Consolidate, etc. Only on Certain

Terms.




 




(a)           The Issuer shall not consolidate or

merge with or into any other Person, unless:




 




(i)            the Person (if other than the Issuer) formed by or

surviving such consolidation or merger shall be a Person organized and existing

under the laws of the United States or any State and shall expressly assume, by

an indenture supplemental hereto, executed and delivered to the Indenture

Trustee and each Swap Counterparty, in form and substance satisfactory to the

Indenture Trustee and the Swap Counterparties, the due and punctual payment of

the principal of and interest on all Notes and all amounts payable under the

Swaps and the performance or observance of every agreement and covenant of this

Indenture, the Swaps and each other Transaction Document on the part of the

Issuer to be performed or observed, all as provided herein and therein;




 




(ii)           immediately after giving effect to such transaction, no

Default or Event of Default shall have occurred and be continuing;




 




(iii)          the Rating Agency Condition shall have been satisfied with

respect to such transaction;




 




(iv)          the Issuer shall have received an Opinion of Counsel, which

shall be delivered to and shall be satisfactory to the Indenture Trustee and

the Swap Counterparties, to the effect that such transaction will not have any

material adverse tax consequence to the Trust, any Noteholder or any Swap

Counterparty;




 




(v)           any action as is necessary to maintain the lien and

security interest created by this Indenture shall have been taken;




 




(vi)          the Issuer shall have delivered to the Indenture Trustee

and each Swap Counterparty an Officer’s Certificate and an Opinion of Counsel

(which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such

consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such

transaction have been complied with (including any filings required by the

Exchange Act); and




 




(vii)         the Person (if other than the Issuer) formed by or surviving

such consolidation or merger has a net worth, immediately after such

consolidation or merger, that is (A) greater than zero and (B) not

less than the net worth of the Issuer immediately prior to giving effect to

such consolidation or merger.




 




(b)           The Issuer shall not convey or

transfer all or substantially all of its properties or assets, including those

included in the Indenture Collateral, to any Person (except as expressly

permitted by the Transaction Documents), unless:




 




(i)            the Person that acquires by conveyance or transfer the

properties and assets of the Issuer shall (A) be a United States citizen

or a Person organized and existing under the laws of the United States or any

State, (B) expressly assume, by an indenture




 




20





























 




supplemental hereto, executed and delivered to the

Indenture Trustee and each Swap Counterparty, in form and substance satisfactory

to the Indenture Trustee and the Swap Counterparties, the due and punctual

payment of the principal of and interest on all Notes, the amounts payable

under the Swaps, and the performance or observance of every agreement and

covenant of this Indenture, the Swaps and each other Transaction Document on

the part of the Issuer to be performed or observed, all as provided herein,

(C) expressly agree by means of such supplemental indenture that all

right, title and interest so conveyed or transferred shall be subject and

subordinate to the rights of Holders of the Notes and the Swap Counterparties

and (D) unless otherwise provided in such supplemental indenture,

expressly agree to indemnify, defend and hold harmless the Issuer against and

from any loss, liability or expense arising under or related to this Indenture

and the Notes;




 




(ii)           immediately after giving effect to such transaction, no

Default or Event of Default shall have occurred and be continuing;




 




(iii)          the Rating Agency Condition shall have been satisfied with

respect to such transaction;




 




(iv)          the Issuer shall have received an Opinion of Counsel, which

shall be delivered to and shall be satisfactory to the Indenture Trustee and

each Swap Counterparty, to the effect that such transaction will not have any

material adverse tax consequence to the Trust, any Noteholder or any Swap

Counterparty;




 




(v)           any action as is necessary to maintain the lien and

security interest created by this Indenture shall have been taken;




 




(vi)          the Issuer shall have delivered to the Indenture Trustee

and each Swap Counterparty an Officer’s Certificate and an Opinion of Counsel

(which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such

conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such

transaction have been complied with (including any filings required by the

Exchange Act); and




 




(vii)         the Issuer has a net worth, immediately after such

conveyance or transfer, that is (A) greater than zero and (B) not

less than the net worth of the Issuer immediately prior to giving effect to

such conveyance or transfer.




 




Section 3.18                            Successor or Transferee.




 




(a)           Upon any consolidation or merger of

the Issuer in accordance with Section 3.17, the Person formed by or surviving such

consolidation or merger (if other than the Issuer) shall succeed to, and be

substituted for, and may exercise every right and power of, the Issuer under

this Indenture with same effect as if such Person has been named as the Issuer

herein.




 




(b)           Upon a conveyance or transfer of all

or substantially all of the assets or properties of the Issuer pursuant to Section 3.17, the Issuer will be released from every covenant and




 




21





























agreement of this Indenture to be observed or

performed on the part of the Issuer with respect to the Notes immediately upon

the delivery of written notice to the Indenture Trustee stating that the Issuer

is to be so released.




 




Section 3.19                            No Other Business.




 




The

Issuer shall not engage in any business other than financing, purchasing,

owning, selling and managing the Loans, entering into Swaps and issuing the

Notes and Trust Certificate in the manner contemplated by this Indenture and

the other Transaction Documents and activities incidental thereto.




 




Section 3.20                            No Borrowing.




 




The

Issuer shall not issue, incur, assume, guarantee or otherwise become liable,

directly or indirectly, for any Indebtedness except for (i) the Notes,

(ii) the Swaps and (iii) any other Indebtedness permitted by or

arising under the other Transaction Documents. 

The proceeds of the Notes and the Trust Certificate shall be used

exclusively to fund the Issuer’s purchase of the Loans and the other assets

specified in the Transfer and Servicing Agreement, to fund the Reserve Fund and

to pay the transactional expenses of the Issuer.




 




Section 3.21                            Notice of Events of Default.




 




The

Issuer shall give the Indenture Trustee, each Swap Counterparty and each Rating

Agency prompt written notice of each Event of Default hereunder and of a

Servicer Default under the Transfer and Servicing Agreement.




 




Section 3.22                            Further Instruments and Acts.




 




Upon

request of the Indenture Trustee, the Issuer will execute and deliver such

further instruments and do such further acts as may be reasonably necessary or

proper to carry out more effectively the purpose of this Indenture.




 




Section 3.23                            Compliance with Laws.




 




The

Issuer shall comply with the requirements of all applicable laws, the

non–compliance with which would, individually or in the aggregate, materially

and adversely affect the ability of the Issuer to perform its obligations under

the Notes, this Indenture or any other Transaction Document.




 




Section 3.24                            Amendments of Trust Agreement.




 




The

Issuer shall not agree to any amendment to Section 11.01 of the Trust Agreement to eliminate the

requirements thereunder that the Indenture Trustee, the Holders of the Notes or

the Swap Counterparties consent to amendments thereto as provided therein.




 




22





























 




Section 3.25                            Removal of Administrator.




 




So

long as any Notes are issued and outstanding, the Issuer shall not remove the

Administrator without cause unless the Rating Agency Condition shall have been

satisfied in connection with such removal.




 




Section 3.26                            Representations and Warranties of Issuer.




 




The

Issuer represents and warrants as follows:




 




(a)           Power

and Authority.  It has full power, authority and legal right

to execute, deliver and perform its obligations as Issuer under this Indenture

and the Notes (the foregoing documents, the “Issuer

Documents”) and under each of

the other Transaction Documents to which the Issuer is a party.




 




(b)           Due

Authorization and Binding Obligation.  The execution and delivery of

the Issuer Documents and the Transaction Documents to which the Issuer is a

party, and the consummation of the transactions provided for therein have been

duly authorized by all necessary action on its part.  Each of the Issuer Documents and the other Transaction Documents

to which the Issuer is a party constitutes the legal, valid and binding

obligation of the Issuer and is enforceable in accordance with its terms,

except as enforcement of such terms may be limited by bankruptcy, insolvency or

similar laws affecting the enforcement of creditors’ rights generally and by

the availability of equitable remedies.




 




(c)           No

Conflict.  The execution and delivery of the Issuer

Documents and the other Transaction Documents to which the Issuer is a party,

the performance of the transactions contemplated thereby and the fulfillment of

the terms thereof will not conflict with, result in any breach of any of the

materials terms and provisions of, or constitute (with or without notice or

lapse of time or both) a default under, any indenture, contract, agreement,

mortgage, deed of trust, or other instrument to which the Issuer is a party or

by which it or any of its property is bound.




 




(d)           No

Violation.  The execution and delivery of the Issuer

Documents and the other Transaction Documents to which the Issuer is a party,

the performance of the transactions contemplated thereby and the fulfillment of

the terms thereof will not conflict with or violate, in any material respect,

any Requirements of Law applicable to the Issuer.




 




(e)           All

Consents Required.  All approvals, authorizations, consents,

orders or other actions of any Person or any Governmental Authority required in

connection with the execution and delivery of the Issuer Documents and the

other Transaction Documents to which the Issuer is a party, the performance of

the transactions contemplated thereby and the fulfillment of the terms thereof

have been obtained.




 




(f)            No

Proceedings.  No litigation or administrative proceeding

of or before any court, tribunal or governmental body is currently pending, or

to the knowledge of the Issuer, threatened, against the Issuer or any of its

respective properties or with respect to the Issuer Documents or any other Transaction

Document to which the Issuer is a party that, if adversely determined, would

have a material adverse effect on the business, properties, assets or condition




 




23





























 




(financial or otherwise) of the Issuer or the

transactions contemplated by the Issuer Documents or any of the other

Transaction Documents to which the Issuer is a party.




 




(g)           Organization

and Good Standing.  The Issuer is a business trust duly

organized, validly existing and in good standing under the laws of Delaware and

has the requisite power to own its assets and to transact the business in which

it is currently engaged, and had at all relevant times, and now has, all

necessary power, authority and legal right to acquire, own and pledge the

Indenture Collateral.




 




(h)           1940

Act.  The Issuer is not an “investment company” within the meaning of

the Investment Company Act of 1940, as amended.




 




(i)            Location.  The

Issuer is located (within the meaning of Article 9 of the UCC) in

Delaware.  The Issuer agrees that it

will not change its location (within the meaning of Article 9 of the UCC)

without at least thirty (30) days prior written notice to the Originator, the

Servicer, the Indenture Trustee and the Rating Agencies.




 




(j)            Security

Interest in Collateral.




 




(i)            This

Indenture creates a valid, continuing and enforceable security interest (as

defined in the applicable UCC) in the Indenture Collateral in favor of the

Indenture Trustee, which security interest is prior to all other Liens (except for

Permitted Liens), and is enforceable as such against creditors of and

purchasers from the Issuer;




 




(ii)           such

Indenture Collateral constitutes either a “general intangible,” an

“instrument,” an “account,” “investment property,” or “chattel paper,” within

the meaning of the applicable UCC;




 




(iii)          the

Issuer owns and has good and marketable title to such Indenture Collateral free

and clear of any Lien, claim or encumbrance of any Person (other than Permitted

Liens);




 




(iv)          the

Issuer has received all consents and approvals required by the terms of the

Indenture Collateral to the pledge of the Indenture Collateral hereunder to the

Indenture Trustee;




 




(v)           the

Issuer has caused the filing of all appropriate financing statements in the

proper filing office in the appropriate jurisdictions under Requirements of Law

in order to perfect the security interest in such Indenture Collateral granted

to the Indenture Trustee under this Indenture;




 




(vi)          other

than the security interest granted by the Issuer pursuant to this Indenture,

the Issuer has not pledged, assigned, sold, granted a security interest in or

otherwise conveyed any of such Indenture 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

collateral covering such Indenture Collateral other than any financing

statement (A) relating to the security interest granted by the Issuer

under this Indenture,




 




24





























 




or

(B) that has been terminated.  The

Issuer is not aware of the filing of any judgment or tax Lien filings against

the Issuer;




 




(vii)         all

original executed copies of each Underlying Note that constitute or evidence

the Indenture Collateral have been delivered to the Indenture Trustee;




 




(viii)        the

Issuer has received a written acknowledgment from the Indenture Trustee that

the Indenture Trustee or its bailee is holding the Underlying Notes that

constitute or evidence the Indenture Collateral solely on behalf of and for the

benefit of the Securityholders and the Swap Counterparties; and




 




(ix)           none

of the Underlying Notes that constitute or evidence the Indenture Collateral

has any marks or notations indicating that they have been pledged, assigned or

otherwise conveyed to any Person other than the Issuer and the Indenture

Trustee.




 




The representations and

warranties in subsection 3.26(j)

shall survive the termination of this Agreement and such representations and

warranties may not be waived by any party hereto.




 




Section 3.27                            Covenants of the Issuer Relating to Swaps.




 




(a)           On each day, the Issuer shall

maintain one or more Swap Transactions, provided that such Swap Transactions

shall:




 




(i)            be entered into with a Swap Counterparty and governed by

a Swap;




 




(ii)           have a schedule of periodic payment periods which

terminate not later than the date on which the Outstanding Amount of the Notes

is expected to be reduced to zero based on the contractual provisions of the

Loans as in effect from time to time;




 




(iii)          on the Closing Date, have an amortizing notional amount

such that the Aggregate Notional Amount during any current or future

calculation period thereunder shall be not less than the sum of (A) the product

of 100% and the Outstanding Loan Balance of the Fixed Rate Loans for the

corresponding Collection Period; and (B) the product of 100% and the

Outstanding Loan Balance of the Floating Rate Loans for the corresponding

Collection Period, in each case, based on the contractual provisions of the

Loans as in effect on such date;




 




(iv)          be maintained, with the exception of the initial Interest

Accrual Period, so that (A) the Aggregate Notional Amount of any Swap

Transactions hedging the Fixed Rate Loans for any current or future calculation

period will not be greater than nor less than the Outstanding Loan Balance of

the Fixed Rate Loans at the end of the corresponding Collection Period by more

than the Fixed Rate Permitted Excess Amount, (B) the Aggregate Notional

Amount of all Swap Transactions hedging the Floating Rate Loans for any current

or future calculation period will not be greater than nor less than the

Outstanding Loan Balance of the Floating Rate Loans at the end of the

corresponding Collection Period by more than the Floating Rate Permitted Excess

Amount and (C) after the Class A Notes and Class B Notes are no longer

outstanding, the Aggregate Notional Amount of all Swap Transactions under all

Swaps then in effect for any current or future




 




25





























 




calculation period shall not exceed the Outstanding

Principal Balance of the Class C Notes for the corresponding Interest Accrual

Period; and




 




(v)           each Swap will provide that any scheduled periodic

payments required to be made by the Issuer and the Swap Counterparty on the

same date with respect to a Swap Transaction will be netted so that only the

net difference between such payments will be paid, with any net periodic

payments to be paid into the Note Distribution Account (if payable by the Swap

Counterparty) or from the Note Distribution Account (if payable by the Issuer)

and distributed pursuant to the terms of this Indenture and the Transfer and

Servicing Agreement.




 




(b)           As additional security hereunder, the

Issuer hereby assigns to the Indenture Trustee, on behalf of the Noteholders

and the Swap Counterparty, all right, title and interest of the Issuer in each

Swap, each Swap Transaction, and all present and future amounts payable by a

Swap Counterparty to the Issuer in accordance with the terms of the respective

Swap and Swap Transaction(s) with that Swap Counterparty (“Swap Collateral”), and Grants a security interest to the Indenture Trustee, as agent for

the Noteholders and the Swap Counterparty, in the Swap Collateral.  The Issuer acknowledges that, as a result of

that assignment, the Issuer may not, without the prior written consent of the

Indenture Trustee, exercise any rights under any Swap or Swap Transaction,

except for the Issuer’s right under any Swap to enter into Swap Transactions in

order to meet the Issuer’s obligations under Section 3.27 hereof or except as otherwise contemplated in

this Section 3.27 and in subsection

5.17(h) of the Transfer and

Servicing Agreement.  Nothing herein

shall have the effect of releasing the Issuer from any of its obligations under

any Swap or any Swap Transaction, nor be construed as requiring the consent of

the Indenture Trustee, any Noteholder or any Swap Counterparty for the

performance by the Issuer of any such obligations.




 




(c)           The Issuer hereby agrees to maintain

a register of outstanding Swaps.  Such

register shall contain the name of each Swap Counterparty as well as the

address of each Swap Counterparty.  The

Issuer shall provide such names and addresses to the Indenture Trustee, the

Backup Servicer and each Rating Agency on a current basis.




 




(d)           The Indenture Trustee shall, upon

written notice from the Issuer, establish a single, segregated trust account

which shall be designated as a Swap Counterparty Collateral Account, which

shall be held in trust in the name of the Indenture Trustee for the benefit of

the Noteholders and the related Swap Counterparty and over which the Trustee

shall have the exclusive control and the sole right of withdrawal.  The Indenture Trustee shall deposit all

collateral received from the related Swap Counterparty under the related Swap

in such Swap Counterparty Collateral Account. 

Any and all funds at any time on deposit in, or otherwise to the credit

of, such Swap Counterparty Collateral Account shall be held in trust by the

Indenture Trustee for the benefit of the Noteholders and the related Swap

Counterparty.  The only permitted

withdrawal from or application of funds on deposit in, or otherwise to the

credit of, such Swap Counterparty Collateral Account shall be upon Issuer Order

(i) for application to obligations of the related Swap Counterparty to the

Issuer under the related Swap if such Swap becomes subject to early termination

or (ii) to return collateral to such Swap Counterparty when and as

required by such Swap.  The Indenture

Trustee shall be fully protected in relying upon




 




26





























 




such Issuer Order.  Each Swap Counterparty Collateral Account

shall be held in accordance with the terms of the related Swap.




 




Section 3.28                            Grant

of Substitute Loans.




 




In consideration of the

delivery on each Subsequent Transfer Date pursuant to and in accordance with

the terms of Section 2.04 of the

Transfer and Servicing Agreement, the Issuer grants to the Indenture Trustee a

security interest in all of its right, title and interest in the Loans

transferred on such Subsequent Transfer Date and simultaneously with the

transfer of the Substitute Loans to the extent of the availability thereof, the

Issuer will cause the related Loan File to be delivered to the Indenture Trustee.




 




Section 3.29                            Determination

of Note Rate.




 




Until the Outstanding

Principal Balance of each Class of Notes has been reduced to zero, the

Indenture Trustee shall determine LIBOR, the Class A Note Interest Rate

and the Class B Note Interest Rate for each Class of Notes for each

Interest Accrual Period as provided in Section 7.06

of the Transfer and Servicing Agreement and shall inform the Issuer, the Trust

Depositor and the Servicer at their respective email addresses given to the

Indenture Trustee in writing thereof. 

Any such determination by the Indenture Trustee of the amount of

interest distributable on the Class A Notes and the Class B Notes

shall be binding on the parties absent manifest error.




 




ARTICLE IV




 




THE NOTES; SATISFACTION AND

DISCHARGE OF INDENTURE




 




Section 4.01                            The

Notes.




 




Certain of the

Class A Notes and the Class B Notes shall be registered initially in

the name of Cede & Co. Beneficial Owners will hold interests in the

Class A Notes and the Class B Notes through the book–entry facilities

of the Depository in minimum denominations of $1,000,000 and integral multiples

of $100,000 in excess thereof.  Subject

to subsections 4.02(b), (p), (q)

and (r), certain of the

Class A Notes and Class B Notes, and the Class C Note shall be issued

in such names and denominations as may be set forth on an Issuer Order

delivered to the Indenture Trustee.




 




The Notes shall, on

original issue, be executed on behalf of the Issuer by the Owner Trustee, not

in its individual capacity but solely as Owner Trustee, authenticated by the

Note Registrar and delivered by the Indenture Trustee to or upon the order of

the Issuer.




 




Section 4.02                            Registration

of Transfer and Exchange of Notes.




 




(a)           The Indenture Trustee shall cause to

be kept a Note Register (the “Note Register”)

in which, subject to such reasonable regulations as it may prescribe, the

Issuer shall provide for the registration of Notes and the registration of

transfers and exchanges of Notes as herein provided.  The Indenture Trustee shall be “Note

Registrar” for the purpose of registering Notes




 




27





























 




and transfers of Notes as herein provided.  The Note Register shall contain the name,

remittance instructions, Class of each Noteholder, as well as the Series and

the number in the Series.




 




(b)           Each Class of Notes shall be issued

in minimum denominations of $1,000,000 initial principal amount and integral

multiples of $100,000 in excess thereof, except that one Note of each Class may

be in a different denomination so that the sum of the denominations of all

outstanding Notes of such Class shall equal the applicable Initial Class A

Principal Balance, the Initial Class B Principal Balance and the Initial

Class C Principal Balance, respectively. 

On the Closing Date, the Indenture Trustee will execute and authenticate

(i) one or more Global Notes and/or (ii) Individual Notes all in an

aggregate principal amount that shall equal the applicable Initial Class A

Principal Balance, the applicable Initial Class B Principal Balance and

the applicable Initial Class C Principal Balance.




 




The Global Notes

(i) shall be delivered by the Issuer to the Depository or, pursuant to the

Depository’s instructions, shall be delivered by the Issuer on behalf of the

Depository to and deposited with the DTC Custodian, and in each case shall be

registered in the name of Cede & Co. and (ii) with respect to the

Rule 144A Global Notes, shall 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 Note

Registrar 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.”




 




The Global Notes may be

deposited with such other Depository as the Issuer may from time to time

designate, and shall bear such legend as may be appropriate; provided,

that,

such successor Depository maintains a book–entry system that qualifies to be

treated as “registered form” under Section 163(f)(3) of the Code.




 




The Issuer and the

Indenture Trustee are hereby authorized to execute and deliver a Letter of

Representations with the Depository relating to the Notes.




 




(c)           With respect to Notes registered in

the Note Register in the name of Cede & Co., as nominee of the Depository,

the Issuer, the Servicer, the Owner Trustee (as such and in its individual

capacity) and the Indenture Trustee shall have no responsibility or obligation

to Direct or Indirect Participants or Beneficial Owners for which the

Depository holds Notes from time to time as a Depository.  Without limiting the immediately preceding

sentence, the Issuer, the Servicer, the Owner Trustee, (as such and in its

individual capacity), and the Indenture Trustee shall have no responsibility or

obligation with respect to (a) the accuracy of the records of the

Depository, Cede & Co., or any Direct or Indirect Participant with respect

to the ownership interest in the Notes, (b) the delivery to any Direct or

Indirect Participant or any other Person, other than a registered Holder of a

Note, (c) the payment to any Direct or Indirect Participant or




 




28





























 




any other Person, other than a registered Holder of a

Note as shown in the Note Register, of any amount with respect to any

distribution of principal or interest on the Notes or (d) the making of

book–entry transfers among Participants of the Depository with respect to Notes

registered in the Note Register in the name of the nominee of the

Depository.  No Person other than a

registered Holder of a Note as shown in the Note Register shall receive a Note

evidencing such Note.




 




(d)           Upon delivery by the Depository to

the Indenture Trustee of written notice to the effect that the Depository has

determined to substitute a new nominee in place of Cede & Co., and subject

to the provisions hereof with respect to the payment of distributions by the

mailing of checks or drafts to the registered Holders of Notes appearing as

registered Owners in the Note Register on a Record Date, the name “Cede &

Co.” in this Indenture shall refer to such new nominee of the Depository.




 




(e)           In the event that (i) the Depository

or the Servicer advises the Indenture Trustee in writing that the Depository is

no longer willing or able to discharge properly its responsibilities as nominee

and depository with respect to the Global Notes and the Servicer is unable to

locate a qualified successor or (ii) the Servicer at its sole option

elects to terminate the book–entry system through the Depository, the Global

Notes shall no longer be restricted to being registered in the Note Register in

the name of Cede & Co. (or a successor nominee) as nominee of the

Depository.  At that time, the Servicer

may determine that the Global Notes shall be registered in the name of and

deposited with a successor depository operating a global book–entry system, as

may be acceptable to the Servicer, or such depository’s agent or designee but,

if the Servicer does not select such alternative global book–entry system, then

upon surrender to the Note Registrar of the Global Notes by the Depository,

accompanied by the registration instructions from the Depository for

registration, the Indenture Trustee shall at the Servicer’s expense

authenticate Individual Notes.  Neither

the Servicer nor the Indenture Trustee shall be liable for any delay in

delivery of such instructions and may conclusively rely on, and shall be

protected in relying on, such instructions. 

Upon the issuance of Individual Notes, the Indenture Trustee, the Note

Registrar, the Servicer, any Paying Agent and the Issuer shall recognize the

Holders of the Individual Notes as Noteholders hereunder.




 




(f)            Notwithstanding any other provision

of this Agreement to the contrary, so long as any Global Notes are registered

in the name of Cede & Co., as nominee of the Depository, all distributions

of principal and interest on such Global Notes and all notices with respect to

such Global Notes shall be made and given, respectively, in the manner provided

in the Letter of Representations.




 




(g)           Subject to the preceding paragraphs,

upon surrender for registration of transfer of any Note at the office of the

Note Registrar and, upon satisfaction of the conditions set forth below, the

Issuer shall execute in the name of the designated transferee or transferees, a

new Note of the same Percentage Interest and dated the date of authentication

by the Indenture Trustee.  The Note

Registrar shall notify the Servicer and the Indenture Trustee of any such

transfer.




 




At the option of the

Noteholders, Notes may be exchanged for other Notes in authorized denominations

of a like Class, upon surrender of the Notes to be exchanged at such

office.  Whenever any Notes are so

surrendered for exchange, the Issuer shall execute the Notes which




 




29





























 




the Noteholder

making the exchange is entitled to receive. 

Every Note presented or surrendered for transfer or exchange shall be

accompanied by wiring instructions, if applicable, in the form of Exhibit C.




 




(h)           No service charge shall be made for

any transfer or exchange of Notes, but prior to transfer the Note Registrar may

require payment by the transferor of a sum sufficient to cover any tax or

governmental charge that may be imposed in connection with any transfer or

exchange of Notes.




 




All Notes surrendered for

payment, transfer and exchange or redemption shall be marked canceled by the Note

Registrar and retained for one year and destroyed thereafter.




 




(i)            By acceptance of an Individual Note,

whether upon original issuance or subsequent transfer, each holder of such a

Note acknowledges the restrictions on the transfer of such Note set forth in

the Securities Legend and agrees that it will transfer such a Note only as

provided herein.  In addition to the

provisions of subsection 4.02(n)

the following restrictions shall apply with respect to the transfer and

registration of transfer of an Individual Note to a transferee that takes

delivery in the form of an Individual Note:




 




(i)            The

Note Registrar shall register the transfer of an Individual Note if the

requested transfer is being made to a transferee who has provided the Note

Registrar with a Rule 144A Certification.




 




(ii)           The

Note Registrar shall register the transfer of any Individual Note if

(x) the transferor has advised the Note Registrar in writing that the Note

is being transferred to an Institutional Accredited Investor; and

(y) prior to the transfer the transferee furnishes to the Note Registrar a

Transferee Letter; provided, that, if based upon

an Opinion of Counsel to the effect that the delivery of (x) and (y)

above are not sufficient to confirm that the proposed transfer is being made

pursuant to an exemption from, or in a transaction not subject to, the

registration requirements of the Securities Act and other applicable laws, the

Note Registrar may as a condition of the registration of any such transfer

require the transferor to furnish other certifications, legal opinions or other

information prior to registering the transfer of an Individual Note.




 




(j)            Subject to subsection 4.02(n), so long as a Global

Note remains outstanding and is held by or on behalf of the Depository, transfers

of beneficial interests in the Global Note, or transfers by holders of

Individual Notes to transferees that take delivery in the form of beneficial

interests in the Global Note, may be made only in accordance with this subsection 4.02(j) and in accordance

with the rules of the Depository.




 




(i)            Rule 144A Global Note to Regulation S Global

Note During the Restricted Period. 

If, during the Restricted Period, a Beneficial Owner of an interest in a

Rule 144A Global Note wishes at any time to transfer its beneficial

interest in such Rule 144A Global Note to a Person who wishes to take

delivery thereof in the form of a beneficial interest in a Regulation S

Global Note, such Beneficial Owner may, in addition to complying with all

applicable rules and procedures of the Depository and Clearstream or Euroclear

applicable to transfers by their respective participants (the “Applicable 




 




30





























 




Procedures”), transfer or

cause the transfer of such beneficial interest for an equivalent beneficial

interest in the Regulation S Global Note only upon compliance with the

provisions of this subsection 4.02(j)(i).  Upon receipt by the Note Registrar at its

Corporate Trust Office of (1) written instructions given in accordance

with the Applicable Procedures from a Depository Participant directing the Note

Registrar to credit or cause to be credited to another specified Depository

Participant’s account a beneficial interest in the Regulation S Global

Note in an amount equal to the denomination of the beneficial interest in the

Rule 144A Global Note to be transferred, (2) a written order given in

accordance with the Applicable Procedures containing information regarding the

account of the Depository Participant (and the Euroclear or Clearstream

account, as the case may be) to be credited with, and the account of the

Depository Participant to be debited for, such beneficial interest, and

(3) a certificate in the form of Exhibit E

hereto given by the Beneficial Owner that is transferring such interest, the

Note Registrar shall instruct the Depository to reduce the denomination of the

Rule 144A Global Note by the denomination of the beneficial interest in

the Rule 144A Global Note to be so transferred and, concurrently with such

reduction, to increase the denomination of the Regulation S Global Note by

the denomination of the beneficial interest in the Rule 144A Global Note

to be so transferred, and to credit or cause to be credited to the account of

the Person specified in such instructions (who shall be a Depository

Participant acting for or on behalf of Euroclear or Clearstream, or both, as

the case may be) a beneficial interest in the Regulation S Global Note

having a denomination equal to the amount by which the denomination of the

Rule 144A Global Note was reduced upon such transfer.




 




(ii)           Rule 144A Global Note to Regulation S Global

Note After the Restricted Period. 

If, after the Restricted Period, a Beneficial Owner of an interest in a

Rule 144A Global Note wishes at any time to transfer its beneficial

interest in such Rule 144A Global Note to a Person who wishes to take

delivery thereof in the form of a beneficial interest in a Regulation S

Global Note, such holder may, in addition to complying with all Applicable

Procedures, transfer or cause the transfer of such beneficial interest for an

equivalent beneficial interest in a Regulation S Global Note only upon

compliance with the provisions of this subsection 4.02(j)(ii).  Upon receipt by the Note Registrar at its

Corporate Trust Office of (1) written instructions given in accordance

with the Applicable Procedures from a Depository Participant directing the Note

Registrar to credit or cause to be credited to another specified Depository

Participant’s account a beneficial interest in the Regulation S Global

Note in an amount equal to the denomination of the beneficial interest in the

Rule 144A Global Note to be transferred, (2) a written order given in

accordance with the Applicable Procedures containing information regarding the

account of the Depository Participant (and, in the case of a transfer pursuant

to and in accordance with Regulation S, the Euroclear or Clearstream

account, as the case may be) to be credited with, and the account of the

Depository Participant to be debited for, such beneficial interest, and

(3) a certificate in the form of Exhibit F

hereto given by the Beneficial Owner that is transferring such interest, the

Note Registrar shall instruct the Depository to reduce the denomination of the

Rule 144A Global Note by the aggregate denomination of the beneficial

interest in the Rule 144A Global Note to be so transferred and,

concurrently with such reduction, to increase the denomination of the

Regulation S Global Note by the aggregate denomination of the




 




31





























 




beneficial interest in the Rule 144A Global Note to be so

transferred, and to credit or cause to be credited to the account of the Person

specified in such instructions (who shall be a Depository Participant acting

for or on behalf of Euroclear or Clearstream, or both, as the case may be) a

beneficial interest in the Regulation S Global Note having a denomination

equal to the amount by which the denomination of the Rule 144A Global Note

was reduced upon such transfer.




 




(iii)          Regulation S Global Note to Rule 144A Global

Note.  If the Beneficial

Owner of an interest in a Regulation S Global Note wishes at any time to

transfer its beneficial interest in such Regulation S Global Note to a

Person who wishes to take delivery thereof in the form of a beneficial interest

in the Rule 144A Global Note, such holder may, in addition to complying

with all Applicable Procedures, transfer or cause the transfer of such

beneficial interest for an equivalent beneficial interest in the Rule 144A

Global Note only upon compliance with the provisions of this subsection 4.02(j)(iii).  Upon receipt by the Note Registrar at its

Corporate Trust Office of (1) written instructions given in accordance

with the Applicable Procedures from a Depository Participant directing the Note

Registrar to credit or cause to be credited to another specified Depository

Participant’s account a beneficial interest in the Rule 144A Global Note

in an amount equal to the denomination of the beneficial interest in the Regulation S

Global Note to be transferred, (2) a written order given in accordance

with the Applicable Procedures containing information regarding the account of

the Depository Participant to be credited with, and the account of the

Depository Participant (or, if such account is held for Euroclear or

Clearstream, the Euroclear or Clearstream account, as the case may be) to be

debited for such beneficial interest, and (3) with respect to a transfer

of a beneficial interest in the Regulation S Global Note for a beneficial

interest in the related Rule 144A Global Note (i) during the

Restricted Period, a certificate in the form of Exhibit G

hereto given by the Beneficial Owner, or (ii) after the Restricted Period,

a Rule 144A Certification from the transferee to the effect that such

transferee is a Qualified Institutional Buyer, the Note Registrar shall

instruct the Depository to reduce the denomination of the Regulation S

Global Note by the denomination of the beneficial interest in the

Regulation S Global Note to be transferred, and, concurrently with such

reduction, to increase the denomination of the Rule 144A Global Note by

the aggregate denomination of the beneficial interest in the Regulation S

Global Note to be so transferred, and to credit or cause to be credited to the

account of the Person specified in such instructions (who shall be a Depository

Participant acting for or on behalf of Euroclear or Clearstream, or both, as

the case may be) a beneficial interest in the Rule 144A Global Note having

a denomination equal to the amount by which the denomination of the

Regulation S Global Note was reduced upon such transfer.




 




(iv)          Transfers Within Regulation S Global Notes During

Restricted Period.  If,

during the Restricted Period, the Beneficial Owner of an interest in a

Regulation S Global Note wishes at any time to transfer its beneficial

interest in such Trust Certificate to a Person who wishes to take delivery

thereof in the form of a Regulation S Global Note, such Beneficial Owner

may transfer or cause the transfer of such beneficial interest for an

equivalent beneficial interest in such Regulation S Global Note only upon

compliance with the provisions of this subsection 4.02(j)(iv)

and all Applicable Procedures.  Upon

receipt by the Note Registrar at its Corporate Trust Office of (1) written

instructions




 




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given

in accordance with the Applicable Procedures from a Depository Participant

directing the Note Registrar to credit or cause to be credited to another specified

Depository Participant’s account a beneficial interest in such

Regulation S Global Note in an amount equal to the denomination of the

beneficial interest to be transferred, (2) a written order given in

accordance with the Applicable Procedures containing information regarding the

account of the Depository Participant to be credited with, and the account of

the Depository Participant (or, if such account is held for Euroclear or

Clearstream, the Euroclear or Clearstream account, as the case may be) to be

debited for, such beneficial interest and (3) a certificate in the form of

Exhibit H hereto given by the

transferee, the Note Registrar shall instruct the Depository to credit or cause

to be credited to the account of the Person specified in such instructions (who

shall be a Depository Participant acting for or on behalf of Euroclear or

Clearstream, or both, as the case may be) a beneficial interest in the

Regulation S Global Note having a denomination equal to the amount

specified in such instructions by which the account to be debited was reduced

upon such transfer.  The Note Registrar

shall not be required to monitor compliance by Beneficial Owners of the

provisions of this subsection 4.02(j)(iv).




 




(k)           Any and all transfers from a Global

Note to a transferee wishing to take delivery in the form of an Individual Note

will require the transferee to take delivery subject to the restrictions on the

transfer of such Individual Note described on the face of such Note, and such

transferee agrees that it will transfer such Individual Note only as provided

therein and herein.  No such transfer

shall be made and the Note Registrar shall not register any such transfer

unless such transfer is made in accordance with this subsection 4.02(k).




 




(i)            Transfers

of a beneficial interest in a Global Note to an Institutional Accredited

Investor will require delivery of such Note to the transferee in the form of an

Individual Note and the Note Registrar shall register such transfer only if

prior to the transfer such transferee furnishes to the Note Registrar

(1) a Transferee Letter to the effect that the transfer is being made to

an Institutional Accredited Investor in accordance with an applicable exemption

under the Securities Act, and (2) an Opinion of Counsel acceptable to the

Indenture Trustee that such transfer is in compliance with the Securities Act.




 




(ii)           Transfers

of a beneficial interest in a Global Note to a Qualified Institutional Buyer or

a Regulation S Investor wishing to take delivery in the form of an

Individual Note will be registered by the Note Registrar only upon compliance

with the provisions of subsection 4.02(j)

and if the Note Registrar is provided with a Rule 144A Certification or a

Regulation S Transfer Certificate, as applicable.




 




(iii)          Notwithstanding

the foregoing, no transfer of a beneficial interest in a Regulation S

Global Note to an Individual Note pursuant to subparagraph (B) above shall

be made prior to the expiration of the Restricted Period.  Upon acceptance for exchange or transfer of

a beneficial interest in a Global Note for an Individual Note, as provided

herein, the Note Registrar shall endorse on the schedule affixed to the related

Global Note Registrar (or on a continuation of such schedule affixed to such

Global Note Registrar and made a part thereof) an appropriate notation

evidencing the date of such exchange or transfer and a decrease in the

denomination of such Global Note Registrar




 




33





























 




equal

to the denomination of such Individual Note Registrar issued in exchange

therefor or upon transfer thereof. 

Unless determined otherwise by the Company in accordance with applicable

law, an Individual Note Registrar issued upon transfer of or exchange for a

beneficial interest in the Global Note Registrar shall bear the Securities

Legend.




 




(l)            Transfers

of Individual Note to the Global Notes.  If a Holder of an Individual Note wishes at any time to transfer

such Note to a Person who wishes to take delivery thereof in the form of a

beneficial interest in the related Regulation S Global Note or the related

Rule 144A Global Note, such transfer may be effected only in accordance

with the Applicable Procedures, and this subsection 4.02(l).  Upon receipt by the Note Registrar at the

Corporate Trust Office of (1) the Individual Note to be transferred with

an assignment and transfer, (2) written instructions given in accordance

with the Applicable Procedures from a Depository Participant directing the Note

Registrar to credit or cause to be credited to another specified Depository

Participant’s account a beneficial interest in such Regulation S Global

Note or such Rule 144A Global Note, as the case may be, in an amount equal

to the denomination of the Individual Note to be so transferred, (3) a

written order given in accordance with the Applicable Procedures containing

information regarding the account of the Depository Participant (and, in the

case of any transfer pursuant to Regulation S, the Euroclear or

Clearstream account, as the case may be) to be credited with such beneficial

interest, and (4) (x) if delivery is to be taken in the form of a

beneficial interest in the Regulation S Global Note, a Regulation S

Transfer Note from the transferor or (y) a Transferee Letter from the transferee

to the effect that such transferee is a Qualified Institutional Buyer, if

delivery is to be taken in the form of a beneficial interest in the

Rule 144A Global Note, the Note Registrar shall cancel such Individual

Note, execute and deliver a new Individual Note for the denomination of the

Individual Note not so transferred, registered in the name of the Holder, and

the Note Registrar shall instruct the Depository to increase the denomination

of the Regulation S Global Note or the Rule 144A Global Note, as the

case may be, by the denomination of the Individual Note to be so transferred,

and to credit or cause to be credited to the account of the Person specified in

such instructions (who, in the case of any increase in the Regulation S

Global Note during the Restricted Period, shall be a Depository Participant

acting for or on behalf of Euroclear or Clearstream, or both, as the case may

be) a corresponding denomination of the Rule 144A Global Note or the

Regulation S Global Note, as the case may be.




 




It is the intent of the

foregoing that under no circumstances may an Institutional Accredited Investor

that is not a Qualified Institutional Buyer take delivery in the form of a

beneficial interest in a Global Note.




 




(m)          An exchange of a beneficial interest

in a Global Note for an Individual Note or Notes, an exchange of an Individual

Note or Notes for a beneficial interest in a Global Note and an exchange of an

Individual Note or Notes for another Individual Note or Notes (in each case,

whether or not such exchange is made in anticipation of subsequent transfer,

and in the case of the Global Notes, so long as the Global Notes remain

outstanding and are held by or on behalf of the Depository), may be made only

in accordance with this Section 4.02

and in accordance with the rules of the Depository and Applicable Procedures.




 




(n)           (i)            Upon

acceptance for exchange or transfer of an Individual Note for a beneficial

interest in the Global Note as provided herein, the Note Registrar shall cancel




 




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such

Individual Note and shall (or shall request the Depository to) endorse on the

schedule affixed to the applicable Global Note (or on a continuation of such

schedule affixed to the Global Note and made a part thereof) an appropriate

notation evidencing the date of such exchange or transfer and an increase in

the Note balance of the Global Note equal to the Note balance of such

Individual Note exchanged or transferred therefor.




 




(ii)           Upon

acceptance for exchange or transfer of a beneficial interest in the Global Note

for an Individual Note as provided herein, the Note Registrar shall (or shall

request the Depository to) endorse on the schedule affixed to the Global Note

(or on a continuation of such schedule affixed to the Global Note and made a part

thereof) an appropriate notation evidencing the date of such exchange or

transfer and a decrease in the Note balance of the Global Note equal to the

Note balance of such Individual Note issued in exchange therefor or upon

transfer thereof.




 




(o)           The Securities Legend shall be placed

on any Individual Note issued in exchange for or upon transfer of another

Individual Note or of a beneficial interest in the Global Note.




 




(p)           Subject to the restrictions on

transfer and exchange set forth in this Section 4.02,

the holder of any Individual Note may transfer or exchange the same in whole or

in part (in an initial Note balance equal to the minimum authorized

denomination of $1,000,000 or any integral multiple of $100,000 in excess

thereof) by surrendering such Note at the Corporate Trust Office, or at the

office of any transfer agent, together with an executed instrument of

assignment and transfer satisfactory in form and substance to the Note

Registrar in the case of transfer and a written request for exchange in the

case of exchange.  The holder of a

beneficial interest in a Global Note may, subject to the rules and procedures

of the Depository, cause the Depository (or its nominee) to notify the Note

Registrar in writing of a request for transfer or exchange of such beneficial

interest for an Individual Note or Notes. 

Following a proper request for transfer or exchange, the Note Registrar

shall, within five (5) Business Days of such request made at such Corporate

Trust Office, cause the Indenture Trustee to authenticate and the Note

Registrar to deliver at such Corporate Trust Office, to the transferee (in the

case of transfer) or holder (in the case of exchange) or send by first class

mail at the risk of the transferee (in the case of transfer) or holder (in the

case of exchange) to such address as the transferee or holder, as applicable,

may request, an Individual Note or Notes, as the case may require, for a like

aggregate Percentage Interest and in such authorized denomination or

denominations as may be requested.  The

presentation for transfer or exchange of any Individual Note shall not be valid

unless made at the Corporate Trust Office by the registered holder in person,

or by a duly authorized attorney–in–fact.




 




(q)           No transfer of any Note shall be made

unless such transfer is exempt from the registration requirements of the

Securities Act and any applicable state securities laws or is made in

accordance with said Act and laws.  No

transfer of any Note shall be made if such transfer would require the Issuer to

register as an “investment company” under the Investment Company Act.  In the event of any such transfer, unless

such transfer is made in reliance upon Rule 144A under the Securities Act

or Regulation S under the Securities Act, (i) the Indenture Trustee may

require a written Opinion of Counsel (which may be in–house counsel) acceptable

to and in form and substance reasonably satisfactory to the Indenture Trustee

that such transfer may be made pursuant to an exemption, describing the

applicable exemption and the basis therefor, from said




 




35





























 




Act and laws or is being made pursuant to said Act and

laws, which Opinion of Counsel shall not be an expense of the Indenture

Trustee, the Issuer, or the Servicer and (ii) the Indenture Trustee shall

require the transferee to execute a Transferee Letter certifying to the Issuer

and the Indenture Trustee the facts surrounding such transfer, which Transferee

Letter shall not be an expense of the Indenture Trustee, the Issuer or the

Servicer. The holder of a Note desiring to effect such transfer shall, and by

accepting a Note and the benefits of this Indenture does hereby agree to,

indemnify the Indenture Trustee, the Issuer and the Servicer against any

liability that may result if the transfer is not so exempt or is not made in

accordance with such federal and state laws. 

None of the Issuer, the Indenture Trustee or the Trust Depositor intends

or is obligated to register or qualify any Note under the Securities Act or any

state securities laws.




 




(r)            Notwithstanding any other provision

of this Agreement to the contrary, on the Closing Date, the Indenture Trustee

shall authenticate in the name of, and deliver to, the Trust Depositor, the

Class C Note in the form of a single Individual Note in an aggregate

principal amount equal to the Initial Class C Principal Balance.  The Holder of the Class C Note and the

Trust Certificate shall initially be the Trust Depositor.  No transfer, sale, pledge or other

disposition of the Class C Note (a “Transfer”)

shall be made unless (1) simultaneously with the Transfer a proportionate

amount of Trust Certificates are Transferred so that the ratio of the

Percentage Interest of the Trust Certificates so Transferred to all Trust

Certificates and the ratio of the Percentage Interest of the Class C Notes so

Transferred to all Class C Notes are equal, (2) the Transfers of the

Trust Certificates and Class C Notes referred to herein are made to the

same Person and (3) the Percentage Interest of the Trust Certificates and

Class C Notes, respectively, so transferred is no less than ten (10%) percent.




 




(s)           The Class C Note may only be owned by

United States Persons (as defined in Section 7701(a)(30) of the Code).




 




(t)            The Class C Note may not be owned by

any natural Person.




 




(u)           No Class C Note may be acquired

directly or indirectly, for, on behalf of or with the assets of an employee

benefit plan or other retirement arrangement subject to ERISA, and/or

Section 4975 of the Code (collectively, a “Plan”).  No transfer of a Class C Note

representing an Individual Note shall be made unless the Indenture Trustee

shall have received a certification from the transferee of such Individual

Note, acceptable to and in form and substance satisfactory to the Indenture Trustee

and the Issuer, to the effect that such transferee is acquiring a Class C

Note in conformance with the requirements of the preceding sentence.  Notwithstanding anything else to the

contrary herein, in the event any purported transfer of any Class C Note

representing an Individual Note is made without delivery of the certification

referred to above, such certification shall be deemed to have been made by the

Transferee by its acceptance of such Individual Note.




 




Section

4.03                            Mutilated,

Destroyed, Lost or Stolen Notes.




 




Subject to UCC

§ 8–405, if (i) any mutilated Note is surrendered to the Indenture

Trustee, or the Indenture Trustee receives evidence to its satisfaction of the

destruction, loss or theft of any Note, and (ii) there is delivered to the

Indenture Trustee such security or indemnity as may be required by it to hold

the Issuer and the Indenture Trustee harmless, then, in the




 




36





























 




absence of notice

to the Issuer, the Note Registrar or the Indenture Trustee that such Note has

been acquired by a protected purchaser, the Issuer shall execute, and upon its

request the Indenture Trustee shall authenticate and deliver, in exchange for

or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement

Note; provided,  however,

that if any such destroyed, lost or stolen Note, but not a mutilated Note,

shall have become or within seven (7) days shall be due and payable, instead of

issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen

Note when so due or payable without surrender thereof.  If, after the delivery of such replacement

Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to

the preceding sentence, a protected purchaser of the original Note in lieu of

which such replacement Note was issued presents for payment such original Note,

the Issuer and the Indenture Trustee shall be entitled to recover such

replacement Note (or such payment) from the Person to whom it was delivered or

any Person taking such replacement Note from such Person to whom such

replacement Note was delivered or any assignee of such Person, except a

protected purchaser, and shall be entitled to recover upon the security or

indemnity provided therefor to the extent of any loss, damage, cost or expense

incurred by the Issuer or the Indenture Trustee in connection therewith.




 




Upon the issuance of any

replacement Note under this Section 4.03,

the Issuer may require the payment by the Holder of such Note of a sum

sufficient to cover any tax or other governmental charge that may be imposed in

relation thereto and any other reasonable expenses (including the fees and

expenses of the Indenture Trustee) connected therewith.




 




Every replacement Note

issued pursuant to this Section 4.03

in replacement of any mutilated, destroyed, lost or stolen Note shall

constitute an original additional contractual obligation of the Issuer, whether

or not the mutilated, destroyed, lost or stolen Note shall be at any time

enforceable by anyone, and shall be entitled to all the benefits of this

Indenture equally and proportionately with any and all other Notes duly issued

hereunder.




 




The provisions of this Section 4.03 are exclusive and shall

preclude (to the extent lawful) all other rights and remedies with respect to

the replacement or payment of mutilated, destroyed, lost or stolen Notes.




 




Section 4.04                            Payment

of Principal and Interest; Defaulted Interest.




 




(a)           The Notes shall accrue interest

during each Interest Accrual Period on the basis of the actual number of days

elapsed during such Interest Accrual Period and a year assumed to consist of

360 days.  Any installment of

interest or principal, if any, payable on any Note which is punctually paid or

duly provided for by the Issuer on the applicable Payment Date shall be paid to

the Person in whose name such Note is registered on the Record Date, by check

mailed first–class, postage prepaid, to such Person’s address as it appears on

the Note Register on such Record Date, except that, unless Global Notes have

been issued pursuant to Section 4.02,

with respect to Notes registered on the Record Date in the name of the nominee

of the Depository (initially, such nominee to be Cede & Co.), payment will

be made by wire transfer in immediately available funds to the account

designated by such Person and except for the final installment of principal

payable with respect to such Note on a Payment Date or on the Final Maturity

Date (and except for the Termination Price for any Note called for redemption

pursuant




 




37





























 




to Section 10.01)

which shall be payable as provided below. 

The funds represented by any such checks returned undelivered shall be

held in accordance with Section 3.03.




 




(b)           The principal of each Note shall be

payable in installments on each Payment Date as provided in the Transfer and

Servicing Agreement.  Notwithstanding

the foregoing, the entire unpaid principal amount of the Notes shall be due and

payable, if not previously paid, on the date on which an Event of Default shall

have occurred and be continuing, if the Indenture Trustee with the consent of

the Required Holders have declared the Notes to be immediately due and payable

in the manner provided in Section 5.02.  All principal payments among the Classes of

Notes shall be made in the order and priorities set forth herein and in the

Transfer and Servicing Agreement, and all principal payments on the Notes of

the same Class shall be made pro rata to the Noteholders of such Class.  The Indenture Trustee shall notify the

Person in whose name a Note is registered at the close of business on the

Record Date preceding the Payment Date on which the Issuer expects that the

final installment of principal of and interest on such Note will be paid.  Such notice shall be mailed or transmitted

by facsimile prior to such final Payment Date and shall specify that such final

installment will be payable only upon presentation and surrender of such Note

and shall specify the place where such Note may be presented and surrendered

for payment of such installment. 

Notices in connection with redemptions of Notes shall be mailed to

Noteholders as provided in Section 10.02.




 




Section 4.05                            Tax

Treatment.




 




The Issuer has entered

into this Indenture, and the Notes will be issued, with the intention that, for

federal, state and local income, business and franchise tax purposes,

(i) the Notes (other than the Class C Note) will qualify as indebtedness

secured by the Indenture Collateral and (ii) the Issuer shall not be treated

as an association, taxable mortgage pool or publicly traded partnership taxable

as a corporation.  The Issuer, by

entering into this Indenture, and each Noteholder (other than the Class C

Noteholder), by the acceptance of any such Note (and each beneficial owner of a

Note, by its acceptance of an interest in the applicable Note), agree to treat

such Notes for federal, state and local income and franchise tax purposes as

indebtedness of the Issuer.  Each Holder

of such Note (other than the Class C Noteholder) agrees that it will cause any

beneficial owner of such Note acquiring an interest in a Note through it to

comply with this Indenture as to treatment of indebtedness under applicable

law, as described in this Section 4.05.  The parties hereto agree that they shall not

cause or permit the making, as applicable, of any election under Treasury

Regulation Section 301.7703-3 whereby the Issuer or any portion thereof would

be treated as a corporation for federal income tax purposes and, except as

required by the terms of this Indenture, shall not file tax returns or obtain

any federal employer identification number for the Issuer, but shall treat the

Issuer as a security device or disregarded entity for federal income tax

purposes.  The provisions of this

Indenture shall be construed in furtherance of the foregoing intended tax

treatment.




 




It is the intent of the

Trust Depositor, the Servicer, the Class C Noteholder and the Certificateholder

that in the event (i) the Trust Certificate and the Class C Note are

owned by one (1) Holder, for federal income tax purposes the Trust will be

treated as a division of such Holder, and (ii) in the event that the Trust

Certificate and/or the Class C Note are owned by more than one (1) Holder, the

Trust will be treated as described in Section 2.11 of the Trust Agreement.




 




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Section 4.06                            Satisfaction and Discharge of Indenture.




 




This

Indenture shall cease to be of further effect with respect to the Notes except

as to (i) rights of registration of transfer and exchange,

(ii) substitution of mutilated, destroyed, lost or stolen Notes,

(iii) rights of Noteholders to receive payments of principal thereof and

interest thereon, (iv) Sections 3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.10, 3.12, 3.13, 3.15, 3.16, 3.18, 3.19, 3.21, 3.22, 4.05 and 11.16 (v) the rights, obligations and immunities

of the Indenture Trustee hereunder (including the rights of the Indenture

Trustee under Section 6.07 and the obligations of the Indenture Trustee

under Section 4.07) and (vi) the rights of Noteholders as

beneficiaries hereof with respect to the property so deposited with the

Indenture Trustee payable to all or any of them, and the Indenture Trustee, on

written demand of and at the expense of the Issuer, shall execute proper

instruments acknowledging satisfaction and discharge of this Indenture with

respect to the Notes, when




 




(A)          any of the following has occurred:




 




(1)           all Notes of such Series theretofore authenticated and

delivered (other than (i) Notes that have been destroyed, lost or stolen

and that have been replaced or paid as provided in Section 4.03 and (ii) Notes for whose payment money has theretofore been

deposited in trust or segregated and held in trust by the Issuer and thereafter

repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation;




 




(2)           all Notes not theretofore delivered to the Indenture

Trustee for cancellation




 




(i)            have become due and payable, or




 




(ii)           will become due and payable at the applicable Maturity

Date within one year, or




 




(iii)          are to be called for redemption within one year under

arrangements satisfactory to the Indenture Trustee for the giving of notice of

redemption by the Indenture Trustee in the name, and at the expense, of the

Issuer; or




 




(3)           if and only if the Trust Depositor is the sole Holder of

the Class C Note, the Class A Notes and Class B Notes have been

paid in full, and the Issuer, in the case of (i), (ii) or (iii) above,

has irrevocably deposited or caused to be irrevocably deposited with the

Indenture Trustee cash or direct obligations of or obligations guaranteed by

the United States (which will mature prior to the date such amounts are

payable), in trust in an Eligible Deposit Account (which shall be the

Collection Account or Note Distribution Account) for such purpose, in an amount

sufficient to pay and discharge the entire indebtedness on such Note not

theretofore




 




39





























 




delivered to the Indenture Trustee for

cancellation when due to the final scheduled Payment Date, as the case may be;




 




(B)           the Issuer has paid or performed or caused to be paid or

performed all amounts and obligations which the Issuer may owe to or on behalf

of the Indenture Trustee for the benefit of the Noteholders under this

Indenture or the Notes; and




 




(C)           the Issuer has delivered to the Indenture Trustee an

Officer’s Certificate and an Opinion of Counsel and an Independent Certificate

from a firm of certified public accountants, each meeting the applicable

requirements of subsection 11.01(a) and, subject to Section 11.02, stating that all conditions precedent herein provided for relating to

the satisfaction and discharge of this Indenture with respect to the Notes have

been complied with and the Rating Agency Condition has been satisfied.




 




This

Indenture shall cease to be of further effect with respect to each Swap when

such Swap has been terminated and the Swap Counterparty has received all

amounts it is entitled to receive upon such termination.




 




Section 4.07                            Application of Trust Money.




 




All

moneys deposited with the Indenture Trustee pursuant to Section 4.06 hereof shall be held in trust and applied by it, in accordance with the

provisions of the Notes and this Indenture, to the payment, either directly or

through any Paying Agent, as the Indenture Trustee may determine, to the

Holders of the particular Notes for the payment or redemption of which such

moneys have been deposited with the Indenture Trustee, of all sums due and to

become due thereon for principal and interest; but such moneys need not be

segregated from other funds except to the extent required herein or in the

Transfer and Servicing Agreement or required by law.




 




Section 4.08                            Repayment of Moneys Held by Paying Agent.




 




In

connection with the satisfaction and discharge of this Indenture with respect

to the Notes, all moneys then held by any Paying Agent other than the Indenture

Trustee under the provisions of this Indenture with respect to such Notes

shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held

and applied according to Section 3.05 and thereupon such Paying Agent shall be

released from all further liability with respect to such moneys.




 




ARTICLE V




 




REMEDIES




 




Section 5.01                            Events of Default




 




“Event of Default,” wherever used herein, means any one of the following events (whatever

the reason for such Event of Default and whether it shall be voluntary or

involuntary




 




40





























 




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):




 




(a)           failure to pay on each Payment Date

the full amount of accrued interest on any Note and such failure continues

unremedied for two (2) Business Days;




 




(b)           failure to pay the then outstanding

Outstanding Principal Balance of any Note, if any, on the Legal Final Maturity

Date;




 




(c)           (i) failure on the part of the

Originator or the Servicer to make any payment or deposit required under the

Transfer and Servicing Agreement within two (2) Business Days after the date

the payment or deposit is required to be made, or (ii) failure on the part

of the Originator, the Trust Depositor, the Issuer, the Indenture Trustee, the

Servicer or the Owner Trustee to observe or perform any other covenants or

agreements of such entity set forth in the Transfer and Servicing Agreement or

the Indenture, which failure continues unremedied for a period of thirty (30)

days after written notice; provided, that, no such thirty

(30) day cure period shall apply in the case of a failure by the Originator to

perform its agreement to repurchase or substitute for Ineligible Loans; and further,

provided,

that,

only a five (5) day cure period shall apply in the case of a failure by the

Originator, the Indenture Trustee or the Owner Trustee to observe their

respective covenants not to grant a security interest in or otherwise

intentionally create a lien on the Loans;




 




(d)           any representation, warranty,

certification or written statement made by the Originator, the Trust Depositor,

the Indenture Trustee, the Servicer or the Owner Trustee in the Transfer and

Servicing Agreement or the Indenture or any information required to be given by

the Originator or the Trust Depositor to the Trust or the Indenture Trustee to

identify the Loans proves to have been incorrect in any material respect when

made and continues to be incorrect in any material respect for a period of

thirty (30) days after written notice; provided, however, that an

Event of Default shall not be deemed to occur thereunder if the Originator has

repurchased or substituted for the related Loans through the Trust Depositor

during such period in accordance with the provisions of the Transfer and

Servicing Agreement;




 




(e)           the Class C Note is held by more

than ten (10) persons;




 




(f)            a Servicer Default occurs;




 




(g)           the Indenture Trustee, on behalf of

the Noteholders and the Swap Counterparties, shall fail for any reason to have

a valid and perfected first priority security interest in the Loans and the

Collateral;




 




(h)           the Originator or the Servicer agrees

or consents to, or otherwise permits to occur, any amendment, modification,

change, supplement or recission of or to the Credit and Collection Policy in

whole or in part that could reasonably be expected to have a material adverse

effect upon the Noteholders and the Swap Counterparties;




 




(i)            on any day any Swap Transaction

fails to meet the requirements set forth in this Indenture and such failure

continues unremedied for a period of thirty (30) days after written notice;




 




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(j)            the occurrence of an Insolvency

Event relating to the Trust Depositor or the Issuer;




 




(k)           the occurrence of an Insolvency Event

relating to the Originator or the Servicer; or




 




(l)            the Issuer becomes subject to

registration as an “investment company” under the Investment Company Act of

1940, as amended.




 




Section 5.02                            Acceleration of Maturity; Rescission and

Annulment.




 




If an Event of Default

should occur and be continuing, then and in every such case the Indenture

Trustee or the Required Holders may declare the Notes to be immediately due and

payable, by a notice in writing to the Issuer and the Rating Agencies (and to the

Indenture Trustee if given by Noteholders), and upon any such declaration the

unpaid principal amount of such Notes, together with accrued and unpaid

interest thereon through the date of acceleration, shall become immediately due

and payable.




 




At any time after such

declaration of acceleration of maturity has been made and before a judgment or

decree for payment of the money due has been obtained by the Indenture Trustee

as hereinafter in this Article V; provided,

the Required Holders, by written notice to the Issuer and the Indenture Trustee

and the Swap Counterparty, may rescind and annul such declaration and its

consequences if:




 




(A)          the

Issuer has paid or deposited with the Indenture Trustee a sum sufficient to

pay:




 




(i)            all

payments of principal of and interest on the Notes, all scheduled payments then

due and payable under each Swap and all other amounts that would then be due

hereunder, upon the Notes and under each Swap if the Event of Default giving

rise to such acceleration had not occurred; and




 




(ii)           all

sums paid or advanced by the Indenture Trustee hereunder and the reasonable

compensation, expenses, disbursements and advances of the Indenture Trustee and

its agents and counsel; and




 




(B)           all

Events of Default, other than the nonpayment of the principal of the Notes that

has become due solely by such acceleration, have been cured or waived as

provided in Section 5.13.




 




No such rescission or

annulment shall affect any subsequent default or impair any right consequent

thereto.  No such rescission or

annulment shall affect a Swap or any Swap Transaction that has been terminated

in accordance with the terms thereof.




 




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Section 5.03                            Collection of Indebtedness and Suits for

Enforcement by Indenture Trustee; Authority of Indenture Trustee.




 




(a)           The Issuer covenants that if the

Notes are accelerated following the occurrence of an Event of Default, the

Issuer will, upon demand of the Indenture Trustee, pay to it, for the benefit

of the Holders of the Notes, the whole amount then due and payable on such

Notes for principal and interest, with interest upon the overdue principal,

and, to the extent payment at such rate of interest shall be legally

enforceable, upon overdue installments of interest, at the applicable Note

Interest Rate and in addition thereto such further amount as shall be

sufficient to cover costs and expenses of collection, including the reasonable

compensation, expenses, disbursements and advances of the Indenture Trustee and

its agents and counsel.




 




(b)           The Indenture Trustee, following the

occurrence of an Event of Default, shall have full right, power and authority

to take, or defer from taking, any and all acts with respect to the

administration, maintenance or disposition of the Indenture Collateral.




 




(c)           If an Event of Default occurs and is

continuing, the Indenture Trustee may in its discretion (except as provided in subsection 5.03(d), and shall, at the direction of the Required

Holders), proceed to protect and enforce its rights and the rights of the

Noteholders, by such appropriate Proceedings as shall be deemed most effective

to protect and enforce any such rights, whether for the specific enforcement of

any covenant or agreement in this Indenture or in aid of the exercise of any

power granted herein, or to enforce any other proper remedy or legal or

equitable right vested in the Indenture Trustee by this Indenture or by law.




 




(d)           Notwithstanding anything to the

contrary contained in this Indenture, if an Event of Default shall have occurred

and be continuing, and if the Issuer fails to perform its obligations under Section 10.01 when and as due, the Indenture Trustee may in its discretion, and shall,

at the direction of the Required Holders, proceed to protect and enforce its

rights and the rights of the Noteholders by such appropriate Proceedings as the

Indenture Trustee, or the Required Holders, as the case may be, shall deem most

effective to protect and enforce any such rights, whether for specific

performance of any covenant or agreement in this Indenture or in aid of the

exercise of any power granted herein, or to enforce any other proper remedy or

legal or equitable right vested in the Indenture Trustee by this Indenture or

by law; provided,

that,

the Indenture Trustee shall only be entitled to take any such actions to the

extent such actions (i) are taken only to enforce the Issuer’s obligations

to redeem the principal amount of Notes, and (ii) are taken only against

the Indenture Collateral, any investments therein and any proceeds thereof.




 




(e)           In case there shall be pending,

relative to the Issuer or any other obligor upon the Notes or any Person having

or claiming an ownership interest in the Indenture Collateral, Proceedings

under any Insolvency Law, or in case a receiver, assignee or trustee in

bankruptcy or reorganization, liquidator, sequestrator or similar official

shall have been appointed for or taken possession of the Issuer or its property

or such other obligor or Person, or in case of any other comparable judicial

Proceedings relative to the Issuer or other obligor upon the Notes, or to the

creditors or property of the Issuer or such other obligor, the Indenture

Trustee, irrespective of whether the principal of any Notes shall then be due

and payable as therein expressed or by declaration or otherwise and

irrespective of whether the Indenture Trustee shall have made any




 




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demand pursuant to the

provisions of this Section, shall be entitled and empowered, by intervention in

such Proceedings or otherwise:




 




(i)            to file and prove a claim or claims for the whole amount

of principal and interest owing and unpaid in respect of the Notes and to file

such other papers or documents as may be necessary or advisable in order to

have the claims of the Indenture Trustee (including any claim for reasonable

compensation to the Indenture Trustee and each predecessor Indenture Trustee,

and their respective agents, attorneys and counsel, and for reimbursement of

all expenses and liabilities incurred, and all advances made, by the Indenture

Trustee and each predecessor Indenture Trustee, except as a result of

negligence or bad faith) and of the Noteholders allowed in such Proceedings in

accordance with the written direction of a majority of the Holders;




 




(ii)           unless prohibited by applicable law and regulations, to

vote on behalf of the Holders of Notes in any election of a trustee, a standby

trustee or Person performing similar functions in any such Proceedings in

accordance with the written direction of a majority of the Holders;




 




(iii)          to collect and receive any moneys or other property payable

or deliverable on any such claims and to distribute all amounts received with

respect to the claims of the Noteholders and of the Indenture Trustee on their

behalf; and




 




(iv)          to file such proofs of claim and other papers or documents

as may be necessary or advisable in order to have the claims of the Indenture

Trustee or the Holders of Notes allowed in any judicial proceedings relative to

the Issuer, its creditors and its property;




 




and any trustee, receiver, liquidator,

custodian or other similar official in any such Proceeding is hereby authorized

by each of such Noteholders to make payments to the Indenture Trustee, as

administrative expenses associated with any such proceeding, and, in the event

that the Indenture Trustee shall consent to the making of payments directly to

such Noteholders, to pay to the Indenture Trustee such amounts as shall be

sufficient to cover reasonable compensation to the Indenture Trustee, each

predecessor Indenture Trustee and their respective agents, attorneys and

counsel, and all other reasonable expenses and liabilities incurred, and all

advances made, by the Indenture Trustee and each predecessor Indenture Trustee

except as a result of negligence or bad faith.




 




(f)            Nothing herein contained shall be

deemed to authorize the Indenture Trustee to authorize or consent to or vote

for or accept or adopt on behalf of any Noteholder any plan of reorganization,

arrangement, adjustment or composition affecting the Notes or the rights of any

Holder thereof or to authorize the Indenture Trustee to vote in respect of the

claim of any Noteholder in any such proceeding except, as aforesaid, to vote

for the election of a trustee in bankruptcy or similar Person.




 




(g)           All rights of action, and of

asserting claims under this Indenture or under any of the Notes, may be

enforced by the Indenture Trustee without the possession of any of the Notes or

the production thereof in any trial or other Proceedings relative thereto, and

any such action or




 




44





























 




Proceedings instituted by the

Indenture Trustee shall be brought in its own name as trustee of an express

trust, and any recovery of judgment, subject to the payment of the expenses,

disbursements and compensation of the Indenture Trustee, each predecessor

Indenture Trustee and their respective agents and attorneys, shall be for the

ratable benefit of the Holders of the Notes.




 




(h)           In any Proceedings brought by the

Indenture Trustee (including any Proceedings involving the interpretation of

any provision of this Indenture), the Indenture Trustee shall be held to

represent all of the Holders of the Notes, and it shall not be necessary to

make any Noteholder a party to any such proceedings.




 




Section 5.04                            Remedies.




 




If

an Event of Default shall have occurred and be continuing, the Indenture

Trustee (subject to Section 5.05) may, and shall if so directed by the Required

Holders in writing:




 




(i)            institute Proceedings in its own name and as or on behalf

of a trustee of an express trust for the collection of all amounts then payable

on the Notes or under this Indenture with respect thereto, whether by

declaration or otherwise, and all amounts payable under the Transfer and

Servicing Agreement, enforce any judgment obtained, and collect from the Issuer

and any other obligor upon such Notes moneys adjudged due;




 




(ii)           institute Proceedings from time to time for the complete

or partial foreclosure of this Indenture with respect to the Indenture

Collateral;




 




(iii)          exercise any remedies of a secured party under the UCC and

any other remedy available to the Indenture Trustee and take any other

appropriate action to protect and enforce the rights and remedies of the

Indenture Trustee on behalf of the Noteholders under this Indenture or the

Notes; and




 




(iv)          sell the Indenture Collateral or any portion thereof or

rights or interest therein, at one or more public or private sales called and

conducted in any manner permitted by law; provided, however, that the

Indenture Trustee may not sell or otherwise liquidate the Indenture Collateral

following an Event of Default, other than an Event of Default described in subsection 5.01(a) or (b), unless (A) the Holders of 100% of the

Outstanding Amount of the Notes consent thereto (and, unless it shall be paid

in full all amounts payable to each Swap Counterparty upon a termination of its

Swap, each Swap Counterparty consents thereto), (B) the proceeds of such

sale or liquidation distributable to the Noteholders are sufficient to

discharge in full all amounts then due and unpaid upon such Notes for principal

and interest and all amounts payable to each Swap Counterparty upon termination

of the Swaps or (C) the Indenture Trustee determines that the Indenture

Collateral will not continue to provide sufficient funds for the payment of

principal of and interest on the Notes as they would have become due if the

Notes had not been declared due and payable, and the Indenture Trustee provides

prior written notice to each Rating Agency and obtains the consent of the

Holders of 100% of the Outstanding Amount of the Notes (and, unless it shall be

paid in full all amounts payable to each Swap Counterparty upon a termination

of its Swap, the consent of each Swap




 




45





























 




Counterparty). 

In determining such sufficiency or insufficiency with respect to clauses (B) and (C), the Indenture Trustee may, but need not, obtain

and conclusively rely upon an opinion of an Independent investment banking or

accounting firm of national reputation as to the feasibility of such proposed

action and as to the sufficiency of the Indenture Collateral for such purpose

and shall in no event be liable for relying on such opinions; provided,

however,

upon the occurrence of an Event of Default described in subsection 5.01(k), caused solely from an event described in such

subparagraph occurring with respect to the Trust Depositor or the Issuer, the

Indenture Collateral will be liquidated by the Indenture Trustee, at the

expense of the Trust, and the Trust will be terminated ninety (90) days after

the date of such Insolvency Event, unless, before the end of such ninety (90)

day period, the relevant Trustee shall have received written instructions from

the Required Holders, to the effect that such Required Holders disapprove of

the liquidation of such Indenture Collateral and termination of such Trust.




 




Section 5.05                            Optional Preservation of the Indenture Collateral.




 




Following

an Event of Default and if such Event of Default has not been rescinded and

annulled, and except as otherwise provided above, the Indenture Trustee may,

but need not, elect to maintain possession of the Indenture Collateral; provided,

however,

that the Indenture Trustee shall at all times maintain possession of the

Indenture Collateral, consisting of “instruments” (within the meaning of the

UCC), not constituting part of chattel paper (if any), evidencing any Loan that

had previously been delivered to the Indenture Trustee as part of the Indenture

Collateral, unless and until such “instruments” are delivered in connection

with a realization with respect to the Indenture Collateral in accordance with

the terms of this Indenture. It is the desire of the parties hereto and the Noteholders

that there be at all times sufficient funds for the payment of principal and

interest on the Notes and amounts due under the Swaps, and the Indenture

Trustee shall take such desire into account when determining whether or not to

maintain possession of the Indenture Collateral. In determining whether to

maintain possession of the Indenture Collateral, the Indenture Trustee may, but

need not, obtain and conclusively rely upon an opinion of an Independent

investment banking or accounting firm of national reputation as to the

feasibility of such proposed action and as to the sufficiency of the Indenture

Collateral for such purpose.




 




Section 5.06                            Priorities.




 




(a)           If the Indenture Trustee collects any

money or property pursuant to this Article V, it shall pay out the money or property as set

forth in Section 7.05 of the Transfer and Servicing Agreement.




 




(b)           The Indenture Trustee may fix a

record date and Payment Date for any payment to Noteholders pursuant to this Section 5.06.  At least five (5) days before

such record date, the Issuer shall mail to each Noteholder and the Indenture

Trustee a notice that states the record date, the Payment Date and the amount

to be paid.




 




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Section 5.07                            Limitation of Suits.




 




No

Holder of any Note shall have any right to institute any Proceeding, judicial

or otherwise, with respect to this Indenture, or for the appointment of a

receiver or trustee, or for any other remedy hereunder, unless (and in all

events subject to Section 11.16 hereof):




 




(i)            such Holder has previously given written notice to the

Indenture Trustee of a continuing Event of Default;




 




(ii)           the Holders of not less than 25% of the Outstanding Amount

of the Notes have made written request to the Indenture Trustee to institute

such Proceeding in respect of such Event of Default in its own name as

Indenture Trustee hereunder;




 




(iii)          such Holder or Holders have offered to the Indenture

Trustee indemnity satisfactory to it against the costs, expenses and liabilities

to be incurred in complying with such request;




 




(iv)          the Indenture Trustee for sixty (60) days after its receipt

of such notice, request and offer of indemnity has failed to institute such

Proceeding; and




 




(v)           no direction inconsistent with such written request has

been given to the Indenture Trustee during such sixty (60) day period by the

Holders of a majority of the Outstanding Amount of the Notes, voting together

as a single class.




 




It is understood and intended that no one or

more Holders of Notes shall have any right in any manner whatever by virtue of,

or by availing of, any provision of this Indenture to affect, disturb or

prejudice the rights of any other Holders of Notes or to obtain or to seek to

obtain priority or preference over any other Holders or to enforce any right

under this Indenture, except in the manner herein provided.




 




In

the event the Indenture Trustee shall receive conflicting or inconsistent

requests and indemnity from two or more groups of Holders of Notes, each

representing less than a majority of the Outstanding Amount of the Notes, the

Indenture Trustee shall act at the direction of the group of Holders

representing the greater percentage of the Outstanding Amount of the Notes.




 




Section 5.08                            Unconditional Rights of Noteholders to Receive

Principal and Interest.




 




Notwithstanding

any other provisions in the Indenture, the Holder of any Note shall have the

right, which is absolute and unconditional, to receive payment of the principal

of and interest on such Note on or after the respective due dates thereof

expressed in such Note or in this Indenture (or, in the case of redemption, on

or after the Redemption Date) and to institute suit for the enforcement of any

such payment, and such right shall not be impaired without the consent of such

Holder.




 




47





























 




Section 5.09                            Restoration of Rights and Remedies.




 




If

the Indenture Trustee or any Noteholder has instituted any Proceeding to

enforce any right or remedy under this Indenture and such Proceeding has been

discontinued or abandoned for any reason or has been determined adversely to

the Indenture Trustee or to such Noteholder, then and in every such case the

Indenture Trustee and the Noteholders shall, subject to any determination in

such Proceeding, be restored severally and respectively to their former

positions hereunder, and thereafter all rights and remedies of the Indenture

Trustee and the Noteholders shall continue as though no such Proceeding had

been instituted.




 




Section 5.10                            Rights and Remedies Cumulative.




 




No

right or remedy herein conferred upon or reserved to the Indenture Trustee or

to the Noteholders is intended to be exclusive of any other right or remedy,

and every right and remedy shall, to the extent permitted by law, be cumulative

and in addition to every other right and remedy given hereunder or now or

hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or

otherwise, shall not prevent the concurrent assertion or employment of any

other appropriate right or remedy.




 




Section 5.11                            Delay or Omission Not a Waiver.




 




No

delay or omission of the Indenture Trustee or any Holder of any Note to

exercise any right or remedy accruing upon any Default or Event of Default shall

impair any such right or remedy or constitute a waiver of any such Default or

Event of Default or an acquiescence therein. 

Every right and remedy given by this Article V or by law to the Indenture Trustee or to the

Noteholders may be exercised from time to time, and as often as may be deemed

expedient, by the Indenture Trustee or by the Noteholders, as the case may be.




 




Section 5.12                            Control by Noteholders.




 




The

Required Holders shall have the right to direct the time, method and place of

conducting any Proceeding for any remedy available to the Indenture Trustee

with respect to the Notes or exercising any trust or power conferred on the

Indenture Trustee (in all events subject to subsection 6.02(f)); provided, that:




 




(i)            such direction shall not be in conflict with any rule of

law or with any other provision of this Indenture;




 




(ii)           subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell

or liquidate the Indenture Collateral shall be by the Holders of Notes

representing not less than 100% of the Outstanding Amount of the Notes;




 




(iii)          if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the

Indenture Collateral pursuant to such Section, then any direction to the

Indenture Trustee by Holders of Notes representing less than 100% of the

Outstanding Amount of the Notes to sell or liquidate the Indenture Collateral

shall be of no force and effect; and




 




48





























 




(iv)          the Indenture Trustee may take any other action deemed

proper by the Indenture Trustee that is not inconsistent with such direction.




 




Notwithstanding the rights of Noteholders set

forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action

that it determines might involve it in liability or might materially and

adversely affect the rights of any Noteholders not consenting to such action.




 




Section 5.13                            Waiver of Past Defaults.




 




In

the case of any waiver of an Event of Default, the Issuer, the Indenture

Trustee and the Holders of the Notes shall be restored to their former

positions and rights hereunder, respectively; but no such waiver shall extend

to any subsequent or other Event of Default or impair any right consequent

thereto.  Upon any such waiver, such

Event of Default shall cease to exist and be deemed to have been cured and not

to have occurred, for every purpose of this Indenture, but no such waiver shall

extend to any subsequent or other Event of Default or impair any right

consequent thereto.  No such waiver

shall affect a Swap or any Swap Transaction that has been terminated in

accordance with the terms thereof.




 




Section 5.14                            Undertaking for Costs.




 




All

parties to this Indenture agree, and each Holder of any Note by such Holder’s

acceptance thereof and each Swap Counterparty by accepting the benefits hereof

shall be deemed to have agreed, that any court may in its discretion require,

in any suit for the enforcement of any right or remedy under this Indenture, or

in any suit against the Indenture Trustee for any action taken, suffered or

omitted by it as Indenture Trustee, the filing by any party litigant in such

suit of an undertaking to pay the costs of such suit and that such court may in

its discretion assess reasonable costs, including reasonable attorneys’ fees,

against any party litigant in such suit, having due regard to the merits and

good faith of the claims or defenses made by such party litigant; but the

provisions of this Section 5.14 shall not apply to (i) any suit instituted

by the Indenture Trustee, (ii) any suit instituted by any Noteholder, or

group of Noteholders, in each case holding in the aggregate more than 10% of

the Outstanding Amount of the Notes or (iii) any suit instituted by any

Noteholder for the enforcement of the payment of principal of or interest on

any Note on or after the respective due dates expressed in such Note and in

this Indenture (or, in the case of redemption, on or after the Redemption

Date).




 




Section 5.15                            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, that may affect the covenants or the performance

of this Indenture; and the Issuer (to the extent that it may lawfully do so)

hereby expressly waives all benefit or advantages 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.




 




49





























 




Section 5.16                            Action on Notes.




 




The

Indenture Trustee’s right to seek and recover judgment on the Notes or under

this Indenture shall not be affected by the seeking, obtaining or application

of any other relief under or with respect to this Indenture.  Neither the lien of this Indenture nor any

rights or remedies of the Indenture Trustee, the Swap Counterparties or the

Noteholders shall be impaired by the recovery of any judgment by the Indenture

Trustee against the Issuer or by the levy of any execution under such judgment

upon any portion of the Indenture Collateral or upon any of the assets of the

Issuer.  Any money or property collected

by the Indenture Trustee shall be applied in accordance with Section 5.06.




 




Section 5.17                            Performance and Enforcement of Certain

Obligations.




 




(a)           Promptly following a request from the

Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall

take all such lawful action as the Indenture Trustee may request to compel or

secure the performance and observance by the Trust Depositor and the Servicer,

as applicable, of each of their obligations to the Issuer under or in

connection with the Transfer Agreement and the Transfer and Servicing Agreement

in accordance with the terms thereof, and to exercise any and all rights,

remedies, powers and privileges lawfully available to the Issuer under or in

connection with the Transfer Agreement and the Transfer and Servicing Agreement

to the extent and in the manner directed by the Indenture Trustee, including

the transmission of notices of default on the part of the Trust Depositor or

the Servicer thereunder and the institution of legal or administrative actions

or proceedings to compel or secure performance by the Trust Depositor or the

Servicer of each of their obligations under the Transfer Agreement and the

Transfer and Servicing Agreement.




 




(b)           If an Event of Default has occurred

and is continuing, the Indenture Trustee may, and at the direction (which

direction shall be in writing, including facsimile) of the Required Holders

shall, exercise all rights, remedies, powers, privileges and claims of the

Issuer against the Trust Depositor or the Servicer under or in connection with

the Transfer Agreement and the Transfer and Servicing Agreement, including the

right or power to take any action to compel or secure performance or observance

by the Trust Depositor or the Servicer of each of their obligations to the

Issuer thereunder and to give any consent, request, notice, direction,

approval, extension or waiver under the Transfer Agreement and the Transfer and

Servicing Agreement, and any right of the Issuer to take such action shall be

suspended.




 




ARTICLE VI




 




THE

INDENTURE TRUSTEE




 




Section 6.01                            Duties of Indenture Trustee.




 




(a)           If an Event of Default has occurred

and is continuing, the Indenture Trustee shall exercise the rights and powers

vested in it by this Indenture and use the same degree of care and skill in

their exercise as a prudent person would exercise or use under the

circumstances in the conduct of such person’s own affairs with respect to the

Indenture Collateral.




 




(b)           Except during the continuance of an

Event of Default:




 




50





























 




(i)            the Indenture Trustee undertakes to perform such duties

and only such duties as are specifically set forth in this Indenture and no

implied covenants or obligations shall be read into this Indenture against the

Indenture Trustee; and




 




(ii)           in the absence of bad faith on its part, the Indenture

Trustee may conclusively rely, as to the truth of the factual 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; however, the Indenture Trustee shall examine the certificates and

opinions to determine whether or not they conform to the requirements of this

Indenture and the other Transaction Documents to which the Indenture Trustee is

a party.




 




(c)           The Indenture Trustee may not be

relieved from liability for its own negligent action, its own negligent failure

to act or its own willful misconduct, except that:




 




(i)            this paragraph does not limit the effect of subsection 6.01(b);




 




(ii)           the Indenture Trustee shall not be liable for any error of

judgment made in good faith by a Responsible Officer unless it is proved that

the Indenture Trustee was negligent in ascertaining the pertinent facts; and




 




(iii)          the Indenture Trustee shall not be liable with respect to

any action it takes or omits to take in good faith in accordance with a

direction received by it pursuant to Section 5.12.




 




(d)           Every provision of this Indenture

that in any way relates to the Indenture Trustee is subject to subsections 6.01(a), (b) and (c).




 




(e)           Money held in trust by the Indenture

Trustee need not be segregated from other funds except to the extent required

by law or the terms of this Indenture or the Transfer and Servicing Agreement.




 




(f)            No provision of this Indenture shall

require the Indenture Trustee to expend or risk its own funds or otherwise

incur financial liability in the performance of any of its duties hereunder or

in the exercise of any of its rights or powers, if it shall have reasonable

grounds to believe that repayments of such funds or indemnity satisfactory to

it against such risk or liability is not reasonably assured to it.




 




(g)           The Indenture Trustee shall have no

discretionary duties other than those explicitly set forth in this Indenture.




 




(h)           Every provision of this Indenture

relating to the conduct or affecting the liability of or affording protection

to the Indenture Trustee shall be subject to the provisions of this section and

to the provisions of the TIA.




 




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Section 6.02                            Rights of Indenture Trustee.




 




(a)           The Indenture Trustee may

conclusively rely on any document believed by it to be genuine and to have been

signed or presented by the proper person. 

The Indenture Trustee need not investigate any fact or matter stated in

the document.




 




(b)           Before the Indenture Trustee acts or

refrains from acting, it may require an Officer’s Certificate (with respect to

factual matters) or an Opinion of Counsel, as applicable. The Indenture Trustee

shall not be liable for any action it takes or omits to take in good faith in

reliance on the Officer’s Certificate or Opinion of Counsel.




 




(c)           The Indenture Trustee may execute any

of the trusts or powers hereunder or perform any duties hereunder either

directly or by or through agents or attorneys or a custodian or nominee, and

the Indenture Trustee shall not be responsible for any misconduct or negligence

on the part of, or for the supervision of, any such agent, attorney, custodian

or nominee appointed with due care by it hereunder.




 




(d)           The Indenture Trustee shall not be

liable for any action it takes or omits to take in good faith which it believes

to be authorized or within its rights or powers; provided, however,

that the Indenture Trustee’s conduct does not constitute willful misconduct,

negligence or bad faith.




 




(e)           The Indenture Trustee may consult

with counsel, and the advice or Opinion of Counsel with respect to legal

matters relating to this Indenture and the Notes shall be full and complete

authorization and protection from liability in respect to any action taken,

omitted or suffered by it hereunder in good faith and in accordance with the

advice or opinion of such counsel.




 




(f)            The Indenture Trustee shall be under

no obligation to institute, conduct or defend any litigation under this

Indenture or in relation to this Indenture, at the request, order or direction

of any of the Holders of Notes, pursuant to the provisions of this Indenture,

unless such Holders of Notes shall have offered to the Indenture Trustee

security or indemnity satisfactory to it against the costs, expenses and

liabilities that may be incurred therein or thereby; provided, however,

that the Indenture Trustee shall, upon the occurrence of an Event of Default

(that has not been cured), exercise the rights and powers vested in it by this

Indenture in a manner consistent with Section 6.01.




 




(g)           The Indenture Trustee shall not be

bound to make any investigation into the facts or matters stated in any

resolution, certificate, statement, instrument, opinion, report, notice,

request, consent, order, approval, bond or other paper or document, unless so

requested in writing by the Holders of Notes evidencing not less than 25% of

the Outstanding Amount of the Notes; provided, however, that if the

payment within a reasonable time to the Indenture Trustee of the costs,

expenses or liabilities likely to be incurred by it in the making of such

investigation is, in the opinion of the Indenture Trustee, not reasonably

assured to the Indenture Trustee by the security afforded to it by the terms of

this Indenture or the Transfer and Servicing Agreement, the Indenture Trustee may

require indemnity satisfactory to it against such cost, expense or liability as

a condition to so proceeding; the reasonable expense of every such examination

shall




 




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be paid by the Person making

such request, or, if paid by the Indenture Trustee, shall be reimbursed by the

Person making such request upon demand.




 




(h)           The Indenture Trustee shall not be

required to give any bond or surety in respect of the performance of its powers

and duties hereunder.




 




(i)            The Indenture Trustee shall not be

bound to ascertain or inquire as to the performance or observance of any

covenants, conditions or agreements on the part of the Issuer.




 




(j)            The permissive rights of the

Indenture Trustee to do things enumerated in this Indenture shall not be

construed as a duty and the Indenture Trustee shall not be answerable for other

than its negligence or willful default.




 




(k)           Except for (i) a default under subsections 5.01(a) or (b) hereof or (ii) any other event of which a

Responsible Officer of the Indenture Trustee has “actual knowledge” and which

event, with the giving of notice or the passage of time or both, would

constitute an Event of Default under this Indenture, the Indenture Trustee

shall not be deemed to have notice of any Event of Default or Servicer Default

unless specifically notified in writing of such event by the Issuer or any

Noteholder; as used herein, the term “actual knowledge” means the actual fact

or statement of knowing, by a Responsible Officer without any duty to make any

investigation with regard thereto.




 




(l)            In the event that the Indenture

Trustee is also acting as Paying Agent or Transfer Agent and Registrar

hereunder, the rights and protections afforded to the Indenture Trustee

pursuant to this Article VI shall also be afforded to such Paying Agent or

Transfer Agent or Registrar.




 




(m)          In no event shall the Indenture

Trustee be liable for the selection of Eligible Investments or for investment

losses incurred thereon.  The Indenture

Trustee shall have no liability in respect of losses incurred as a result of

the liquidation of any such investment prior to its stated maturity or the

failure of the party directing such investment to provide timely written

investment direction.  The Indenture

Trustee shall have no obligation to invest or reinvest any amounts held

hereunder in the absence of such written investment direction.




 




Section 6.03                            Individual Rights of Indenture Trustee.




 




The

Indenture Trustee in its individual or any other capacity may become the owner

or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates

with the same rights it would have if it were not Indenture Trustee.  Any Paying Agent, Note Registrar,

co–registrar or co–paying agent may do the same with like rights. However, the

Indenture Trustee is required to comply with Section 6.11.




 




Section 6.04                            Indenture Trustee’s Disclaimer.




 




The

Indenture Trustee shall not be responsible for and makes no representation as

to the validity or adequacy of this Indenture, the Indenture Collateral or the

Notes, it shall not be accountable for the Issuer’s use of the proceeds from

the Notes, and it shall not be responsible




 




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for any statement of the Issuer in this Indenture or in any document

issued in connection with the sale of the Notes or in the Notes other than the

Indenture Trustee’s certificate of authentication.




 




Section 6.05                            Notice of Defaults or Events of Default.




 




If

a Default or Event of Default occurs and is continuing and if it is actually

known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee

shall mail to each Noteholder and Swap Counterparty notice of the Default or

Event of Default within ninety (90) days after it occurs.  Except in the case of a Default or Event of

Default with respect to the payment of principal of or interest on any Note

(including payments pursuant to the redemption of such Notes), the Indenture

Trustee may withhold the notice if and so long as a committee of its

Responsible Officers in good faith determines that withholding the notice is in

the interests of Noteholders and the Swap Counterparties.




 




Section 6.06                            Reports by Indenture Trustee to Holders.




 




The

Indenture Trustee shall deliver to each Noteholder such information as may be

required to enable such Holder to prepare its federal and state income tax

returns.  In addition, upon the Issuer’s

or a Holder’s written request, the Indenture Trustee shall promptly furnish

information reasonably requested by the Issuer or such Holder that is

reasonably available to the Indenture Trustee to enable the Issuer or such

Holder to perform its federal and state income tax reporting obligations.




 




Section 6.07                            Compensation and Indemnity.




 




The

Issuer shall pay or shall cause the Administrator or Servicer to pay to the

Indenture Trustee from time to time reasonable compensation for its services as

Indenture Trustee and as Paying Agent (if the Indenture Trustee serves as such)

to the extent such compensation is not otherwise paid to the Indenture

Trustee.  The Indenture Trustee’s

compensation shall not be limited by any law on compensation of a trustee of an

express trust.  The Issuer shall or

shall cause the Administrator or the Servicer to reimburse the Indenture

Trustee for all reasonable out–of–pocket expenses incurred or made by it,

including costs of collection, in addition to the compensation for its

services.  Such expenses shall include

the reasonable compensation and expenses, disbursements and advances of the

Indenture Trustee’s agents, counsel, accountants and experts.  The Issuer shall indemnify or shall cause

the Administrator or the Servicer to indemnify the Indenture Trustee against

any and all loss, liability or expense (including attorneys’ fees and expenses)

incurred by it in connection with the administration of this Indenture and the

performance of its duties hereunder, under the Transfer and Servicing Agreement

and any other document or transaction contemplated herewith or therewith or as

a Paying Agent for the Issuer.  The Indenture

Trustee shall notify the Issuer and the Administrator promptly of any claim for

which it may seek indemnity.  Failure by

the Indenture Trustee to so notify the Issuer and the Administrator shall not

relieve the Issuer or the Administrator of its obligations hereunder.  The Issuer shall defend or shall cause the

Administrator or the Servicer to defend any such claim, and the Indenture

Trustee may have separate counsel and the Issuer shall pay or shall cause the

Administrator or the Servicer to pay the fees and expenses of such

counsel.  Neither the Issuer nor the

Administrator or the Servicer need reimburse any expense or




 




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indemnify against any loss, liability or expense incurred by the

Indenture Trustee through the Indenture Trustee’s own willful misconduct,

negligence or bad faith.




 




The

Issuer’s payment and indemnification obligations to the Indenture Trustee

pursuant to this Section shall survive the discharge of this Indenture and the

earlier removal or resignation of the Indenture Trustee.  When the Indenture Trustee incurs expenses

after the occurrence of a Default specified in subsections 5.01(j) and (k) with respect to the Issuer, the expenses are

intended to constitute expenses of administration under applicable Insolvency

Law.




 




Section 6.08                            Replacement of Indenture Trustee.




 




The

Indenture Trustee may resign at any time by so notifying the Issuer and the

Servicer. The Issuer may remove the Indenture Trustee if:




 




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




 




(ii)           a court having jurisdiction in the premises in respect of

the Indenture Trustee in an involuntary case or proceeding under federal or

state banking or bankruptcy laws, as now or hereafter constituted, or any other

applicable federal or state bankruptcy, insolvency or other similar law, shall

have entered a decree or order granting relief or appointing a receiver,

liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar

official) for the Indenture Trustee or for any substantial part of the

Indenture Trustee’s property, or ordering the winding–up or liquidation of the

Indenture Trustee’s affairs, provided any such decree or order shall have

continued unstayed and in effect for a period of thirty (30) consecutive days;




 




(iii)          the Indenture Trustee commences a voluntary case under any

federal or state banking or bankruptcy laws, as now or hereafter constituted,

or any other applicable federal or state bankruptcy, insolvency or other

similar law, or consents to the appointment of or taking possession by a

receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator

or other similar official for the Indenture Trustee or for any substantial part

of the Indenture Trustee’s property, or makes any assignment for the benefit of

creditors or fails generally to pay its debts as such debts become due or takes

any corporate action in furtherance of any of the foregoing; or




 




(iv)          the Indenture Trustee otherwise becomes incapable of

acting.




 




If

the Indenture Trustee resigns or is removed or if a vacancy exists in the

office of Indenture Trustee for any reason (the Indenture Trustee in such event

being referred to herein as the retiring Indenture Trustee), the Issuer shall

promptly appoint a successor Indenture Trustee.




 




A

successor Indenture Trustee shall deliver a written acceptance of its

appointment to the retiring Indenture Trustee and to the Issuer.  Thereupon the resignation or removal of the

retiring Indenture Trustee shall become effective, and the successor Indenture

Trustee shall have all of the rights, powers and duties of the Indenture

Trustee under this Indenture.  No

successor Indenture Trustee shall accept appointment as provided in this Section 6.08 unless at the time of such acceptance such Person shall be eligible

under Section 6.11.  The

Issuer or the successor Indenture Trustee shall mail a notice of its succession

to the Noteholders and the Swap




 




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Counterparties (at their addresses shown in the register kept by the

Issuer, and provided to the Indenture Trustee).  The retiring Indenture Trustee shall promptly transfer, at the

expense of the Issuer, all property held by it as Indenture Trustee to the

successor Indenture Trustee and shall execute and deliver such instruments and

other documents as may reasonably be required to more fully and certainly vest

and confirm in the successor Indenture Trustee all such rights, duties, powers

and obligations.




 




If

a successor Indenture Trustee does not take office within sixty (60) days after

the retiring Indenture Trustee resigns or is removed, the retiring Indenture

Trustee, the Issuer or the Holders of a majority in Outstanding Amount of the

Notes may petition any court of competent jurisdiction for the appointment of a

successor Indenture Trustee.




 




If

the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of

competent jurisdiction for the removal of the Indenture Trustee and the

appointment of a successor Indenture Trustee.




 




Any

resignation or removal of the Indenture Trustee and appointment of a successor

Indenture Trustee pursuant to any of the provisions of this Section shall not

become effective until acceptance of appointment by the successor Indenture Trustee

pursuant to this Section 6.08 and payment of all fees and expenses owed to the

outgoing Indenture Trustee. 

Notwithstanding the replacement of the Indenture Trustee pursuant to

this Section 6.08, the retiring Indenture Trustee shall be

entitled to payment or reimbursement of such amounts as such Person is entitled

pursuant to Section 6.07.




 




Section 6.09                            Successor Indenture Trustee by Merger.




 




If

the Indenture Trustee consolidates with, merges or converts into, or transfers

all or substantially all of its corporate trust business or assets to, another

corporation or banking association, the resulting, surviving or transferee

corporation without any further act shall be the successor Indenture Trustee; provided,

that,

such corporation or banking association shall be otherwise qualified and

eligible under Section 6.11.  The

Indenture Trustee shall provide each Rating Agency and the Swap Counterparties

prompt notice of any such transaction.




 




In

case at the time such successor or successors by merger, conversion or

consolidation to the Indenture Trustee shall succeed to the trusts created by

this Indenture any of the Notes shall have been authenticated but not

delivered, any such successor to the Indenture Trustee may adopt the

certificate of authentication of any predecessor Indenture Trustee, and deliver

such Notes so authenticated; and in case at that time any of the Notes shall

not have been authenticated, any successor to the Indenture Trustee may

authenticate such Notes either in the name of any predecessor hereunder or in

the name of the successor to the Indenture Trustee; and in all such cases such

certificates shall have the full force which it is anywhere in the Notes or in

this Indenture provided that the certificate of the Indenture Trustee shall have.




 




Section 6.10                            Appointment of Co–Indenture Trustee or Separate

Indenture Trustee.




 




(a)           Notwithstanding any other provision

of this Indenture, at any time, for the purpose of meeting any legal

requirement of any jurisdiction in which any part of the Indenture




 




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Collateral may at the time be

located, the Indenture Trustee and the Administrator acting jointly shall have

the power and may execute and deliver all instruments to appoint one or more

Persons to act as a co–Indenture Trustee or co–Indenture Trustees, jointly with

the Indenture Trustee, or separate Indenture Trustee or separate Indenture

Trustees, of all or any part of the Trust, and to vest in such Person or

Persons, in such capacity and for the benefit of the Noteholders and the Swap

Counterparties, such title to the Indenture Collateral, or any part hereof,

and, subject to the other provisions of this Section, such powers, duties,

obligations, rights and trusts as the Indenture Trustee and the Administrator

may consider necessary or desirable.  If

the Administrator shall not have joined in such appointment within fifteen (15)

days after the receipt by it of a request so to do, the Indenture Trustee alone

shall have the power to make such appointment. 

No co–Indenture Trustee or separate Indenture Trustee hereunder shall be

required to meet the terms of eligibility of a successor Indenture Trustee

under Section 6.11 and no notice to Noteholders or Swap

Counterparties of the appointment of any co–Indenture Trustee or separate

Indenture Trustee shall be required under Section 6.08.  If the

Indenture Trustee is incompetent or unqualified in any jurisdiction to perform

as required by this Indenture, all rights, powers, duties and obligations

conferred or imposed upon the Indenture Trustee shall be conferred or imposed

upon such separate Indenture Trustee or co–Indenture Trustee who shall exercise

and perform such rights, powers, duties and obligations solely at the direction

of the Indenture Trustee.




 




(b)           Every separate Indenture Trustee and

co–Indenture Trustee shall, to the extent permitted by law, be appointed and

act subject to the following provisions and conditions:




 




(i)            all rights, powers, duties and obligations conferred or

imposed upon the Indenture Trustee shall be conferred or imposed upon and

exercised or performed by the Indenture Trustee and such separate Indenture

Trustee or co–Indenture Trustee jointly (it being understood that such separate

Indenture Trustee or co–Indenture 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 or any portion thereof in any such

jurisdiction) shall be exercised and performed singly by such separate

Indenture Trustee or co–Indenture Trustee, but solely at the direction of the

Indenture Trustee;




 




(ii)           no Indenture Trustee hereunder shall be personally liable

by reason of any act or omission of any other Indenture Trustee hereunder; and




 




(iii)          the Indenture Trustee and the Administrator may at any time

accept the resignation of or remove any separate Indenture Trustee or

co–Indenture 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 Indenture Trustees and co–Indenture Trustees, as effectively

as if given to each of them.  Every

instrument appointing any separate Indenture Trustee or co–Indenture Trustee

shall refer to this Indenture and the conditions of this Article.  Each separate Indenture Trustee and

co–Indenture Trustee, upon its acceptance of the trusts conferred, shall be

vested with the estates or property specified in its instrument of




 




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co–appointment, either jointly with

the Indenture Trustee or separately, as may be provided therein, subject to all

of 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

and a copy thereof given to the Administrator.




 




(d)           Any separate Indenture Trustee or

co–Indenture Trustee may at any time constitute the Indenture Trustee, its agent

or attorney–in–fact with full power and authority, to the extent not prohibited

by law, to do any lawful act under or in respect of this Agreement on its

behalf and in its name.  If any separate

Indenture Trustee or co–Indenture 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

Indenture Trustee.  Notwithstanding

anything to the contrary in this Indenture, the appointment of any separate

Indenture Trustee or co–Indenture Trustee shall not relieve the Indenture

Trustee of its obligations and duties under this Indenture.




 




Section 6.11                            Eligibility.




 




The

Indenture Trustee shall at all times satisfy the requirements of

TIA §310(a).  The Indenture Trustee

hereunder shall at all times be a financial institution organized and doing

business under the laws of the United States or any state, authorized under

such laws to exercise corporate trust powers, whose long term unsecured debt is

rated at least Baa3 by Moody’s, BBB– by S&P and BBB– by Fitch (if rated by

Fitch) and shall have a combined capital and surplus of at least $50,000,000 or

shall be a member of a bank holding system the aggregate combined capital and

surplus of which is $50,000,000 and subject to supervision or examination by

federal or state authority; provided, that, the Indenture

Trustee’s separate capital and surplus shall at all times be at least the

amount required by Section 310(a)(2) of the TIA.  If such Person publishes reports of condition at least annually,

pursuant to law or to the requirements of a supervising or examining authority,

then for the purposes of this Section 6.11, the combined capital and surplus of such Person

shall be deemed to be its combined capital and surplus as set forth in its most

recent report of condition so published. In case at any time the Indenture

Trustee shall cease to be eligible in accordance with the provisions of this Section 6.11, the Indenture Trustee shall resign immediately in the manner and with

the effect specified in Section 6.08.  The

Indenture Trustee shall comply with TIA §310(b); provided, however,

that there shall be excluded from the operation of TIA §310(b)(1) any

indenture or indentures under which other securities of the Issuer are

outstanding if the requirements for such exclusion set forth in

TIA §310(b)(1) are met.




 




Section 6.12                            Preferential Collection of Claims Against Issuer.




 




The

Indenture Trustee shall comply with TIA §311(a), excluding any creditor

relationship listed in TIA §311(b). 

An Indenture Trustee who has resigned or been removed shall be subject

to TIA §311(a) to the extent indicated.




 




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Section 6.13                            Representations and Warranties of Indenture

Trustee.




 




The

Indenture Trustee in its individual capacity and as Indenture Trustee

represents and warrants as follows:




 




(a)           Organization

and Corporate Power.  It is a duly organized and validly existing

national banking association in good standing under the laws of each

jurisdiction where its business so requires. 

It has full corporate power, authority and legal right to execute,

deliver and perform its obligations as Indenture Trustee under this Indenture

and the Transfer and Servicing Agreement (the foregoing documents, the “Indenture Trustee Documents”) and to authenticate the Notes.




 




(b)           Due

Authorization.  The execution and delivery of the Indenture

Trustee Documents, the consummation of the transactions provided for therein

and the authentication of the Notes have been duly authorized by all necessary

corporate action on its part, either in its individual capacity or as Indenture

Trustee, as the case may be.




 




(c)           No

Conflict.  The execution and delivery of the Indenture

Trustee Documents, the performance of the transactions contemplated thereby and

the fulfillment of the terms thereof (including the authentication of the

Notes) will not conflict with, result in any breach of any of the material

terms and provisions of, or constitute (with or without notice or lapse of time

or both) a default under, any indenture, contract, agreement, mortgage, deed of

trust, or other instrument to which the Indenture Trustee is a party or by which

it or any of its property is bound.




 




(d)           No

Violation.  The execution and delivery of the Indenture

Trustee Documents, the performance of the transactions contemplated thereby and

the fulfillment of the terms thereof (including the authentication of the

Notes) will not conflict with or violate, in any material respect, any

Requirements of Law applicable to the Indenture Trustee.




 




(e)           All

Consents Required.  All approvals, authorizations, consents,

orders or other actions of any Person or any Governmental Authority applicable

to the Indenture Trustee, required in connection with the execution and

delivery of the Indenture Trustee Documents, the performance by the Indenture

Trustee of the transactions contemplated thereby and the fulfillment by the

Indenture Trustee of the terms thereof (including the authentication of the

Notes), have been obtained.




 




(f)            Validity,

Etc.  Each Indenture Trustee Document constitutes a legal, valid and

binding obligation of the Indenture Trustee, enforceable against the Indenture

Trustee in accordance with its terms, except as such enforceability may be

limited by Insolvency Laws and except as such enforceability may be limited by

general principles of equity, concepts of materiality and reasonableness

(whether considered in a suit at law or in equity) or by an implied covenant of

good faith and fair dealing.




 




Section 6.14                            Directions to Indenture Trustee.




 




The

Indenture Trustee is hereby directed:




 




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(i)            to accept a collateral assignment of the Loans and hold

the assets of the Indenture Collateral as security for the Noteholders and Swap

Counterparties;




 




(ii)           to authenticate and deliver the Notes substantially in the

form prescribed by Exhibit A in accordance with the terms of this Indenture;




 




(iii)          to execute and deliver the Transaction Documents to which

it is a party; and




 




(iv)          to take all other actions as shall be required to be taken

by the terms of this Indenture.




 




Section 6.15                            Conflicts.




 




If a Default occurs and

is continuing and the Indenture Trustee is deemed to have a “conflicting

interest” (as defined in the TIA) as a result of acting as trustee for both the

Class A Notes, the Class B Notes and the Class C Note, the Issuer shall

appoint a successor Indenture Trustee for the Class A Notes and the Class

B Notes and a successor for the Class C Note so that there will be separate

Indenture Trustees for the Class A Notes and the Class B Notes on the

one hand, and for the Class C Note on the other hand.  No such event shall alter the voting rights of the Noteholders

under this Indenture or under any of the other Transaction Documents.




 




ARTICLE VII




 




NOTEHOLDERS’

LISTS AND REPORTS




 




Section 7.01                            Issuer to Furnish Indenture Trustee Names and

Addresses of Noteholders.




 




The

Issuer will furnish or cause to be furnished to the Indenture Trustee

(i) not more than five (5) days after the earlier of (a) each Record

Date and (b) three (3) months after the last Record Date, a list, in such

form as the Indenture Trustee may reasonably require, of the names and

addresses of the Noteholders as of such Record Date and (ii) at such other

times as the Indenture Trustee may request in writing, within thirty (30) days

after receipt by the Issuer of any such request, a list of similar form and content

as of a date not more than ten (10) days prior to the time such list is

furnished; provided, however, that so long as the Indenture

Trustee is the Note Registrar, no such list shall be required to be furnished.




 




Section 7.02                            Preservation of Information; Communication to

Noteholders.




 




(a)           The Indenture Trustee shall preserve,

in as current a form as is reasonably practicable, the names and addresses of

the Noteholders contained in the most recent list furnished to the Indenture

Trustee as provided in Section 7.01 and the names and addresses of Noteholders

received by the Indenture Trustee in its capacity as Note Registrar and shall

otherwise comply with TIA §312(a). 

The Indenture Trustee may destroy any list furnished to it as provided

in such Section 7.01 upon receipt of a new list so furnished.




 




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(b)           Noteholders may communicate pursuant

to TIA §312(b) with other Noteholders with respect to their rights under

this Indenture or under the Notes.




 




(c)           The Issuer, the Indenture Trustee and

the Note Registrar shall have the protection of TIA §312(c).




 




Section 7.03                            Reports by Issuer.




 




(a)           The Issuer shall:




 




(i)            file with the Indenture Trustee, within fifteen (15) days

after the Issuer is required (if at all) 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) that the Issuer may

be required to file with the Commission pursuant to Section 13

or 15(d) of the Exchange Act;




 




(ii)           file with the Indenture Trustee 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;




 




(iii)          supply to the Indenture Trustee (and the Indenture Trustee

shall transmit by mail to all Noteholders described in TIA §313(c) and the

Swap Counterparties) such summaries of any information, documents and reports

required to be filed by the Issuer pursuant to clauses (i) and (ii) of this subsection 7.03(a) and by rules and regulations prescribed from

time to time by the Commission.




 




(b)           Unless the Issuer otherwise

determines, the fiscal year of the Issuer shall end on March 31 of each

year.




 




Section 7.04                            Reports by Indenture Trustee.




 




(a)           If required by TIA §313(a),

within sixty (60) days after January 31 beginning with January 31,

2003, the Indenture Trustee shall mail to each Noteholder as required by

TIA §313(c) and each Swap Counterparty a brief report dated as of such

date that complies with TIA §313(a). 

The Indenture Trustee also shall comply with TIA §313(b).




 




A

copy of each report at the time of its mailing to Noteholders and each Swap

Counterparty shall be filed by the Issuer, or the Trust Depositor on the

Issuer’s behalf, with the Commission and each stock exchange, if any, on which

the Notes are listed.  The Issuer shall

notify the Indenture Trustee in writing if and when the Notes are listed on any

stock exchange.




 




The

Indenture Trustee shall mail to each Noteholder within a reasonable period of

time after the end of each calendar year, but in no event later than

February 28, commencing in February, 2003, a Form 1099 under the Code

with respect to amounts paid to such Noteholder with respect to the Notes

during the immediately preceding calendar year ending December 31.




 




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(b)           The Indenture Trustee shall forward

by mail to each Noteholder and the Swap Counterparties the statements delivered

to it pursuant to Article IX of

the Transfer and Servicing Agreement except for the Monthly Report.  The Indenture Trustee may make available to

the Noteholders, the Swap Counterparties and to the parties to the Transaction

Documents and the Rating Agencies, via the Indenture Trustee’s Internet

website, each Monthly Report and, with the consent or at the direction of the

Trust Depositor, such other information regarding the Notes and/or the Loans as

the Indenture Trustee may have in its possession, but only with the use of a

password provided by the Indenture Trustee or its agent to such Person upon

receipt by the Indenture Trustee from such Person of a certification in the

form of Exhibit I; provided,

however,

that the Indenture Trustee or its agent shall provide such password to the Swap

Counterparties and to the parties to the Transaction Documents and the Rating

Agencies without requiring such certification.




 




The Indenture Trustee’s

Internet website shall be initially located at “www.ABSNet.net” or at such

other address as shall be specified by the Indenture Trustee from time to time

in writing to the Noteholders and the Swap Counterparties, the parties to the

Transaction Documents and the Rating Agencies. 

In connection with providing access to the Indenture Trustee’s Internet

website, the Indenture Trustee may (other than with respect to the Swap

Counterparties and the parties to the Transaction Documents and the Rating

Agencies) require registration and the acceptance of a disclaimer.  The Indenture Trustee shall not be liable

for the dissemination of information in accordance with this Agreement.




 




ARTICLE VIII




 




ACCOUNTS,

DISBURSEMENTS AND RELEASES




 




Section 8.01                            Collection of Money.




 




Except

as otherwise expressly provided herein, the Indenture Trustee may demand

payment or delivery of, and shall receive and collect, directly and without

intervention or assistance of any fiscal agent or other intermediary, all money

and other property payable to or receivable by the Indenture Trustee pursuant

to this Indenture and the Transfer and Servicing Agreement.  The Indenture Trustee shall apply all such

money received by it as provided in this Indenture.  Except as otherwise expressly provided in this Indenture, if any

default occurs in the making of any payment or performance under any agreement

or instrument that is part of the Indenture Collateral, the Indenture Trustee

may take such action as may be appropriate to enforce such payment or

performance, including the institution and prosecution of appropriate

Proceedings.  Any such action shall be

without prejudice to any right to claim a Default or Event of Default under

this Indenture and any right to proceed thereafter as provided in Article V.




 




Section 8.02                            Trust Accounts.




 




(a)           On or prior to the Closing Date, the

Issuer shall cause the Servicer to establish and maintain, with the Indenture

Trustee and in the name of the Indenture Trustee, for the benefit of the

Noteholders, the Swap Counterparties, and the Certificateholders, the Trust

Accounts as provided in Section 7.01 of the Transfer and Servicing Agreement.




 




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(b)           On or before each Payment Date, all

amounts required to be disbursed to the Indenture Trustee with respect to the

preceding Collection Period pursuant to Section 7.01 of the Transfer and Servicing Agreement will be

transferred from the Collection Account and/or the Reserve Fund and deposited

by the Indenture Trustee upon receipt to the Note Distribution Account.




 




(c)           On each Determination Date prior to

the occurrence of an Event of Default, an Accelerated Amortization Event or the

occurrence and continuance of a Class A Trigger or Class B Trigger,

the Servicer shall instruct the Indenture Trustee in writing to withdraw, and

on the related Payment Date the Indenture Trustee shall withdraw, from the

Interest Collection Account and the Reserve Fund all amounts (to the extent

there are sufficient funds available) to make payments as provided in subsection 7.05(a) of the Transfer and Servicing Agreement.




 




(d)           On each Determination Date after the

occurrence and continuance of an Event of Default, an Accelerated Amortization

Event or the occurrence and continuance of a Class A Trigger or

Class B Trigger, the Servicer shall instruct the Indenture Trustee in

writing to withdraw, and on the related Payment Date the Indenture Trustee

shall withdraw, from the Interest Collection Account and the Reserve Fund all

amounts (to the extent there are sufficient funds available) to make payments

as provided in Section 7.05(b) of the Transfer and Servicing Agreement.




 




(e)           On each Determination Date, the

Servicer shall instruct the Indenture Trustee in writing to withdraw, and on

the related Payment Date the Indenture Trustee shall withdraw, from the

Principal Collection Account all amounts (to the extent there are sufficient

funds available) to make payments as provided in subsection 7.05(c) of the Transfer and Servicing Agreement.




 




(f)            If on any Payment Date, the

aggregate amounts on deposit in the Collection Account and the Reserve Fund are

greater than or equal to the sum of (i) the Aggregate Outstanding

Principal Balance, (ii) the interest accrued thereon, (iii) any

accrued and unpaid Servicing Fee, (iv) unreimbursed Servicer Advances,

(v) amounts owed to the Indenture Trustee, the Backup Servicer and the Owner

Trustee, and (vi) amounts owed to the Swap Counterparties, including Swap

Breakage Costs, the amounts on deposit in the Reserve Fund will be deposited in

the Collection Account and used to redeem the Notes in full.  The redemption price will be equal to the

unpaid principal amount of the Notes plus accrued and unpaid interest through

the date of redemption.  It shall be a

condition to such redemption that all Swap Transactions then outstanding under

all Swaps then in effect be terminated and all amounts payable upon such termination

to the Swap Counterparties have been paid in full.




 




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Section 8.03                            General Provisions Regarding Accounts.




 




(a)           So long as no Default or Event of

Default shall have occurred and be continuing, all or a portion of the funds in

the Trust Accounts (other than any Swap Collateral accounts) shall be invested

in accordance with the provisions of Section 7.03 of the Transfer and Servicing Agreement.  Except as otherwise provided in Section 7.03 of the Transfer and Servicing Agreement, all income or other gain from

investments of moneys deposited in such Trust Accounts shall be deposited by

the Indenture Trustee in the Collection Account, and any loss resulting from

such investments shall be charged to the related Trust Account.  The Issuer will not direct the Indenture

Trustee or permit the Servicer to make any investment of any funds or to sell

any investment held in any of the Trust Accounts unless the security interest

granted and perfected in such account will continue to be perfected in such

investment or the proceeds of such sale, in either case without any further

action by any Person, and, in connection with any direction to the Indenture

Trustee to make any such investment or sale, if requested by the Indenture

Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of

Counsel, acceptable to the Indenture Trustee, to such effect.




 




(b)           Subject to subsection 6.01(c), the Indenture Trustee shall not in any way be

held liable by reason of any insufficiency in any of the Trust Accounts

resulting from any loss on any Eligible Investment included therein except for

losses attributable to the Indenture Trustee’s failure to make payments on such

Eligible Investments issued by the Indenture Trustee, in its commercial

capacity as principal obligor and not as Indenture Trustee, in accordance with

their terms.




 




(c)           If (i) the Issuer or the

Servicer shall have failed to give written investment directions for any funds

on deposit in the Trust Accounts to the Indenture Trustee by 11:00 a.m.,

New York City time (or such other time as may be agreed by the Issuer or the

Servicer and Indenture Trustee), on any Business Day or (ii) a Default or

Event of Default shall have occurred and be continuing with respect to the

Notes but the Notes shall not have been declared due and payable pursuant to Section 5.02 or (iii) if such Notes shall have been declared due and payable

following an Event of Default, but amounts collected or receivable from the

Indenture Collateral are being applied in accordance with Section 5.06 as if there had not been such a declaration, then the Indenture Trustee

shall invest funds in the Trust Accounts in investments meeting the

requirements of clause (vi) of the definition of Eligible Investment in the

Transfer and Servicing Agreement and shall promptly notify the Issuer.  The Indenture Trustee shall have no

responsibility for losses on investments made in accordance with this subsection 8.03(c), and all income and losses shall be for the account

of the related Trust Account.




 




Section 8.04                            Release of Indenture Collateral.




 




(a)           Subject to the payment of its fees

and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by

the provisions of this Indenture or the Transfer and Servicing Agreement shall,

execute instruments to release property from the lien of this Indenture, or

convey the Indenture Trustee’s interest in the same, in a manner and under

circumstances that are not inconsistent with the provisions of this Indenture.  No party relying upon an instrument executed

by the Indenture Trustee as provided in this Article shall be bound




 




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to ascertain the Indenture

Trustee’s authority, inquire into the satisfaction of any conditions precedent

or see to the application of any moneys.




 




(b)           The Indenture Trustee shall, at such

time as (i) there are no Notes Outstanding, (ii) all outstanding Swap

Transactions under all Swaps then in effect have been terminated and all payments

payable to the Swap Counterparties in connection with such termination have

been paid in full, and (iii) all sums due the Indenture Trustee pursuant

to Section 6.07 have been paid, release any remaining portion of

the Indenture Collateral that secured the Notes from the lien of this Indenture

without representation, warranty or recourse and release to the Issuer or any

other Person entitled thereto any funds then on deposit in the Trust

Accounts.  The Indenture Trustee shall

release property from the lien of this Indenture pursuant to this subsection 8.04(b) only upon receipt of an Issuer Request

accompanied by an Officer’s Certificate, an Opinion of Counsel and (if required

by the TIA as so stated in the Opinion of Counsel) Independent Certificates in

accordance with TIA §§314(c) and 314(d)(1) and in each case meeting the

applicable requirements of Section 11.01.




 




Section 8.05                            Opinion of Counsel.




 




The

Indenture Trustee shall receive at least seven (7) days prior written notice

(or such lesser number of days as the Indenture Trustee may agree) when

requested by the Issuer to take any action pursuant to subsection 8.04(a), accompanied by copies of any instruments

involved, and the Indenture Trustee shall also require, as a condition to such

action, an Opinion of Counsel, in form and substance satisfactory to the

Indenture Trustee, stating the legal effect of any such action, outlining the

steps required to complete the same, and concluding that all conditions

precedent to the taking of such action have been complied with and such action

will not materially and adversely impair the security for the Notes or the

Swaps or the rights of the Noteholders or the Swap Counterparties in

contravention of the provisions of this Indenture; provided, that,

notwithstanding the foregoing, no Opinion of Counsel shall be required

hereunder (i) to release the lien of this Indenture on any Collateral

related to a Loan that has been repaid in full (including a repayment in full

at less than the full principal amount, if permitted under subsection 5.05(b)), (ii) to release the lien of this

Indenture on any Collateral the interest of the Trust in which is created by a

subordinated lien in connection with the foreclosure of a senior lien that is a

Permitted Lien or (iii) to release the lien of this Indenture on any

Collateral the interest of the Trust in which is created by a senior lien (not

subject to a subordination agreement) if the value of such Collateral being

released is less than 25% of the total value of the Collateral as of the date

such Collateral became subject to the lien of this Indenture; provided,

further,

that,

such Opinion of Counsel shall not be required to express an opinion as to the

fair value of the Indenture Collateral. 

Counsel rendering any such opinion may rely, without independent

investigation, on the accuracy and validity of any certificate or other

instrument delivered to the Indenture Trustee in connection with any such

action.




 




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ARTICLE IX




 




SUPPLEMENTAL

INDENTURES




 




Section 9.01                            Supplemental Indentures Without Consent of

Noteholders.




 




Without

the consent of the Holders of any Notes and with prior notice to each Rating

Agency, the Issuer and the Indenture Trustee, when authorized by an Issuer

Order may enter into one or more indentures supplemental hereto (which shall

conform to the provisions of the TIA as in force at the date of the execution

thereof), in form satisfactory to the Indenture Trustee, for any of the

following purposes:




 




(i)            to correct or amplify the description of any property at

any time subject to the lien of this Indenture, or better to assure, convey and

confirm unto the Indenture Trustee any property subject or required to be

subjected to the lien created by this Indenture, or to subject to the lien

created by this Indenture additional property;




 




(ii)           to evidence the succession, in compliance with the

applicable provisions hereof, of another Person to the Issuer, and the

assumption by any such successor of the covenants of the Issuer herein and in

the Notes contained;




 




(iii)          to add to the covenants of the Issuer, for the benefit of

the Holders of the Notes, or to surrender any right or power herein conferred

upon the Issuer;




 




(iv)          to convey, transfer, assign, mortgage or pledge any property

to or with the Indenture Trustee;




 




(v)           to cure any ambiguity, to correct or supplement any provision herein or

in any supplemental indenture that may be inconsistent with any other provision

herein or in any supplemental indenture or the Transaction Documents or to make

any other provisions with respect to matters or questions arising under this

Indenture or in any supplemental indenture;




 




(vi)          to evidence and provide for the acceptance of the

appointment hereunder by a successor Indenture Trustee with respect to the

Notes and to add to or change any of the provisions of this Indenture as shall

be necessary to facilitate the administration of the trusts hereunder by more

than one Indenture Trustee, pursuant to the requirements of Article VI; and




 




(vii)         to modify, eliminate or add to the provisions of this

Indenture to such extent as shall be necessary to effect the qualification of

this Indenture under the TIA or under any similar federal statute hereafter

enacted and to add to this Indenture such other provisions as may be expressly

required by the TIA.




 




The

Indenture Trustee is hereby authorized to join in the execution of any such

supplemental indenture and to make any further appropriate agreements and

stipulations that may be therein contained. 

Any amendment or supplemental indenture entered into pursuant to this Section 9.01 shall not adversely affect the interests of the Holders of the Notes in

any




 




66





























 




material respect, as evidenced by an Opinion of Counsel delivered to the

Indenture Trustee.  The consent of each

Swap Counterparty will be required unless the Trust obtains an opinion of

counsel stating that the amendment does not adversely affect in any material respect

the interests of the Swap Counterparties.




 




Section 9.02                            Supplemental Indentures With Consent of

Noteholders.




 




The

Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may,

with prior notice to each Rating Agency, and with the consent of the Required

Holders and each Swap Counterparty, by Act of such Holders delivered to the

Issuer and the Indenture Trustee, enter into an indenture or indentures

supplemental hereto for the purpose of adding any provisions to, or changing in

any manner or eliminating any of the provisions of, this Indenture or of

modifying in any manner the rights of the Holders of the Notes under this

Indenture; provided, however, that, no such

supplemental indenture shall, without the consent of the Holder of each

Outstanding Note and each Swap Counterparty:




 




(i)            reduce the amount or extend the time of payment of any

amount owing or payable under any Note;




 




(ii)           increase or reduce the interest payable on any Note;




 




(iii)          alter or modify the provisions of the Transfer and

Servicing Agreement with respect to the order of priorities in which

Collections on the Loans shall be paid to Noteholders or with respect to the

amount or timing of payments on the Notes;




 




(iv)          reduce, modify or amend any indemnities in favor of any

Noteholder or in favor of or to be paid by the Trust Depositor, or alter the

definition of the parties that are indemnified hereunder to exclude any

Noteholder;




 




(v)           make any interest or principal payable in a currency other

than U.S. dollars;




 




(vi)          permit the creation of any Lien on the Loans senior to or

on a parity with the lien of the Indenture or permit the termination or

derogation of the lien of the Indenture;




 




(vii)         modify, amend or supplement the provisions of the Transfer

and Servicing Agreement relating to amendments, waivers and supplements to the

Indenture, the Transfer and Servicing Agreement or any other document; or




 




(viii)        modify the percentage of Noteholders required to make any

modification of the Indenture or to direct the Indenture Trustee to sell or

liquidate the Loans;




 




provided, that, only the consent of the Holder

of each Outstanding Note affected thereby shall be required for any decrease in

an amount of or the rate of interest payable on the Note or any extension for

the time of payment of any amount payable under the Note or any reduction,

modification or amendment of any indemnities in favor of such Noteholder or in

favor of or to be paid by the Trust Depositor, or the alteration of the

definition of “indemnified parties” to exclude




 




67





























 




such Noteholder; provided, further,

that,

Section 3.27 of this Indenture shall not be amended without

the consent of each Swap Counterparty.




 




Neither

the Issuer, the Indenture Trustee nor any of their respective affiliates shall,

directly or indirectly, pay or cause to be paid any consideration, whether by

way of interest, fee or otherwise, to any Note Owner for or as an inducement to

any consent, waiver or amendment of any of the terms or provisions of this

Indenture, the Transfer and Servicing Agreement or the Notes unless such

consideration is offered to be paid to all Note Owners that so consent, waive

or agree to amend in the time frame set forth in solicitation documents

relating to such consent, waiver or agreement.




 




It

shall not be necessary for any Act of Noteholders, as herein defined, under

this Section to approve the particular form of any proposed supplemental

indenture, but it shall be sufficient if such Act shall approve the substance

thereof.




 




Promptly

after the execution by the parties hereto of any supplemental indenture

pursuant to this Section 9.02, the Indenture Trustee shall mail to the Swap

Counterparties and to the Holders of the Notes to which such amendment or

supplemental indenture relates a notice setting forth in general terms the

substance of such supplemental indenture. 

Any failure of the Indenture Trustee to mail such notice, or any defect

therein, shall not, however, in any way impair or affect the validity of any

such supplemental indenture.




 




Section 9.03                            Execution of Supplemental Indentures.




 




In

executing, or permitting the additional trusts created by, any supplemental

indenture permitted by this Article or the modifications thereby of the trusts

created by this Indenture, the Indenture Trustee shall be entitled to receive,

and subject to Sections 6.01 and 6.02 shall be fully protected in relying upon, an

Opinion of Counsel stating that the execution of such supplemental indenture is

authorized or permitted by this Indenture, that all conditions precedent to the

execution of such supplemental indenture have been met and that such actions

shall not adversely affect the interests of the Holders of the Notes in any

material respect.  The Indenture Trustee

may, but shall not be obligated to, enter into any such supplemental indenture

that affects the Indenture Trustee’s own rights, duties, liabilities or

immunities under this Indenture or otherwise.




 




Section 9.04                            Effect of Supplemental Indenture.




 




Upon

the execution of any supplemental indenture pursuant to the provisions hereof,

this Indenture shall be and be deemed to be modified and amended in accordance

therewith with respect to the Notes affected thereby, and the respective

rights, limitations of rights, obligations, duties, liabilities and immunities

under this Indenture of the parties hereto and the Holders of the Notes shall

thereafter be determined, exercised and enforced hereunder subject in all

respects to such modifications and amendments, and all of the terms and

conditions of any such supplemental indenture shall be and be deemed to be part

of the terms and conditions of this Indenture for any and all purposes.




 




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Section 9.05                            [Reserved].




 




Section 9.06                            Reference in Notes to Supplemental Indentures.




 




Notes

authenticated and delivered after the execution of any supplemental indenture

pursuant to this Article may, and if required by the Indenture Trustee shall,

bear a notation in form approved by the Indenture Trustee as to any matter

provided for in such supplemental indenture. 

If the Issuer or the Indenture Trustee shall so determine, new notes so

modified as to conform, in the opinion of the Indenture Trustee and the Issuer,

to any such supplemental indenture may be prepared and executed by the Issuer

and authenticated and delivered by the Indenture Trustee in exchange for

Outstanding Notes.




 




Section 9.07                            Special Supplemental Agreement.




 




If

any party to this Indenture is unable to sign any amendment or a supplement due

to its dissolution, winding up or comparable circumstances, then the consent of

the Required Holders shall be sufficient to amend this Agreement without such

party’s consent.




 




ARTICLE X




 




REDEMPTION

OF NOTES




 




Section 10.01                     Redemption.




 




(a)           In the event that the assets of the

Trust are sold pursuant to Section 9.02 of the Trust Agreement or subsection 5.03(b) of this Indenture, the proceeds of such sale

shall be distributed as provided in Section 5.06.  If

amounts are to be paid to Noteholders pursuant to this subsection 10.01(a), the Servicer or the Issuer shall, to the extent practicable, furnish

written notice of such event to the Indenture Trustee and each Swap

Counterparty not later than twenty (20) days prior to the Redemption Date

whereupon all such amounts shall be payable on the Redemption Date.  It shall be a condition to any such

redemption that all Swap Transactions outstanding under all Swaps then in

effect be terminated and all amounts, including Swap Breakage Costs, owed to

the Swap Counterparties shall be payable on the Redemption Date.




 




(b)           In the event that on any Payment

Date, the aggregate amounts on deposit in the Collection Account and the

Reserve Fund are greater than or equal to the sum of




 




(i)            the Aggregate Outstanding Principal Balance of the Notes;




 




(ii)           the interest accrued thereon;




 




(iii)          amounts owed to the Swap Counterparties, including Swap

Breakage Costs;




 




(iv)          any amounts owed to the Indenture Trustee, the Backup

Servicer and the Owner Trustee;




 




(v)           any accrued and unpaid Servicing Fee; and




 




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(vi)          unreimbursed Servicer Advances, the Notes shall be

redeemed in whole, but not in part, for a price equal to the Redemption Date

Amount.  The Redemption Date Amount

shall be paid from amounts on deposit in the Reserve Fund that will be

deposited by the Indenture Trustee into the Collection Account on the related

Redemption Date. If amounts are to be paid

to Noteholders pursuant to this subsection 10.01(b), the Servicer or the Issuer shall, to the extent

practicable, furnish written notice of such event to the Indenture Trustee and

to the Swap Counterparties not later than twenty (20) days prior to the

Redemption Date whereupon all such amounts shall be payable on the Redemption

Date.  It shall be a condition to such

redemption that all Swap Transactions then outstanding under all Swaps then in

effect be terminated and all amounts payable upon such termination to the Swap

Counterparties be paid in full.




 




Section 10.02                     Form of Redemption Notice.




 




Notice

of redemption under Section 10.01 shall be given by the Indenture Trustee by

first–class mail, postage prepaid, mailed not less than five (5) days prior to

the applicable Redemption Date to each Holder of Notes, as of the close of

business on the Record Date preceding the applicable Redemption Date, at such

Holder’s address appearing in the Note Register.




 




All

notices of redemption shall state:




 




(i)            the Redemption Date;




 




(ii)           the Redemption Date Amount; and




 




(iii)          the place where such Notes are to be surrendered for

payment of the Redemption Date Amount (which shall be the office or agency of

the Issuer to be maintained as provided in Section 3.02).




 




Notice

of redemption of the Notes shall be given by the Indenture Trustee in the name

and at the expense of the Issuer. 

Failure to give notice of redemption, or any defect therein, to any

Holder of any Note shall not impair or affect the validity of the redemption of

any other Note.




 




Section 10.03                     Notes Payable on Redemption Date.




 




The

Notes to be redeemed shall, following notice of redemption (if any) as required

by Section 10.02, on the Redemption Date become due and payable

at the Redemption Date Amount and (unless the Issuer shall default in the

payment of the Redemption Date Amount) no interest shall accrue on the

Redemption Date Amount for any period after the date to which accrued interest

is calculated for purposes of calculating the Redemption Date Amount.




 




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ARTICLE XI




 




MISCELLANEOUS




 




Section 11.01                     Compliance Certificates and Opinions, etc.




 




(a)           Upon any application or request by

the Issuer to the Indenture Trustee to take any action under any provision of

this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an

Officer’s Certificate stating that all conditions precedent, if any, provided

for in this Indenture relating to the proposed action have been complied with,

(ii) an Opinion of Counsel stating that in the opinion of such counsel all

such conditions precedent, if any, have been complied with, and (iii) (if

required by the TIA as so stated in the Opinion of Counsel) an Independent

Certificate from a firm of certified public accountants meeting the applicable

requirements of this Section and TIA §§314(c) and 314(d)(1), except that,

in the case of any such application or request as to which the furnishing of

such documents is specifically required by any provision of this Indenture, no

additional certificate or opinion need be furnished.




 




Every

certificate or opinion with respect to compliance with a condition or covenant

provided for in this Indenture shall include:




 




(i)            a statement that each signatory of such certificate or

opinion has read or has caused to be read such covenant or condition and the

definitions herein relating thereto;




 




(ii)           a brief statement as to the nature and scope of the

examination or investigation upon which the statements or opinions contained in

such certificate or opinion are based;




 




(iii)          a statement that, in the opinion of each such signatory,

such signatory has made such examination or investigation as is necessary to

enable such signatory to express an informed opinion as to whether or not such

covenant or condition has been complied with; and




 




(iv)          a statement as to whether, in the opinion of each such

signatory, such condition or covenant has been complied with.




 




(b)           (i)            Prior

to the deposit of any Indenture Collateral or other property or securities with

the Indenture Trustee that is to be made the basis for authentication and

delivery of the Notes or the release of any property subject to the lien

created by this Indenture, the Issuer shall, in addition to any obligation

imposed in subsection 11.01(a) or elsewhere in this Indenture, furnish to the

Indenture Trustee an Officer’s Certificate certifying or stating the opinion of

the signer thereof as to the fair value (within ninety (90) days of such

deposit) to the Issuer of the Indenture Collateral or other property or

securities to be so deposited.




 




(ii)           Whenever the Issuer is required to furnish to the

Indenture Trustee an Officer’s Certificate certifying or stating the opinion of

any signer thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Indenture Trustee




 




71





























 




an Independent Certificate as to the named matters, if

the fair value to the Issuer of the property to be so deposited and of all

other such property made the basis of any such withdrawal or release since the

commencement of the then current fiscal year of the Issuer, as set forth in the

certificates delivered pursuant to clause (i) above and this clause (ii), is 10% or more of the Outstanding Amount of the

Notes, but such a certificate need not be furnished with respect to any

property so deposited, if the fair value thereof to the Issuer as set forth in

the related Officer’s Certificate is less than $25,000 or less than one percent

of the then Outstanding Amount of the Notes.




 




(iii)          Other than with respect to any release described in clause (A) or (B) of subsection 11.01(b)(v), whenever any property or securities are to be

released from the lien created by this Indenture, the Issuer shall also furnish

to the Indenture Trustee an Officer’s Certificate certifying or stating the

opinion of each person signing such certificate as to the fair value (within

ninety (90) days of such release) of the property or securities proposed to be

released and stating that in the opinion of such person the proposed release

will not impair the security created by this Indenture in contravention of the

provisions hereof.




 




(iv)          Whenever the Issuer is required to furnish to the Indenture

Trustee an Officer’s Certificate certifying or stating the opinion of any

signer thereof as to the matters described in clause (iii) above, the Issuer shall also furnish to the

Indenture Trustee an Independent Certificate as to the same matters if the fair

value of the property or securities and of all other property or securities

(other than property described in clauses (A) or (B) of subsection 11.01(b)(v)) released from the lien created by this

Indenture since the commencement of the then current fiscal year, as set forth

in the certificates required by clause (iii) above and this clause (iv), equals 10% or more of the Outstanding Amount of

the Notes, but such a certificate need not be furnished in the case of any

release of property or securities if the fair value thereof as set forth in the

related Officer’s Certificate is less than $25,000 or less than one percent of

the then Outstanding Amount of the Notes.




 




(v)           Notwithstanding any other provision of this Section, the

Issuer may, without compliance with the other provisions of this Section,

(A) collect, liquidate, sell or otherwise dispose of the Loans as and to

the extent permitted or required by the Transaction Documents, or (B) make

cash payments out of the Trust Accounts as and to the extent permitted or

required by the Transaction Documents, so long as the Issuer shall deliver to

the Indenture Trustee every six (6) months, commencing February 1, 2003,

an Officer’s Certificate stating that all the dispositions of Indenture

Collateral described in clauses (A) or (B) that occurred during the preceding six (6)

calendar months were in the ordinary course of the Issuer’s business and that

the proceeds thereof were applied in accordance with the Transaction Documents.




 




Section 11.02                     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, any specified Person, it is not necessary that all such matters

be certified by, or covered by the opinion of, only one such Person, or that

they be so certified or covered by only




 




72





























 




one document, but one such Person may certify or give an opinion with respect

to some matters and one or more other such Person as to 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 an Authorized Officer of the Issuer may be based,

insofar as it relates to legal matters, upon a certificate or opinion of, or

representations by, counsel, unless such officer knows, or in the exercise of

reasonable care should know, that the certificate or opinion or representations

with respect to the matters upon which his certificate or opinion is based are

erroneous.  Any such certificate of an

Authorized Officer or Opinion of Counsel may be based, insofar as it relates to

factual matters, upon a certificate or opinion of, or representations by, an officer

or officers of the Servicer, the Originator or the Issuer, stating that the

information with respect to such factual matters is in the possession of the

Servicer, the Originator or the Issuer, unless such counsel knows, or in the

exercise of reasonable care should know, that the certificate or opinion or

representations with respect to such matters are erroneous.




 




Where

any Person is required to make, give or execute two (2) or more applications,

requests, consents, certificates, opinions or other instruments under this

Indenture, they may, but need not, be consolidated and form one instrument.




 




Whenever

in this Indenture, in connection with any application or certificate or report

to the Indenture Trustee, it is provided that the Issuer shall deliver any

document as a condition of the granting of such application, or as evidence of

the Issuer’s compliance with any term hereof, it is intended that the truth and

accuracy, at the time of the granting of such application or at the effective

date of such certificate or report (as the case may be), of the facts and

opinions stated in such document shall in such case be conditions precedent to

the right of the Issuer to have such application granted or to the sufficiency

of such certificate or report.  The foregoing

shall not, however, be construed to affect the Indenture Trustee’s right to

conclusively rely upon the truth and accuracy of any statement or opinion

contained in any such document as provided in Article VI.




 




Section 11.03                     Acts of Noteholders.




 




(a)           Any request, demand, authorization,

direction, notice, consent, waiver or other action provided by this Indenture

to be given or taken by the Noteholders may be embodied in and evidenced by one

or more instruments of substantially similar tenor signed by such Noteholders

in person or by agents duly appointed in writing; and except as herein

otherwise expressly provided such action shall become effective when such

instrument or instruments are delivered to the Indenture Trustee, and, where it

is hereby expressly required, to the Issuer. 

Such instrument or instruments (and the action embodied therein and

evidenced thereby) are herein sometimes referred to as the “Act” of

the Noteholders signing such instrument or instruments. Proof of execution of

any such instrument or of a writing appointing any such agent shall be

sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in

the manner provided in this Section.




 




(b)           The fact and date of the execution by

any person of any such instrument or writing may be proved in any manner that

the Indenture Trustee deems sufficient.




 




73





























 




(c)           The ownership of Notes shall be

proved by the Note Register.




 




(d)           Any request, demand, authorization,

direction, notice, consent, waiver or other action by the Holder of any Notes

shall bind the Holder of every Note issued upon the registration thereof or in

exchange therefor or in lieu thereof, in respect of anything done, omitted 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.




 




Section 11.04                     Notices.




 




All

notices, demands, certificates, requests and communications hereunder (“notices”)

shall be in writing and shall be effective (a) upon receipt when sent

through the U.S. mails, registered or certified mail, return receipt requested,

postage prepaid, with such receipt to be effective the date of delivery indicated

on the return receipt, or (b) one (1) Business Day after delivery to an

overnight courier, or (c) on the date personally delivered to, with

respect to the Indenture Trustee, a Responsible Officer or an Authorized

Officer of any other party to which sent, or (d) on the date transmitted

by legible telecopier transmission with a confirmation of receipt, in all cases

addressed to the recipient at the address specified in the Transfer and

Servicing Agreement for such recipient.




 




Each

party hereto may, by notice given in accordance herewith to each of the other

parties hereto, designate any further or different address to which subsequent

notices shall be sent.




 




Section 11.05                     Notices to Noteholders; Waiver.




 




Where

this Indenture provides for notice to Noteholders of any event, such notice

shall be sufficiently given (unless otherwise herein expressly provided) if in

writing and mailed, first–class, postage prepaid to each Noteholder affected by

such event, at his address as it appears on the Note Register, not later than

the latest date, and not earlier than the earliest date, prescribed for the

giving of such notice.  In any case

where notice to Noteholders is given by mail, neither the failure to mail such

notice nor any defect in any notice so mailed to any particular Noteholder

shall affect the sufficiency of such notice with respect to other Noteholders,

and any notice that is mailed in the manner herein provided shall conclusively

be presumed to have been duly given.




 




Where

this Indenture provides for notice in any manner, such notice may be waived in

writing by any Person entitled to receive such notice, either before or after

the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Noteholders shall be

filed with the Indenture Trustee but such filing shall not be a condition

precedent to the validity of any action taken in reliance upon such a waiver.




 




In

case, by reason of the suspension of regular mail service as a result of a

strike, work stoppage or similar activity, it shall be impractical to mail

notice of any event to Noteholders when such notice is required to be given

pursuant to any provision of this Indenture, then any manner of giving such

notice as shall be satisfactory to the Indenture Trustee shall be deemed to be

a sufficient giving of such notice.




 




74





























 




Where

this Indenture provides for notice to the Rating Agencies, failure to give such

notice shall not affect any other rights or obligations created hereunder, and

shall not under any circumstance constitute a Default or Event of Default.




 




Section 11.06                     Alternate Payment and Notice Provisions.




 




Notwithstanding

any provisions of this Indenture or any of the Notes to the contrary, the

Issuer may enter into any agreement, with the consent of any Paying Agent,

including the Indenture Trustee if acting as Paying Agent, and the consent of

the Indenture Trustee with any Holder of a Note providing for a method of

payment, or notice by the Indenture Trustee or any Paying Agent to such Holder,

that is different from the methods provided for in this Indenture for such

payments or notices.  The Issuer will

furnish to the Indenture Trustee a copy of each such agreement and the

Indenture Trustee will cause payments to be made and notices to be given in

accordance with such agreements.




 




Section 11.07                     Effect of Headings and Table of Contents.




 




The

Article and Section headings herein and the Table of Contents are for

convenience only and shall not affect the construction hereof.




 




Section 11.08                     Successors and Assigns.




 




All

covenants and agreements in this Indenture and the Notes by the Issuer shall

bind its successors and assigns, whether so expressed or not.  All agreements of the Indenture Trustee in

this Indenture shall bind its successors, co–Indenture Trustees and agents.




 




Section 11.09                     Separability.




 




In

case any provision in this Indenture or in the Notes shall be invalid, illegal

or unenforceable, the validity, legality and enforceability of the remaining

provisions shall not in any way be affected or impaired thereby.




 




Section 11.10                     Benefits of Indenture.




 




Nothing

in this Indenture or in the Notes, express or implied, shall give to any

Person, other than the parties hereto and their successors hereunder, and the

Noteholders, and any other party secured hereunder (including the Swap

Counterparties), and any other Person with an ownership interest in any part of

the Indenture Collateral, any benefit or any legal or equitable right, remedy

or claim under this Indenture.




 




Section 11.11                     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.




 




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Section 11.12                     Governing Law.




 




(a)           THIS INDENTURE SHALL BE CONSTRUED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS,

AND REMEDIES OF THE PARTIES UNDER THE AGREEMENT SHALL BE DETERMINED IN

ACCORDANCE WITH SUCH LAWS.




 




(b)           EACH PARTY HERETO HEREBY WAIVES, TO

THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A

TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT

OF, UNDER OR IN CONNECTION WITH THIS INDENTURE.  Each party hereto (i) certifies that no representative,

agent or attorney of any other party has represented, expressly or otherwise,

that such other party would not, in the event of litigation, seek to enforce

the foregoing waiver and (ii) acknowledges that it and the other parties

hereto have been induced to enter into this Indenture by, among other things,

the mutual waivers and certifications in this subsection 11.12(b).




 




Section 11.13                     Counterparts.




 




This

Indenture may be executed in several counterparts, each of which shall be an

original and all of which shall constitute but one and the same instrument.




 




Section 11.14                     Recording of Indenture.




 




If

this Indenture is subject to recording in any appropriate public recording

offices, such recording is to be effected by the Issuer and at its expense

accompanied by an Opinion of Counsel (which may be counsel to the Indenture

Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to

the effect that such recording is necessary either for the protection of the

Noteholders or any other Person secured hereunder or for the enforcement of any

right or remedy granted to the Indenture Trustee under this Indenture.




 




Section 11.15                     Trust Obligation.




 




No

recourse may be taken, directly or indirectly, with respect to the obligations

of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under

the Indenture or any certificate or other writing delivered in connection

herewith or therewith, against (i) the Indenture Trustee or the Owner

Trustee in its individual capacity, (ii) any owner of a beneficial

interest in the Issuer or (iii) any partner, owner, beneficiary, agent,

officer, director, employee or agent of the Indenture Trustee or the Owner

Trustee in its individual capacity, any holder of a beneficial interest in the

Issuer, the Owner Trustee or the Indenture Trustee or of any successor or

assign of the Indenture Trustee or the Owner Trustee in its individual

capacity, except as any such Person may have expressly agreed (it being

understood that the Indenture Trustee and the Owner Trustee have no such

obligations in their individual capacity) and except that any such partner,

owner or beneficiary shall be fully liable, to the extent provided by

applicable law, for any unpaid consideration for stock, unpaid capital

contribution or failure to pay any installment or call owing to such

entity.  For all purposes of this

Indenture, in the performance of any duties or obligations of the Issuer

hereunder, the Owner Trustee shall be subject to, and entitled to the benefits

of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.




 




76





























 




Wachovia

Trust Company, National Association acts solely as Owner Trustee of the Trust

hereunder and not in its individual capacity, and all Persons having any claim

against the Trust by reason of the transactions contemplated by this Agreement

or any other Transaction Document shall look only to the Trust Estate for

payment or satisfaction thereof.  The

Owner Trustee shall at no time have any responsibility or liability for or with

respect to the legality, validity and enforceability of any Loan, or the

perfection and priority of any security interest created by any Loan in any

Indenture Collateral or the maintenance of any such perfection and priority, or

for or with respect to the sufficiency of the Trust Estate or its ability to

generate the payments to be distributed to the Noteholders hereunder,

including, without limitation, the existence, condition and ownership of any

Indenture Collateral; the existence and enforceability of any insurance

thereon; the existence and contents of any Loan on any computer or other record

thereof; the validity of the assignment of any Loan to the Trust or of any

intervening assignment; the completeness of any Loan; the performance or

enforcement of any Loan; the compliance by the Issuer, the Trust Depositor or

the Servicer with any covenant, agreement or other obligation or any warranty

or representation made under any Transaction Document or in any related document

or the accuracy of any such warranty or representation; or any action of the

Administrator, the Indenture Trustee or the Servicer or any subservicer taken

in the name of the Owner Trustee or the Trust.




 




Section 11.16                     No Petition.




 




Each of the parties

hereto covenants and agrees that, prior to the date that is one (1) year and

one (1) day after the payment in full of each Class of Notes rated by any

Rating Agency, it will not institute against the Originator or the Issuer or

join any other Person in instituting against the Originator or the Issuer any

bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings

or other similar proceedings under the laws of the United States or any state

of the United States; provided, however, that nothing

herein shall prohibit the Indenture Trustee from filing proofs of claim or

otherwise participating in any such proceedings instituted by any other

Person.  This Section 11.16

will survive the termination of this Indenture.




 




Section 11.17                     Inspection.




 




The

Issuer agrees that, on reasonable prior notice, it will permit any

representative of the Indenture Trustee or the Backup Servicer during the

Issuer’s normal business hours, to examine all the books of account, records,

reports and other papers of the Issuer, to make copies and extracts therefrom,

to cause such books to be audited by independent certified public accountants,

and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s

officers, employees and independent certified public accountants, all at such

reasonable times and as often as may be reasonably requested. The Indenture

Trustee shall and shall cause its representatives to hold in confidence all

such information except to the extent disclosure may be required by law (and all

reasonable applications for confidential treatment are unavailing) and except

to the extent that the Indenture Trustee or the Backup Servicer may reasonably

determine that such disclosure is consistent with its obligations hereunder.  Notwithstanding anything herein to the

contrary, the foregoing shall not be construed to prohibit (i) disclosure

of any and all information that is or becomes publicly known through no fault

of the Indenture Trustee or the Backup Servicer, or information obtained by the

Indenture Trustee or the Backup Servicer from sources other than the Issuer,

(ii) disclosure of any and all information (A) if required to do so

by any




 




77





























 




applicable statute, law, rule or regulation, (B) to any government

agency or regulatory body having or claiming authority to regulate or oversee

any aspects of the Indenture Trustee’s business or the Backup Servicer or that

of its affiliates, (C) pursuant to any subpoena, civil investigative

demand or similar demand or request of any court, regulatory authority,

arbitrator or arbitration to which the Indenture Trustee, the Backup Servicer

or an affiliate or an officer, director, employer or shareholder thereof is a

party, (D) in any preliminary or final offering circular, registration

statement or contract or other document pertaining to the transactions

contemplated herein approved in advance by the Issuer or (E) to any

affiliate, independent or internal auditor, agent, employee or attorney of the

Indenture Trustee or the Backup Servicer having a need to know the same; provided,  that,

the Indenture Trustee or the Backup Servicer advises such recipient of the

confidential nature of the information being disclosed, or (iii) any other

disclosure authorized by the Issuer.




 




Section 11.18                     [Reserved].




 




Section 11.19                     Communication by Note Owners With Other Note

Owners.




 




Note

Owners may communicate with other Note Owners with respect to their rights

under this Indenture or the Notes pursuant to Section 312(b) of the TIA.  Every Note Owner, by receiving and holding

the same, agrees with the Issuer and the Indenture Trustee that none of the

Issuer and the Indenture Trustee nor any agent of the Issuer and the Indenture

Trustee shall be deemed to be in violation of any existing law, or any law

hereafter enacted which does not specifically refer to Section 312 of the

TIA, by reason of the disclosure of any such information as to the names and

addresses of the Note Owners in accordance with Section 312 of the TIA, regardless

of the source from which such information was derived, and that the Indenture

Trustee shall not be held accountable by reason of mailing any material

pursuant to a request made under Section 312(b) of the TIA.




 




The

provisions of TIA §§310 through 317 that impose duties on any person

(including the provisions automatically deemed included herein unless expressly

excluded by this Indenture) are a part of and govern this Indenture, whether or

not physically contained herein.




 




Section 11.20                     Disclaimer and Subordination.




 




Each

Noteholder by accepting a Note and each Swap Counterparty by accepting the

benefits of this Indenture acknowledges and agrees that this Indenture and the

Notes represent a debt obligation of the Issuer only and do not represent an

interest in any assets (other than the Indenture Collateral) of the Trust

Depositor (including by virtue of any deficiency claim in respect of

obligations not paid or otherwise satisfied from the Indenture Collateral and

proceeds thereof).  In furtherance of

and not in derogation of the foregoing, each Noteholder by accepting a Note and

each Swap Counterparty by accepting the benefits of this Indenture acknowledges

and agrees that it shall have no right, title and interest in or to any assets

(or interests therein) (other than the Indenture Collateral) conveyed or

purported to be conveyed by the Trust Depositor to another securitization trust

(i.e., other than the Issuer) or other Person or Persons in connection

therewith (whether by way of sale, capital contribution or by virtue of the

granting of a lien) (“Other Assets”).  To

the extent that, notwithstanding the agreements and provisions contained in the

preceding sentences of this Section 11.20, any Noteholder or Swap Counterparty




 




78





























 




either (i) asserts an interest in or claim to, or benefit from,

Other Assets, whether asserted against or through the Trust Depositor or any

other Person owned by the Trust Depositor, or (ii) is deemed to have any

such interest, claim or benefit in or from Other Assets, whether by operation

of law, legal process, pursuant to applicable provisions of any applicable

insolvency laws or otherwise (including without limitation by virtue of Section

1111(b) of the federal Bankruptcy Code or any successor provision having

similar effect under the Bankruptcy Code), and whether deemed asserted against

or through the Trust Depositor or any other Person owned by the Trust

Depositor, then each Noteholder by accepting a Note and each Swap Counterparty

by accepting the benefits of this Indenture further acknowledges and agrees

that any such interest, claim or benefit in or from Other Assets is and shall

be expressly subordinated to the indefeasible payment in full of all

obligations and liabilities of the Trust Depositor which, under the terms of

the relevant documents relating to the securitization of such Other Assets, are

entitled to be paid from, entitled to the benefits of, or otherwise secured by

such Other Assets (whether or not any such entitlement or security interest is

legally perfected or otherwise entitled to a priority of distribution or

application under applicable law, including any applicable insolvency laws, and

whether asserted against the Trust Depositor or any other Person owned by the Trust

Depositor), including, without limitation, the payment of post–petition

interest on such other obligations and liabilities.  This subordination agreement shall be deemed a subordination

agreement within the meaning of Section 510(a) of the Bankruptcy Code.  Nothing in this Section 11.20 shall in any way affect the rights of any Swap Counterparty against the

Swap Guarantor as provided in the Swap Guaranty.




 




[Remainder of Page

Intentionally Left Blank]




 




79





























 




IN WITNESS WHEREOF, the parties hereto have caused this Indenture

to be duly executed and delivered as of the day and year first above written.




 




	

   


  	

  ACAS BUSINESS LOAN TRUST 2002–2


  
	

   


  	

   


  
	

   


  	

  By:


  	

  WACHOVIA TRUST COMPANY,


  NATIONAL ASSOCIATION, not in its individual capacity but solely on behalf of

  the Issuer as Owner Trustee under the Trust Agreement


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  WELLS FARGO BANK

  MINNESOTA,


  NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
						





 




S-1





























 




	

  STATE OF NORTH CAROLINA


  	

  )


  
	

   


  	

  ) ss


  
	

  COUNTY OF MECKLENBURG


  	

  )


  





 




	

  On August      ,

  2002, before me,


  	

   


  	

   


  
	

   


  	

  {Here insert name and title of

  notary}


  	

   


  
	

   


  
	

  personally appeared


  	

   


  	

   


  
					





 




{  }                              personally known to me, or




 




{  }                              proved

to me on the basis of satisfactory evidence to be the person(s) whose name(s)

is/are subscribed to the within instrument,




 




and acknowledged to me that he/she/they

executed the same in his/her/their authorized capacity(ties), and that by

his/her/their signature(s) on the instrument the person(s), or the entity upon

behalf of which such person(s) acted, executed the instrument.




 




WITNESS my hand and official seal.




 




 




	

  Signature


  	

   


  	

  {Seal}


  	

   


  





 





























 




	

  STATE OF


  	

  )


  
	

   


  	

  ) ss


  
	

  COUNTY OF


  	

  )


  





 




	

  On August      ,

  2002, before me,


  	

   


  	

   


  
	

   


  	

  {Here insert name and title of

  notary}


  	

   


  
	

   


  
	

  personally appeared


  	

   


  	

   


  
					





 




{  }                              personally known to me, or




 




{  }                              proved

to me on the basis of satisfactory evidence to be the person(s) whose name(s)

is/are subscribed to the within instrument,




 




and acknowledged to me that he/she/they

executed the same in his/her/their authorized capacity(ties), and that by

his/her/their signature(s) on the instrument the person(s), or the entity upon

behalf of which such person(s) acted, executed the instrument.




 




WITNESS my hand and official seal.




 




 




	

  Signature


  	

   


  	

  {Seal}


  	

   


  





 





























 




EXHIBIT A–1




 




[FORM OF CLASS A

NOTE]




 




ACAS BUSINESS LOAN TRUST 2002–2




 




 




THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES

ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),

OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE.  THE HOLDER HEREOF, BY PURCHASING THIS NOTE,

AGREES THAT THIS NOTE MAY BE RE–OFFERED, RESOLD, PLEDGED OR OTHERWISE

TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE

LAWS AND ONLY (1) (A) PURSUANT TO RULE 144A UNDER THE SECURITIES

ACT (“RULE 144A”) TO A PERSON THAT

THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE

MEANING OF RULE 144A (A “QIB”),

PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB,

WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR

OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (B) IN

CERTIFICATED FORM TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING

OF RULE 501(a)(1)–(3) OR (7) UNDER THE SECURITIES ACT) PURCHASING FOR

INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT

TO (X) THE RECEIPT BY THE INDENTURE TRUSTEE OF A LETTER SUBSTANTIALLY IN

THE FORM PROVIDED IN THE INDENTURE AND (Y) THE RECEIPT BY THE INDENTURE

TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE TRUSTEE THAT SUCH

REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT

AND OTHER APPLICABLE LAWS, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE

WITH RULE 903 OR RULE 904 OF REGULATIONS UNDER THE SECURITIES ACT,

(3) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND

IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (4) PURSUANT

TO A VALID REGISTRATION STATEMENT.  THE

PURCHASE OF THIS NOTE WILL BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT

EITHER:  (I) IT IS NOT, AND IS NOT

PURCHASING THIS NOTE FOR, ON BEHALF OF OR WITH THE ASSETS OF, AN EMPLOYEE

BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I

OF ERISA AND/OR SECTION 4975 OF THE CODE, OR (II) PTCE 95–60,

PTCE 96–23, PTCE 91–38, PTCE 90–1, PTCE 84–14 OR SOME OTHER

PROHIBITED TRANSACTION EXEMPTION IS APPLICABLE TO THE PURCHASE AND HOLDING OF

THIS NOTE BY THE ACQUIRER.




 




[IF HELD BY

DTC]  [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




 




A-1-1





























 




& 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.]




 




[IF REGULATION S GLOBAL NOTE] [THIS NOTE HAS NOT BEEN

AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND PRIOR TO THE DATE THAT

IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING AND THE

ORIGINAL ISSUE DATE OF THE NOTES, MAY NOT BE OFFERED, SOLD, PLEDGED OR

OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT

TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]




 




THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH

HEREIN.  ACCORDINGLY, THE OUTSTANDING

PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON

THE FACE HEREOF.




 




A-1-2





























 




	

  REGISTERED


  	

   


  	

  $


  	

   


  





 




No. A–




 




SEE REVERSE FOR CERTAIN DEFINITIONS




 




[CUSIP NO.

                 ]




[Reg S ISIN NO.

             ]




[Reg S CUSIP

No.              ]




[Common Code No.

              ]




 




 




ACAS Business Loan

Trust 2002–2, a business trust organized and existing under the laws of

the State of Delaware (herein referred to as the “Issuer”),

for value received, hereby promises to pay to

                      ,

or registered assigns, the principal sum of

                   

DOLLARS payable on each Payment Date in an amount equal to the result obtained

by multiplying (i) a fraction the numerator of which is the initial

principal balance of this Class A Note and the denominator of which is the

Initial Class A Principal Balance by (ii) the aggregate amount, if

any, payable from the Note Distribution Account in respect of principal on the

Class A Notes; provided,  however, that the

entire unpaid principal amount of this Class A Note shall be due and payable on

the earlier of the Class A Maturity Date and the Redemption Date, if any,

pursuant to Section 10.01 of the Indenture.




 




The principal of and

interest on this Class A Note are payable in such coin or currency of the

United States as at the time of payment is legal tender for payment of public

and private debts.  All payments made by

the Issuer with respect to this Class A Note shall be applied first to

interest due and payable on this Class A Note as provided above and then

to the unpaid principal of this Class A Note.




 




Reference is made to the

further provisions of this Class A Note set forth on the reverse hereof,

which shall have the same effect as though fully set forth on the face of this

Class A Note.




 




Unless the certificate of

authentication hereon has been executed by the Indenture Trustee whose name

appears below by manual signature, this Class A Note shall not be entitled

to any benefit under the Indenture referred to on the reverse hereof, or be

valid or obligatory for any purpose.




 




A-1-3





























 




IN WITNESS WHEREOF, the

Issuer has caused this instrument to be signed, manually or in facsimile, by

its Responsible Officer as of the date set forth below.




 




Date:  August 8, 2002




 




	

   


  	

  ACAS BUSINESS LOAN TRUST 2002–2


  	 

	

   


  	

   


  	 

	

   


  	

  By:


  	

  WACHOVIA TRUST COMPANY,


  NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner

  Trustee under the Trust Agreement


  	 

	

   


  	

   


  	 

	

   


  	

   


  	 

	

   


  	

   


  	

  By:


  	

   


  	 

	

   


  	

   


  	

   


  	

  Authorized Signatory


  
					





 




INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




 




This is one of the

Class A Notes of ACAS Business Loan Trust 2002–2 designated above and

referred to in the within–mentioned Indenture.




 




 




Date:  August 8, 2002




 




	

   


  	

  WELLS FARGO BANK MINNESOTA,


  NATIONAL ASSOCIATION, not in its individual capacity but

  solely as Indenture Trustee,


  	 

	

   


  	

   


  	 

	

   


  	

   


  	 

	

   


  	

  By:


  	

   


  	 

	

   


  	

  Authorized Signatory


  
				





 




A-1-4





























 




[REVERSE OF NOTE]




 




This Class A Note is

one of a duly authorized issue of Class A Notes of the Issuer, designated

as its ACAS Business Loan Trust Notes, Series 2002–2, Class A (herein

called the “Class A Notes”), all

issued under an Indenture, dated as of August

8, 2002 (such indenture, as supplemented or amended, is herein called

the “Indenture”), between the Issuer

and Wells Fargo Bank Minnesota, National Association, as indenture trustee (the

“Indenture Trustee”, which term

includes any successor Indenture Trustee under the Indenture), to which

Indenture and all indentures supplemental thereto reference is hereby made for

a statement of the respective rights and obligations thereunder of the Issuer,

the Indenture Trustee and the Holders of the Class A Notes.  The Class A Notes are subject to all

terms of the Indenture.  All terms used

in this Class A Note that are defined in the Indenture, as supplemented or

amended, shall have the meanings assigned to them in or pursuant to the

Indenture, as so supplemented or amended.




 




As described above, the

entire unpaid principal amount of this Class A Note shall be due and

payable on the earlier of the Class A Maturity Date and the Redemption Date, if

any, pursuant to Section 10.01 of

the Indenture.  Notwithstanding the

foregoing, the entire unpaid principal amount of the Class A Notes shall

be due and payable on the date on which an Event of Default shall have occurred

and be continuing and the Indenture Trustee, or the Required Holders have

declared the Class A Notes to be immediately due and payable in the manner

provided in Section 5.02 of the

Indenture.  All principal payments on

the Class A Notes shall be made pro rata to the Class A Noteholders

entitled thereto.




 




Each Class A

Noteholder or Class A Note Owner, by acceptance of a Class A Note or,

in the case of a Class A Note Owner, a beneficial interest in a

Class A Note covenants and agrees that no recourse may be taken, directly

or indirectly, with respect to the obligations of the Issuer under the

Indenture on the Class A Notes or under any certificate or other writing

delivered in connection therewith, against the Trust Depositor, the Servicer,

the Indenture Trustee or the Owner Trustee in its individual capacity or any of

their Affiliates.




 




On each Payment Date,

commencing August 20, 2002, the

Indenture Trustee or Paying Agent shall distribute to the Person in whose name

this Class A Note is registered at the close of business on the Record

Date an amount equal to the product of the Percentage Interest of the

Class A Notes evidenced by this Class A Note and the amount required

to be distributed to Holders of Class A Notes on such Payment Date

pursuant to Section 8.02 of the

Indenture.




 




During each Interest

Accrual Period, this Class A Note will bear interest at the Class A

Note Interest Rate.




 




Distributions on this

Class A Note will be made by the Indenture Trustee or Paying Agent by check

mailed to the address of the Person entitled thereto as such name and address

shall appear on the Note Register or, upon written request to the Indenture

Trustee, by wire transfer of immediately available funds to the account of the

Person entitled thereto as shall appear on the Note Register without the

presentation or surrender of this Note or the making of any notation thereon,

at a bank or other entity having appropriate facilities therefor, and, in the




 




A-1-5





























 




case of wire

transfers, at the expense of such Person unless such Person shall own of record

Class A Notes which have Initial Class A Principal Balances

aggregating at least $1,000,000.




 




Notwithstanding the

above, the final distribution on this Class A Note will be made after due

notice by the Indenture Trustee of the pendency of such distribution and only

upon presentation and surrender of this Class A Note at the office or

agency maintained for that purpose by the Note Registrar in New York, New York.




 




As provided in the

Indenture and the Transfer and Servicing Agreement, deposits and withdrawals

from the Note Distribution Account, the Principal Collection Account, the

Interest Collection Account and the Reserve Fund may be made by the Indenture

Trustee from time to time for purposes other than distributions to Class A

Noteholders, such purposes including reimbursement to the Servicer of advances

made, or certain expenses incurred, by it, and investment in Eligible

Investments.




 




As provided in the

Indenture and subject to certain limitations therein set forth, the transfer of

this Class A Note is registrable in the Note Register upon surrender of

this Class A Note for registration of transfer at the offices or agencies

maintained by the Note Registrar in New York, New York, duly endorsed by, or

accompanied by a written instrument of transfer in form satisfactory to, the

Indenture Trustee, duly executed by the holder hereof or such holder’s attorney

duly authorized in writing, and thereupon one or more new Class A Notes in

authorized denominations evidencing the same aggregate undivided Percentage

Interest will be issued to the designated transferee or transferees.




 




The Class A Note is

issuable only as a registered Class A Note.  As provided in the Indenture and subject to certain limitations

therein set forth, the Class A Note is exchangeable for a new Class A

Note evidencing the same undivided ownership interest, as requested by the

holder surrendering the same.




 




No service charge will be

made for any such registration of transfer or exchange, but the Note Registrar

may require payment of a sum sufficient to cover any tax or other governmental

charge payable in connection therewith.




 




The Servicer, the Trust

Depositor, the Indenture Trustee and the Note Registrar, and any agent of any

of the foregoing, may treat the person in whose name this Class A Note is

registered as the owner hereof for all purposes, and none of the foregoing

shall be affected by notice to the contrary.




 




The obligations and responsibilities

created by the Indenture shall terminate upon the payment to Class A

Noteholders of all amounts required to be paid to them pursuant to the

Indenture and the Transfer and Servicing Agreement and the disposition of all

property held as part of the Indenture Collateral.




 




A-1-6





























 




SCHEDULE OF

EXCHANGES OF INTERESTS IN THE GLOBAL NOTE (1)




 




 




The following exchanges

of a part of this Global Note for an interest in another Global Note or for an

Individual Note, or exchanges of a part of another Global Note or Individual

Note for an interest in this Global Note, have been made:




 




	

  Date of


  Exchange


  	

   


  	

  Amount of


  decrease in


  Principal Amount


  of this Global


  Note


  	

   


  	

  Amount of


  increase in


  Principal Amount


  of this Global


  Note


  	

   


  	

  Principal Amount


  of this Global


  Note following


  such decrease


  (or increase)


  	

   


  	

  Signature of


  Responsible


  Officer of Note


  Registrar


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 




 






















(1)           This should be included only if the Note is issued in

global form.




 




A-1-7





























 




	

  ASSIGNMENT


  
	

   


  
	

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

  assignee


  
	

   


  
	

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and

  transfers unto


  
	

   


  
	

   


  
	

  (name and address of assignee)


  
	

   


  	

   


  
	

  the within Note and all rights thereunder, and hereby irrevocably

  constitutes and appoints

               ,

  attorney, to transfer said Note on the books kept for registration thereof,

  with full power of substitution in the premises.


  
	

   


  	

   


  
	

  Dated:


  	

   


  	

   


  	

   


  	

  (2)


  
	

   


  
	

  Signature Guaranteed:


  
						





 






















(2)           NOTE:  The

signature to this assignment must correspond with the name of the registered

owner as it appears on the face of the within Note in every particular, without

alteration, enlargement or any change whatsoever.




 




A-1-8





























 




EXHIBIT A–2




 




[FORM OF CLASS B

NOTE]




 




ACAS BUSINESS LOAN TRUST 2002–2




 




 




THIS NOTE HAS NOT BEEN

AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE

SECURITIES OR BLUE SKY LAW OF ANY STATE. 

THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE

RE–OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH

THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY

(1) (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER

REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF

RULE 44A (A “QIB”), PURCHASING FOR

ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER

HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER

IS BEING MADE IN RELIANCE ON RULE 144A, OR (B) IN CERTIFICATED FORM

TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF

RULE 501(a)(1)–(3) OR (7) UNDER THE SECURITIES ACT) PURCHASING FOR

INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT

TO (X) THE RECEIPT BY THE INDENTURE TRUSTEE OF A LETTER SUBSTANTIALLY IN

THE FORM PROVIDED IN THE INDENTURE AND (Y) THE RECEIPT BY THE INDENTURE

TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE TRUSTEE THAT SUCH

REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT

AND OTHER APPLICABLE LAWS, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE

WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,

(3) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND

IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (4) PURSUANT

TO A VALID REGISTRATION STATEMENT.  THE

PURCHASE OF THIS NOTE WILL BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT

EITHER:  (I) IT IS NOT, AND IS NOT

PURCHASING THIS NOTE FOR, ON BEHALF OF OR WITH THE ASSETS OF, AN EMPLOYEE

BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I

OF ERISA AND/OR SECTION 4975 OF THE CODE, OR (II) PTCE 95–60,

PTCE 96–23, PTCE 91–38, PTCE 90–1, PTCE 84–14 OR SOME OTHER

PROHIBITED TRANSACTION EXEMPTION IS APPLICABLE TO THE PURCHASE AND HOLDING OF

THIS NOTE BY THE ACQUIRER.




 




[IF HELD BY DTC] [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.




 




A-2-1





























 




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.]




 




[IF REGULATION S GLOBAL NOTE]  [THIS NOTE HAS NOT BEEN AND WILL NOT BE

REGISTERED UNDER THE SECURITIES ACT AND PRIOR TO THE DATE THAT IS 40 DAYS

AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING AND THE ORIGINAL ISSUE DATE

OF THE NOTES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE

UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT.]




 




THE PRINCIPAL OF THIS

NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY

TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.




 




THE RIGHTS OF THE HOLDER

OF THIS CLASS B NOTE TO RECEIVE INTEREST ARE SUBORDINATED TO THE RIGHTS OF

THE HOLDERS OF THE CLASS A NOTES TO RECEIVE INTEREST AND THE RIGHTS OF THE

HOLDERS OF THIS CLASS B NOTE TO RECEIVE PRINCIPAL ARE SUBORDINATED TO THE

RIGHTS OF THE HOLDERS OF THE CLASS A NOTES TO RECEIVE PRINCIPAL AND

INTEREST.




 




A-2-2





























 




	

  REGISTERED


  	

   


  	

  $


  	

   


  





 




No. B–




 




SEE REVERSE FOR CERTAIN DEFINITIONS




 




[CUSIP NO.

                 ]




[Reg S ISIN NO.

          ]




[Reg S CUSIP No.              ]




[Common Code No.

              ]




 




ACAS Business Loan

Trust 2002–2, a business trust organized and existing under the laws of

the State of Delaware (herein referred to as the “Issuer”),

for value received, hereby promises to pay to

                      ,

or registered assigns, the principal sum of

            DOLLARS

payable on each Payment Date in an amount equal to the result obtained by

multiplying (i) a fraction the numerator of which is the initial principal

balance of this Class B Note and the denominator of which is the Initial

Class B Principal Balance by (ii) the aggregate amount, if any,

payable from the Note Distribution Account in respect of principal on the

Class B Notes; provided,  however, that the

entire unpaid principal amount of this Class B Note shall be due and payable on

the earlier of the Class B Maturity Date and the Redemption Date, if any,

pursuant to Section 10.01 of the

Indenture.




 




The principal of and

interest on this Class B Note are payable in such coin or currency of the

United States as at the time of payment is legal tender for payment of public

and private debts.  All payments made by

the Issuer with respect to this Class B Note shall be applied first to

interest due and payable on this Class B Note as provided above and then

to the unpaid principal of this Class B Note.




 




Reference is made to the

further provisions of this Class B Note set forth on the reverse hereof,

which shall have the same effect as though fully set forth on the face of this

Class B Note.




 




Unless the Class B

Note of authentication hereon has been executed by the Indenture Trustee whose

name appears below by manual signature, this Class B Note shall not be

entitled to any benefit under the Indenture referred to on the reverse hereof,

or be valid or obligatory for any purpose.




 




A-2-3





























 




IN WITNESS WHEREOF, the

Issuer has caused this instrument to be signed, manually or in facsimile, by

its Responsible Officer as of the date set forth below.




 




Date:  August 8, 2002




 




	

   


  	

  ACAS BUSINESS LOAN TRUST 2002–2


  
	

   


  	

   


  
	

   


  	

  By:


  	

  WACHOVIA TRUST COMPANY, NATIONAL ASSOCIATION, not in

  its individual capacity but solely as Owner Trustee under the Trust Agreement


  
	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Authorized Signatory


  





 




INDENTURE TRUSTEE’S CERTIFICATE OF

AUTHENTICATION




 




This is one of the Class B Notes of ACAS Business Loan

Trust 2002–2 designated above and referred to in the within–mentioned

Indenture.




 




Date:  August 8, 2002




 




	

   


  	

  WELLS

  FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, not in its

  individual capacity but solely as Indenture Trustee,


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Authorized Signatory


  





 




A-2-4





























 




[REVERSE OF NOTE]




 




This Class B Note is

one of a duly authorized issue of Class B Notes of the Issuer, designated

as its ACAS Business Loan Trust Notes, Series 2002–2, Class B (herein

called the “Class B Notes”), all

issued under an Indenture, dated as of August

8, 2002 such indenture, as supplemented or amended, is herein called the

“Indenture”), between the Issuer and

Wells Fargo Bank Minnesota, National Association, as indenture trustee (the “Indenture Trustee”, which term includes any

successor Indenture Trustee under the Indenture), to which Indenture and all

indentures supplemental thereto reference is hereby made for a statement of the

respective rights and obligations thereunder of the Issuer, the Indenture

Trustee and the Holders of the Class B Notes.  The Class B Notes are subject to all terms of the Indenture.  All terms used in this Class B Note

that are defined in the Indenture, as supplemented or amended, shall have the

meanings assigned to them in or pursuant to the Indenture, as so supplemented

or amended.




 




As described above, the

entire unpaid principal amount of this Class B Note shall be due and

payable on the earlier of the Class B Maturity Date and the Redemption Date, if

any, pursuant to Section 10.01 of

the Indenture.  Notwithstanding the

foregoing, the entire unpaid principal amount of the Class B Notes shall

be due and payable on the date on which an Event of Default shall have occurred

and be continuing and the Indenture Trustee, or the Required Holders have

declared the Class B Notes to be immediately due and payable in the manner

provided in Section 5.02 of the

Indenture.  All principal payments on

the Class B Notes shall be made pro rata to the Class B Noteholders

entitled thereto.




 




Each Class B

Noteholder or Class B Note Owner, by acceptance of a Class B Note or,

in the case of a Class B Note Owner, a beneficial interest in a

Class B Note covenants and agrees that no recourse may be taken, directly

or indirectly, with respect to the obligations of the Issuer under the

Indenture on the Class B Notes or under any certificate or other writing

delivered in connection therewith, against the Trust Depositor, the Servicer,

the Indenture Trustee or the Owner Trustee in its individual capacity or any of

their Affiliates.




 




On each Payment Date,

commencing August 20, 2002, the Indenture Trustee or Paying Agent shall

distribute to the Person in whose name this Class B Note is registered at

the close of business on the Record Date an amount equal to the product of the

Percentage Interest of the Class B Notes evidenced by this Class B

Note and the amount required to be distributed to Holders of Class B Notes

on such Payment Date pursuant to Section 8.02

of the Indenture.




 




During each Interest Accrual Period, this Class B Note will bear

interest at the Class B Note Interest Rate.




 




Distributions on this

Class B Note will be made by the Indenture Trustee or Paying Agent by

check mailed to the address of the Person entitled thereto as such name and

address shall appear on the Note Register or, upon written request to the

Indenture Trustee, by wire transfer of immediately available funds to the

account of the Person entitled thereto as shall appear on the Note Register

without the presentation or surrender of this Note or the making of any

notation thereon, at a bank or other entity having appropriate facilities

therefor, and, in the case of wire




 




A-2-5





























 




transfers, at the

expense of such Person unless such Person shall own of record Class B

Notes which have Initial Class B Principal Balances aggregating at least

$1,000,000.




 




Notwithstanding the

above, the final distribution on this Class B Note will be made after due

notice by the Indenture Trustee of the pendency of such distribution and only

upon presentation and surrender of this Class B Note at the office or

agency maintained for that purpose by the Note Registrar in New York, New York.




 




As provided in the

Indenture and the Transfer and Servicing Agreement, deposits and withdrawals

from the Note Distribution Account, the Principal Collection Account, the

Interest Collection Account and the Reverse Fund may be made by the Indenture

Trustee from time to time for purposes other than distributions to Class B

Noteholders, such purposes including reimbursement to the Servicer of advances

made, or certain expenses incurred, by it, and investment in Eligible

Investments.




 




As provided in the

Indenture and subject to certain limitations therein set forth, the transfer of

this Class B Note is registrable in the Note Register upon surrender of

this Class B Note for registration of transfer at the offices or agencies

maintained by the Note Registrar in New York, New York, duly endorsed by, or

accompanied by a written instrument of transfer in form satisfactory to, the

Indenture Trustee, duly executed by the holder hereof or such holder’s attorney

duly authorized in writing, and thereupon one or more new Class B Notes in

authorized denominations evidencing the same aggregate undivided Percentage

Interest will be issued to the designated transferee or transferees.




 




The Class B Note is

issuable only as a registered Class B Note.  As provided in the Indenture and subject to certain limitations

therein set forth, the Class B Note is exchangeable for a new Class B

Note evidencing the same undivided ownership interest, as requested by the

holder surrendering the same.




 




No service charge will be

made for any such registration of transfer or exchange, but the Note Registrar

may require payment of a sum sufficient to cover any tax or other governmental

charge payable in connection therewith.




 




The Servicer, the Seller,

the Indenture Trustee and the Note Registrar, and any agent of any of the

foregoing, may treat the person in whose name this Class B Note is

registered as the owner hereof for all purposes, and none of the foregoing

shall be affected by notice to the contrary.




 




The obligations and

responsibilities created by the Indenture shall terminate upon the payment to

Class B Noteholders of all amounts required to be paid to them pursuant to

the Indenture and the Transfer and Servicing Agreement and the disposition of

all property held as part of the Indenture Collateral.




 




A-2-6





























 




SCHEDULE OF

EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(3)




 




The following exchanges

of a part of this Global Note for an interest in another Global Note or for an

Individual Note, or exchanges of a part of another Global Note or Individual

Note for an interest in this Global Note, have been made:




 




	

  Date of


  Exchange


  	

   


  	

  Amount of


  decrease in


  Principal Amount


  of this Global


  Note


  	

   


  	

  Amount of


  increase in


  Principal Amount


  of this Global


  Note


  	

   


  	

  Principal Amount 


  of this Global


  Note following


  such decrease


  (or increase)


  	

   


  	

  Signature of


  Responsible


  Officer of Note


  Registrar


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 




 






















(3)           This should be included only if the Note is issued in

global form.




 




A-2-7





























 




ASSIGNMENT




 




	

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

  assignee


  
	

   


  
	

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and

  transfers unto


  
	

   


  
	

   


  
	

   


  
	

  (name and address of assignee)


  
	

   


  
	

  the within Note and all rights thereunder, and hereby irrevocably

  constitutes and appoints

               ,

  attorney, to transfer said Note on the books kept for registration thereof,

  with full power of substitution in the premises.


  
	

   


  
	

  Dated:


  	

   


  	

   


  	

   


  	

  (4)


  
	

   


  
	

  Signature Guaranteed:


  





 




 






















(4)           NOTE:  The

signature to this assignment must correspond with the name of the registered

owner as it appears on the face of the within Note in every particular, without

alteration, enlargement or any change whatsoever.




 




A-2-8





























 




EXHIBIT A–3




 




[FORM OF CLASS C

NOTE]




 




ACAS BUSINESS LOAN TRUST 2002–2




 




 




THIS NOTE HAS NOT BEEN

AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE

SECURITIES OR BLUE SKY LAW OF ANY STATE. 

THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE

RE–OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH

THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) (A) PURSUANT

TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)

TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL

BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”),

PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB,

WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR

OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (B) IN

CERTIFICATED FORM TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING

OF RULE 501(a)(1)–(3) OR (7) UNDER THE SECURITIES ACT) PURCHASING FOR

INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT

TO (X) THE RECEIPT BY THE INDENTURE TRUSTEE OF A LETTER SUBSTANTIALLY IN

THE FORM PROVIDED IN THE INDENTURE AND (Y) THE RECEIPT BY THE INDENTURE

TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE TRUSTEE THAT SUCH

REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT

AND OTHER APPLICABLE LAWS, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE

WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES

ACT, (3) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT

AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR

(4) PURSUANT TO A VALID REGISTRATION STATEMENT.  THE PURCHASE OF THIS NOTE WILL BE DEEMED A REPRESENTATION BY THE

ACQUIRER THAT IT IS NOT, AND IS NOT PURCHASING THIS NOTE FOR, ON BEHALF OF OR

WITH THE ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT

WHICH IS SUBJECT TO TITLE I OF ERISA AND/OR SECTION 4975 OF THE CODE.




 




THE PRINCIPAL OF THIS NOTE

IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY

TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.




 




THE RIGHTS OF THE HOLDERS

OF THIS CLASS C NOTE TO RECEIVE PRINCIPAL ARE SUBORDINATED TO THE RIGHTS OF THE

HOLDERS OF THE CLASS A NOTES AND THE CLASS B NOTES TO RECEIVE

PRINCIPAL AND INTEREST.




 




A-4-1





























 




THIS CLASS C NOTE MAY NOT

BE TRANSFERRED DIRECTLY OR INDIRECTLY TO (1) EMPLOYEE BENEFIT PLANS,

RETIREMENT ARRANGEMENTS, INDIVIDUAL RETIREMENT ACCOUNTS OR KEOGH PLANS SUBJECT

TO EITHER TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,

AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS

AMENDED, OR (2) ENTITIES (INCLUDING INSURANCE COMPANY GENERAL ACCOUNTS)

WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF ANY SUCH PLAN’S

ARRANGEMENTS OR ACCOUNT’S INVESTMENT IN SUCH ENTITIES. 

FURTHER, THIS NOTE MAY BE TRANSFERRED ONLY TO A UNITED STATES

PERSON WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE INTERNAL REVENUE

CODE OF 1986, AS AMENDED.




 




NO TRANSFER, SALE, PLEDGE

OR OTHER DISPOSITION OF ONE OR MORE CLASS C NOTES (A “TRANSFER”) SHALL BE MADE UNLESS

(1) SIMULTANEOUSLY WITH THE TRANSFER (1) A PROPORTIONATE AMOUNT OF

TRUST CERTIFICATES ARE TRANSFERRED SO THAT THE RATIO OF THE PERCENTAGE INTEREST

OF THE TRUST CERTIFICATES SO TRANSFERRED TO ALL TRUST CERTIFICATES AND THE

RATIO OF THE PERCENTAGE INTEREST OF THE CLASS C NOTES SO TRANSFERRED TO THE

PERCENTAGE INTEREST OF ALL CLASS C NOTES ARE EQUAL, (2) THE TRANSFERS OF

THE TRUST CERTIFICATES AND CLASS C NOTES REFERRED TO HEREIN ARE MADE TO

THE SAME PERSON AND (3) THE PERCENTAGE INTEREST OF THE TRUST CERTIFICATES

AND CLASS C NOTES, RESPECTIVELY, SO TRANSFERRED IS NO LESS THAN TEN (10%)

PERCENT.




 




A-4-2





























 




REGISTERED        $




 




No. C–




 




SEE REVERSE FOR

CERTAIN DEFINITIONS




 




ACAS Business Loan

Trust 2002–2, a business trust organized and existing under the laws of

the State of Delaware (herein referred to as the “Issuer”),

for value received, hereby promises to pay to

                      ,

or registered assigns, the principal sum of             DOLLARS

payable on each Payment Date in an amount equal to the result obtained by

multiplying (i) a fraction the numerator of which is the initial principal

balance of this Class C Note and the denominator of which is the Initial Class

C Principal Balance by (ii) the aggregate amount, if any, payable from the

Note Distribution Account in respect of principal on the Class C Note; provided,

however,

that the entire unpaid principal amount of this Class C Note shall be due and

payable on the earlier of the Class C Maturity Date and the Redemption Date, if

any, pursuant to Section 10.01 of

the Indenture.




 




Distributions on this

Class C Note are payable in such coin or currency of the United States as at

the time of payment is legal tender for payment of public and private debts.




 




Reference is made to the

further provisions of this Class C Note set forth on the reverse hereof, which

shall have the same effect as though fully set forth on the face of this Class

C Note.




 




Unless the Class C Note

of authentication hereon has been executed by the Indenture Trustee whose name

appears below by manual signature, this Class C Note shall not be entitled to

any benefit under the Indenture referred to on the reverse hereof, or be valid

or obligatory for any purpose.




 




A-4-3





























 




IN WITNESS WHEREOF, the

Issuer has caused this instrument to be signed, manually or in facsimile, by

its Responsible Officer as of the date set forth below.




 




Date:  August 8, 2002




 




	

   


  	

  ACAS BUSINESS LOAN TRUST 2002–2


  
	

   


  	

   


  
	

   


  	

  By:


  	

  WACHOVIA TRUST COMPANY,


  NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner

  Trustee under the Trust Agreement


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

  Authorized Signatory


  





 




INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




 




This is one of the Class C Notes of ACAS Business Loan

Trust 2002–2 designated above and referred to in the within–mentioned

Indenture.




 




Date: August 8, 2002




 




	

   


  	

  WELLS FARGO BANK MINNESOTA,


  NATIONAL ASSOCIATION, not in its

  individual capacity but solely as Indenture Trustee,


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Authorized Signatory


  





 




A-4-4





























 




[REVERSE OF NOTE]




 




This Class C Note is

one of a duly authorized issue of Class C Notes of the Issuer, designated as

its ACAS Business Loan Trust Notes, Series 2002–2, Class C (herein called

the “Class C Notes”), all issued under

an Indenture, dated as of August 8, 2002

(such indenture, as supplemented or amended, is herein called the “Indenture”), between the Issuer and Wells

Fargo Bank Minnesota, National Association, as indenture trustee (the “Indenture Trustee”, which term includes any

successor Indenture Trustee under the Indenture), to which Indenture and all

indentures supplemental thereto reference is hereby made for a statement of the

respective rights and obligations thereunder of the Issuer, the Indenture

Trustee and the Holders of the Class C Notes. 

The Class C Notes are subject to all terms of the Indenture.  All terms used in this Class C Note that are

defined in the Indenture, as supplemented or amended, shall have the meanings

assigned to them in or pursuant to the Indenture, as so supplemented or

amended.




 




As described above, the

entire unpaid principal amount of this Class C Note shall be due and payable on

the earlier of the Class C Maturity Date and the Redemption Date, if any,

pursuant to Section 10.01 of the

Indenture.  Notwithstanding the

foregoing, the entire unpaid principal amount of the Class C Notes shall be due

and payable on the date on which an Event of Default shall have occurred and be

continuing and the Indenture Trustee, or the Required Holders have declared the

Class C Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture.  All principal payments on the Class C Notes

shall be made pro rata to the Class C Noteholders entitled thereto.




 




Each Class C Noteholder

or Class C Note Owner, by acceptance of a Class C Note or, in the case of a

Class C Note Owner, a beneficial interest in a Class C Note covenants and

agrees that no recourse may be taken, directly or indirectly, with respect to

the obligations of the Issuer under the Indenture on the Class C Notes or under

any certificate or other writing delivered in connection therewith, against the

Trust Depositor, the Servicer, the Indenture Trustee or the Owner Trustee in

its individual capacity or any of their Affiliates.




 




On each Payment Date,

commencing August 20, 2002, the Indenture Trustee or Paying Agent shall

distribute to the Person in whose name this Class C Note is registered at the

close of business on the Record Date (or, in the case of the first Payment

Date, to the Person in whose name this Class C Note is registered on the

Closing Date) (the “Record Date”) an

amount equal to the product of the Percentage Interest of the Class B

Notes evidenced by this Class C Note and the amount required to be distributed

to Holders of Class B Notes on such Payment Date pursuant to Section 8.02 of the Indenture.




 




The Class C Note will not bear interest.




 




Distributions on this

Class C Note will be made by the Indenture Trustee or Paying Agent by check

mailed to the address of the Person entitled thereto as such name and address

shall appear on the Note Register or, upon written request to the Indenture

Trustee, by wire transfer of immediately available funds to the account of the

Person entitled thereto as shall appear on the Note Register without the

presentation or surrender of this Note or the making of any notation thereon,

at a bank or other entity having appropriate facilities therefor, and, in the

case of wire




 




A-4-5





























 




transfers, at the

expense of such Person unless such Person shall own of record Class C Notes

which have Initial Class C Principal Balances aggregating at least $1,000,000.




 




Notwithstanding the

above, the final distribution on this Class C Note will be made after due

notice by the Indenture Trustee of the pendency of such distribution and only

upon presentation and surrender of this Class C Note at the office or agency

maintained for that purpose by the Note Registrar in New York, New York.




 




As provided in the

Indenture and the Transfer and Servicing Agreement, deposits and withdrawals

from the Note Distribution Account, the Principal Collection Account, the

Interest Collection Account and the Reserve Fund Account may be made by the

Indenture Trustee from time to time for purposes other than distributions to

Class C Noteholders, such purposes including reimbursement to the Servicer of

advances made, or certain expenses incurred, by it, and investment in Eligible

Investments.




 




As provided in the

Indenture and subject to certain limitations therein set forth, the transfer of

this Class C Note is registrable in the Note Register upon surrender of this

Class C Note for registration of transfer at the offices or agencies maintained

by the Note Registrar in New York, New York, duly endorsed by, or accompanied

by a written instrument of transfer in form satisfactory to, the Indenture

Trustee, duly executed by the holder hereof or such holder’s attorney duly

authorized in writing, and thereupon one or more new Class C Notes in

authorized denominations evidencing the same aggregate undivided Percentage

Interest will be issued to the designated transferee or transferees.




 




The Class C Note is

issuable only as a registered Class C Note. 

As provided in the Indenture and subject to certain limitations therein

set forth, the Class C Note is exchangeable for a new Class C Note evidencing

the same undivided ownership interest, as requested by the holder surrendering

the same.




 




No service charge will be

made for any such registration of transfer or exchange, but the Note Registrar

may require payment of a sum sufficient to cover any tax or other governmental

charge payable in connection therewith.




 




The Servicer, the Seller,

the Indenture Trustee and the Note Registrar, and any agent of any of the

foregoing, may treat the person in whose name this Class C Note is registered

as the owner hereof for all purposes, and none of the foregoing shall be

affected by notice to the contrary.




 




The obligations and

responsibilities created by the Indenture shall terminate upon the payment to

Class C Noteholders of all amounts required to be paid to them pursuant to the

Indenture and the Transfer and Servicing Agreement and the disposition of all

property held as part of the Indenture Collateral.




 




A-4-6





























 




ASSIGNMENT




 




	

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

  assignee


  	 

	

   


  	 

	

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and

  transfers unto


  	 

	

   


  	 

	

   


  	 

	

   


  	 

	

  (name and address of assignee)


  	 

	

   


  	 

	

  the within Note and all rights thereunder, and hereby irrevocably

  constitutes and appoints

               ,

  attorney, to transfer said Note on the books kept for registration thereof,

  with full power of substitution in the premises.


  	 

	

   


  	 

	

  Dated:


  	

   


  	

   


  	

   


  	

  (5)


  	 

	

   


  	 

	

   


  	

   


  	

  Signature Guaranteed:


  
						





 






















(5)           NOTE:  The

signature to this assignment must correspond with the name of the registered

owner as it appears on the face of the within Note in every particular, without

alteration, enlargement or any change whatsoever.




 




A-4-7





























 




EXHIBIT B




 




LIST OF LOANS




 




 




See Exhibit G of the Transfer and Servicing

Agreement.




 




B





























 




EXHIBIT C




 




WIRING INSTRUCTIONS FORM




 




                      ,

2002




 




[Paying Agent]




[Trustee]




 




 




 




Re:          ACAS Business Loan

Trust Notes, Series 2002–2, [Class A] [Class B]




 




Dear Sir:




 




In connection with the sale of the above–captioned Note by

                          

to                              ,

(“Transferee”) you, as Paying Agent,

are instructed to make all remittances to Transferee as Noteholder as of

            ,

     by wire transfer. 

For such wire transfer, the wiring instructions are as follows:




 




 




 




	

   


  	

   


  	

   


  
	

   


  	

  Transferee


  
				





 




Noteholder’s mailing address:




 




Name:




 




Address:




 




C





























 




EXHIBIT D–1




 




FORM OF TRANSFEREE LETTER




 




American Capital Strategies, Ltd.,




as the Servicer




2 Bethesda Metro Center




14th Floor




Bethesda, Maryland 20814




Attention:  [                      ]




 




Wells Fargo Bank Minnesota, National Association,


as the Indenture Trustee


Sixth and Marquette Avenue, MAC N9311–161


Minneapolis, Minnesota  55479


Attention:  Corporate Trust

Services/Asset Backed Administration




 




                    ,

20   




 




Re:                  ACAS Business

Loan Trust Notes, Series 2002–2




Class A, Class B and Class C Notes




 




Ladies and Gentlemen:




 




In connection with our

acquisition of the above–captioned Notes, we certify that (a) we

understand that the Notes are not being registered under the Securities Act of

1933, as amended (the “Act”), or any

state securities laws and are being transferred to us in a transaction that is

exempt from the registration requirements of the Act and any such laws,

(b) we are an institutional “Accredited Investor,” as defined in the

Indenture pursuant to which the Notes were issued (the “Indenture”), and have such knowledge and

experience in financial and business matters that we are capable of evaluating

the merits and risks of investments in the Notes, (c) we have had the

opportunity to ask questions of and receive answers from the Originator and the

Servicer concerning the purchase of the Notes and all matters relating thereto

or any additional information deemed necessary to our decision to purchase the

Notes, (d) we are acquiring the Notes for investment for our own account

and not with a view to any distribution of such Notes (but without prejudice to

our right at all times to sell or otherwise dispose of the Notes in accordance

with clause (f) below),

(e) we have not offered or sold any Notes to, or solicited offers to buy

any Notes from, any person, or otherwise approached or negotiated with any

person with respect thereto, or taken any other action which would result in a

violation of Section 5 of the Act, (f) we will not sell, transfer or

otherwise dispose of any Notes unless (1) such sale, transfer or other

disposition is made pursuant to an effective registration statement under the

Act or is exempt from such registration requirements, and if requested, we will

at our expense provide an opinion of counsel satisfactory to the addressees of

this certificate that such sale, transfer or other disposition may be made

pursuant to an exemption from the Act, (2) the purchaser or transferee of

such Note has executed and delivered to you a certificate to substantially the

same effect as this certificate if required by the Indenture, and (3) the

purchaser




 




D-1-1





























 




or transferee has

otherwise complied with any conditions for transfer set forth in the Indenture,

(g) the purchaser is not acquiring a Note, directly or indirectly, for or

on behalf of an employee benefit plan or other retirement arrangement subject

to the Employee Retirement Income Security Act of 1974, as amended, and/or

Section 4975 of the Internal Revenue Code of 1986, as amended, or any

entity, the assets of which would be deemed plan assets under the Department of

Labor regulations set forth at 29 C.F.R. §2510.3–101; unless the

purchaser is acquiring a Class A or Class B Note and Prohibited Transaction

Class Exemption (“PTCE”) 84–14,

PTCE 90–1, PTCE 91–38, PTCE 95–60 or PTCE 92–23 or some

other applicable prohibited transaction exemption is applicable to the

acquisition and holdings of such Class A or Class B Note, (h) if

the purchaser is acquiring a Class C Note, the purchaser is a U.S. Person, as

such term is defined in Section 7701(a)(30) of  the Internal Revenue Code of 1986, as amended, and (i) if

the purchaser is acquiring a Class C Note, the purchaser also is acquiring

Trust Certificates such that the ratio and the Percentage Interest of the Trust

Certificates being acquired to all Trust Certificates and the ratio and the

Percentage Interest of the Class C Notes being acquired to all Class C Notes

are equal.




 




	

   


  	

  Very truly

  yours,


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  Print Name

  of Transferee


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Responsible Officer


  





 




D-1-2





























 




EXHIBIT D–2




 




FORM OF RULE 144A

CERTIFICATION




 




American Capital Strategies, Ltd.,




as the Servicer




2 Bethesda Metro Center




14th Floor




Bethesda, Maryland 20814




 




Wells Fargo Bank Minnesota, National Association,




as the Indenture Trustee




Sixth and Marquette Avenue, MAC N9311–161




Minneapolis, Minnesota  55479




Attention:  Corporate Trust

Services/Asset Backed Administration




 




                     ,

20   




 




Re:                  ACAS Business

Loan Trust Notes, Series 2002–2




Class A, Class B and Class C

Notes




 




Ladies and Gentlemen:




 




In connection with our

acquisition of the above Notes we certify that (a) we understand that the

Notes are not being registered under the Securities Act of 1933, as amended

(the “Act”), or any state securities

laws and are being transferred to us in a transaction that is exempt from the

registration requirements of the Act and any such laws, (b) we have had

the opportunity to ask questions of and receive answers from Originator and the

Servicer concerning the purchase of the Notes and all matters relating thereto

or any additional information deemed necessary to our decision to purchase the

Notes, (c) we have not, nor has anyone acting on our behalf offered,

transferred, pledged, sold or otherwise disposed of the Notes, any interest in

the Notes or any other similar security to, or solicited any offer to buy or

accept a transfer, pledge or other disposition of the Notes, any interest in

the Notes or any other similar security from, or otherwise approached or

negotiated with respect to the Notes, any interest in the Notes or any other

similar security with, any person in any manner, or made any general

solicitation by means of general advertising or in any other manner, or taken

any other action, that would constitute a distribution of the Notes under the

Act or that would render the disposition of the Notes a violation of

Section 5 of the Act or require registration pursuant thereto, nor will

act, nor has authorized or will authorize any person to act, in such manner

with respect to the Notes, (d) we are a “qualified institutional buyer” as

that term is defined in Rule 144A under the Act and have completed the

form of certification to that effect attached hereto as Annex 1,

(e) we are not acquiring a Note, directly or indirectly, for or on behalf

of an employee benefit plan or other retirement arrangement subject to the

Employee Retirement Income Security Act of 1974, as amended, and/or Section 4975

of the Internal Revenue Code of 1986, as amended, or any entity, the assets of

which would be deemed plan assets under the Department of Labor regulations set

forth at 29 C.F.R. §2510.3–101; unless we are acquiring a

Class A Note or Class B Note or Class C Note




 




D-2-1





























 




and Prohibited

Transaction Class Exemption (“PTCE”) 84–14,

PTCE 90–1, PTCE 91–38, PTCE 95–60 or PTCE 92–23 or some

other applicable prohibited transaction exemption is applicable to the acquisition

and holdings of such Class A Note or Class B Note, (f) if we are

acquiring a Class C Note, we are a U.S. Person, as such term is defined in

Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended, and

(g) if the purchaser is acquiring a Class C Note, we also are acquiring

Trust Certificates such that the ratio and the Percentage Interest of the Trust

Certificates being acquired to all Trust Certificates and the ratio and the

Percentage Interest of the Class C Notes being acquired to all Class C Notes

are equal.  We are aware that the sale

to us is being made in reliance on Rule 144A.  We are acquiring the Notes for our own account or for resale

pursuant to Rule 144A and further, understand that such Notes may be

resold, pledged or transferred only (i) to a person reasonably believed to

be a qualified institutional buyer that purchases for its own account or for

the account of a qualified institutional buyer to whom notice is given that the

resale, pledge or transfer is being made in reliance on Rule 144A, or

(ii) pursuant to another exemption from registration under the Act.




 




	

   


  	

  Very truly

  yours,


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  Print Name

  of Transferee


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

  Responsible Officer


  





 




D-2-2





























 




ANNEX 1 TO EXHIBIT D–2




 




[FORM OF

CERTIFICATION]




 




[Date]




 




American Capital Strategies, Ltd.,




as the Servicer




2 Bethesda Metro Center




14th Floor




Bethesda, Maryland  20814




Attention:  Chief Financial

Officer and General Counsel




 




Wells Fargo Bank Minnesota, National Association,




as the Indenture Trustee




Sixth and Marquette Avenue, MAC N9311–161




Minneapolis, Minnesota  55479




Attention:  Corporate Trust

Services/Asset Backed Administration




 




Re:                  ACAS Business

Loan Trust Notes, Series 2002–2




Class A, Class B and Class C

Notes




 




Ladies and Gentlemen:




 




In connection with our

purchase of the Notes, the undersigned certifies to each of the parties to whom

this letter is addressed that it is a qualified institutional buyer (as defined

in Rule 144A under the Securities Act of 1933, as amended (the “Act”)) as follows:




 




1.                                       It

owns and/or invests on a discretionary basis eligible securities (excluding

affiliate’s securities, bank deposit notes and CD’s, loan participations,

repurchase agreements, securities owned but subject to a repurchase agreement

and currency, interest rate and commodity swaps), as described below:




 




Amount: 

$                       ;

and




 




2.                                       The

dollar amount set forth above is:




 




a.             greater than $3

million and the undersigned is one of the following entities:




 




(1)                                  o            an insurance company as defined in

Section 2(13) of the Act;* or




 






















*              A purchase by an

insurance company for one or more of its separate accounts, as defined by

section 2(a)(37) of the Investment Company Act of 1940, which are neither

registered nor required to be registered thereunder, shall be deemed to be a

purchase for the account of such insurance company




 




D-2-1





























 




(2)                                  o                                    an

investment company registered under the Investment Company Act or any business

development company as defined in Section 2(a)(48) of the Investment

Company Act of 1940 or as defined in Section 202(a)(22) of the Investment

Advisers Act of 1940; or




 




(3)                                  o                                    a

Small Business Investment Company licensed by the U.S. Small Business

Administration under Section 301(c) or (d) of the Small Business

Investment Act of 1958; or




 




(4)                                  o                                    a

plan (i) established and maintained by a state, its political

subdivisions, or any agency or instrumentality of a state or its political

subdivisions, the laws of which permit the purchase of securities of this type,

for the benefit of its employees and (ii) the governing investment

guidelines of which permit the purchase of securities of this type; or




 




(5)                                  o                                    a

corporation (other than a U.S. bank, savings and loan association or equivalent

foreign institution), partnership, Massachusetts or similar business trust, or

an organization described in Section 501(c)(3) of the Internal Revenue

Code; or




 




(6)                                  o                                    a

U.S. bank, savings and loan association or equivalent foreign institution,

which has an audited net worth of at least $25 million as demonstrated in

its latest annual financial statements as of a date not more than

16 months preceding the date of sale in the case of a U.S. institution or

18 months in the case of a foreign institution; or




 




(7)                                  o                                    an

investment adviser registered under the Investment Advisers Act; or




 




b.                o                                   greater

than $10 million, and the undersigned is a broker–dealer registered with

the SEC; or




 




c.                 o                                   less

than $10 million, and the undersigned is a broker–dealer registered with the

SEC and will only purchase Rule 144A securities in riskless principal

transactions (as defined in Rule 144A); or




 




d.                o                                   less

than $100 million, and the undersigned is an investment company registered

under the Investment Company Act of 1940, which, together with one or more

registered investment companies having the same or an affiliated investment

adviser, owns at least $100 million of eligible securities; or




 




e.                 o                                   less

than $100 million, and the undersigned is an entity, all the equity owners

of which are qualified institutional buyers.




 




The undersigned further

certifies that it is purchasing Notes for its own account or for the account of

others that independently qualify as “Qualified Institutional Buyers” as

defined in Rule 144A.  It is aware

that the sale of the Notes is being made in reliance on its continued




 




D-2-2





























 




compliance with

Rule 144A.  It is aware that the

transferor may rely on the exemption from the provisions of Section 5 of

the Act provided by Rule 144A.  The

undersigned understands that the Notes may be resold, pledged or transferred

only to a person reasonably believed to be a Qualified Institutional Buyer that

purchases for its own account or for the account of a Qualified Institutional

Buyer to whom notice is given that the resale, pledge or transfer is being made

in reliance in Rule 144A.




 




The undersigned agrees

that if at some time before the expiration of the holding period described in

Rule 144 it wishes to dispose of or exchange any of the Notes, it will not

transfer or exchange any of the Notes to a Qualified Institutional Buyer

without first obtaining a letter in the form hereof from the transferee and

delivering such certificate to the addressees hereof.




 




IN WITNESS WHEREOF, this

document has been executed by the undersigned who is duly authorized to do so

on behalf of the undersigned Qualified Institutional Buyer on the

      day of

                 ,

    .




 




	

   


  	

  Name of

  Institution


  
	

   


  	

  Signature


  
	

   


  	

  Name


  
	

   


  	

  Title**


  





 




 






















**           Must be President,

Chief financial Officer, or other executive officer.




 




D-2-3





























 




EXHIBIT E




 




FORM OF TRANSFER

CERTIFICATE FOR RULE 144A GLOBAL NOTE TO


REGULATION S GLOBAL NOTE DURING RESTRICTED PERIOD




 




(Pursuant to Section 4.02(j)(i) of the Indenture)




 




Wells Fargo Bank Minnesota, National Association,




as the Indenture Trustee




Sixth and Marquette Avenue, MAC N9311–161




Minneapolis, Minnesota  55479




Attention:  Corporate Trust

Services/Asset Backed Administration




 




Re:          ACAS Business Loan

Trust Notes, Series 2002–2




Class [A], [B], and [C]




 




Ladies and Gentlemen:




 




Reference is hereby made

to the Indenture, dated as of August 8,

2002 (the “Agreement”), between

ACAS Business Loan Trust 2002–2, as the issuer (the “Issuer”),

and Wells Fargo Bank Minnesota, National Association, as the indenture trustee

(the “Trustee”).  Capitalized terms used but not defined

herein shall have the meanings given to them in the Agreement.




 




This letter relates to

US $[       ]

aggregate current principal amount of Class    

Notes (the “Notes”) which are held in

the form of the Rule 144A Global Note (CUSIP

No.          ) with the

Depository in the name of [insert name of transferor] (the “Transferor”).  The Transferor has requested a transfer of such beneficial

interest for an interest in the Regulation S Global Note (CUSIP

No.           ) to be

held with [Euroclear]

[Clearstream] (Common Code

No.            )

through the Depository.




 




In connection with such

request and in respect of such Notes, the Transferor does hereby certify that

such transfer has been effected in accordance with the transfer restrictions

set forth in the Agreement and pursuant to and in accordance with

Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the

Transferor does hereby certify that:




 




(1)                                  the offer of the

Notes was not made to a person in the United States,




 




(2)                                  [at the time the buy

order was originated, the transferee was outside the United States or the

Transferor and any person acting on its behalf reasonably believed that the

transferee was outside the United States] [the transaction was executed in, on

or through the facilities of a designated offshore securities market and

neither the transferor nor any person acting on its behalf knows that the

transaction was pre–arranged with a buyer in the United States],




 




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(3)                                  the transferee is not

a U.S. Person within the meaning of Rule 902(o) of Regulation S nor a

Person acting for the account or benefit of a U.S. Person,




 




(4)                                  no directed selling

efforts have been made in contravention of the requirements of Rule 903(b)

or Rule 904(b) of Regulation S, as applicable,




 




(5)                                  the transaction is

not part of a plan or scheme to evade the registration requirements of the

Securities Act, and




 




(6)                                  upon completion of

the transaction, the beneficial interest being transferred as described above

will be held with the Depository through [Euroclear] [Clearstream].




 




This certificate and the

statements contained herein are made for your benefit and the benefit of the

Trustee and the Issuer.




 




	

   


  	

  [Insert Name of Transferor]


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
					





 




Dated:




 




 




E-2





























 




EXHIBIT F




 




FORM OF TRANSFER

CERTIFICATE FOR RULE 144A GLOBAL NOTE TO


REGULATION S GLOBAL NOTE AFTER RESTRICTED PERIOD




 




(Pursuant to Section 4.02(j)(ii) of the

Indenture)




 




Wells Fargo Bank Minnesota, National Association,




as the Indenture Trustee




Sixth and Marquette Avenue, MAC N9311–161




Minneapolis, Minnesota  55479




Attention:  Corporate Trust

Services/Asset Backed Administration




 




Re:                               ACAS Business Loan

Trust Notes, Series 2002–2


Class [A], [B] and [C]




 




Ladies and Gentlemen:




 




Reference is hereby made

to the Indenture, dated as of August 8,

2002 (the “Agreement”), between

ACAS Business Loan Trust 2002–2, as the issuer (the “Issuer”), and Wells Fargo Bank Minnesota,

National Association, as the indenture trustee (the “Trustee”).  Capitalized terms used but not defined

herein shall have the meanings given to them in the Agreement.




 




This letter relates to

US $[        ]

aggregate current principal amount of Class    

Notes (the “Notes”) which are held in

the form of the Rule 144A Global Note (CUSIP No.

        ) with the Depository in the name

of [insert

name of transferor] (the “Transferor”).  The Transferor has requested a transfer of

such beneficial interest in the Notes for an interest in the Regulation S

Global Note (Common Code No.      ).




 




In connection with such

request, and in respect of such Notes, the Transferor does hereby certify that

such transfer has been effected in accordance with the transfer restrictions

set forth in the Agreement and, (i) with respect to transfers made in

reliance on Regulation S under the Securities Act of 1933, as amended (the

“Securities Act”), the Transferor does

hereby certify that:




 




(1)                                  the offer of the

Notes was not made to a person in the United States;




 




(2)                                  [at the time the buy order was originated,

the transferee was outside the United States or the Transferor and any person

acting on its behalf reasonably believed that the transferee was outside the

United States] [the transaction was executed in, on or through the facilities

of a designated offshore securities market and neither the Transferor nor any

person acting on its behalf knows that the transaction was pre–arranged with a

buyer in the United States];




 




F-1





























 




(3)                                  no directed selling

efforts have been made in contravention of the requirements of Rule 903(b)

or Rule 904(b) of Regulation S, as applicable; and




 




(4)                                  the transaction is

not part of a plan or scheme to evade the registration requirements of the

Securities Act,




 




or (ii) with respect to transfers made in reliance on

Rule 144 under the Securities Act, the Transferor does hereby certify that

the Notes that are being transferred are not “restricted securities” as defined

in Rule 144 under the Securities Act.




 




This certificate and the

statements contained herein are made for your benefit and the benefit of the

Trustee and the Servicer.




 




	

   


  	

  [Insert Name of Transferor]


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
					





 




Dated:




 




F-2





























 




EXHIBIT G




 




FORM OF TRANSFER

CERTIFICATE REGULATION S GLOBAL NOTE


TO RULE 144A GLOBAL NOTE DURING RESTRICTED PERIOD




 




(Pursuant to Section 4.02(j)(iii)(3)(i) of the

Indenture)




 




Wells Fargo Bank Minnesota, National Association,




as the Indenture Trustee




Sixth and Marquette Avenue, MAC N9311–161




Minneapolis, Minnesota  55479




Attention:  Corporate Trust

Services/Asset Backed Administration




 




Re:                               ACAS Business Loan Trust Notes, Series 2002–2


Class [A], [B] and [C]




 




Ladies and Gentlemen:




 




Reference is hereby made

to the Indenture, dated as of August 8,

2002 (the “Agreement”), between

ACAS Business Loan Trust 2002–2, as the issuer (the “Issuer”), and Wells Fargo Bank Minnesota,

National Association, as the indenture trustee (the “Trustee”).  Capitalized terms used but not defined

herein shall have the meanings given to them in the Agreement.




 




This letter relates to US

$[        ]

aggregate current principal amount of Class    

Notes (the “Notes”) which are held in

the form of the Regulation S Global Note (CUSIP No.

       ) with [Euroclear] [Clearstream] (Common

Code No.          ) through

the Depository in the name of [insert name of transferor] (the “Transferor”).  The Transferor has requested a transfer of such beneficial

interest in the Notes for an interest in the Regulation 144A Global Note

(CUSIP No.            ).




 




In connection with such

request, and in respect of such Notes, the Transferor does hereby certify that

such Notes are being transferred in accordance with (i) the transfer

restrictions set forth in the Agreement and (ii) Rule 144A under the

Securities Act to a transferee that the Transferor reasonably believes is

purchasing the Notes for its own account with respect to which the transferee

exercises sole investment discretion and the transferee and any such account is

a “qualified institutional buyer” within the meaning of Rule 144A, in each

case in a transaction meeting the requirements of Rule 144A and in

accordance with any applicable securities laws of any state of the United

States or any jurisdiction.




 




G-1





























 




This certificate and the statements contained herein are made for your

benefit and the benefit of the Trustee, the Issuer and placement agent of the

offering of the Notes.




 




	

   


  	

  [Insert Name of Transferor]


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
					





 




Dated:




 




G-2





























 




EXHIBIT H




 




FORM OF TRANSFER

CERTIFICATE FOR REGULATION S


GLOBAL NOTE DURING RESTRICTED PERIOD




 




(Pursuant to Section 4.02(l)(iv)(3) of the

Indenture)




 




Wells Fargo Bank Minnesota, National Association,




as the Indenture Trustee




Sixth and Marquette Avenue, MAC N9311–161




Minneapolis, Minnesota  55479




Attention:  Corporate Trust

Services/Asset Backed Administration




 




Re:                               ACAS Business Loan Trust Notes, Series 2002–2


Class [A], [B], and [C]




 




Ladies and Gentlemen:




 




This certificate is

delivered pursuant to Section 4.02

of the Indenture, dated as of August 8,

2002 (the “Agreement”), between

ACAS Business Loan Trust 2002–2, as the issuer (the “Issuer”), and Wells Fargo Bank Minnesota,

National Association, as the indenture trustee (the “Trustee”),

in connection with the transfer by the undersigned (the “Transferor”) to

                 

(the “Transferee”) of

$                  

current principal amount of Class     Notes, in fully

registered form (each, an “Individual Note”),

or a beneficial interest of such aggregate current principal amount in the

Regulation S Global Note (the “Global Note”)

maintained by The Depository Trust Company or its successor as Depository under

the Agreement (such transferred interest, in either form, being the “Transferred Interest”).




 




In connection with such

transfer, the Transferor does hereby certify that such transfer has been

effected in accordance with the transfer restrictions set forth in the

Agreement and the Notes and (i) with respect to transfers made in

accordance with Regulation S (“Regulation S”)

promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Transferor does hereby

certify that:




 




(1)                                  the offer of the

Transferred Interest was not made to a person in the United States;




 




(2)                                  [at the time the buy order was

originated, the Transferee was outside the United States or the Transferor and

any person acting on its behalf reasonably believed that the Transferee was

outside the United States] [the transaction was executed in, on or through the

facilities of a designated offshore securities market and neither the

undersigned nor any person acting on its behalf knows that the transaction was

pre–arranged with a buyer in the United States];




 




(3)                                  the transferee is not

a U.S. Person within the meaning of Rule 902(o) of Regulation S nor a

person acting for the account or benefit of a U.S. Person, and upon completion

of the transaction, the Transferred Interest will be held with the Depository

through [Euroclear]

[Clearstream];




 




H-1





























 




(4)                                  no directed selling

efforts have been made in contravention of the requirements of Rule 903(b)

or Rule 904(b) of Regulation S, as applicable; and




 




(5)                                  the transaction is

not part of a plan or scheme to evade the registration requirements of the

Securities Act.




 




or (ii) with respect to transfers made in reliance on

Rule 144 under the Securities Act, the Transferor does hereby certify that

the Trust Certificates that are being transferred are not “restricted

securities” as defined in Rule 144 under the Securities Act.




 




This certificate and the

statements contained herein are made for your benefit and the benefit of the

Trustee and the Issuer.




 




	

   


  	

  [Insert Name of Transferor]


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
					





 




Dated:




 




H-2





























 




EXHIBIT I




 




FORM OF INVESTOR

CERTIFICATION




 




Date:




 




Wells Fargo Bank Minnesota,




National Association




Sixth Street and Marquette Avenue




MAC N9311–161




Minneapolis, Minnesota  55479




 




Attention:              Corporate

Trust Services–Asset–Backed Administration




 




 




Re:                               ACAS

Business Loan Trust Notes, Series 2002–2


Class A, Class B, and Class C Notes




 




In accordance with Section 7.04 of the Indenture, dated as

of August 8, 2002 (the “Agreement”), by and between ACAS Business

Loan Trust 2002–2, as the issuer, and Wells Fargo Bank Minnesota, National

Association, as the indenture trustee (the “Indenture

Trustee”), with respect to the above–captioned Notes (the “Notes”), the undersigned hereby certifies and

agrees as follows:




 




1.             The undersigned is a beneficial owner of

$           in principal

balance of the Class     Notes.




 




2.             The undersigned is requesting a password pursuant to Section 3.29 of the Agreement for access

to certain information (the “Information”)

on the Indenture Trustee’s website.




 




3.             In consideration of the Indenture Trustee’s disclosure

to the undersigned of the Information, or the password in connection therewith,

the undersigned will keep the Information confidential (except from such

outside persons as are assisting it in connection with the related Notes, from

its accountants and attorneys, and otherwise from such governmental or banking

authorities or agencies to which the undersigned is subject), and such

Information will not, without the prior written consent of the Indenture

Trustee, be otherwise disclosed by the undersigned or by its officers,

directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,

in whole or in part.




 




4.             The undersigned shall be fully liable for any breach of

this agreement by itself or any of its Representatives and shall indemnify the

Indenture Trustee for any loss, liability or expense incurred thereby with

respect to any such breach by the undersigned or any of its Representatives.




 




5.             Capitalized terms used by not defined herein shall have

the respective meanings assigned thereto in the Agreement.




 




I-1





























 




IN WITNESS WHEREOF, the

undersigned has caused its name to be signed hereby by its duly authorized

officer, as of the day and year written above.




 




 




	

   


  	

   


  
	

   


  	

  Beneficial

  Owner


  
	

   


  	

   


  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

   


  
	

   


  	

  Title:


  	

   


  
					





 




 




I-2





























 




TABLE OF CONTENTS




 




	

  ARTICLE

  I


  	

  DEFINITIONS

  AND INCORPORATION BY REFERENCE


  
	

   


  	

   


  
	

  Section 1.01


  	

  Definitions


  
	

   


  	

   


  
	

  Section

  1.02


  	

  Incorporation

  by Reference of Trust Indenture Act


  
	

   


  	

   


  
	

  Section 1.03


  	

  Rules of

  Construction


  
	

   


  	

   


  
	

  ARTICLE II


  	

  THE NOTES


  
	

   


  	

   


  
	

  Section 2.01


  	

  Form


  
	

   


  	

   


  
	

  Section 2.02


  	

  Execution, Authentication and Delivery


  
	

   


  	

   


  
	

  Section 2.03


  	

  Opinions of Counsel


  
	

   


  	

   


  
	

  ARTICLE

  III


  	

  COVENANTS;

  REPRESENTATIONS AND WARRANTIES


  
	

   


  	

   


  
	

  Section 3.01


  	

  Collection of Payments on Loans; Trust

  Accounts


  
	

   


  	

   


  
	

  Section

  3.02


  	

  Maintenance

  of Office or Agency


  
	

   


  	

   


  
	

  Section

  3.03


  	

  Money

  for Payments to be Held in Trust


  
	

   


  	

   


  
	

  Section 3.04


  	

  Existence


  
	

   


  	

   


  
	

  Section

  3.05


  	

  Payment

  of Principal and Interest


  
	

   


  	

   


  
	

  Section

  3.06


  	

  Protection

  of Indenture Collateral


  
	

   


  	

   


  
	

  Section

  3.07


  	

  Opinions

  as to Indenture Collateral


  
	

   


  	

   


  
	

  Section

  3.08


  	

  Furnishing

  of Rule 144A Information


  
	

   


  	

   


  
	

  Section

  3.09


  	

  Performance

  of Obligations; Servicing of Loans


  
	

   


  	

   


  
	

  Section 3.10


  	

  Negative Covenants


  
	

   


  	

   


  
	

  Section

  3.11


  	

  Representations

  and Warranties Concerning the Loans


  
	

   


  	

   


  
	

  Section

  3.12


  	

  Indenture

  Trustee’s Review of Loan Files


  
	

   


  	

   


  
	

  Section

  3.13


  	

  Indenture

  Collateral; Related Documents


  
	

   


  	

   


  
	

  Section

  3.14


  	

  Amendments

  to Transfer and Servicing Agreement


  
	

   


  	

   


  
	

  Section

  3.15


  	

  Servicer

  as Agent and Bailee of Indenture Trustee


  
	

   


  	

   


  
	

  Section 3.16


  	

  Investment Company

  Act


  
	

   


  	

   


  
	

  Section 3.17


  	

  Issuer May Consolidate, etc. Only on

  Certain Terms


  
	

   


  	

   


  
	

  Section 3.18


  	

  Successor or

  Transferee


  
	

   


  	

   


  
	

  Section 3.19


  	

  No Other Business


  
	

   


  	

   


  
	

  Section 3.20


  	

  No Borrowing


  
	

   


  	

   


  
	

  Section 3.21


  	

  Notice of

  Events of Default


  





 




i





























 




	

  Section 3.22


  	

  Further

  Instruments and Acts


  
	

   


  	

   


  
	

  Section 3.23


  	

  Compliance with Laws


  
	

   


  	

   


  
	

  Section

  3.24


  	

  Amendments

  of Trust Agreement


  
	

   


  	

   


  
	

  Section 3.25


  	

  Removal of

  Administrator


  
	

   


  	

   


  
	

  Section

  3.26


  	

  Representations

  and Warranties of Issuer


  
	

   


  	

   


  
	

  Section

  3.27


  	

  Covenants

  of the Issuer Relating to Swaps


  
	

   


  	

   


  
	

  Section 3.28


  	

  Grant of

  Substitute Loans


  
	

   


  	

   


  
	

  Section 3.29


  	

  Determination

  of Note Rate


  
	

   


  	

   


  
	

  ARTICLE

  IV


  	

  THE

  NOTES; SATISFACTION AND DISCHARGE OF INDENTURE


  
	

   


  	

   


  
	

  Section 4.01


  	

  The Notes


  
	

   


  	

   


  
	

  Section

  4.02


  	

  Registration

  of Transfer and Exchange of Notes


  
	

   


  	

   


  
	

  Section 4.03


  	

  Mutilated, Destroyed, Lost or Stolen Notes


  
	

   


  	

   


  
	

  Section

  4.04


  	

  Payment

  of Principal and Interest; Defaulted Interest


  
	

   


  	

   


  
	

  Section 4.05


  	

  Tax Treatment


  
	

   


  	

   


  
	

  Section

  4.06


  	

  Satisfaction

  and Discharge of Indenture


  
	

   


  	

   


  
	

  Section 4.07


  	

  Application of

  Trust Money


  
	

   


  	

   


  
	

  Section

  4.08


  	

  Repayment

  of Moneys Held by Paying Agent


  
	

   


  	

   


  
	

  ARTICLE V


  	

  REMEDIES


  
	

   


  	

   


  
	

  Section 5.01


  	

  Events of Default


  
	

   


  	

   


  
	

  Section

  5.02


  	

  Acceleration

  of Maturity; Rescission and Annulment


  
	

   


  	

   


  
	

  Section

  5.03


  	

  Collection

  of Indebtedness and Suits for Enforcement by Indenture Trustee; Authority of

  Indenture Trustee


  
	

   


  	

   


  
	

  Section 5.04


  	

  Remedies


  
	

   


  	

   


  
	

  Section

  5.05


  	

  Optional

  Preservation of the Indenture Collateral


  
	

   


  	

   


  
	

  Section 5.06


  	

  Priorities


  
	

   


  	

   


  
	

  Section 5.07


  	

  Limitation of Suits


  
	

   


  	

   


  
	

  Section

  5.08


  	

  Unconditional

  Rights of Noteholders to Receive Principal and Interest


  
	

   


  	

   


  
	

  Section

  5.09


  	

  Restoration

  of Rights and Remedies


  
	

   


  	

   


  
	

  Section

  5.10


  	

  Rights and

  Remedies Cumulative


  





 




ii





























 




	

  Section

  5.11


  	

  Delay or

  Omission Not a Waiver


  
	

   


  	

   


  
	

  Section 5.12


  	

  Control by

  Noteholders


  
	

   


  	

   


  
	

  Section 5.13


  	

  Waiver of Past

  Defaults


  
	

   


  	

   


  
	

  Section 5.14


  	

  Undertaking for

  Costs


  
	

   


  	

   


  
	

  Section

  5.15


  	

  Waiver

  of Stay or Extension Laws


  
	

   


  	

   


  
	

  Section 5.16


  	

  Action on Notes


  
	

   


  	

   


  
	

  Section

  5.17


  	

  Performance

  and Enforcement of Certain Obligations


  
	

   


  	

   


  
	

  ARTICLE VI


  	

  THE INDENTURE

  TRUSTEE


  
	

   


  	

   


  
	

  Section 6.01


  	

  Duties of

  Indenture Trustee


  
	

   


  	

   


  
	

  Section 6.02


  	

  Rights of

  Indenture Trustee


  
	

   


  	

   


  
	

  Section

  6.03


  	

  Individual

  Rights of Indenture Trustee


  
	

   


  	

   


  
	

  Section

  6.04


  	

  Indenture

  Trustee’s Disclaimer


  
	

   


  	

   


  
	

  Section

  6.05


  	

  Notice

  of Defaults or Events of Default


  
	

   


  	

   


  
	

  Section

  6.06


  	

  Reports

  by Indenture Trustee to Holders


  
	

   


  	

   


  
	

  Section 6.07


  	

  Compensation

  and Indemnity


  
	

   


  	

   


  
	

  Section

  6.08


  	

  Replacement

  of Indenture Trustee


  
	

   


  	

   


  
	

  Section

  6.09


  	

  Successor

  Indenture Trustee by Merger


  
	

   


  	

   


  
	

  Section

  6.10


  	

  Appointment

  of Co–Indenture Trustee or Separate Indenture Trustee


  
	

   


  	

   


  
	

  Section 6.11


  	

  Eligibility


  
	

   


  	

   


  
	

  Section

  6.12


  	

  Preferential

  Collection of Claims Against Issuer


  
	

   


  	

   


  
	

  Section

  6.13


  	

  Representations

  and Warranties of Indenture Trustee


  
	

   


  	

   


  
	

  Section

  6.14


  	

  Directions

  to Indenture Trustee


  
	

   


  	

   


  
	

  Section 6.15


  	

  Conflicts


  
	

   


  	

   


  
	

  ARTICLE

  VII


  	

  NOTEHOLDERS’

  LISTS AND REPORTS


  
	

   


  	

   


  
	

  Section

  7.01


  	

  Issuer

  to Furnish Indenture Trustee Names and Addresses of Noteholders


  
	

   


  	

   


  
	

  Section

  7.02


  	

  Preservation

  of Information; Communication to Noteholders


  
	

   


  	

   


  
	

  Section 7.03


  	

  Reports by Issuer


  
	

   


  	

   


  
	

  Section 7.04


  	

  Reports by

  Indenture Trustee


  





 




iii





























 




	

  ARTICLE

  VIII


  	

  ACCOUNTS,

  DISBURSEMENTS AND RELEASES


  
	

   


  	

   


  
	

  Section 8.01


  	

  Collection of Money


  
	

   


  	

   


  
	

  Section 8.02


  	

  Trust Accounts


  
	

   


  	

   


  
	

  Section

  8.03


  	

  General

  Provisions Regarding Accounts


  
	

   


  	

   


  
	

  Section

  8.04


  	

  Release

  of Indenture Collateral


  
	

   


  	

   


  
	

  Section 8.05


  	

  Opinion of Counsel


  
	

   


  	

   


  
	

  ARTICLE IX


  	

  SUPPLEMENTAL

  INDENTURES


  
	

   


  	

   


  
	

  Section

  9.01


  	

  Supplemental

  Indentures Without Consent of Noteholders


  
	

   


  	

   


  
	

  Section

  9.02


  	

  Supplemental

  Indentures With Consent of Noteholders


  
	

   


  	

   


  
	

  Section

  9.03


  	

  Execution

  of Supplemental Indentures


  
	

   


  	

   


  
	

  Section

  9.04


  	

  Effect

  of Supplemental Indenture


  
	

   


  	

   


  
	

  Section 9.05


  	

  [Reserved]


  
	

   


  	

   


  
	

  Section

  9.06


  	

  Reference

  in Notes to Supplemental Indentures


  
	

   


  	

   


  
	

  Section

  9.07


  	

  Special

  Supplemental Agreement


  
	

   


  	

   


  
	

  ARTICLE X


  	

  REDEMPTION OF NOTES


  
	

   


  	

   


  
	

  Section 10.01


  	

  Redemption


  
	

   


  	

   


  
	

  Section 10.02


  	

  Form of

  Redemption Notice


  
	

   


  	

   


  
	

  Section

  10.03


  	

  Notes

  Payable on Redemption Date


  
	

   


  	

   


  
	

  ARTICLE XI


  	

  MISCELLANEOUS


  
	

   


  	

   


  
	

  Section

  11.01


  	

  Compliance

  Certificates and Opinions, etc


  
	

   


  	

   


  
	

  Section

  11.02


  	

  Form

  of Documents Delivered to Indenture Trustee


  
	

   


  	

   


  
	

  Section 11.03


  	

  Acts of Noteholders


  
	

   


  	

   


  
	

  Section 11.04


  	

  Notices


  
	

   


  	

   


  
	

  Section

  11.05


  	

  Notices

  to Noteholders; Waiver


  
	

   


  	

   


  
	

  Section

  11.06


  	

  Alternate

  Payment and Notice Provisions


  
	

   


  	

   


  
	

  Section

  11.07


  	

  Effect

  of Headings and Table of Contents


  
	

   


  	

   


  
	

  Section 11.08


  	

  Successors and

  Assigns


  
	

   


  	

   


  
	

  Section 11.09


  	

  Separability


  
	

   


  	

   


  
	

  Section 11.10


  	

  Benefits of

  Indenture


  
	

   


  	

   


  
	

  Section 11.11


  	

  Legal Holidays


  
	

   


  	

   


  
	

  Section 11.12


  	

  Governing Law


  





 




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  Section 11.13


  	

  Counterparts


  
	

   


  	

   


  
	

  Section 11.14


  	

  Recording of

  Indenture


  
	

   


  	

   


  
	

  Section 11.15


  	

  Trust Obligation


  
	

   


  	

   


  
	

  Section 11.16


  	

  No Petition


  
	

   


  	

   


  
	

  Section 11.17


  	

  Inspection


  
	

   


  	

   


  
	

  Section 11.18


  	

  [Reserved]


  
	

   


  	

   


  
	

  Section

  11.19


  	

  Communication

  by Note Owners With Other Note Owners


  
	

   


  	

   


  
	

  Section

  11.20


  	

  Disclaimer

  and Subordination


  





 




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  EXHIBITS


  
	

   


  	

   


  
	

  Exhibit A–1


  	

  Form of Class A Note


  
	

  Exhibit A–2


  	

  Form of Class B Note


  
	

  Exhibit A–3


  	

  Form of Class C Note


  
	

  Exhibit B


  	

  List

  of Loans


  
	

  Exhibit C


  	

  Form of Wiring Instructions


  
	

  Exhibit D–1


  	

  Form of Transfer Letter

  [Non–Rule 144A]


  
	

  Exhibit D–2


  	

  Form of Rule 144A Certification


  
	

  Exhibit E


  	

  Form of Transfer Certificate for

  Rule 144A Global Note to Regulation S Global Note during Restricted

  Period


  
	

  Exhibit F


  	

  Form of Transfer Certificate for

  Rule 144A Global Note to Regulation S Global Note after Restricted

  Period


  
	

  Exhibit G


  	

  Form of Transfer Certificate for

  Regulation S Global Note to Rule 144A Global Note during Restricted

  Period


  
	

  Exhibit H


  	

  Form of Transfer Certificate for

  Regulation S Global Note during Restricted Period


  
	

  Exhibit I


  	

  Form of Investor Certification


  





 




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