Exhibit 4.1


 


Execution Copy


 




 





INDENTURE


 


Dated as of July 26, 2006


 


among


 


HSBC AUTOMOTIVE TRUST (USA) 2006-2


Issuer,


 


THE BANK OF NEW YORK


Indenture Trustee


 


and


 


HSBC BANK USA, NATIONAL ASSOCIATION


Administrator




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE
  I. Definitions and Incorporation by Reference

  	
  1

  
	
   

  	
   

  
	
   

  	
  SECTION 1.1

  	
  Definitions

  	
  1

  
	
   

  	
  SECTION 1.2

  	
  Incorporation
  by Reference of the Trust Indenture Act

  	
  6

  
	
   

  	
  SECTION 1.3

  	
  Rules
  of Construction

  	
  7

  
	
   

  	
  SECTION 1.4

  	
  Action
  by or Consent of Noteholders and Certificateholders

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  II. The Notes

  	
  8

  
	
   

  	
   

  
	
   

  	
  SECTION 2.1

  	
  Form;
  Amount Limited; Issuable in Series

  	
  8

  
	
   

  	
  SECTION 2.2

  	
  Execution,
  Authentication and Delivery

  	
  8

  
	
   

  	
  SECTION 2.3

  	
  Temporary
  Notes

  	
  9

  
	
   

  	
  SECTION 2.4

  	
  Registration;
  Registration of Transfer and Exchange

  	
  9

  
	
   

  	
  SECTION 2.5

  	
  Mutilated,
  Destroyed, Lost or Stolen Notes

  	
  12

  
	
   

  	
  SECTION 2.6

  	
  Persons
  Deemed Owner

  	
  13

  
	
   

  	
  SECTION 2.7

  	
  Payment
  of Principal and Interest; Defaulted Interest

  	
  13

  
	
   

  	
  SECTION 2.8

  	
  Cancellation

  	
  14

  
	
   

  	
  SECTION 2.9

  	
  Reserved

  	
  14

  
	
   

  	
  SECTION 2.10

  	
  Book-Entry
  Notes

  	
  14

  
	
   

  	
  SECTION 2.11

  	
  Notices
  to Clearing Agency

  	
  15

  
	
   

  	
  SECTION 2.12

  	
  Definitive
  Notes

  	
  15

  
	
   

  	
  SECTION 2.13

  	
  Final
  Distribution

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  III. Covenants

  	
  17

  
	
   

  	
   

  
	
   

  	
  SECTION 3.1

  	
  Payment
  of Principal and Interest

  	
  17

  
	
   

  	
  SECTION 3.2

  	
  Maintenance
  of Office or Agency

  	
  17

  
	
   

  	
  SECTION 3.3

  	
  Money
  for Payments to be Held in Trust

  	
  17

  
	
   

  	
  SECTION 3.4

  	
  Existence

  	
  19

  
	
   

  	
  SECTION 3.5

  	
  Protection
  of Series Trust Estate

  	
  19

  
	
   

  	
  SECTION 3.6

  	
  Opinions
  as to Series Trust Estate

  	
  20

  
	
   

  	
  SECTION 3.7

  	
  Performance
  of Obligations; Servicing of Receivables

  	
  21

  
	
   

  	
  SECTION 3.8

  	
  Negative
  Covenants

  	
  21

  
	
   

  	
  SECTION 3.9

  	
  Annual
  Statement as to Compliance

  	
  22

  
	
   

  	
  SECTION 3.10

  	
  Issuer
  May Consolidate, Etc. Only on Certain Terms

  	
  23

  
	
   

  	
  SECTION 3.11

  	
  Successor
  or Transferee

  	
  24

  
	
   

  	
  SECTION 3.12

  	
  No
  Other Business

  	
  25

  
	
   

  	
  SECTION 3.13

  	
  No
  Borrowing

  	
  25

  
	
   

  	
  SECTION 3.14

  	
  Servicer’s
  Obligations

  	
  25

  
	
   

  	
  SECTION 3.15

  	
  Guarantees,
  Loans, Advances and Other Liabilities

  	
  25

  
	
   

  	
  SECTION 3.16

  	
  Capital
  Expenditures

  	
  25

  
	
   

  	
  SECTION 3.17

  	
  Compliance
  with Laws

  	
  25

  
	
   

  	
  SECTION 3.18

  	
  Restricted
  Payments

  	
  26

  
	
   

  	
  SECTION 3.19

  	
  Notice
  of Events of Default

  	
  26

  
	
   

  	
  SECTION 3.20

  	
  Further
  Instruments and Acts

  	
  26

  
	
   

  	
  SECTION 3.21

  	
  Amendments
  of Sale and Servicing Agreement and Trust Agreement

  	
  26

  
	
   

  	
  SECTION 3.22

  	
  Income
  Tax Characterization

  	
  26

  



 


i

















 


	
  ARTICLE
  IV. Satisfaction and Discharge

  	
  26

  
	
   

  	
   

  
	
   

  	
  SECTION 4.1

  	
  Satisfaction
  and Discharge of Indenture

  	
  26

  
	
   

  	
  SECTION 4.2

  	
  Application
  of Trust Money

  	
  28

  
	
   

  	
  SECTION 4.3

  	
  Repayment
  of Monies Held by Note Paying Agent

  	
  28

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  V. Remedies

  	
  28

  
	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.1

  	
  Events
  of Default

  	
  28

  
	
   

  	
  SECTION 5.2

  	
  Collection
  of Indebtedness and Suits for Enforcement by Indenture Trustee

  	
  28

  
	
   

  	
  SECTION 5.3

  	
  Limitation
  of Suits

  	
  30

  
	
   

  	
  SECTION 5.4

  	
  Unconditional
  Rights of Noteholders To Receive Principal and Interest

  	
  31

  
	
   

  	
  SECTION 5.5

  	
  Restoration
  of Rights and Remedies

  	
  31

  
	
   

  	
  SECTION 5.6

  	
  Rights
  and Remedies Cumulative

  	
  31

  
	
   

  	
  SECTION 5.7

  	
  Delay
  or Omission Not a Waiver

  	
  31

  
	
   

  	
  SECTION 5.8

  	
  Limitation
  on Voting of Preferred Stock; Control by Noteholders

  	
  32

  
	
   

  	
  SECTION 5.9

  	
  Waiver
  of Past Defaults

  	
  32

  
	
   

  	
  SECTION 5.10

  	
  Undertaking
  for Costs

  	
  32

  
	
   

  	
  SECTION 5.11

  	
  Waiver
  of Stay or Extension Laws

  	
  33

  
	
   

  	
  SECTION 5.12

  	
  Action
  on Notes

  	
  33

  
	
   

  	
  SECTION 5.13

  	
  Performance
  and Enforcement of Certain Obligations

  	
  33

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VI. The Indenture Trustee and the Administrator

  	
  34

  
	
   

  	
   

  
	
   

  	
  SECTION 6.1

  	
  Duties
  of Indenture Trustee

  	
  34

  
	
   

  	
  SECTION 6.2

  	
  Rights
  of Indenture Trustee

  	
  36

  
	
   

  	
  SECTION 6.3

  	
  Individual
  Rights of Indenture Trustee

  	
  37

  
	
   

  	
  SECTION 6.4

  	
  Indenture
  Trustee’s Disclaimer

  	
  37

  
	
   

  	
  SECTION 6.5

  	
  Notice
  of Defaults

  	
  37

  
	
   

  	
  SECTION 6.6

  	
  Reports
  by Servicer to Holders

  	
  38

  
	
   

  	
  SECTION 6.7

  	
  Indenture
  Trustee Compensation and Indemnification

  	
  38

  
	
   

  	
  SECTION 6.8

  	
  Replacement
  of Indenture Trustee

  	
  39

  
	
   

  	
  SECTION 6.9

  	
  Successor
  Indenture Trustee by Merger

  	
  41

  
	
   

  	
  SECTION 6.10

  	
  Appointment
  of Co-Indenture Trustee or Separate Indenture Trustee

  	
  41

  
	
   

  	
  SECTION 6.11

  	
  Eligibility:
  Disqualification

  	
  42

  
	
   

  	
  SECTION 6.12

  	
  Preferential
  Collection of Claims Against Issuer

  	
  43

  
	
   

  	
  SECTION 6.13

  	
  Representations
  and Warranties of the Indenture Trustee

  	
  43

  
	
   

  	
  SECTION 6.14

  	
  Waiver
  of Setoffs

  	
  43

  
	
   

  	
  SECTION 6.15

  	
  No
  Consent to Certain Acts of Seller

  	
  43

  
	
   

  	
  SECTION 6.16

  	
  Duties,
  Liabilities and Limitations on Liability of Administrator.

  	
  44

  
	
   

  	
  SECTION 6.17

  	
  Administrator
  Compensation and Indemnification.

  	
  45

  
	
   

  	
  SECTION 6.18

  	
  Replacement
  of Administrator.

  	
  46

  
	
   

  	
  SECTION 6.19

  	
  Successor
  Administrator by Merger

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VII. Noteholders’ Lists and Reports

  	
  47

  
	
   

  	
   

  
	
   

  	
  SECTION 7.1

  	
  Issuer
  To Furnish To Indenture Trustee and Administrator Names and Addresses of
  Noteholders

  	
  47

  



 


ii

















 


	
   

  	
  SECTION 7.2

  	
  Preservation
  of Information; Communications to Noteholders

  	
  48

  
	
   

  	
  SECTION 7.3

  	
  Reports
  by Issuer

  	
  48

  
	
   

  	
  SECTION 7.4

  	
  Reports
  by Indenture Trustee

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII. Accounts, Disbursements and Releases

  	
  49

  
	
   

  	
   

  
	
   

  	
  SECTION 8.1

  	
  Collection
  of Money

  	
  49

  
	
   

  	
  SECTION 8.2

  	
  Release
  of Series Trust Estate

  	
  49

  
	
   

  	
  SECTION 8.3

  	
  Opinion
  of Counsel

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IX. Amendments; the Series Supplement

  	
  50

  
	
   

  	
   

  
	
   

  	
  SECTION 9.1

  	
  Amendments
  Without Consent of Noteholders

  	
  50

  
	
   

  	
  SECTION 9.2

  	
  Amendments
  With Consent of Noteholders

  	
  52

  
	
   

  	
  SECTION 9.3

  	
  Series
  Supplement Authorizing the Notes

  	
  53

  
	
   

  	
  SECTION 9.4

  	
  Execution
  of the Series Supplement

  	
  53

  
	
   

  	
  SECTION 9.5

  	
  Effect
  of Series Supplement

  	
  54

  
	
   

  	
  SECTION 9.6

  	
  Conformity
  With Trust Indenture Act

  	
  54

  
	
   

  	
  SECTION 9.7

  	
  Reference
  in Notes to the Series Supplement

  	
  54

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  X. [Reserved]

  	
  54

  
	
   

  	
   

  
	
  ARTICLE
  XI. Miscellaneous

  	
  54

  
	
   

  	
   

  
	
   

  	
  SECTION 11.1

  	
  Compliance
  Certificates and Opinions, etc.

  	
  54

  
	
   

  	
  SECTION 11.2

  	
  Form
  of Documents Delivered to Indenture Trustee

  	
  56

  
	
   

  	
  SECTION 11.3

  	
  Acts
  of Noteholders

  	
  57

  
	
   

  	
  SECTION 11.4

  	
  Notices,
  etc., to Indenture Trustee, Issuer and Rating Agencies

  	
  57

  
	
   

  	
  SECTION 11.5

  	
  Notices
  to Noteholders; Waiver

  	
  58

  
	
   

  	
  SECTION 11.6

  	
  Alternate
  Payment and Notice Provisions

  	
  59

  
	
   

  	
  SECTION 11.7

  	
  Conflict
  with TIA

  	
  59

  
	
   

  	
  SECTION 11.8

  	
  Effect
  of Headings and Table of Contents

  	
  59

  
	
   

  	
  SECTION 11.9

  	
  Successors
  and Assigns

  	
  60

  
	
   

  	
  SECTION 11.10

  	
  Separability

  	
  60

  
	
   

  	
  SECTION 11.11

  	
  Benefits
  of Indenture

  	
  60

  
	
   

  	
  SECTION 11.12

  	
  Legal
  Holidays

  	
  60

  
	
   

  	
  SECTION 11.13

  	
  GOVERNING
  LAW

  	
  60

  
	
   

  	
  SECTION 11.14

  	
  Counterparts

  	
  60

  
	
   

  	
  SECTION 11.15

  	
  Recording
  of Indenture

  	
  60

  
	
   

  	
  SECTION 11.16

  	
  Trust
  Obligation

  	
  61

  
	
   

  	
  SECTION 11.17

  	
  No
  Petition

  	
  61

  
	
   

  	
  SECTION 11.18

  	
  Limited
  Recourse.

  	
  61

  
	
   

  	
  SECTION 11.19

  	
  Inspection

  	
  62

  
	
   

  	
  SECTION 11.20

  	
  Limitation
  of Liability

  	
  62

  
	
   

  	
  SECTION 11.21

  	
  Waiver
  of Jury Trial

  	
  62

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT
  A – Form of Transferee Certificate

  	
   

  



 


iii

















 


INDENTURE
dated as of July 26, 2006, among HSBC AUTOMOTIVE TRUST (USA) 2006-2, a Delaware
statutory trust (the “Issuer”), THE BANK OF NEW YORK, a New York banking
corporation, as indenture trustee (the “Indenture Trustee”) and HSBC BANK USA,
NATIONAL ASSOCIATION, a national banking association, as administrator (the
“Administrator”).


 


In
consideration of the mutual agreements contained herein, and of other good and
valuable consideration the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:


 


GRANTING CLAUSE


 


In
order to secure the due and punctual payment of the principal of and interest
on the Notes when and as the same shall become due and payable, whether as
scheduled, by declaration of acceleration, prepayment or otherwise, the Issuer,
pursuant to the Series Supplement, shall pledge the Series Trust Estate to the
Indenture Trustee, all for the benefit of the Indenture Trustee for the benefit
of the Secured Parties.


 


ARTICLE I.


 


Definitions and
Incorporation by Reference


 


SECTION
1.1         Definitions.
Except as otherwise specified herein, the following terms have the respective
meanings set forth below for all purposes of this Indenture.


 


“Act”
has the meaning specified in Section 11.3(a).


 


“Administrator”
means HSBC Bank USA, National Association, a national banking association, as
administrator under this Indenture and the other Basic Documents to which it is
a party, or any successor administrator hereunder and thereunder.


 


“Authorized
Officer” means, with respect to the Issuer and the Servicer, any officer or
agent acting pursuant to a power of attorney of the Owner Trustee or the
Servicer, as applicable, who is authorized to act for the Owner Trustee or the
Servicer, as applicable, in matters relating to the Issuer and who is
identified on the list of Authorized Officers delivered by each of the Owner
Trustee and the Servicer to the Indenture Trustee and the Administrator on the
Closing Date (as such list may be modified or supplemented from time to time
thereafter).


 


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


 


“Class”
means all of the Notes having the same specified payment terms and priority of
payment.


 


1

















 


“Class
SV Preferred Stock” means the preferred stock of the Seller.


 


“Clearing
Agency” means an organization registered as a “clearing agency” pursuant to
Section 17A of the Exchange Act.


 


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


 


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


 


“Corporate
Trust Office” has the meaning assigned to such term in the Series Supplement.


 


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


 


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


 


“Event
of Default” has the meaning specified in Section 5.1.


 


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


 


“Executive
Officer” means, with respect to any corporation, the Chief Executive Officer,
Chief Operating Officer, Chief Financial Officer, President, Executive Vice President,
any Vice President, the Secretary, the Treasurer, or any Assistant Treasurer of
such corporation.


 


“Form
8-K” means a current report pursuant to Section 13 or Section 15(d) of the
Exchange Act.


 


“Grant”
means mortgage, pledge, bargain, sell, warrant, alienate, remise, release,
convey, assign, transfer, create, 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 Series Trust Estate 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 Series Trust Estate and all other
monies payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and
options, to bring proceedings in the name of the granting party or otherwise
and generally to do and receive anything that the granting party is or may be
entitled to do or receive thereunder or with respect thereto.


 


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


 


2

















 


“Indebtedness”
means, with respect to any Person at any time, (a) indebtedness or liability of
such Person for borrowed money whether or not evidenced by bonds, debentures,
notes or other instruments, or for the deferred purchase price of property or
services (including trade obligations); (b) obligations of such Person as
lessee under leases which should have been or should be, in accordance with
generally accepted accounting principles, recorded as capital leases; (c)
current liabilities of such Person in respect of unfunded vested benefits under
plans covered by Title IV of ERISA; (d) obligations issued for or liabilities
incurred on the account of such Person; (e) obligations or liabilities of such Person
arising under acceptance facilities; (f) obligations of such Person under any
guarantees, endorsements (other than for collection or deposit in the ordinary
course of business) and other contingent obligations to purchase, to provide
funds for payment, to supply funds to invest in any Person or otherwise to
assure a creditor against loss; (g) obligations of such Person secured by any
lien on property or assets of such Person, whether or not the obligations have
been assumed by such Person; or (h) obligations of such Person under any
interest rate or currency exchange agreement.


 


“Indenture
Trustee” means, initially, The Bank of New York, a New York banking
corporation, not in its individual capacity but as trustee under this
Indenture, or any successor trustee under this Indenture.


 


“Indenture
Trustee Fee” means the fees due to the Indenture Trustee, as may be set forth
in that certain fee letter, dated as of the date hereof between the Servicer
and the Indenture Trustee.


 


“Independent”
means, when used with respect to any specified Person, that the person (a) is
in fact independent of the Issuer, any other obligor upon the Notes, the Seller
and any Affiliate of any of the foregoing persons, (b) does not have any direct
financial interest or any material indirect financial interest in the Issuer,
any such other obligor, the Seller or any Affiliate of any of the foregoing
Persons and (c) is not connected with the Issuer, any such other obligor, the
Seller 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 11.1, prepared by an Independent appraiser
or other expert appointed pursuant to an Issuer Order and approved by the
Indenture Trustee in the exercise of reasonable care, and such opinion or certificate
shall state that the signer has read the definition of “Independent” in this
Indenture and that the signer is Independent within the meaning thereof.


 


“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 and/or the Administrator, as the case may be.


 


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


 


3

















 


“Notes”
means the Notes authenticated and delivered under this Indenture.


 


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


 


“Note
Paying Agent” means the Administrator or any other Person that meets the
eligibility standards for the Indenture Trustee specified in Section 6.11 and
is authorized by the Issuer to make payments to and distributions from the
Collection Account, including payment of principal of or interest on the Notes
on behalf of the Issuer.


 


“Note
Register” and “Note Registrar” have the respective meanings specified in
Section 2.4.


 


“Officer’s
Certificate” means a certificate signed by any Authorized Officer of the
Issuer, under the circumstances described in, and otherwise complying with, the
applicable requirements of Section 11.1 and TIA § 314, and delivered to
the Indenture Trustee and/or the Administrator, as the case may be. Unless
otherwise specified, any reference in this Indenture to an Officer’s
Certificate shall be to an Officer’s Certificate of any Authorized Officer of
the Issuer. Each certificate with respect to compliance with a condition or
covenant provided for in this Indenture shall include (1) a statement that the
Authorized Officer signing the certificate has read such covenant or condition;
(2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements contained in such certificate are
based; (3) a statement that in the opinion of such person, he has made such examination
or investigation as is necessary to enable him to express an informed opinion
as to whether or not such covenant or condition has been complied with; and (4)
a statement as to whether or not, in the opinion of such person, such condition
or covenant has been complied with.


 


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


 


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


 


(ii)           Notes
or portions thereof the payment for which money in the necessary amount has
been theretofore deposited with the Indenture Trustee or any Note 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 the Series Supplement or provision therefor, satisfactory to the
Indenture Trustee and the Administrator, has been made); and


 


(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 


 


4

















 


the
Indenture Trustee and the Administrator 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 of the Notes have given any
request, demand, authorization, direction, notice, consent or waiver hereunder
or under any Basic Document, Notes owned by the Issuer, any other obligor upon
the Notes, the Seller or any Affiliate of any of the foregoing Persons shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Indenture Trustee and/or the Administrator 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 or the Administrator, as the case may be, either actually knows to be
so owned or has received written notice thereof 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 or the
Administrator, as the case may be, 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 Seller or any Affiliate of any of the foregoing Persons.


 


“Outstanding
Amount” means the aggregate principal amount of all Notes, or Class of Notes,
as applicable, Outstanding at the date of determination.


 


“Owner
Trustee” has the meaning assigned to such term in the Trust Agreement.


 


“Predecessor
Note” means, with respect to any particular Note, every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.5 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.


 


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


 


“Record
Date” means, with respect to a Distribution Date, the close of business on the
Business Day immediately preceding such Distribution Date. However, if
Definitive Notes are issued, the Record Date shall be the last Business Day of
the month preceding a Distribution Date.


 


“Registration
Statement” has the meaning specified therefor in the Securities Act.


 


“Responsible
Officer” means, with respect to the Indenture Trustee, the Administrator or the
Owner Trustee, any officer within the Corporate Trust Office of the Indenture
Trustee, the Administrator or the Owner Trustee, as the case may be, including
any Vice President, Assistant Vice President, Assistant Treasurer, Assistant
Secretary, Financial Services Officer or any other officer of the Indenture
Trustee, the Administrator or the Owner Trustee, as the case may be,
customarily performing functions similar to 


 


5

















 


those performed by any of the above
designated officers and in each case having direct responsibility for the
administration of this Indenture.


 


“Sale
and Servicing Agreement” has the meaning assigned to such term in the Series
Supplement.


 


“Secured
Parties” has the meaning assigned to such term in the Series Supplement.


 


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


 


“Series
Supplement” means the Series Supplement, dated as of July 26, 2006, among the
Servicer, the Issuer, the Seller, the Indenture Trustee, the Owner Trustee and
the Administrator, as such agreement may be amended or supplemented from time
to time.


 


“Series
Trust Estate” has the meaning assigned to such term in the Series Supplement.


 


“S&P”
means Standard & Poor’s Rating Services, a division of The McGraw-Hill
Companies, Inc., or its successor.


 


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


 


“Tranche”
means all of the Notes having the same date of authentication.


 


“Trust
Agreement” has the meaning assigned to such term in the Series Supplement.


 


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


 


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


 


“Unregistered
Note” means a Note which is not being offered for sale hereunder pursuant to a
Registration Statement.


 


Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to them in the Sale and Servicing Agreement, the Series Supplement or
the Trust Agreement.


 


SECTION
1.2         Incorporation by
Reference of the 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:


 


6

















 


“Commission”
means the Securities and Exchange Commission.


 


“indenture
securities” means the Notes.


 


“indenture
security holder” means a Noteholder.


 


“indenture
to be qualified” means this Indenture.


 


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


 


“obligor”
on the indenture securities means the Issuer.


 


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


 


SECTION
1.3         Rules of
Construction . Unless the context otherwise requires:


 


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


 


(ii)           an accounting term not otherwise
defined has the meaning assigned to it in accordance with generally accepted
accounting principles as in effect from time to time;


 


(iii)          “or” is not exclusive;


 


(iv)          “including” means including without
limitation; and


 


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


 


SECTION
1.4         Action by or
Consent of Noteholders and Certificateholders. Whenever any
provision of this Indenture refers to action to be taken, or consented to, by
Noteholders or Certificateholders, such provision shall be deemed to refer to
the Certificateholder or Noteholder, as the case may be, of record as of the
Record Date immediately preceding the date on which such action is to be taken,
or consent given, by Noteholders or Certificateholders. Solely for the purposes
of any action to be taken, or consented to, by Noteholders or
Certificateholders, any Note or Certificate registered in the name of Seller or
any Affiliate thereof shall be deemed not to be Outstanding (except in the
event that the Seller and/or an Affiliate thereof then owns all outstanding
Certificates and Outstanding Notes); provided, however, that,
solely for the purpose of determining whether the Indenture Trustee is entitled
to rely upon any such action or consent, only Notes or Certificates that a Responsible
Officer of the Owner Trustee or the Indenture Trustee, as the case may be,
either actually knows to be so owned or has received written notice thereof
shall be so disregarded.


 


7

















 


ARTICLE II.



The Notes


 


SECTION
2.1         Form; Amount
Limited; Issuable in Series.


 


(a)           The Notes shall be in substantially the
form set forth in the Series Supplement, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture or the Series Supplement and which do not affect the rights,
duties or obligations of the Indenture Trustee or the Administrator without the
consent of the Indenture Trustee or the Administrator, respectively, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution of the Notes.
Any portion of the text of any Note may be set forth on the reverse thereof,
with an appropriate reference thereto on the face of the Note.


 


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


 


Each
Note shall be dated the date of its authentication. The terms of the Notes set
forth in the Series Supplement are part of the terms of this Indenture.


 


(b)           The aggregate principal amount of Notes
which may be authenticated and delivered and Outstanding at any time under this
Indenture is not limited; provided that the Series Supplement may so
limit the aggregate principal amount of Notes. The Notes shall be issued in a
series, and may be issued in Classes and/or Tranches within such series (and
Tranches within a Class).


 


No
Notes shall be issued under this Indenture unless such Notes have been
authorized pursuant to the Series Supplement, and all conditions precedent to
the issuance thereof, as specified in the Series Supplement, shall have been
satisfied.


 


All
Notes issued under this Indenture shall be in all respects equally and ratably
entitled to the benefits hereof and secured by the Series Trust Estate without
preference, priority or distinction on account of the actual time or times of
authentication and delivery, all in accordance with the terms and provisions
hereof and the Series Supplement.


 


SECTION
2.2         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 original or facsimile.


 


Notes
bearing the original 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 


 


8

















 


authentication and delivery of such Notes or
did not hold such offices at the issuance date of such Notes.


 


The
Notes shall be issuable in the denominations specified in the Series
Supplement.


 


No
Note shall be entitled to any benefit under this Indenture or the Series Supplement
or be valid or obligatory for any purpose, unless there appears attached to
such Note a certificate of authentication, substantially in the form attached
as Exhibit B to the Series Supplement, executed by the Administrator by the
manual signature of one of its authorized signatories, and such certificate
attached to any Note shall be conclusive evidence, and the only evidence, that
such Note has been duly authenticated and delivered hereunder.


 


SECTION
2.3         Temporary Notes.
Pending the preparation of Definitive Notes of any Class or Tranche, the Issuer
may execute, and upon receipt of an Issuer Order prepared and delivered by the
Servicer, the Administrator shall authenticate and deliver, temporary Notes
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, of the tenor of the Definitive Notes in lieu of which they are issued
and with such variations not inconsistent with the terms of this Indenture as
the officers executing such Notes may determine, as evidenced by their execution
of such Notes.


 


If
temporary Notes of any Class or Tranche are issued, the Issuer will cause
Definitive Notes of such Class or Tranche to be prepared without unreasonable
delay. After the preparation of Definitive Notes of such Class or Tranche, the
temporary Notes shall be exchangeable for Definitive Notes of such Class or
Tranche upon surrender of the temporary Notes at the office or agency of the
Issuer to be maintained as provided in Section 3.2, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Notes, the
Issuer shall execute and, upon receipt of an Issuer Order, the Administrator
shall authenticate and deliver in exchange therefor a like principal amount of
Definitive Notes of such Class or Tranche of authorized denominations. Until so
exchanged, the temporary Notes of any Class or Tranche shall in all respects be
entitled to the same benefits under this Indenture and the Series Supplement as
Definitive Notes of such Class or Tranche.


 


SECTION
2.4         Registration;
Registration of Transfer and Exchange. The Issuer shall cause to be
kept a register (the “Note Register”) in which, subject to such reasonable
regulations as it may prescribe, the Issuer shall provide for the registration
of Notes and the registration of transfers of Notes. The Administrator shall be
“Note Registrar” for the purpose of registering Notes and transfers of Notes as
herein provided. Upon any resignation of any Note Registrar, the Issuer shall
promptly appoint a successor or, if it elects not to make such an appointment,
assume the duties of Note Registrar.


 


If
a Person other than the Administrator is appointed by the Issuer as Note
Registrar, the Issuer will give the Indenture Trustee and the Administrator
prompt written notice of the appointment of such Note Registrar and of the
location, and any change in 


 


9

















 


the location, of the Note Register. The
Indenture Trustee and, if it is no longer serving as Note Registrar hereunder,
the Administrator, shall have the right to inspect the Note Register at all
reasonable times and to obtain copies thereof. The Indenture Trustee and the
Administrator shall have the right to rely upon a certificate executed on
behalf of the Note Registrar by an Authorized Officer thereof as to the names
and addresses of the Holders of the Notes and the principal amounts and number
of such Notes.


 


Upon
surrender for registration or transfer of any Note at the office or agency of
the Issuer to be maintained as provided in Section 3.2, and if the requirements
of Section 8-401(1) of the UCC are met, the Issuer shall execute and cause the
Administrator to authenticate one or more new Notes, in any authorized
denominations, of the same class and a like aggregate principal amount. A
Noteholder may also obtain from the Administrator, in the name of the
designated transferee or transferees one or more new Notes, in any authorized
denominations, of the same Class and Tranche, as applicable, and a like
aggregate principal amount. Such requirements shall not be deemed to create a
duty in the Administrator, nor shall the Administrator have any duty, to
monitor the compliance by the Issuer with Section 8-401 of the UCC.


 


At
the option of the Holder, Notes of any Class or Tranche may be exchanged for
other Notes of such Class or Tranche in any authorized denominations of the
same Class (and Tranche, if applicable) and a like aggregate principal amount,
upon surrender of the Notes to be exchanged at such office or agency. Whenever
any Notes are so surrendered for exchange, and if the requirements of Section
8-401(1) of the UCC are met, the Issuer shall execute and upon its written
request the Administrator shall authenticate the Notes which the Noteholder
making the exchange is entitled to receive. Such requirements shall not be
deemed to create a duty in the Administrator, nor shall the Administrator have
any duty, to monitor the compliance by the Issuer with Section 8-401 of the
UCC.


 


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


 


Unless
specified in the Series Supplement, every Note presented or surrendered for
registration of transfer or exchange shall, unless specified in the Series
Supplement, be (i) duly endorsed by, or be accompanied by a written instrument
of transfer in the form attached as an exhibit to the Note duly executed by the
Holder thereof or such Holder’s attorney duly authorized in writing, with such
signature guaranteed by an “eligible guarantor institution” meeting the
requirements of the Note Registrar which requirements include membership or
participation in Securities Transfer Agents Medallion Program (“Stamp”) or such
other “signature guarantee program” as may be determined by the Note Registrar
in addition to, or in substitution for, Stamp, all in accordance with the Exchange
Act, and (ii) accompanied by such other documents as the Note Registrar may
require.


 


10

















 


No
service charge shall be made to a Holder for any registration of transfer or
exchange of Notes, but the Note Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes.


 


Notwithstanding,
the preceding provisions of this section, the Issuer shall not be required to
make, and the Note Registrar shall not register, transfers or exchanges of
Notes selected for redemption for a period of 15 days preceding a Distribution
Date.


 


The
Note Registrar shall not register the transfer of a Definitive Note unless the
transferee has executed and delivered to the Administrator a certification, in
the form of Exhibit A hereto, to the effect that either (i) the
transferee is not (A) an employee benefit plan (within the meaning of Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”)) that is subject to Title I of ERISA or (B) a plan (within the
meaning of Section 4975(e)(1) of the Code) that is subject to Section 4975 of
the Code (each of the foregoing, a “Plan”), and is not acting on behalf of or
investing the assets of a Plan or (ii) that the transferee’s acquisition and
continued holding of the Definitive Note will be covered by a prohibited
transaction class exemption issued by the U.S. Department of Labor. Each Note Owner
that purchases a Book-Entry Note, or to whom a Book-Entry Note is transferred,
shall be deemed to represent that either (i) it is not a Plan and is not acting
on behalf of or investing the assets of a Plan or (ii) its acquisition and
continued holding of the Book-Entry Note will be covered by a prohibited
transaction class exemption issued by the U.S. Department of Labor.


 


No
Holder of an Unregistered Note shall transfer its Note, unless (i) such
transfer is made in accordance with Rule 144A under the Securities Act or (ii)
pursuant to an exemption from registration provided by Rule 144 under the
Securities Act (if available) and the registration and qualification
requirements under applicable state securities laws.


 


Each
Unregistered Note issued hereunder will contain the following legend limiting
sales to “Qualified Institutional Buyers” within the meaning of Rule 144A under
the Securities Act:


 


THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND HAS NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR REGULATORY
AUTHORITY OF ANY STATE. THIS NOTE HAS BEEN OFFERED AND SOLD PRIVATELY. THE
HOLDER HEREOF ACKNOWLEDGES THAT THESE SECURITIES ARE “RESTRICTED SECURITIES” THAT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT AND AGREES FOR THE BENEFIT OF THE OBLIGORS AND ITS AFFILIATES THAT THESE
SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
(A) TO A PERSON WHOM 


 


11

















 


THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (B) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.


 


SECTION
2.5         Mutilated,
Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is
surrendered to the Administrator or the Note Registrar, or the Administrator or
the Note Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Note, and (ii) there is delivered to each of the
Issuer, the Administrator and the Note Registrar such security or indemnity as
may be required by it to hold the Issuer, the Administrator and the Note
Registrar harmless, then, in the absence of notice to the Issuer, the
Administrator or the Note Registrar that such Note has been acquired by a bona
fide purchaser, and provided that the requirements of Section 8-405 of the UCC
are met, the Issuer shall execute and upon its written request the
Administrator shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Note, a replacement Note of the same
Class or Tranche (such requirement shall not be deemed to create a duty in the
Administrator to monitor the compliance by the Issuer with Section 8-405); provided,
however, that if any such destroyed, lost or stolen Note, but not a
mutilated Note, shall have become, or within seven days shall be due and
payable, or shall have been called for redemption pursuant to the terms of the
Series Supplement, the Issuer may, instead of issuing a replacement Note,
direct the Administrator, in writing, to pay such destroyed, lost or stolen
Note when so due or payable or upon the redemption date without surrender
thereof. If, after the delivery of such replacement Note or payment of a
destroyed, lost or stolen Note pursuant to the proviso in the preceding
sentence, a bona fide purchaser of the original Note in lieu of which such
replacement Note was issued presents for payment such original Note, the
Issuer, the Administrator and the Note Registrar 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
bona fide 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 Administrator in connection therewith.


 


Upon
the issuance of any replacement Note under this Section, 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 Administrator)
connected therewith.


 


Every
replacement Note issued pursuant to this Section in replacement of any
mutilated, destroyed, lost or stolen Note shall constitute an original
additional 


 


12

















 


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 and the Series Supplement equally and proportionately with any and
all other Notes duly issued hereunder.


 


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


 


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


 


SECTION
2.7         Payment of
Principal and Interest; Defaulted Interest.


 


(a)           The Notes shall accrue interest as
provided in the form of Note set forth in the Series Supplement and such
interest shall be due and payable on each Distribution Date as specified
therein. Any installment of interest or principal, if any, payable on any Note
which is punctually or duly provided for by the Issuer on the applicable
Distribution Date shall be paid, as provided in the Series Supplement, or if
not so provided to the Person in whose name such Note (or one or more
Predecessor Notes) 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, if the Notes are Book-Entry
Notes, unless Definitive Notes have been issued pursuant to Section 2.12, with
respect to Notes registered on the Record Date in the name of the nominee of
the Clearing Agency (initially, such nominee to be Cede & Co.), payment
will be made by wire transfer in immediately available funds to the account
designated by such nominee and except for the final installment of principal
payable with respect to such Note on a Distribution Date or on the Final
Scheduled Distribution Date as set forth in the Series Supplement which shall
be payable as provided below. The funds represented by any such checks returned
undelivered shall be held in accordance with Section 3.3.


 


(b)           The principal of each Note shall be
payable in installments on each Distribution Date as provided in the form of
Note set forth in the Series Supplement. 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 Notes are declared to be immediately due and payable
in the manner provided in the Series Supplement. Upon written notice from the
Servicer on behalf of the Issuer, the Administrator shall notify the Person in
whose name a Note is registered at the close of business on the Record Date
preceding the Distribution Date on which the Issuer expects that the final
installment of principal of and interest on 


 


13

















 


such
Note will be paid. Such notice may be mailed or transmitted by facsimile prior
to such final Distribution Date and may 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.


 


(c)           If the Issuer defaults in a payment of
interest on the Notes, the Issuer shall pay defaulted interest (plus interest
on such defaulted interest to the extent lawful) at the applicable Note Rate to
the extent lawful. Unless otherwise provided in the Series Supplement, the
Issuer may pay such defaulted interest to the Persons who are Noteholders on a
subsequent special record date, which date shall be at least five Business Days
prior to the payment date. The Issuer shall fix or cause to be fixed any such
special record date and payment date, and, at least 15 days before any such
special record date, the Issuer shall mail to each Noteholder, the Indenture
Trustee and the Administrator a notice that states the special record date, the
payment date and the amount of defaulted interest to be paid.


 


SECTION
2.8         Cancellation.
All Notes surrendered for payment, registration of transfer, exchange or
redemption shall, if surrendered to any Person other than the Administrator, be
delivered to the Note Registrar and shall be promptly canceled by the Note
Registrar in accordance with its customary procedures. The Issuer may at any
time deliver to the Note Registrar for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly canceled by the
Note Registrar in accordance with its customary procedures. No Notes shall be
authenticated in lieu of or in exchange for any Notes canceled as provided in
this Section, except as expressly permitted by this Indenture. All canceled
Notes may be held or disposed of by the Note Registrar in accordance with its
standard retention or disposal policy as in effect at the time.


 


SECTION
2.9         Reserved.


 


SECTION
2.10       Book-Entry Notes.
The Notes, upon original issuance, may be issued in the form of typewritten
Notes representing the Book-Entry Notes, to be delivered to The Depository
Trust Company or its agent, the initial Clearing Agency, by, or on behalf of,
the Issuer. Such Notes may initially be registered on the Note Register in the
name of Cede & Co., the nominee of the initial Clearing Agency, and no Note
Owner will receive a Definitive Note representing such Note Owner’s interest in
such Note, except as provided in Section 2.12. Unless and until definitive,
fully registered Notes (the “Definitive Notes”) have been issued to Note Owners
pursuant to Section 2.12:


 


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


 


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


 


14

















 


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


 


(iv)          the rights of Note Owners shall be
exercised only through the Clearing Agency and shall be limited to those
established by law and agreements between such Note Owners and the Clearing
Agency and/or the Clearing Agency Participants. Unless and until Definitive
Notes are issued pursuant to Section 2.12, the initial Clearing Agency will
make book-entry transfers among the Clearing Agency Participants and receive
and transmit payments of principal of and interest on the Notes to such
Clearing Agency Participants;


 


(v)           whenever this Indenture requires or
permits actions to be taken based upon instructions or directions of Holders of
Notes evidencing a specified percentage of the Outstanding Amount of the Notes,
the Clearing Agency shall be deemed to represent such percentage only to the
extent that it has received instructions to such effect from Note Owners and/or
Clearing Agency Participants owning or representing, respectively, such
required percentage of the beneficial interest in the Notes or in the Notes of
a Class, as the case maybe, and has delivered such instructions to the
Indenture Trustee and/or the Administrator, as the case may be; and


 


(vi)          Note Owners may receive copies of any
reports sent to Noteholders pursuant to this Indenture, upon written request,
together with a certification that they are Note Owners and payment of
reproduction and postage expenses associated with the distribution of such
reports, from the Administrator at the Corporate Trust Office or, if
applicable, on the Administrator’s web-site specified in the Series Supplement.


 


SECTION
2.11       Notices to
Clearing Agency. With respect to any Notes which are Book Entry
Notes, whenever a notice or other communication to the Noteholders is required
under this Indenture, unless and until Definitive Notes shall have been issued
to Note Owners pursuant to Section 2.12, the Indenture Trustee or the
Administrator, as the case may be, shall give all such notices and
communications specified herein to be given to Holders of the Notes to the Clearing
Agency, and shall have no obligation to the Note Owners.


 


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


 


15

















 


the case of (iii), shall notify all Note
Owners, the Servicer, the Indenture Trustee and the Administrator of the
occurrence of any such event and of the availability of Definitive Notes to
Note Owners requesting the same. Upon surrender to the Administrator of the
typewritten Note or Notes representing the Book-Entry Notes by the Clearing
Agency, accompanied by registration instructions, the Issuer shall execute, and
upon the written direction of the Issuer the Administrator shall authenticate,
the Definitive Notes in accordance with the instructions of the Clearing
Agency. None of the Issuer, the Note Registrar, the Indenture Trustee or the
Administrator shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Notes, the Indenture Trustee, the
Administrator and the Note Registrar shall recognize the Holders of the
Definitive Notes as Noteholders.


 


SECTION
2.13       Final Distribution.


 


(a)           Upon receiving notice from the Servicer
of the Distribution Date (or other date) on which the Noteholders of any Class
may surrender their Notes for payment of the final distribution on and cancellation
of such Notes, the Administrator shall provide notice to the Noteholders of
such Class specifying (i) the date upon which final payment of such Class
will be made upon presentation and surrender of Notes (if required) of such
Class at the office or offices therein designated, (ii) the amount of any
such final payment and (iii) that the Record Date otherwise applicable to
such payment date is not applicable, payments being made only upon presentation
and surrender of such Notes at the office or offices therein specified. The
Administrator will notify the Noteholders of the date for payment of the final
distribution on and cancellation of such Notes not later than two days before
such date. Unless it is serving in the related functions, the Administrator
shall give a copy of such notice to the Indenture Trustee, the Note Registrar
and the Note Paying Agent at the time such notice is given to Noteholders.


 


(b)           Notwithstanding a final distribution to
the Noteholders of any Class, except as otherwise provided in this paragraph,
all funds then on deposit in the Collection Account and the Trust Accounts
shall continue to be held in trust for the benefit of such Noteholders, and the
Note Paying Agent or the Administrator shall pay such funds to such Noteholders
upon surrender of their Notes. In the event that all such Noteholders shall not
surrender their Notes for cancellation within six months after the date
specified in the notice from the Administrator described in paragraph (a), the
Administrator shall give a second notice to the remaining such Noteholders to
surrender their Notes for cancellation and receive the final distribution with
respect thereto. If within one year after the second notice all such Notes
shall not have been surrendered for cancellation, the Administrator may take
appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining such Noteholders concerning surrender of their Notes, and
the cost thereof shall be paid out of the funds in the account held for the
benefit of such Noteholders. The Administrator and the Note Paying Agent shall
upon written request pay to the Issuer any moneys held by them for the payment
of principal or interest that remains unclaimed for two years. After payment to
the Issuer, Noteholders entitled to such monies must look to the Issuer for
payment as general unsecured creditors, unless an applicable abandoned property
law designates another Person and all 


 


16

















 


liability
of the Indenture Trustee, the Administrator or such Note Paying Agent with
respect to such trust monies shall thereupon cease.


 


(c)           Any notice required or permitted to be
given to a Holder of Registered Notes shall be given by first-class mail,
postage prepaid, at the address of such Holder as shown in the Note Register.


 


ARTICLE III.



Covenants


 


SECTION
3.1         Payment of
Principal and Interest. The Issuer will duly and punctually pay or
cause to be paid the principal of and interest on the Notes in accordance with
the terms of the Notes, this Indenture and the Series Supplement. Amounts
properly withheld under the Code by any Person from a payment to any Noteholder
of interest and/or principal shall be considered as having been paid by the
Issuer to such Noteholder for all purposes of this Indenture.


 


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


 


SECTION
3.3         Money for Payments
to be Held in Trust. One Business Day prior to each Distribution
Date, the Issuer shall deposit or cause to be deposited to the Collection
Account Available Funds (which shall be immediately available) with respect to
the related Collection Period. Such sum shall be held in trust for the benefit
of the Persons entitled thereto and (unless the Note Paying Agent is the
Administrator), the Issuer shall promptly notify the Administrator of its
action or failure so to act.


 


The
Issuer hereby appoints the Person serving as Administrator as Note Paying Agent
to make payments to Noteholders on behalf of the Issuer in accordance with the
provisions of the Notes, this Indenture and the Series Supplement, and such
Person hereby accepts such appointment (subject to removal in the event it no
longer serves as Administrator pursuant to Section 6.18).


 


The
Issuer will cause each Note Paying Agent other than the Indenture Trustee or
the Administrator to execute and deliver to the Indenture Trustee an instrument
in which such Note Paying Agent shall agree with the Indenture Trustee (and 


 


17

















 


if the Indenture Trustee or the Administrator
acts as Note Paying Agent with respect to clauses (i) and (v), it hereby so
agrees), subject to the provisions of this Section, that such Note 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 written
notice of any default by the Issuer of which a Responsible Officer of the Note
Paying Agent has actual knowledge (or any other obligor upon the Notes) in the
making of any payment required to be made with respect to the Notes;


 


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


 


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


 


(v)           comply with all requirements of the
Code 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 and the Series Supplement or for any other purpose,
by Issuer Order direct any Note Paying Agent to pay to the Indenture Trustee
all sums held in trust by such Note Paying Agent, such sums to be held by the
Indenture Trustee upon the same trusts as those upon which the sums were held
by such Note Paying Agent; and upon such a payment by any Note Paying Agent to
the Indenture Trustee, such Note Paying Agent shall be released from all
further liability with respect to such money.


 


The
Issuer hereby appoints the Person serving as Administrator, as Certificate
Paying Agent to make payments to Certificateholders on behalf of the Issuer in
accordance with the provisions of the Certificates, this Indenture and the
Trust Agreement, and such Person hereby accepts such appointment (subject to
removal in the event it no longer serves as Administrator pursuant to
Section 6.18) and further agrees that it will be bound by the provisions
of the Trust Agreement relating to the Certificate Paying Agent and will:


 


(i)            hold all sums held by it for the
payment of amounts due with respect to the Certificates 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 


 


18

















 


provided and as provided
in the Trust Agreement and pay such sums to such Persons as herein and therein
provided;


 


(ii)           give the Owner Trustee notice of any
default by the Issuer of which a Responsible Officer of the Certificate Paying
Agent has actual knowledge in the making of any payment required to be made
with respect to the Certificates;


 


(iii)          at any time during the continuance of
any such default, upon the written request of the Owner Trustee forthwith pay
to the Owner Trustee on behalf of the Issuer all sums so held in Trust by such
Certificate Paying Agent;


 


(iv)          immediately resign as a Certificate
Paying Agent and forthwith pay to the Owner Trustee on behalf of the Issuer all
sums held by it in trust for the payment of Certificates if at any time it
ceases to meet the standards required to be met by a Note Paying Agent at the
time of its appointment; and


 


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


 


SECTION
3.4         Existence.
Except as otherwise permitted by the provisions of Section 3.10, the Issuer
will keep in full effect its existence, rights and franchises as a statutory
trust under the laws of the State of Delaware (unless it becomes, or any
successor Issuer hereunder is or becomes, organized under the laws of any other
state or of the United States of America, 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 Series
Supplement, the Notes and each other instrument or agreement included in the
Series Trust Estate.


 


SECTION
3.5         Protection of
Series Trust Estate. The Issuer intends the security interest
Granted pursuant to this Indenture and the Series Supplement in favor of the
Secured Parties to be prior to all other liens in respect of the Series Trust
Estate, and the Issuer shall take all actions necessary to obtain and maintain,
in favor of the Indenture Trustee for the benefit of the Secured Parties a
first lien on and a first priority, perfected security interest in the Series
Trust Estate. The Issuer will: (a) from time to time prepare (or shall cause to
be prepared), execute and deliver all such supplements and amendments hereto and
all such financing statements, continuation statements, instruments of further
assurance and other instruments, (b) authenticate such records, and (c) take
such other action necessary or advisable to:


 


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


 


19

















 


(ii)           maintain or preserve the lien and
security interest (and the priority thereof) in favor of the Indenture Trustee
for the benefit of the Secured Parties created by this Indenture and the Series
Supplement 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 and the Series
Supplement;


 


(iv)          enforce any of the Series Trust Estate;


 


(v)           preserve and defend title to the Series
Trust Estate and the rights of the Indenture Trustee in such Series Trust
Estate against the claims of all persons and parties; and


 


(vi)          pay all taxes or assessments levied or
assessed upon the Series Trust Estate when due.


 


SECTION
3.6         Opinions as to
Series Trust Estate.


 


(a)           On the Closing Date, the Issuer shall
furnish to the Indenture Trustee an Opinion of Counsel either stating that, in
the opinion of such counsel, such action has been taken with respect to the
recording and filing of this Indenture, the Series Supplement, 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 first priority lien and security interest in favor of the
Indenture Trustee for the benefit of the Secured Parties, created by this
Indenture and the Series Supplement and reciting the details of such action, or
stating that, in the opinion of such counsel, no such action is necessary to
make such perfected lien and security interest effective.


 


(b)           On or before March 30 of each year,
beginning with March 30, 2007, the Servicer on behalf of the Issuer shall
furnish to the Indenture Trustee an Opinion of Counsel either stating that, in
the opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this Indenture, the Series
Supplement and any other requisite documents, with respect to the execution and
filing of any financing statements and continuation statements, and with
respect to the authentication of such records as are necessary to maintain the
lien and security interest created by this Indenture and the Series Supplement
and reciting the details of such action or stating that in the opinion of such
counsel no such action is necessary to maintain such lien and security
interest. Such Opinion of Counsel shall also describe the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents, the execution and filing of any financing
statements and continuation statements and the authentication of such records
that will, in the opinion of such counsel, be required to maintain the lien and
security interest of this Indenture and the Series Supplement until March 30 of
the following year.


 


20

















 


SECTION
3.7         Performance of
Obligations; Servicing of Receivables.


 


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


 


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


 


(c)           The Issuer will punctually perform and
observe all of its obligations and agreements contained in this Indenture and
the Basic Documents and in the instruments and agreements included in the
Series Trust Estate, including, but not limited, to preparing (or causing to be
prepared) and filing (or causing to be filed) all UCC financing statements and
continuation statements required to be filed by the terms of this Indenture,
the Series Supplement and the Sale and Servicing Agreement in accordance with
and within the time periods provided for herein and therein. Except as
otherwise expressly provided therein, the Issuer shall not waive, amend,
modify, supplement or terminate any Basic Document or any provision thereof
without the consent of the Indenture Trustee.


 


(d)           If a Responsible Officer of the Owner
Trustee shall have actual knowledge of the occurrence of a Servicer Termination
Event under the Sale and Servicing Agreement, the Issuer shall promptly notify
the Indenture Trustee, the Administrator and the Rating Agencies thereof in
accordance with Section 11.4, and shall specify in such notice the action, if
any, the Issuer is taking in respect of such default. If a Servicer Termination
Event shall arise from the failure of the Servicer to perform any of its duties
or obligations under the Sale and Servicing Agreement with respect to the
Receivables, the Issuer shall take all reasonable steps available to it to
remedy such failure.


 


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


 


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


 


21

















 


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


 


(iii)          (A) permit the validity or effectiveness
of this Indenture or the Series Supplement to be impaired, or permit the lien
in favor of the Indenture Trustee created by this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person to
be released from any covenants or obligations with respect to the Notes under
this Indenture or the Series Supplement 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 and the Series
Supplement) to be created on or extend to or otherwise arise upon or burden the
Series Trust Estate or any part thereof or any interest therein or the proceeds
thereof (other than tax liens, mechanics’ liens and other liens that arise by
operation of law, in each case on a Financed Vehicle and arising solely as a
result of an action or omission of the related Obligor), (C) permit the lien of
this Indenture and the Series Supplement not to constitute a valid first
priority (other than with respect to any such tax, mechanics’ or other lien)
security interest in the Series Trust Estate, (D) except as expressly permitted
therein, amend, modify or fail to comply with the provisions of the Basic
Documents or (E) except as expressly permitted therein, amend, modify or
fail to comply with the provisions of the Related Documents.


 


SECTION
3.9         Annual Statement
as to Compliance. The Servicer on behalf of the Issuer will deliver
to the Indenture Trustee, an Officer’s Certificate stating, as to the
Authorized Officer signing such Officer’s Certificate, that


 


(i)            a review of the activities of the
Issuer during the preceding calendar year (or such shorter or longer, as
applicable, period since the Closing Date) and of performance under this
Indenture has been made under such Authorized Officer’s supervision; and


 


(ii)           to the best of such Authorized
Officer’s knowledge, based on such review, the Issuer has complied with all
conditions and covenants under this Indenture and the Series Supplement
throughout such period, or, if there has been a default in the compliance of
any such condition or covenant, specifying each such default known to such
Authorized Officer and the nature and status thereof.


 


The
Officer’s Certificate referred to in this Section 3.9 will be delivered on or
before March 15 of each calendar year, beginning March 15, 2007 and otherwise
in compliance with the requirements of TIA Section 314(a)(4), unless the Issuer
is not required to file periodic reports under the Exchange Act, in which case
the certificate may be delivered within 90 days after the end of each calendar
year and otherwise in compliance with the requirements of TIA Section
314(a)(4).


 


22

















 


SECTION
3.10       Issuer May
Consolidate, Etc. Only on Certain Terms.


 


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


 


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


 


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


 


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


 


(iv)          the Issuer shall have received an
Opinion of Counsel (and shall have delivered copies thereof to the Indenture
Trustee and the Owner Trustee) to the effect that such transaction will not
cause the Trust to be treated as an association or publicly traded partnership
taxable as a corporation for federal income tax purposes, or cause the Notes to
fail to qualify as debt for federal income tax purposes;


 


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


 


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


 


(b)           The Issuer shall not convey or transfer
all or substantially all of its properties or assets, including those included
in the Series Trust Estate, to any Person, unless


 


(i)            the Person that acquires by conveyance
or transfer the properties and assets of the Issuer the conveyance or transfer
of which is hereby restricted shall (A) be a United States citizen or a Person
organized and existing under the laws of the United States of America or any
state, (B) expressly assume, by an indenture supplemental hereto, executed and
delivered to the Indenture 


 


23

















 


Trustee, in form
satisfactory to the Indenture Trustee, the due and punctual payment of the
principal of and interest on all Notes and the performance or observance of
every agreement and covenant of this Indenture, the Series Supplement, each of
the Basic Documents and each of the Related Documents on the part of the Issuer
to be performed or observed, all as provided herein, (C) expressly agree by
means of such Indenture Supplement that all right, title and interest so conveyed
or transferred shall be subject and subordinate to the rights of Holders of the
Notes, (D) unless otherwise provided in such Series Supplement, 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, the Series
Supplement and the Notes and (E) expressly agree by means of such Series
Supplement that such Person (or if a group of persons, then one specified
Person) shall prepare (or cause to be prepared) and make all filings with the
Commission (and any other appropriate Person) required by the Exchange Act in
connection with the Notes;


 


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


 


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


 


(iv)          the Issuer shall have received an
Opinion of Counsel (and shall have delivered copies thereof to the Indenture
Trustee) to the effect that such transaction will not cause the Trust to be
treated as an association or publicly traded partnership taxable as a
corporation for federal income tax purposes, or cause the Notes to fail to
qualify as debt for federal income tax purposes;


 


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


 


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


 


SECTION
3.11       Successor or
Transferee.


 


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


 


24

















 


(b)           Upon a conveyance or transfer of all
the assets and properties of the Issuer pursuant to Section 3.10(b), HSBC
Automotive Trust (USA) 2006-2 will be released from every covenant and
agreement of this Indenture and the Series Supplement 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 HSBC
Automotive Trust (USA) 2006-2 is to be so released.


 


SECTION
3.12       No Other Business.
The Issuer shall not engage in any business other than financing, purchasing,
owning, selling and managing the Receivables, entering and maintaining any
ancillary agreement related to issuance of the Notes and owning the Class SV
Preferred Stock of the Seller in the manner contemplated by this Indenture, the
Basic Documents and the Series Supplement and all Related Documents and
activities incidental thereto.


 


SECTION
3.13       No Borrowing.
The Issuer shall not issue, incur, assume, guarantee or otherwise become
liable, directly or indirectly, for any Indebtedness except for (i) the Notes,
(ii) obligations owing from time to time to a Series Support Provider under the
related agreement regarding Series Support, if any and (iii) any other
Indebtedness permitted by or arising under the Basic Documents and the Series
Supplement. The proceeds of the Notes and the Certificates of a Series shall be
used exclusively to fund the Issuer’s purchase of the Receivables of such
Series, or to obtain release of the lien relating to the pledge of the
Receivables for a prior series of notes issued by the Issuer, the purchase of
related property of the Series Trust Estate, to fund any trust account and to
pay the Issuer’s organizational, transactional and start-up expenses.


 


SECTION
3.14       Servicer’s
Obligations. The Issuer shall enforce the provisions of Sections
4.9, 4.10, 4.11 and Article XIV of the Sale and Servicing Agreement with
respect to the duties of Servicer thereunder.


 


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


 


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


 


SECTION
3.17       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 


 


25

















 


perform its obligations under the Notes, this
Indenture, or any Basic Document, the Series Supplement or any Related
Document.


 


SECTION
3.18       Restricted
Payments. The Issuer shall not, directly or indirectly, (i) pay any
dividend or make any distribution (by reduction of capital or otherwise),
whether in cash, property, securities or a combination thereof, to the Owner
Trustee or any owner of a beneficial interest in the Issuer or otherwise with
respect to any ownership or equity interest or security in or of the Issuer or
to the Seller, (ii) redeem, purchase, retire or otherwise acquire for value any
such ownership or equity interest or security or (iii) set aside or otherwise
segregate any amounts for any such purpose; provided, however,
that the Issuer may make, or cause to be made, distributions to the Seller, the
Servicer, the Owner Trustee, the Indenture Trustee, the Administrator and the
Certificateholders as permitted by, and to the extent funds are available for
such purpose under, the Sale and Servicing Agreement or Trust Agreement. The
Issuer will not, directly or indirectly, make payments to or distributions from
the Collection Account except in accordance with this Indenture, the Basic
Documents, the Series Supplement or any Related Document.


 


SECTION
3.19       Notice of Events
of Default. Upon a Responsible Officer of the Owner Trustee having
actual knowledge thereof, the Issuer agrees to give the Indenture Trustee, the
Administrator and the Rating Agencies prompt written notice of each Event of
Default under the Series Supplement and each default on the part of the
Servicer or the Seller of its obligations under the Sale and Servicing
Agreement.


 


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


 


SECTION
3.21       Amendments of Sale
and Servicing Agreement and Trust Agreement. The Issuer shall not
agree to any amendment to Section 13.1 of the Sale and Servicing Agreement or
Section 11.1 of the Trust Agreement to eliminate the requirements thereunder
that the Indenture Trustee, the Administrator or the Holders of the Notes
consent to amendments thereto as provided therein.


 


SECTION
3.22       Income Tax
Characterization. For purposes of federal income, state and local
income and franchise and any other income taxes, the Issuer, the Noteholders
and the Certificateholders will treat the Notes as indebtedness and hereby
instruct the Indenture Trustee to treat the Notes as indebtedness for federal
and state tax reporting purposes.


 


ARTICLE IV.



Satisfaction and Discharge


 


SECTION
4.1         Satisfaction and
Discharge of Indenture. This Indenture shall cease to be of further
effect with respect to the Notes except as to (i) rights of 


 


26

















 


registration of transfer and exchange, (ii)
substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of
Noteholders to receive payments of principal thereof and interest thereon, (iv)
Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.20, 3.21 and 3.22, (v) the
rights and immunities of the Indenture Trustee and the Administrator hereunder
(including the rights of the Indenture Trustee and the Administrator under
Section 6.7 and Section 6.17 and the obligations of the Indenture Trustee and
the Administrator under Section 4.2) and (vi) the rights of the Secured Parties
as beneficiaries hereof with respect to the Series Trust Estate so deposited
with the Indenture Trustee or the Administrator 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 either


 


(1)           all Notes theretofore authenticated and
delivered (other than (i) Notes that have been destroyed, lost or stolen and
that have been replaced or paid as provided in Section 2.5 and (ii) Notes for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Issuer and thereafter repaid to the Issuer or discharged
from such trust, as provided in Section 3.3) have been delivered to the Note
Registrar for cancellation and the Series Support, if any, has been returned to
the Series Support Provider; or


 


(2)           all Notes not theretofore delivered to
the Note Registrar for cancellation


 


(i)            have
become due and payable,


 


(ii)           will
become due and payable at their respective Final Scheduled Distribution Dates
within one year, or


 


(iii)          are
to be called for redemption within one year under arrangements satisfactory to
the Indenture Trustee and the Administrator for the giving of notice of
redemption by the Administrator, upon the instructions of the Servicer or the
Indenture Trustee, as the case may be, in the name, and at the expense, of the
Issuer,


 


and
the Issuer, in the case of (i), (ii) or (iii) above, has irrevocably deposited
or caused to be irrevocably deposited with the Administrator cash or direct
obligations of or obligations guaranteed by the United States of America (which
will mature prior to the date such amounts are payable), in trust for such
purpose, in an amount sufficient to pay and discharge the entire indebtedness
on such Notes not theretofore delivered to the Administrator for cancellation
when due on the Final Scheduled Distribution Date or tender date (if Notes
shall have been called for redemption or tender pursuant to the Series
Supplement), as the case may be.


 


27

















 


SECTION
4.2         Application of
Trust Money. All monies deposited with the Indenture Trustee and/or
the Administrator pursuant to Section 4.1 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Notes, this Indenture
and the Series Supplement, to the payment, either directly or through any Note
Paying Agent, as the Indenture Trustee and/or the Administrator, as the case
may be, may determine, to the Secured Parties for the payment or redemption of
which such monies have been deposited with the Indenture Trustee and/or the
Administrator, as the case may be, of all sums due and to become due thereon
for principal and interest; but such monies need not be segregated from other
funds except to the extent required herein or in the Sale and Servicing
Agreement or required by law.


 


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


 


ARTICLE V.



Remedies


 


SECTION
5.1         Events of Default.
The definition of “Event of Default” with respect to a Series, together with
certain rights and remedies consequent thereto, shall be set forth in the
Series Supplement.


 


SECTION
5.2         Collection of
Indebtedness and Suits for Enforcement by Indenture Trustee.


 


(a)           Subject to the terms of the Series
Supplement, the Issuer covenants that if (i) default is made in the payment of
any interest on any Note when the same becomes due and payable, and such
default continues for a period of five days, or (ii) default is made in the
payment of the principal of or any installment of the principal of any Note
when the same becomes due and payable, and such default continues for a period
of five days, the Issuer will, upon demand of the Indenture Trustee, pay to it
or the Administrator, for the benefit of the Secured Parties, 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 Rate and in addition thereto such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and its agents and outside counsel.


 


(b)           If an Event of Default occurs and is
continuing with respect to a Series, the Indenture Trustee may in its
discretion proceed to protect and enforce the rights of the Secured Parties by
such appropriate Proceedings as the Indenture Trustee 


 


28

















 


shall
deem most effective to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or the
Series Supplement 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, the Series Supplement or by law.


 


(c)           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 Series Trust Estate, proceedings under
Title 11 of the United States Code or any other applicable federal or state
bankruptcy, insolvency or other similar law, or in case a receiver, assignee or
trustee in bankruptcy or reorganization, liquidator, sequestrator or similar
official shall have been appointed for or taken possession of the Issuer or its
property or such other obligor or Person, or in case of any other comparable
judicial proceedings relative to the Issuer or other obligor upon the Notes of
such Series, or to the creditors or property of the Issuer or such other
obligor, the Indenture Trustee, irrespective of whether the principal of any
Notes of such Series shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee
shall have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such proceedings or otherwise:


 


(i)            to file and prove a claim or claims
for the whole amount of principal and interest owing and unpaid to the Secured
Parties and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Indenture Trustee against the
Series Trust Estate (including any claim for reasonable compensation to the
Indenture Trustee and each predecessor Indenture Trustee, and their respective
agents, attorneys and outside 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, bad faith
or willful misconduct) and of the Noteholders allowed in such Proceedings;


 


(ii)           unless prohibited by applicable law and
regulations, to vote on behalf of the Secured Parties of such Series in any
election of a trustee, a standby trustee or person performing similar functions
in any such proceedings;


 


(iii)          to collect and receive any monies or
other property payable or deliverable on any such claims and received with
respect to the Series Trust Estate and to distribute all amounts received with
respect to the claims of the Secured Parties 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 Secured Parties, in each case against
the Series Trust Estate allowed in any judicial proceedings relative to the
Issuer, its creditors and its property;


 


29

















 


and
any trustee, receiver, liquidator, custodian or other similar official in any
such proceeding is hereby authorized by the Secured Parties to make payments to
the Indenture Trustee, and, in the event that the Indenture Trustee shall
consent to the making of payments directly to the Secured Parties, 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 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.


 


(d)           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 Secured Party 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 Secured Party in any such proceeding except, as
aforesaid, to vote for the election of a trustee in bankruptcy or similar
person.


 


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


 


(f)            In any proceedings brought by the
Indenture Trustee (and also any proceedings involving the interpretation of any
provision of this Indenture or the Series Supplement), the Indenture Trustee
shall be held to represent all the Secured Parties, and it shall not be
necessary to make any Secured Party a party to any such proceedings.


 


SECTION
5.3         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 the Series
Supplement, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:


 


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


 


(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 reasonably satisfactory to it against the
costs, expenses and liabilities to be incurred in complying with such request;


 


30

















 


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


 


(v)                             no direction inconsistent with such
written request has been given to the Indenture Trustee during such 60-day
period by the Holders of a majority of the Outstanding Amount of the Notes of
such Series;


 


it
being understood and intended that no Holders of Notes shall have any right in
any manner whatsoever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holders of
Notes 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.


 


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


 


SECTION
5.5                      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 or the Series Supplement and such
Proceeding has been discontinued or abandoned for any reason, then and in every
such case the Issuer, the Indenture Trustee and the related 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 related Noteholders shall continue as
though no such proceeding had been instituted.


 


SECTION
5.6                      Rights
and Remedies Cumulative. No right
or remedy herein conferred upon or reserved to any 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
5.7                      Delay
or Omission Not a Waiver. No delay
or omission of the Indenture Trustee, any Controlling Party or any Holder of
any related 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 any
Noteholders may be exercised from time to time, and as often as may be deemed
expedient, by the Indenture Trustee or by the related Noteholders, as the case
may be.


 


31

















 


SECTION
5.8                      Limitation
on Voting of Preferred Stock; Control by Noteholders.


 


(a)                              Notwithstanding any provision of any
Related Document to the contrary, the Indenture Trustee shall hold the Class SV
Preferred Stock in trust for the benefit of the Secured Parties and shall vote
such stock only pursuant to the written instructions of the Holders of a
majority of the Outstanding Amount of the Notes.


 


(b)                             The Controlling Party 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 of such
Series or exercising any trust or power conferred on the Indenture Trustee; provided
that


 


(i)                                 such direction shall not be in conflict
with any rule of law or with this Indenture or with the Series Supplement; and


 


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


 


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


 


SECTION
5.9                      Waiver
of Past Defaults. The Controlling
Party may waive any Default or Event of Default relating to the Notes and its
consequences except a Default (a) in payment of principal of or interest on any
of the Notes or (b) in respect of a covenant or provision hereof which cannot
be modified or amended without the consent of the Holder of each Note. In the
case of any such waiver, the 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
Default or impair any right consequent thereto.


 


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


 


SECTION
5.10                Undertaking
for Costs. All parties to this
Indenture and the Series Supplement agree, and each Holder of any Note by such
Holder’s acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture and the Series Supplement, 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 shall not apply to (a) any suit 


 


32

















 


instituted by the Indenture Trustee, (b) any
suit instituted by any Noteholder, or group of Noteholders, in each case
holding in the aggregate more than 10% of the Outstanding Amount of the Notes
or (c) any suit instituted by any Noteholder for the enforcement of the payment
of principal of or interest on any Note on or after the respective due dates
expressed in such Note and in this Indenture and the Series Supplement.


 


SECTION
5.11                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 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 Series Supplement; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit 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.


 


SECTION
5.12                Action
on Notes. The Indenture Trustee’s
right to seek and recover judgment on the Notes or under this Indenture or the
Series Supplement shall not be affected by the seeking, obtaining or
application of any other relief under or with respect to this Indenture or the
Series Supplement. Neither the lien of this Indenture or the Series Supplement
nor any rights or remedies of the Indenture Trustee or the Noteholders shall be
impaired by the recovery of any judgment by the Indenture Trustee against the
Issuer or by the levy of any execution under such judgment upon any portion of
the Series Trust Estate or upon any of the assets of the Issuer.


 


SECTION
5.13                Performance
and Enforcement of Certain Obligations.


 


(a)                              Promptly following a request from the
Indenture Trustee to do so and at the Servicer’s expense, the Issuer agrees to
take all such lawful action as the Indenture Trustee may request to compel or
secure the performance and observance by the Seller and the Servicer, as
applicable, of each of their obligations to the Issuer under or in connection
with the Sale 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 Sale and Servicing
Agreement to the extent and in the manner directed by the Indenture Trustee,
including the transmission of notices of default on the part of the Seller or
the Servicer thereunder and the institution of legal or administrative actions
or proceedings to compel or secure performance by the Seller or the Servicer of
each of their obligations under the Sale and Servicing Agreement.


 


(b)                             If an Event of Default has occurred and
is continuing, the Indenture Trustee may, and at the written direction of the
Holders of 66 2/3% of the Outstanding Amount of the Notes shall, exercise all
rights, remedies, powers, privileges and claims of the Issuer against the
Seller or the Servicer under or in connection with the Sale and Servicing
Agreement, including the right or power to take any action to compel or secure
performance or observance by the Seller or the Servicer of each of their
obligations to the Issuer thereunder and to give any consent, request, notice,
direction, 


 


33

















 


approval,
extension or waiver under the Sale and Servicing Agreement, and any right of
the Issuer to take such action shall be suspended.


 


ARTICLE VI.



The Indenture Trustee and the Administrator


 


SECTION
6.1                      Duties
of Indenture Trustee.


 


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


 


(b)                             Except during the continuance of an Event
of Default with respect to a Series of which a Responsible Officer of the
Indenture Trustee has actual knowledge:


 


(i)                                 the Indenture Trustee undertakes to
perform with respect to such Series such duties and only such duties as are
specifically set forth in this Indenture and the other Basic Documents to which
it is a party and no implied covenants or obligations shall be read into this
Indenture or the other Basic Documents against the Indenture Trustee; and


 


(ii)                              in the absence of bad faith on its part,
the Indenture Trustee may conclusively rely, as to the truth of the statements
and the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Indenture Trustee as the case may be and conforming
to the requirements of this Indenture and the other Basic Documents; however,
with respect to certificates and opinions required by any provision hereof or
under the Basic Documents to be furnished to it, the Indenture Trustee shall
examine such certificates and opinions to determine whether or not they conform
on their face to the requirements of this Indenture and the other Basic
Documents provided, further, that the Indenture Trustee shall not be
responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished to
it, including, without limitation, any statistical, numerical or financial data
contained therein.


 


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


 


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


 


34

















 


(ii)                              the Indenture Trustee shall not be liable
for any error of judgment made in good faith by a Responsible Officer unless it
is proven 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 5.8.


 


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


 


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


 


(f)                                No provision of this Indenture or the
other Basic Documents 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 repayment of such funds or
indemnity reasonably satisfactory to it against such risk or liability is not
reasonably assured to it.


 


(g)                             Every provision of this Indenture and the
other Basic Documents 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.


 


(h)                             The Indenture Trustee shall, and hereby
agrees that it will, perform all of the obligations and duties required of it
under each Related Document to which it is a party.


 


(i)                                 Without limiting the generality of this
Section 6.1, neither the Indenture Trustee nor the Administrator shall have any
duty (i) to see to any recording, filing or depositing of this Indenture, the
Series Supplement or any agreement referred to herein or any financing
statement evidencing a security interest in the Financed Vehicles, or to see to
the maintenance of any such recording or filing or depositing or to any
recording, refiling or redepositing of any thereof, (ii) to see to any
insurance of the Financed Vehicles or Obligors or to effect or maintain any
such insurance, (iii) to see to the payment or discharge of any tax, assessment
or other governmental charge or any Lien or encumbrance of any kind owing with
respect to, assessed or levied against any part of the Trust, (iv) to confirm
or verify the contents of any reports or certificates delivered to the
Indenture Trustee pursuant to this Indenture, the Series Supplement or the Sale
and Servicing Agreement believed by the Indenture Trustee to be genuine and to
have been signed or presented by the proper party or parties, or (v) to inspect
the Financed Vehicles at any time or ascertain or inquire as to the performance
or observance of any of the Issuer’s, the Seller’s or the Servicer’s
representations, warranties or covenants or the Servicer’s duties and
obligations as Servicer and as custodian of the Receivable Files under the Sale
and Servicing Agreement.


 


35

















 


(j)                                 In no event shall the Indenture Trustee,
in any of its capacities hereunder, be deemed to have assumed any duties of the
Owner Trustee under the Delaware Statutory Trust Statute, common law, or the
Trust Agreement.


 


SECTION
6.2                      Rights
of Indenture Trustee.


 


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


 


(b)                             Before the Indenture Trustee acts or
refrains from acting, it may require an Officer’s Certificate and/or an Opinion
of Counsel. The Indenture Trustee shall not be liable for any action it takes
or omits to take in good faith in reliance on the Officer’s Certificate and/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 the Servicer or any other 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 any Related Documents and the Notes and such advice or opinion of
counsel 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 the Series Supplement or in relation to this Indenture or the Series
Supplement, at the request, order or direction of any of the Holders of Notes,
pursuant to the provisions of this Indenture or the Series Supplement, unless
such Holders of Notes shall have offered to the Indenture Trustee security or
indemnity reasonably 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 and the Series Supplement with reasonable care and skill customary
for the care and skill exercised by Indenture Trustees under similar
circumstances.


 


(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 required in writing to
do so by any Holder of a Note; provided, 


 


36

















 


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, the Series Supplement
or the Sale and Servicing Agreement, the Indenture Trustee may require
indemnity reasonably satisfactory to it against such cost, expense or liability
as a condition to so proceeding; the reasonable expense of every such examination
shall be paid by the Person making such request.


 


(h)                             The right of the Indenture Trustee to
perform any discretionary act enumerated in this Indenture shall not be
construed as a duty, and the Indenture Trustee shall not be answerable for
other than its negligence or willful misconduct in the performance of such act.
For purposes of clarification, the Indenture Trustee shall be under no
obligation hereunder to monitor the perfection of any security interest or the
filing of any financing statement or continuation statement in connection
therewith.


 


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


 


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


 


(k)                              The Indenture Trustee shall not be
required to take notice or be deemed to have notice or knowledge of any
default, Event of Default or Servicer Termination Event unless a Responsible
Officer of the Indenture Trustee shall have actual notice thereof.


 


SECTION
6.3                      Individual
Rights of Indenture Trustee. The
Indenture Trustee in its individual or any other capacity may become the owner
or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates
with the same rights it would have if it were not Indenture Trustee. Any Note
Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same
with like rights. However, the Indenture Trustee must comply with Sections 6.11
and 6.12.


 


SECTION
6.4                      Indenture
Trustee’s Disclaimer. The Indenture
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture, the Series Supplement, the Series Trust
Estate 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 for any statement of
the Issuer in the Indenture, in the Series Supplement or in any document issued
in connection with the sale of the Notes or in the Notes.


 


SECTION
6.5                      Notice
of Defaults. If an Event of Default
occurs and is continuing and if it is either actually known by, or written
notice of the existence thereof 


 


37

















 


has been delivered to, a Responsible Officer
of the Indenture Trustee, the Indenture Trustee shall mail to each Noteholder
notice of the Event of Default within 90 days after such knowledge or notice
occurs. Except in the case of an Event of Default in payment of principal of or
interest on any Note, the Indenture Trustee may withhold the notice to
Noteholders if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of Noteholders.


 


SECTION
6.6                      Reports
by Servicer to Holders. Upon the
written request of any Noteholder to the Servicer, the Servicer shall on behalf
of the Issuer deliver to the Administrator for distribution to any Noteholder
such information as may be reasonably required by such Noteholder to enable
such Noteholder to prepare its federal and state income tax returns required by
law. Neither the Indenture Trustee nor the Administrator shall have any duty or
obligation to verify or confirm the contents of the information contained
therein.


 


SECTION
6.7                      Indenture
Trustee Compensation and Indemnification.


 


(a)                              As payable in the Series Supplement, the
Issuer shall, or shall cause the Servicer pursuant to the Sale and Servicing
Agreement to, pay to the Indenture Trustee from time to time the Indenture
Trustee Fee as compensation for its services. The Indenture Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Issuer shall or shall cause the Servicer pursuant to the
Sale and Servicing Agreement to reimburse the Indenture Trustee for all
reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and
advances of the Indenture Trustee’s agents, outside counsel, accountants and
experts. The Issuer shall or shall cause the Servicer pursuant to the Sale and
Servicing Agreement to indemnify the Indenture Trustee, and its respective
officers, directors, employees and agents against any and all loss, liability
or expense (including attorneys’ fees and expenses) incurred by each of them in
connection with the acceptance or the administration of this trust and the
performance of its duties hereunder. The Indenture Trustee shall notify the
Issuer and the Servicer promptly of any claim for which it may seek indemnity.
Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall
not relieve the Issuer of its obligations hereunder or the Servicer of its
obligations under Article XII of the Sale and Servicing Agreement. The Issuer
shall defend or shall cause the Servicer to defend any claim for indemnity that
may arise against the Indenture Trustee, or the Indenture Trustee may have
separate counsel and the Issuer shall or shall cause the Servicer to pay the
fees and expenses of such counsel. Neither the Issuer nor the Servicer need
reimburse any expense or indemnify against any loss, liability or expense
incurred by the Indenture Trustee through such Person’s own willful misconduct,
negligence or bad faith.


 


(b)                             The Issuer’s payment obligations to the
Indenture Trustee pursuant to this Section shall survive the resignation or
removal of the Indenture Trustee and the discharge of this Indenture. When the
Indenture Trustee incurs expenses after the occurrence of an Insolvency Event
with respect to the Issuer, the expenses are intended to constitute expenses of
administration under Title 11 of the United States Code or any 


 


38

















 


other
applicable federal or state bankruptcy, insolvency or similar law.
Notwithstanding anything else set forth in any Related Documents, the Indenture
Trustee agrees that the obligations of the Issuer (but not the Servicer) to the
Indenture Trustee hereunder or under any other Related Documents, shall be
recourse to the Series Trust Estate only and specifically shall not be recourse
to the assets of any Securityholder. In addition, the Indenture Trustee agrees
that its recourse to the Issuer, the Series Trust Estate, the Seller and
amounts held pursuant to the Series Support shall be limited to the right to
receive the distributions as provided for in the payment priority provisions of
the Series Supplement.


 


SECTION
6.8                      Replacement
of Indenture Trustee. The Indenture
Trustee may, and in the circumstances specified in subparagraph (i) shall,
resign at any time upon 60 days’ prior written notice by so notifying the
Issuer, the Administrator, Holders of a majority of Outstanding Amount of the
Notes, the Seller and the Servicer. In addition, the Servicer may remove the
Indenture Trustee by so notifying the Indenture Trustee upon 60 days’ written
notice. The Issuer may, and shall at the direction of the Noteholders, 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;


 


(iii)                           an involuntary case under the federal
bankruptcy laws, as now or hereafter in effect, or another present or future
federal or state bankruptcy, insolvency or similar law is commenced with
respect to the Indenture Trustee and such case is not dismissed within 60 days;


 


(iv)                          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;


 


(v)                             the Indenture Trustee otherwise becomes
incapable of acting; or


 


39

















 


(vi)                          the rating assigned to the long-term
unsecured debt obligations of the Indenture Trustee by the Rating Agencies
shall be lowered below the rating of “BBB”, “Baa2” or equivalent rating or be
withdrawn by either of the Rating Agencies.


 


As
a condition precedent to the effectiveness of any such resignation or removal,
the Indenture Trustee shall provide to the Servicer, at least 30 calendar days
prior to the effective date of any such resignation or removal, written notice,
in form and substance reasonably satisfactory to the Servicer, containing all
information reasonably requested by the Servicer in order for the Servicer to
comply with its reporting obligations under Item 6.02 of Form 8-K with respect to
the replacement of the Indenture Trustee. If the Indenture Trustee fails to
fulfill its obligations under this Section 6.8 with respect to notice to the
Servicer or under Article XIII of the Sale and Servicing Agreement, and such
failure continues for the lesser of 10 calendar days or such period in which
the applicable Exchange Act report can be filed timely (without taking into
account any extensions), the Servicer may terminate the Indenture Trustee. 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 deliver a written notice of such removal, resignation or vacancy to
the Servicer, and the Servicer may appoint a successor Indenture Trustee that
satisfies the eligibility requirements of Section 6.11. If the Servicer fails
to appoint such a successor Indenture Trustee, the Issuer or a resigning
Indenture Trustee may petition any court of competent jurisdiction to appoint a
successor Indenture Trustee. If the Indenture Trustee resigns or is removed,
the Indenture Trustee shall also resign or be removed, as the case may be, as
Note Paying Agent, Note Registrar and Certificate Paying Agent.


 


In
connection with its resignation or removal, the Indenture Trustee agrees to
cooperate with any successor Indenture Trustee in effecting the termination of
the Indenture Trustee’s responsibilities and rights hereunder and shall promptly
provide such successor Indenture Trustee all documents and records reasonably
requested by it to enable it to assume the Indenture Trustee’s functions
hereunder.


 


A
successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee, the Issuer and the Administrator
and shall, at least 30 calendar days prior to the effective date of its
acceptance, provide to the Servicer written notice thereof, in form and
substance reasonably satisfactory to the Servicer, containing all information
reasonably requested by the Servicer in order for the Servicer to comply with
its reporting obligation under Item 6.02 of Form 8-K with respect to a
replacement of the Indenture Trustee. Thereupon the resignation or removal of
the retiring Indenture Trustee shall become effective, and the successor
Indenture Trustee shall have all the rights, powers and duties of the retiring
Indenture Trustee under the Basic Documents. The successor Indenture Trustee
shall mail a notice of its succession to Noteholders. The retiring Indenture
Trustee shall promptly transfer all property held by it as Indenture Trustee to
the successor Indenture Trustee.


 


40

















 


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.


 


Notwithstanding
the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s
and the Servicer’s obligations under Section 6.7 shall continue for the benefit
of the retiring Indenture Trustee.


 


SECTION
6.9                      Successor
Indenture Trustee by Merger. If the
Indenture Trustee consolidates with, merges or converts into, or transfers all
or substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
entity without any further act shall be the successor Indenture Trustee; provided
that such corporation or banking association shall otherwise be eligible under
Section 6.11 hereof. The Indenture Trustee shall provide the Rating Agencies
with written notice of any such transaction as soon as practical thereafter. As
a condition precedent to the effectiveness of any merger or consolidation of
the Indenture Trustee, the Indenture Trustee shall provide to the Servicer, at
least 30 calendar days prior to the effective date of any such merger or
consolidation, written notice thereof, in form and substance reasonably
satisfactory to the Servicer, containing all information reasonably requested
by the Servicer in order for the Servicer to comply with its reporting
obligation under Item 6.02 of Form 8-K with respect to a successor Indenture
Trustee. If the Indenture Trustee fails to fulfill its obligations under this
Section 6.9 with respect to notice to the Servicer or under Article XIII of the
Sale and Servicing Agreement, and such failure continues for the lesser of 10
calendar days or such period in which the applicable Exchange Act report can be
filed timely (without taking into account any extensions), the Servicer may
terminate the Indenture Trustee.


 


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


 


(a)                              Notwithstanding any other provisions of
this Indenture, at any time, for the purpose of meeting any legal requirement
of any jurisdiction in which any part of the Trust may at the time be located,
the Indenture Trustee shall have the power and may execute and deliver all
instruments to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of
the Series Trust Estate, and to vest in such Person or Persons, in such
capacity and for the benefit of the Secured Parties, such title to the Series
Trust Estate, or any part hereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the Indenture
Trustee may consider necessary or desirable. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 6.11 and no notice to Noteholders of the appointment of
any co-trustee or separate trustee shall be required under Section 6.8 hereof.
The cost and expense of such co-trustee or co-trustees, and/or separate trustee
or separate trustees, shall be a cost and expense of the Indenture Trustee
pursuant to Section 3.03(a)(ii) of the Series Supplement.


 


41

















 


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


 


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


 


(ii)                              no trustee hereunder shall be personally
liable by reason of any act or omission of any other trustee hereunder,
including acts or omissions of predecessor or successor trustees; and


 


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


 


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


 


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


 


SECTION
6.11                Eligibility:
Disqualification. The Indenture
Trustee shall at all times:  satisfy TIA
§ 310(a), have a combined capital and surplus of at least $50,000,000 as
set forth in its most recent published annual report of condition, and have a
long-term debt rating of at least “BBB”, “Baa2” or equivalent rating from each
of the Rating Agencies. The Indenture Trustee shall comply with TIA
§ 310(b), including the optional provision permitted by the second
sentence of TIA § 310(b)(9); provided, 


 


42

















 


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.


 


SECTION
6.13                Representations
and Warranties of the Indenture Trustee. The Indenture Trustee represents and warrants to the Issuer as
follows:


 


(a)                              Due Organization. The Indenture Trustee is a New York
banking corporation, duly organized, validly existing and in good standing
under the laws of the United States and is duly authorized and licensed under
applicable law to conduct its business as presently conducted.


 


(b)                             Corporate Power. The Indenture Trustee has all requisite
right, power and authority to execute and deliver this Indenture, the Series
Supplement and any other Related Document to which it is a party and to perform
all of its duties as the Indenture Trustee hereunder.


 


(c)                              Due Authorization. The execution and delivery by the
Indenture Trustee of this Indenture, the Series Supplement and any other
Related Documents to which it is a party, and the performance by the Indenture
Trustee of its duties hereunder and thereunder, have been duly authorized by
all necessary corporate proceedings which are required for the valid execution
and delivery by the Indenture Trustee, or the performance by the Indenture
Trustee, of this Indenture, the Series Supplement and such other Related
Documents.


 


(d)                             Valid and Binding Indenture. The Indenture Trustee has duly executed
and delivered this Indenture, the Series Supplement and each other Related
Document to which it is a party, and each of this Indenture, the Series
Supplement and each other Related Document constitutes the legal, valid and
binding obligation of the Indenture Trustee enforceable against the Indenture
Trustee in accordance with its terms, except as (i) such enforceability may be
limited by bankruptcy, insolvency, reorganization and similar laws relating to
or affecting the enforcement of creditors’ rights generally and (ii) the
availability of equitable remedies may be limited by equitable principles of
general applicability.


 


SECTION
6.14                Waiver
of Setoffs. The Indenture Trustee
hereby expressly waives any and all rights of setoff that the Indenture Trustee
may otherwise at any time have under applicable law with respect to any Trust
Account and agrees that amounts in the Trust Accounts shall at all times be held
and applied solely in accordance with the provisions hereof.


 


SECTION
6.15                No
Consent to Certain Acts of Seller.
The Seller shall not request that the Indenture Trustee consent to, nor shall
the Indenture Trustee consent 


 


43

















 


to any action proposed to be taken by the
Seller pursuant to Article FIFTEENTH of the Seller’s Articles of Incorporation.


 


SECTION
6.16                Duties,
Liabilities and Limitations on Liability of Administrator.


 


(a)                              The Administrator shall undertake to
perform such duties and only such duties as are specifically set forth in this
Indenture and the other Basic Documents to which it is a party. The duties and
obligations of the Administrator with respect to the Notes and the Certificates
and the Basic Documents to which it is a party shall be determined solely by
the express provisions of such Basic Documents, the Administrator shall not be
liable except for the performance of such duties and obligations as are
specifically set forth in the Basic Documents to which it is a party, and no
implied covenants or obligations shall be read into the Basic Documents against
the Administrator.


 


(b)                             The Administrator shall have all of the
rights of, benefits of, and limitations on liability afforded to, the Indenture
Trustee under this Article VI to the same extent as though the Administrator
had been named in the various provisions of Article VI, except (i) to the
extent otherwise provided in Sections 6.17, 6.18 and 6.19 (for example, Section
6.17 shall apply instead of Section 6.7), (ii) with respect to Section 6.4, the
Administrator shall be responsible for the Administrator’s certificate of
authentication, and (iii) to the extent a conflict arises between this Section
6.16 and another provision of this Article VI, this Section 6.16 shall govern.
Such rights, benefits and limitations will be accorded the Administrator, in
its capacity as such, under all of the Basic Documents.


 


(c)                              Except with respect to the holding or
control of any portion of the Series Trust Estate, in acting under this
Indenture and the other Basic Documents to which it is a party and in
connection with the Notes and the Ownership Interest, the Administrator is
acting solely as an agent of the Issuer and does not assume any obligation or
relationship of agency for or with, or any fiduciary obligation towards, any of
the Holders of the Notes; provided
that, the Administrator, when holding or controlling any portion of the Series
Trust Estate, shall be acting as a “collateral agent” solely on behalf of the
Indenture Trustee for the benefit of the Secured Parties.


 


(d)                             The Administrator shall be obligated to
make payments pursuant to the terms of the Basic Documents only if, and only to
the extent that, sufficient funds are available therefor in the Collection
Account. In no event shall the Administrator, in its capacity as Administrator,
Note Paying Agent or Certificate Paying Agent or in its individual capacity, be
liable for any such payments.


 


(e)                              In each case that the Administrator
(including in its capacity as Note Paying Agent or Certificate Paying Agent
hereunder) may or is required hereunder or under any other Basic Document to
which it is a party to take any action (an “Action”), including without
limitation to make any determination or judgment (including without limitation
the proper reporting and/or withholding for federal income tax purposes 


 


44

















 


required
with respect to any payment made under any Basic Document for which the
Administrator has a reporting and/or withholding obligation for federal income
tax purposes), to exercise rights or powers or otherwise act hereunder or
thereunder, the Administrator may seek direction from the Servicer. The
Administrator shall not be liable with respect to any Action taken or omitted
to be taken by it in good faith in accordance with the direction from the
Servicer. If the Administrator shall request direction from the Servicer with
respect to any Action, the Administrator shall be entitled to refrain from such
Action unless and until such Administrator shall have received direction from
the Servicer, and the Administrator shall not incur liability to any Person by
reason of so refraining.


 


(f)                                The Administrator may rely, and shall be
fully protected in relying, on any direction or instruction received from the
Servicer, the Indenture Trustee or any other party hereto or to the other Basic
Documents.


 


(g)                             The Administrator shall not be
responsible for filing any financing or continuation statement or otherwise
taking any action in connection with any security interest or lien granted
pursuant to the Basic Documents.


 


SECTION
6.17                Administrator
Compensation and Indemnification.


 


(a)                              The Administrator shall be entitled to
such compensation as shall be mutually agreed upon between it and the Servicer
for its services hereunder and under the other Basic Documents to which it is a
party, including its roles as Note Paying Agent and Certificate Paying Agent
and Certificate Registrar under the Trust Agreement. The Administrator agrees
and acknowledges that it shall look solely to the Servicer for payment of such
compensation and it shall not be entitled to payment of such compensation from
the Issuer, the Indenture Trustee or out of the Series Trust Estate. The Issuer
shall or shall cause the Servicer to reimburse the Administrator 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 Administrator’s agents, outside counsel, accountants and
experts.


 


(b)                             The Administrator and any director,
officer, employee or agent of the Administrator shall be indemnified by the
initial Servicer and held harmless by the Servicer against any loss, liability
or expense (including reasonable attorney’s fees and expenses) arising out of,
relating to or in connection with (i) this Indenture, the Notes and the other Basic
Documents or in connection with their respective duties hereunder or any legal
action relating thereto, other than any loss, liability or expense incurred by
reason of willful misconduct, negligence or bad faith in the performance of the
Administrator’s duties hereunder or thereunder and (ii) any audit, controversy
or judicial proceeding relating to a governmental taxing authority.


 


(c)                              Notwithstanding anything contained in
this Indenture or any of the other Basic Documents to the contrary, the indemnification
provided for in this Section 


 


45

















 


6.17
shall survive the payment of the Notes, the resignation or removal of the
Administrator and/or the satisfaction and discharge of this Indenture.


 


SECTION 6.18                Replacement of
Administrator.


 


Except
as otherwise set forth in this Section 6.18, no resignation or removal of the
Administrator and no appointment of a successor Administrator shall become
effective until the acceptance of appointment by the successor Administrator
pursuant to this Section. The Administrator may resign at any time by so
notifying the Issuer. The Issuer shall remove the Administrator if:


 


(a)                              the Administrator fails to comply with
Section 6.11 above;


 


(b)                             the Administrator is adjudged a bankrupt
or insolvent;


 


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


 


(d)                             the Administrator otherwise becomes
incapable of acting.


 


As
a condition precedent to the effectiveness of any such resignation or removal,
the Administrator shall provide to the Servicer, at least 30 calendar days
prior to the effective date of any such resignation or removal, written notice,
in form and substance reasonably satisfactory to the Servicer, containing all
information reasonably requested by the Servicer in order for the Servicer to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect
to the replacement of the Administrator. If the Administrator fails to fulfill
its obligations under this Section 6.8 with respect to notice to the Servicer
or under Article XIII of the Sale and Servicing Agreement, and such failure
continues for the lesser of 10 calendar days or such period in which the
applicable Exchange Act report can be filed timely (without taking into account
any extensions), the Servicer may terminate the Administrator. If the
Administrator resigns or is removed or if a vacancy exists in the office of
Administrator for any reason (the Administrator in such event being referred to
herein as the retiring Administrator), the Issuer shall promptly, but in no
event later than 30 days after such removal or resignation, appoint a successor
Administrator.


 


A
successor Administrator shall deliver a written acceptance of its appointment
to the retiring Administrator, the Issuer and the Indenture Trustee and shall,
at least 30 calendar days prior to the effective date of its acceptance,
provide to the Servicer written notice thereof, in form and substance
reasonably satisfactory to the Servicer, containing all information reasonably
requested by the Servicer in order for the Servicer to comply with its
reporting obligation under Item 6.02 of Form 8-K with respect to a replacement
of the Administrator. Thereupon the resignation or removal of the retiring
Administrator shall become effective, and the successor Administrator shall
have all the rights, powers and duties of the Administrator under this
Indenture and the other Basic Documents to which it is a party. The successor
Administrator shall mail a notice of its succession to Noteholders. The
retiring Administrator shall promptly transfer all property held by it as
Administrator to the successor Administrator.


 


46

















 


If
a successor Administrator does not take office within 30 days after the
retiring Administrator resigns or is removed, the Indenture Trustee shall
perform the obligations of the Administrator hereunder until a successor
Administrator shall be appointed, and for so long as the Indenture Trustee
serves as Administrator hereunder, the Indenture Trustee shall be entitled to
such compensation in addition to its compensation pursuant to Section 6.7
hereunder as the Servicer and the Indenture Trustee shall agree.


 


Notwithstanding
the replacement of the Administrator pursuant to this Section 6.18, the
Servicer’s obligations under Section 6.17 above shall continue for the benefit
of the retiring Administrator.


 


SECTION
6.19                Successor
Administrator by Merger.


 


If
the Administrator consolidates with, merges or converts into, or transfers all
or substantially all its corporate trust business or assets to, another Person
or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Administrator; provided, that
such corporation or banking association shall be otherwise qualified and
eligible under Section 6.11 above. The Administrator shall provide to the
Servicer, at least 30 calendar days prior to the effective date of any such
merger or consolidation, written notice thereof, in form and substance
reasonably satisfactory to the Servicer, containing all information reasonably
requested by the Servicer in order for the Servicer to comply with its
reporting obligation under Item 6.02 of Form 8-K with respect to a successor
Administrator. If the Administrator fails to fulfill its obligations under this
Section 6.19 with respect to notice to the Servicer or under Article XIII of
the Sale and Servicing Agreement, and such failure continues for the lesser of
10 calendar days or such period in which the applicable Exchange Act report can
be filed timely (without taking into account any extensions), the Servicer may
terminate the Administrator.


 


In
case, at the time such successor or successors by merger, conversion or
consolidation to the Administrator shall succeed to the rights, duties and
responsibilities created by this Indenture, any of the Notes shall have been
authenticated but not delivered, any such successor to the Administrator may
adopt the certificate of authentication, if any, of any predecessor
administrator, 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
Administrator may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor to the Administrator; 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 Administrator
shall have.


 


ARTICLE VII.


 


Noteholders’ Lists and
Reports


 


SECTION
7.1                      Issuer
To Furnish To Indenture Trustee and Administrator Names and Addresses of
Noteholders. The Issuer will
furnish or cause to 


 


47

















 


be furnished to the Indenture Trustee and the
Administrator with respect to each Series of Notes (a) not more than five days
after the earlier of (i) each Record Date with respect to such Series and (ii)
three months after the last Record Date, a list, in such form as the Indenture
Trustee and the Administrator may reasonably require, of the names and
addresses of the Holders with respect to such Series as of such Record Date,
(b) at such other times as the Indenture Trustee and/or the Administrator may
request in writing, within 30 days after receipt by the Issuer of any such
request, a list of similar form and content as of a date not more than 10 days
prior to the time such list is furnished; provided, however, that
so long as the Administrator is the Note Registrar, no such list shall be
required to be furnished to the Administrator.


 


SECTION
7.2                      Preservation
of Information; Communications to Noteholders. The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders contained in the
most recent list furnished to the Indenture Trustee as provided in Section 7.1.
The Indenture Trustee may destroy any list furnished to it as provided in such
Section 7.1 upon receipt of a new list so furnished.


 


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


 


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


 


SECTION
7.3                      Reports
by Issuer.


 


(a)                              If this Indenture is qualified under the
TIA, the Issuer shall:


 


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


 


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


 


48

















 


(b)                             The Indenture Trustee will mail as
described in TIA Section 313(c) to all Noteholders the information, documents
and reports, or summaries thereof, supplied to the Indenture Trustee pursuant
to Section 7.3(a).


 


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


 


(d)                             Except as set forth in clause (b) above,
the Indenture Trustee shall not have any duty or obligation with respect to any
reports or other information delivered to it pursuant to this Section 7.3.


 


SECTION
7.4                      Reports
by Indenture Trustee. If required
by TIA § 313(a), within 60 days after each March 30 beginning with March
30, 2007 the Indenture Trustee shall mail to each Noteholder as required by TIA
§ 313(c) a brief report dated as of such date that complies with TIA
§ 313(a). The Indenture Trustee also shall comply with TIA § 313(b).


 


The
Indenture Trustee will file with the Commission and each stock exchange, if
any, on which the Notes are listed a copy of each report delivered pursuant to
Section 7.4(a) at the time of its mailing to Noteholders. The Issuer shall
notify the Indenture Trustee if and when the Notes are listed on any stock
exchange.


 


ARTICLE VIII.


 


Accounts, Disbursements
and Releases


 


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


 


SECTION
8.2                      Release
of Series Trust Estate.


 


(a)                              Subject to the payment of its fees and
expenses pursuant to Section 6.7, and to the extent not covered by Section
8.2(b), the Indenture Trustee may, and when required by the Issuer and the
provisions of this Indenture shall, execute instruments to release property
from the lien of this Indenture, in a manner and under circumstances that 


 


49

















 


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


 


(b)                             The Indenture Trustee shall, at such time
as there are no Notes Outstanding and all sums due the Indenture Trustee
pursuant to Section 6.7 have been paid, release any remaining portion of the
Series Trust Estate that secured the Notes from the lien of this Indenture and
release (or direct the Administrator to 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 Section 8.2(b) only upon receipt of an Issuer Request
accompanied by an Officer’s Certificate, an Opinion of Counsel and (if required
by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and
314(d)(1) meeting the applicable requirements of Section 11.1.


 


SECTION
8.3                      Opinion
of Counsel. The Indenture Trustee
shall receive at least seven days’ notice when requested by the Issuer to take
any action pursuant to Section 8.2(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, 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 rights of the Secured Parties in contravention of the provisions of this
Indenture; provided, however, that such Opinion of Counsel shall
not be required to express an opinion as to the fair value of the Series Trust
Estate. Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.


 


ARTICLE IX.


 


Amendments; the Series
Supplement


 


SECTION
9.1                      Amendments
Without Consent of Noteholders.


 


(a)                              Except as otherwise provided in the
Series Supplement, without the consent of the Holders of any Notes and with the
prior written notice to the Rating Agencies, as evidenced to the Indenture
Trustee, the Administrator and the Issuer, when authorized by an Issuer Order,
at any time and from time to time, the parties hereto may enter into one or
more amendments hereto, in form satisfactory to the Indenture Trustee, the
Administrator and the Owner 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 


 


50

















 


lien of this Indenture,
or to subject to the lien of this Indenture additional property;


 


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


 


(iii)                           to add to the covenants of the Issuer,
for the benefit of the 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 the Series Supplement which may be
inconsistent with any other provision herein or in the Series Supplement or to
make any other provisions with respect to matters or questions arising under
this Indenture or in the Series Supplement; provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect the
interests of the Holders of the Notes; provided, further, that
with respect to tax matters, such action shall not be deemed to adversely
affect the interests of the Holders of the Notes if, for federal income tax
purposes, the action does not cause the issuing entity to be treated as an
association or publicly traded partnership taxable as a corporation, or the
Notes that were characterized as debt at the time of issuance to fail to
qualify as debt;


 


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


 


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


 


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


 


(b)                             Except as otherwise provided in the
Series Supplement, the Issuer, the Administrator and the Indenture Trustee,
when authorized by an Issuer Order, may, also without the consent of any of the
Holders of the Notes and with prior written notice to the Rating Agencies by
the Issuer, as evidenced to the Administrator and the Indenture Trustee, enter
into an amendment 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; 


 


51

















 


provided, however, that such action shall
not, as evidenced by an Opinion of Counsel, adversely affect in any material
respect the interests of any Noteholder; provided, further, that
with respect to tax matters, such action shall not be deemed to adversely
affect in any material respect the interests of any Noteholder if, for federal
income tax purposes, the action does not cause the issuing entity to be treated
as an association or publicly traded partnership taxable as a corporation, or
the Notes that were characterized as debt at the time of issuance to fail to
qualify as debt.


 


SECTION
9.2                      Amendments
With Consent of Noteholders. Except
as otherwise provided in the Series Supplement, the Issuer, the Administrator
and the Indenture Trustee, when authorized by an Issuer Order provided by the
Servicer, also may, with prior written notice to the Rating Agencies and with
the consent of the Holders of not less than a majority of the Outstanding
Amount of each Class of Notes affected thereby, by Act of such Holders
delivered to the Issuer, the Administrator and the Indenture Trustee, enter
into an amendment 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 amendment shall,
without the consent of the Holder of each Outstanding Note affected thereby:


 


(i)                                     change the date of payment of any installment
of principal of or interest on any Note, or reduce the principal amount
thereof, the interest rate thereon, change the provision of this Indenture
relating to the application of collections on, or the proceeds of the sale of,
the Series Trust Estate to payment of principal of or interest on the Notes, or
change any place of payment where, or the coin or currency in which, any Note
or the interest thereon is payable;


 


(ii)                                  impair the right to institute suit for the
enforcement of the provisions of this Indenture requiring the application of
funds available therefor, as provided in Article V, to the payment of any such
amount due on the Notes on or after the respective due dates thereof;


 


(iii)                               reduce the percentage of the Outstanding Amount of the Notes, the
consent of the Holders of which is required for any such Series Supplement, or
the consent of the Holders of which is required for any waiver of compliance
with certain provisions of this Indenture or certain defaults hereunder and
their consequences provided for in this Indenture;


 


(iv)                              modify or alter the provisions of the proviso to the definition of the
term “Outstanding”;


 


(v)                                 reduce the percentage of the Outstanding
Amount of the Notes required to direct the Indenture Trustee to direct the
Issuer to sell or liquidate the Series Trust Estate pursuant to Section 4.03 of
the Series Supplement;


 


52

















 


(vi)                              modify any provision of this Section except to increase any percentage
specified herein or to provide that certain additional provisions of this
Indenture or the Basic Documents cannot be modified or waived without the
consent of the Holder of each Outstanding Note affected thereby;


 


(vii)                           modify any of the provisions of this Indenture in such manner as to
affect the calculation of the amount of any payment of interest or principal
due on any Note on any Distribution Date (including the calculation of any of
the individual components of such calculation) or to affect the rights of the
Holders of Notes to the benefit of any provisions for the mandatory redemption
of the Notes contained in the Series Supplement; or


 


(viii)                        permit the creation of any lien ranking prior to or on a parity with
the lien of this Indenture with respect to any part of the Series Trust Estate
or, except as otherwise permitted or contemplated herein or in the Series
Supplement or the Related Documents, terminate the lien of this Indenture on
any property at any time subject hereto or deprive the Holder of any Note of
the security provided by the lien of this Indenture.


 


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


 


Promptly
after the execution by the Issuer, the Administrator and the Indenture Trustee
of any amendment pursuant to this Section, the Indenture Trustee shall mail to
the Holders of the Notes to which such amendment relates a notice setting forth
in general terms the substance of such amendment. 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 amendment.


 


Prior
to the execution of any amendment to this Indenture, the Indenture Trustee and
the Administrator shall be provided with and may conclusively rely upon an
Opinion of Counsel stating that the execution of such amendment is authorized
or permitted by this Indenture. The Indenture Trustee and the Administrator
may, but shall not be obligated to, enter into any such amendment which affects
the Indenture Trustee’s or the Administrator’s, as the case may be, own rights,
duties or immunities, as the case may be, under this Indenture.


 


SECTION
9.3                      Series
Supplement Authorizing the Notes.


 


(a)                              The Notes issued hereunder shall be
issued pursuant to the Series Supplement, which shall set forth the terms and provisions
of the Notes.


 


(b)                             Amendments to the Series Supplement shall
be governed by the provisions of the Series Supplement.


 


SECTION
9.4                      Execution
of the Series Supplement. The
Indenture Trustee and the Administrator shall be entitled to receive, and
subject to Sections 6.1 and 


 


53

















 


6.2, shall be fully protected in relying
upon, an Opinion of Counsel (and, if requested, an Officer’s Certificate)
stating that the execution of the Series Supplement is authorized or permitted
by this Indenture.


 


SECTION
9.5                      Effect
of Series Supplement. Upon the
execution of the Series Supplement or any amendment pursuant to the provisions
of the Series Supplement or 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 Indenture Trustee, the
Issuer 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 the terms and conditions of the Series Supplement or any
amendment shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.


 


SECTION
9.6                      Conformity
With Trust Indenture Act. Every
amendment of this Indenture and the Series Supplement executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.


 


SECTION
9.7                      Reference
in Notes to the Series Supplement.
Notes authenticated and delivered after the execution of the Series Supplement
pursuant to this Article IX may, and if required by the Issuer shall, bear a
notation as to any matter provided for in the Series Supplement. If the Issuer
shall so determine, new Notes so modified as to conform, in the opinion of the
Issuer, to the Series Supplement may be prepared and executed by the Issuer and
authenticated and delivered by the Administrator in exchange for Outstanding
Notes.


 


ARTICLE X.




[Reserved]


 


ARTICLE XI.


 


Miscellaneous


 


SECTION
11.1                Compliance
Certificates and Opinions, etc.


 


(a)                              Upon any application or request by the
Issuer to the Indenture Trustee or the Administrator, as the case may be, to
take any action under any provision of this Indenture or the Series Supplement,
the Issuer shall furnish to the Indenture Trustee or the Administrator, as the
case may be, (i) an Officer’s Certificate stating that all conditions
precedent, if any, provided for in this Indenture or the Series Supplement
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)
an Independent Certificate from a firm of certified public accountants meeting
the applicable requirements of this Section, except 


 


54

















 


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 or the
Series Supplement, 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 or the Series Supplement 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 property or securities with the Indenture Trustee (or the Administrator
on behalf of the Indenture Trustee) that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture and
the Series Supplement, the Issuer shall, in addition to any obligation imposed
in Section 11.1(a) or elsewhere in this Indenture or the Series Supplement,
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
90 days of such deposit) to the Issuer of the 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 an Independent
Certificate as to the same matters, if the fair value to the Issuer of the
securities to be so deposited and of all other such securities made the basis
of any such withdrawal or release since the commencement of 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; provided, that such a certificate need not be furnished
with respect to any securities so deposited, if the fair value thereof to the
Issuer as set forth in the related Officer’s Certificate is less than $25,000
or less than 1% percent of the Outstanding Amount of the Notes.


 


(iii)                           Other than with respect to the release of
any Repurchased Receivables or Liquidated Receivables (as such terms are
defined in the Sale and 


 


55

















 


Servicing Agreement) or
Receivables for which a substitution has been completed pursuant to Section
5.02 of the Series Supplement, whenever any property or securities are to be
released from the lien of this Indenture and the Series Supplement, 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 90 days of such release) of the property or securities proposed
to be released and stating that in the opinion of such person the proposed
release will not impair the security under this Indenture and the Series
Supplement 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 (i)
above, the Issuer shall also furnish to the Indenture Trustee an Independent
Certificate as to the same matters if the fair value of the property or securities
and of all other property other than Repurchased Receivables and Defaulted
Receivables (as such terms are defined in the Sale and Servicing Agreement), or
securities released from the lien of this Indenture since the commencement of
then current calendar year, as set forth in the certificates required by clause
(ii) above and this clause (iv), equals 10% or more of the Outstanding Amount
of the Notes; provided, that such certificate need not be furnished in
the case of any release of property or securities if the fair value thereof as
set forth in the related Officer’s Certificate is less than $25,000 or less
than 1 percent of then Outstanding Amount of the Notes.


 


(v)                             Notwithstanding any other provision of
this Section, the Issuer may (A) collect, liquidate, sell or otherwise dispose
of Receivables as and to the extent permitted or required by the Basic
Documents and (B) make cash payments out of the Trust Accounts as and to the
extent permitted or required by the Basic Documents.


 


SECTION
11.2                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 one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.


 


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 or her 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 Seller or the Issuer, stating that the information with respect
to such factual matters is in the possession of the Servicer, the Seller or the
Issuer, 


 


56

















 


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 or more applications,
requests, consents, certificates, statements, opinions or other instruments
under this Indenture, they may, but need not, be consolidated and form one
instrument.


 


Whenever
in this Indenture or the Series Supplement, 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
11.3                Acts
of Noteholders.


 


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


 


(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
11.4                Notices,
etc., to Indenture Trustee, Issuer and Rating Agencies. Any request, demand, authorization,
direction, notice, consent, waiver or Act 


 


57

















 


of Noteholders or other documents provided or
permitted by this Indenture or the Series Supplement to be made upon, given or
furnished to or filed with:


 


(a)                              The Indenture Trustee by any Noteholder,
the Issuer or the Administrator shall be sufficient for every purpose hereunder
if personally delivered, delivered by overnight courier or mailed first-class
and shall be deemed to have been duly given upon receipt to the Indenture
Trustee at its Corporate Trust Office,


 


(b)                             The Administrator by any Noteholder, the
Issuer or the Indenture Trustee shall be sufficient for every purpose hereunder
if personally delivered, delivered by overnight courier or mailed first-class
and shall be deemed to have been duly given upon receipt to the Administrator
at its Corporate Trust Office,


 


(c)                              The Issuer by the Indenture Trustee or by
any Noteholder shall be sufficient for every purpose hereunder if personally
delivered, delivered by facsimile or overnight courier or mailed first class,
and shall be deemed to have been duly given upon receipt to the Issuer
addressed to:  HSBC Automotive Trust
(USA) 2006-2, in care of the Owner Trustee at its Corporate Trust Office, or at
any other address previously furnished in writing to the Indenture Trustee by
the Issuer. Each of the Issuer and the Administrator shall promptly transmit
any notice received by it from the Noteholders to the Indenture Trustee.


 


Notices
required to be given to the Rating Agencies by the Issuer, the Indenture
Trustee, the Administrator or the Owner Trustee shall be in writing, personally
delivered, delivered by overnight courier or first class or via facsimile to
(i) in the case of Moody’s, at the following address: Moody’s Investors
Service, Inc., 99 Church Street, New York, New York 10004, Fax No:  (212) 553-0355, (ii) in the case of S&P,
at the following address: Standard & Poor’s Ratings Group, 55 Water Street,
New York, New York 10041, Attention: Asset Backed Surveillance Department, Fax
No:  (212) 438-2649 and (iii) in the case
of Fitch, Inc., at the following address: One State Street Plaza, New York, New
York 10004, Fax No. (212) 480-4438; or as to each of the foregoing, at such
other address as shall be designated by written notice to the other parties.


 


SECTION
11.5                Notices
to Noteholders; Waiver. Where this
Indenture or the Series Supplement 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 or the Series Supplement 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 


 


58

















 


notice. Waivers of notice by Noteholders
shall be filed with the Indenture Trustee but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such a waiver.


 


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


 


Where
this Indenture or the Series Supplement 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
11.6                Alternate
Payment and Notice Provisions.
Notwithstanding any provision of this Indenture, the Series Supplement or any
of the Notes to the contrary, the Issuer may enter into any agreement with any
Holder of a Note providing for a method of payment, or notice by the Indenture
Trustee or any Note Paying Agent to such Holder, that is different from the
methods provided for in this Indenture or the Series Supplement for such
payments or notices, provided that such methods are reasonable and consented to
by the Indenture Trustee and the Note Paying Agent (which consent, in each
case, shall not be unreasonably withheld). The Issuer will furnish to the
Indenture Trustee and the Note Paying Agent a copy of each such agreement and
the Indenture Trustee and the Note Paying Agent, as the case may be, will cause
payments to be made and notices to be given in accordance with such agreements.
Any additional costs and expenses incurred by the Indenture Trustee or the Note
Paying Agent, as the case may be, pursuant to this Section shall be a cost and
expense of the Indenture Trustee or the Administrator, respectively, pursuant
to Section 3.03(a)(ii) of the Series Supplement.


 


SECTION
11.7                Conflict
with TIA. If this Indenture is
qualified under the TIA and if any provision hereof limits, qualifies or
conflicts with a provision of the TIA that is required or deemed under the TIA
to be a part of and govern this Indenture, such required or deemed provision
shall control. If any provision of this Indenture modifies or excludes any
provision of the TIA that may be so modified or excluded, the latter provisions
shall be deemed to apply to this Indenture as so modified or to be excluded, as
the case may be.


 


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
11.8                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.


 


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SECTION
11.9                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, the Series Supplement shall bind its
successors. All agreements of the Servicer in this Indenture or the Series
Supplement shall bind its successors and assigns. All agreements of the
Administrator in this Indenture or the Series Supplement shall bind its
successors and assigns.


 


SECTION
11.10          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
11.11          Benefits
of Indenture. Nothing in this
Indenture or the Series Supplement or in the Notes, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, and the Noteholders, and any other party secured hereunder, and any
other person with an ownership interest in any part of the Series Trust Estate,
any benefit or any legal or equitable right, remedy or claim under this
Indenture.


 


SECTION
11.12          Legal
Holidays. In any case where the
date on which any payment is due shall not be a Business Day, then
(notwithstanding any other provision of the Notes, this Indenture or the Series
Supplement) 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 an
which nominally due, and no interest shall accrue for the period from and after
any such nominal date.


 


SECTION
11.13          GOVERNING
LAW. THIS INDENTURE SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS WHICH WOULD REQUIRE THE
APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.


 


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


 


SECTION
11.15          Recording
of Indenture. If this Indenture or the
Series Supplement 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 Trust 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 or the Series
Supplement.


 


60

















 


SECTION
11.16          Trust
Obligation. No recourse may be
taken, directly or indirectly, with respect to the obligations of the Issuer,
the Seller, the Servicer, the Owner Trustee, the Administrator or the Indenture
Trustee on the Notes or under this Indenture or the Series Supplement or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Seller, the Servicer, the Indenture Trustee, the Administrator
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 Seller, the Servicer, the Indenture
Trustee, the Administrator or the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer, the Seller, the Servicer, the
Indenture Trustee, the Administrator or the Owner Trustee or of any successor
or assign of the Seller, the Servicer, the Indenture Trustee, the Administrator
or the Owner Trustee in its individual capacity, except as any such Person may
have expressly agreed (it being understood that the Indenture Trustee, the
Administrator and the Owner Trustee have no such obligations in their
individual capacity) and except that any such owner or beneficiary shall be
fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any installment
or call owing to such entity. For all purposes of this Indenture, in the
performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Articles VI, VII, and VIII of the Trust Agreement.


 


SECTION
11.17          No
Petition. The Indenture Trustee and
the Administrator, by entering into this Indenture, and each Noteholder, by
accepting a Note, hereby covenant and agree that they will not at any time
institute against the Seller, or the Issuer, or join in, cooperate with or
encourage others in connection with the institution against the Seller, or the
Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States federal
or state bankruptcy or similar law in connection with any obligations relating
to the Notes, this Indenture or any of the Basic Documents or any of the
Related Documents.


 


SECTION
11.18          Limited
Recourse.


 


(a)                              Notwithstanding anything in the Related
Documents to the contrary, the Notes constitute limited recourse obligations of
the Issuer and are limited in recourse to the Series Trust Estate. The
Indenture Trustee, by entering into this Indenture and the Series Supplement,
and each Noteholder agree that recourse for the Notes is limited to the Series
Trust Estate and, if the Series Trust Estate shall prove to be insufficient to
pay amounts due under the Notes, the Noteholders shall have no claim against
the assets of the Issuer or the Seller other than the Series Trust Estate.


 


(b)                             If, notwithstanding paragraph (a) above,
the Noteholders are deemed to have any interest in any asset of the Seller
other than the Seller’s interest in the Series Trust Estate, including any
interest in assets of the Seller pledged to secure debt obligations of the
Seller other than the Notes, the Indenture Trustee, by entering into this
Indenture and the Series Supplement, and each Noteholder agree that any such
interest is subordinate to the claims of the holders of any such debt
obligations, and the Noteholders 


 


61

















 


shall
have no rights in such assets until such other debt obligations are
indefeasibly paid in full. The agreement of the Indenture Trustee and the
Noteholders pursuant to this Section 11.18(b) is intended to constitute a
subordination agreement for the purposes of Section 510(a) of the Bankruptcy
Code.


 


SECTION
11.19          Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, 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 may reasonably determine that
such disclosure is consistent with its Obligations hereunder.


 


SECTION
11.20          Limitation
of Liability. It is expressly
understood and agreed by the parties hereto that (a) this Indenture is executed
and delivered by the Owner Trustee, not individually or personally but solely
as Owner Trustee of the Issuer under the Trust Agreement, in the exercise of
the powers and authority conferred and vested in it, (b) each of the representations,
undertakings and agreements herein made on the part of the Issuer is made and
intended not as personal representations, undertakings and agreements by the
Owner Trustee but is made and intended for the purpose of binding only the
Issuer, (c) nothing herein contained shall be construed as creating any
liability on the Owner Trustee individually or personally, to perform any
covenant either expressed or implied contained herein, all such liability, if
any, being expressly waived by the parties to this Indenture and by any person
claiming by, through or under them and (d) under no circumstances shall the
Owner Trustee be personally liable for the payment of any indebtedness or
expenses of the Issuer or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaking by the Issuer under
this Indenture or any related documents.


 


SECTION
11.21          Waiver
of Jury Trial. Each party to this
Indenture hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of
or relating to this Agreement, the Notes or the transactions contemplated
hereby.


 


[Signature Page Follows]


 


62

















 


IN
WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this
Indenture to be duly executed by their respective officers, hereunto duly
authorized, all as of the day and year first above written.


 


	
   

  	
  HSBC
  AUTOMOTIVE TRUST (USA) 2006-2

  
	
   

  	
   

  
	
   

  	
  By:

  	
  U.S.
  Bank Trust National Association,

  
	
   

  	
   

  	
  not
  in its individual capacity but solely as 

  
	
   

  	
   

  	
  Owner
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Patricia M. Child

  	
   

  
	
   

  	
   

  	
  Name:
  Patricia M. Child

  
	
   

  	
   

  	
  Title:
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK, not in its individual 

  
	
   

  	
  capacity
  but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Alan Li

  	
   

  
	
   

  	
   

  	
  Name:
  Alan Li

  
	
   

  	
   

  	
  Title:
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC
  BANK USA, NATIONAL ASSOCIATION,

  
	
   

  	
  as
  Administrator

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Susie Moy

  	
   

  
	
   

  	
   

  	
  Name:
  Susie Moy

  
	
   

  	
   

  	
  Title:
  Vice President

  
					



 

















 


Exhibit A


 


FORM OF TRANSFEREE CERTIFICATE


 


Pursuant
to Section 2.4 of the Indenture dated as of July 26, 2006 between HSBC
Automotive Trust (USA) 2006-2, The Bank of New York, a New York banking
corporation, and HSBC Bank USA, National Association, a national banking
association,                                   
(the “Transferee”) hereby certifies on the date hereof that either (check
appropriate certification):


 


             (i) the Transferee is not (A) an employee
benefit plan (within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”)) that is subject to Title I
of ERISA or (B) a plan (within the meaning of Section 4975(e)(1) of the
Internal Revenue Code of 1986, as amended (the “Code”)) that is subject to
Section 4975 of the Code (each of the foregoing, a “Plan”), and is not acting
on behalf of or investing the assets of a Plan; or


 


             (ii) that the Transferee’s acquisition and
continued holding of the Definitive Note will be covered by a prohibited
transaction class exemption issued by the U.S. Department of Labor.


 


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  [Name
  of Transferee]