efc8-1142_6661328ex42.htm


    EXHIBIT
4.2

     

    
       

       

      
 

      EXECUTION
COPY

       

    

     

     

     

     

     

    INDENTURE

     

    among

     

    MERRILL
AUTO TRUST SECURITIZATION 2008-1,

    as
Issuer,

     

    CITIBANK,
N.A.,

    as
Indenture Trustee,

     

    and

     

    U.S. BANK
NATIONAL ASSOCIATION,

    as
Securities Administrator.

     

    Dated as
of June 30, 2008

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              TABLE OF CONTENTS

            
	 
	
              Page

            
	 
	
              ARTICLE
      I

              DEFINITIONS,
      USAGE AND INCORPORATION BY REFERENCE

            
	 
	
              SECTION
      1.1.

            	
              Definitions
      and Usage

            	
              2

            
	
              SECTION
      1.2.

            	
              Incorporation
      by Reference of Trust Indenture Act

            	
              2

            
	 	 	 
	
              ARTICLE
      II

              THE
      NOTES

            
	 
	
              SECTION
      2.1.

            	
              Form

            	
              3

            
	
              SECTION
      2.2.

            	
              Execution,
      Authentication and Delivery

            	
              3

            
	
              SECTION
      2.3.

            	
              Temporary
      Notes

            	
              4

            
	
              SECTION
      2.4.

            	
              Tax
      Treatment

            	
              5

            
	
              SECTION
      2.5.

            	
              Registration;
      Registration of Transfer and Exchange

            	
              5

            
	
              SECTION
      2.6.

            	
              Mutilated,
      Destroyed, Lost or Stolen Notes

            	
              6

            
	
              SECTION
      2.7.

            	
              Persons
      Deemed Owners

            	
              7

            
	
              SECTION
      2.8.

            	
              Payment
      of Principal and Interest; Defaulted Interest

            	
              7

            
	
              SECTION
      2.9.

            	
              Cancellation

            	
              8

            
	
              SECTION
      2.10.

            	
              Release
      of Collateral

            	
              9

            
	
              SECTION
      2.11.

            	
              Book-Entry
      Notes

            	
              9

            
	
              SECTION
      2.12.

            	
              Notices
      to Clearing Agency

            	
              10

            
	
              SECTION
      2.13.

            	
              Definitive
      Notes

            	
              10

            
	
              SECTION
      2.14.

            	
              Authenticating
      Agents

            	
              10

            
	 	 	 
	
              ARTICLE
      III

              COVENANTS

            
	 
	
              SECTION
      3.1.

            	
              Payment
      of Principal and Interest

            	
              11

            
	
              SECTION
      3.2.

            	
              Maintenance
      of Office or Agency

            	
              11

            
	
              SECTION
      3.3.

            	
              Money
      for Payments To Be Held in Trust

            	
              12

            
	
              SECTION
      3.4.

            	
              Existence

            	
              13

            
	
              SECTION
      3.5.

            	
              Protection
      of Indenture Trust Estate

            	
              13

            
	
              SECTION
      3.6.

            	
              Opinions
      as to Indenture Trust Estate

            	
              15

            
	
              SECTION
      3.7.

            	
              Performance
      of Obligations; Servicing of Receivables

            	
              15

            
	
              SECTION
      3.8.

            	
              Negative
      Covenants

            	
              18

            
	
              SECTION
      3.9.

            	
              Annual
      Statement as to Compliance

            	
              19

            
	
              SECTION
      3.10.

            	
              Issuer
      May Consolidate, etc., Only on Certain Terms

            	
              19

            
	
              SECTION
      3.11.

            	
              Successor
      or Transferee

            	
              20

            
	
              SECTION
      3.12.

            	
              No
      Other Business

            	
              21

            
	
              SECTION
      3.13.

            	
              No
      Borrowing

            	
              21

            
	
              SECTION
      3.14.

            	
              Master
      Servicer’s Obligations

            	
              21

            
	
              SECTION
      3.15.

            	
              Guarantees,
      Loans, Advances and Other Liabilities

            	
              21

            
	
              SECTION
      3.16.

            	
              Capital
      Expenditures

            	
              21

            
	
              SECTION
      3.17.

            	
              Further
      Instruments and Acts

            	
              21

            


    

     

     

    
      
        
        

      

      
        I

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              SECTION
      3.18.

            	
              Restricted
      Payments

            	
              21

            
	
              SECTION
      3.19.

            	
              Notice
      of Events of Default

            	
              22

            
	
              SECTION
      3.20.

            	
              Issuer’s
      Obligations under each ISDA Master Agreement.

            	
              22

            
	
              SECTION
      3.21.

            	
              Calculation
      Agent

            	
              23

            
	 	 	 
	
              ARTICLE
      IV

              SATISFACTION
      AND DISCHARGE

            
	 
	
              SECTION
      4.1.

            	
              Satisfaction
      and Discharge of Indenture

            	
              23

            
	
              SECTION
      4.2.

            	
              Application
      of Trust Money

            	
              24

            
	
              SECTION
      4.3.

            	
              Repayment
      of Monies Held by Note Paying Agent

            	
              24

            
	 	 	 
	
              ARTICLE
      V

              REMEDIES

            
	 
	
              SECTION
      5.1.

            	
              Events
      of Default

            	
              25

            
	
              SECTION
      5.2.

            	
              Acceleration
      of Maturity; Rescission and Annulment

            	
              26

            
	
              SECTION
      5.3.

            	
              Collection
      of Indebtedness and Suits for Enforcement by Indenture
    Trustee

            	
              27

            
	
              SECTION
      5.4.

            	
              Remedies;
      Priorities

            	
              29

            
	
              SECTION
      5.5.

            	
              Optional
      Preservation of the Receivables

            	
              32

            
	
              SECTION
      5.6.

            	
              Limitation
      of Suits

            	
              32

            
	
              SECTION
      5.7.

            	
              Unconditional
      Rights of Noteholders To Receive Principal and Interest

            	
              33

            
	
              SECTION
      5.8.

            	
              Restoration
      of Rights and Remedies

            	
              33

            
	
              SECTION
      5.9.

            	
              Rights
      and Remedies Cumulative

            	
              33

            
	
              SECTION
      5.10.

            	
              Delay
      or Omission Not a Waiver

            	
              33

            
	
              SECTION
      5.11.

            	
              Control
      by Controlling Class

            	
              33

            
	
              SECTION
      5.12.

            	
              Waiver
      of Past Defaults

            	
              34

            
	
              SECTION
      5.13.

            	
              Undertaking
      for Costs

            	
              34

            
	
              SECTION
      5.14.

            	
              Waiver
      of Stay or Extension Laws

            	
              35

            
	
              SECTION
      5.15.

            	
              Action
      on Notes

            	
              35

            
	
              SECTION
      5.16.

            	
              Performance
      and Enforcement of Certain Obligations

            	
              35

            
	 	 	 
	
              ARTICLE
      VI

              THE
      INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR

            
	 
	
              SECTION
      6.1.

            	
              Duties
      of Indenture Trustee

            	
              36

            
	
              SECTION
      6.2.

            	
              Rights
      of Indenture Trustee

            	
              37

            
	
              SECTION
      6.3.

            	
              Individual
      Rights of Indenture Trustee

            	
              39

            
	
              SECTION
      6.4.

            	
              Indenture
      Trustee’s Disclaimer

            	
              39

            
	
              SECTION
      6.5.

            	
              Notice
      of Defaults

            	
              39

            
	
              SECTION
      6.6.

            	
              [Reserved].

            	
              39

            
	
              SECTION
      6.7.

            	
              Compensation
      and Indemnity

            	
              39

            
	
              SECTION
      6.8.

            	
              Replacement
      of Indenture Trustee

            	
              40

            
	
              SECTION
      6.9.

            	
              Successor
      Indenture Trustee by Merger

            	
              41

            
	
              SECTION
      6.10.

            	
              Appointment
      of Co-Indenture Trustee or Separate Indenture Trustee

            	
              42

            
	
              SECTION
      6.11.

            	
              Eligibility;
      Disqualification

            	
              43

            


    

     

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              SECTION
      6.12.

            	
              Preferential
      Collection of Claims Against Issuer

            	
              44

            
	
              SECTION
      6.13.

            	
              Duties
      of Securities Administrator

            	
              44

            
	
              SECTION
      6.14.

            	
              Rights
      of Securities Administrator

            	
              46

            
	
              SECTION
      6.15.

            	
              Individual
      Rights of Securities Administrator

            	
              47

            
	
              SECTION
      6.16.

            	
              Securities
      Administrator’s Disclaimer

            	
              47

            
	
              SECTION
      6.17.

            	
              Reports
      by Securities Administrator to Noteholders

            	
              47

            
	
              SECTION
      6.18.

            	
              Compensation
      and Indemnity

            	
              48

            
	
              SECTION
      6.19.

            	
              Replacement
      of Securities Administrator

            	
              48

            
	
              SECTION
      6.20.

            	
              Successor
      Securities Administrator by Merger

            	
              49

            
	
              SECTION
      6.21.

            	
              Eligibility;
      Disqualification

            	
              50

            
	 	 	 
	
              ARTICLE
      VII

              NOTEHOLDERS’
      LISTS AND REPORTS

            
	 
	
              SECTION
      7.1.

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

            	
              50

            
	
              SECTION
      7.2.

            	
              Preservation
      of Information; Communications to Noteholders.

            	
              50

            
	
              SECTION
      7.3.

            	
              Reports
      by Issuer

            	
              51

            
	
              SECTION
      7.4.

            	
              Reports
      by Securities Administrator

            	
              51

            
	 	 	 
	
              ARTICLE
      VIII

              ACCOUNTS,
      DISBURSEMENTS AND RELEASES

            
	 
	
              SECTION
      8.1.

            	
              Collection
      of Money

            	
              52

            
	
              SECTION
      8.2.

            	
              Trust
      Accounts.

            	
              52

            
	
              SECTION
      8.3.

            	
              General
      Provisions Regarding Accounts

            	
              55

            
	
              SECTION
      8.4.

            	
              Release
      of Indenture Trust Estate

            	
              56

            
	
              SECTION
      8.5.

            	
              Opinion
      of Counsel

            	
              57

            
	 	 	 
	
              ARTICLE
      IX

              SUPPLEMENTAL
      INDENTURES

            
	 
	
              SECTION
      9.1.

            	
              Supplemental
      Indentures Without Consent of Noteholders.

            	
              57

            
	
              SECTION
      9.2.

            	
              Supplemental
      Indentures with Consent of Noteholders

            	
              58

            
	
              SECTION
      9.3.

            	
              Execution
      of Supplemental Indentures

            	
              60

            
	
              SECTION
      9.4.

            	
              Effect
      of Supplemental Indenture

            	
              60

            
	
              SECTION
      9.5.

            	
              Conformity
      with Trust Indenture Act

            	
              61

            
	
              SECTION
      9.6.

            	
              Reference
      in Notes to Supplemental Indentures

            	
              61

            
	 	 	 
	
              ARTICLE
      X

              PREPAYMENT

            
	 
	
              SECTION
      10.1.

            	
              Optional
      Prepayment

            	
              61

            
	
              SECTION
      10.2.

            	
              Form of
      Prepayment Notice

            	
              61

            
	
              SECTION
      10.3.

            	
              Notes
      Payable on Prepayment Date

            	
              62

            
	 	 	 


    

     

     

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              ARTICLE
      XI

              MISCELLANEOUS

            
	 
	
              SECTION
      11.1.

            	
              Compliance
      Certificates and Opinions, Etc

            	
              62

            
	
              SECTION
      11.2.

            	
              Form of
      Documents Delivered to Indenture Trustee and the Securities
      Administrator

            	
              64

            
	
              SECTION
      11.3.

            	
              Acts
      of Noteholders

            	
              65

            
	
              SECTION
      11.4.

            	
              Notices,
      etc., to Indenture Trustee, Securities Administrator, Issuer, Rating
      Agencies and Counterparties

            	
              65

            
	
              SECTION
      11.5.

            	
              Notices
      to Noteholders; Waiver.

            	
              66

            
	
              SECTION
      11.6.

            	
              Alternate
      Payment and Notice Provisions

            	
              66

            
	
              SECTION
      11.7.

            	
              Conflict
      with Trust Indenture Act

            	
              67

            
	
              SECTION
      11.8.

            	
              Effect
      of Headings and Table of Contents

            	
              67

            
	
              SECTION
      11.9.

            	
              Successors
      and Assigns

            	
              67

            
	
              SECTION
      11.10.

            	
              Separability

            	
              67

            
	
              SECTION
      11.11.

            	
              Benefits
      of Indenture

            	
              67

            
	
              SECTION
      11.12.

            	
              Legal
      Holidays

            	
              67

            
	
              SECTION
      11.13.

            	
              GOVERNING
      LAW

            	
              67

            
	
              SECTION
      11.14.

            	
              Counterparts

            	
              68

            
	
              SECTION
      11.15.

            	
              Recording
      of Indenture

            	
              68

            
	
              SECTION
      11.16.

            	
              Trust
      Obligation

            	
              68

            
	
              SECTION
      11.17.

            	
              No
      Petition

            	
              68

            
	
              SECTION
      11.18.

            	
              Subordination
      Agreement

            	
              69

            
	
              SECTION
      11.19.

            	
              No
      Recourse

            	
              69

            
	
              SECTION
      11.20.

            	
              Inspection

            	
              69

            
	
              SECTION
      11.21.

            	
              Representations
      and Warranties as to the Security Interest of the Indenture Trustee in the
      Receivables

            	
              69

            
	 
      	 
      	 
      
	
              EXHIBIT A-1

            	
              Form
      of Class A-1 Note

            	
              A-1-1

            
	
              EXHIBIT A-2a

            	
              Form
      of Class A-2a Note

            	
              A-2a-1

            
	
              EXHIBIT A-2b

            	
              Form
      of Class A-2b Note

            	
              A-2b-1

            
	
              EXHIBIT
      A-3a

            	
              Form
      of Class A-3a Note

            	
              A-3a-1

            
	
              EXHIBIT
      A-3b

            	
              Form
      of Class A-3b Note

            	
              A-3b-1

            
	
              EXHIBIT
      A-4a

            	
              Form
      of Class A-4a Note

            	
              A-4a-1

            
	
              EXHIBIT
      A-4b

            	
              Form
      of Class A-4b Note

            	
              A-4b-1

            
	
              EXHIBIT B

            	
              Form
      of Class B Note

            	
              B-1

            
	
              EXHIBIT C

            	
              Form
      of Class C Note

            	
              C-1

            
	
              SCHEDULE
      A

            	
              Schedule of
      Receivables

            	
              SA-1

            
	
              APPENDIX A

            	
              Definitions
      and Usage

            	
              AA-1

            


    

     

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

     

    INDENTURE,
dated as of June 30, 2008 (as from time to time amended, supplemented or
otherwise modified and in effect, this “Indenture”) among MERRILL AUTO TRUST
SECURITIZATION 2008-1, a Delaware statutory trust, as issuer (the “Issuer”),
CITIBANK, N.A., a national banking association, as Trustee and not in its
individual capacity (in such capacity, the “Indenture Trustee”), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association, as securities
administrator and not in its individual capacity (in such capacity, the
“Securities Administrator”).

     

    Each
party agrees as follows for the benefit of the other parties and, subject to the
subordination provisions of this Indenture, for the equal and ratable benefit of
the Counterparties and the holders of the Issuer’s $67,900,000 aggregate
principal amount of Class A-1 2.91653% Asset Backed Notes (the “Class A-1
Notes”), $58,200,000 aggregate principal amount of Class A-2a 4.27000%
Asset Backed Notes (the “Class A-2a Notes”), $24,000,000 aggregate principal
amount of Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”),
$50,400,000 aggregate principle amount of Class A-3a 5.50000% Asset Backed Notes
(the “Class A-3a Notes”), $46,000,000 aggregate principal amount of Class A-3b
Floating Rate Asset Backed Notes (the “Class A-3b Notes”), $32,880,000 aggregate
principle amount of Class A-4a 6.15000% Asset Backed Notes (the “Class A-4a
Notes”), $30,000,000 aggregate principal amount of Class A-4b Floating Rate
Asset Backed Notes (the “Class A-4b Notes”), $23,384,000 aggregate principal
amount of Class B 6.75000% Asset Backed Notes (the “Class B Notes”) and the
$16,189,000 aggregate principal amount of Class C 7.11000% Asset Backed Notes
(the “Class C Notes” and together with the Class A Notes and the Class B Notes,
the “Notes”) (the “Class C Notes” and, together with the Class A Notes
and the Class B Notes, the “Notes”):

     

    GRANTING
CLAUSE

     

    The
Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture
Trustee for the benefit of the Noteholders and the Counterparties, all of the
Issuer’s right, title and interest in, to and under the following property,
whether now owned or existing or hereafter acquired or arising: (a) the
Receivables; (b) monies received thereunder on or after the Cut-off Date
(other than the portion of any Obligor payment related to the interest accrued
on each Receivable up to its last scheduled payment date on or prior to June 30,
2008); (c) the security interests in the Financed Vehicles granted by
Obligors pursuant to the Receivables and any other interest of the Issuer in the
Financed Vehicles; (d) proceeds with respect to the Receivables from claims
on any theft, physical damage, credit life, credit disability, or other
insurance policies covering Financed Vehicles or Obligors; (e) the
Receivable Files; (f) the Trust Accounts and all amounts, securities,
investments, investment property and other property deposited in or credited to
any of the foregoing, all security entitlements relating to the foregoing and
all proceeds thereof; (g) the Sale and Servicing Agreement; (h) the
Receivables Purchase Agreement; (i) all property (including the right to
receive Liquidation Proceeds) securing a Receivable (other than a Receivable
purchased by the Master Servicer or repurchased by the, Seller, the Depositor or
the Administrator); (j) rebates of premiums and other amounts relating to
insurance policies and other items financed under the Receivables in effect as
of the Cut-off Date; (k) each Interest Rate Swap Agreement and (l) all
present and future claims, demands, causes of action and chooses in action in
respect of any or all of the foregoing and all payments on or under and all
proceeds of every kind and nature whatsoever in respect of any or all of the
foregoing, including all proceeds of the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    proceeds,
accounts, accounts receivable, notes, drafts, acceptances, chattel paper,
checks, deposit accounts, insurance proceeds, condemnation awards, rights to
payment of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing (collectively, the
“Collateral”).

     

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

     

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

     

    ARTICLE
I

     

    DEFINITIONS,
USAGE AND INCORPORATION BY REFERENCE

     

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

     

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

     

    “indenture
securities” shall mean the Notes.

     

    “indenture
security holder” shall mean a Noteholder.

     

    “indenture
to be qualified” shall mean this Indenture.

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    ARTICLE
II

     

    THE
NOTES

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              Class

            	
              Initial
      Aggregate

              Principal
      Amount

            
	
              Class A-1
      Notes

            	
              $67,900,000

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      	
              Class A-2a
      Notes

            	
              $58,200,000

            
	 	 
	
              Class
      A-2b Notes

            	
              $24,000,000

            
	 	 
	
              Class A-3a
      Notes

            	
              $50,400,000

            
	 	 
	
              Class
      A-3b Notes

            	
              $46,000,000

            
	 	 
	
              Class A-4a
      Notes

            	
              $32,880,000

            
	 	 
	
              Class
      A-4b Notes

            	
              $30,000,000

            
	 	 
	
              Class B
      Notes

            	
              $23,384,000

            
	 	 
	
              Class C
      Notes

            	
              $16,189,000

            
	 
      	 
      


    

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

     

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

     

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

     

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

     

    If
temporary Notes are issued, the Issuer shall cause definitive Notes to be
prepared without unreasonable delay.  After the preparation of
definitive Notes, the temporary Notes shall be exchangeable for definitive Notes
upon surrender of the temporary Notes at the office or agency of the Issuer to
be maintained as provided in Section 3.2, without charge to the
Noteholder.  Upon surrender for cancellation of any one or more
temporary Notes, the Issuer 

     

     

    
      
        
        

      

      
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    shall
execute, and the Securities Administrator shall authenticate and deliver in
exchange therefor, a like principal amount of definitive Notes of authorized
denominations.  Until so exchanged, the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as
Notes.

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    (e) Every
Note presented or surrendered for registration of transfer or exchange shall be
(i) duly endorsed by, or be accompanied by a written instrument of transfer
in form satisfactory to the Securities Administrator and the Note Registrar duly
executed by, the Noteholder thereof or such Noteholder’s attorney duly
authorized in writing, with such signature guaranteed by an “eligible guarantor
institution” meeting the requirements of the Note Registrar and
(ii) accompanied by such other documents or evidence as the Securities
Administrator and the Note Registrar may require.

     

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

     

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

     

    (h) Each
Person that acquires a Note in definitive form shall be required to represent,
and each Person that acquires a Note will be deemed to represent by its
acceptance of the Note, that (x) it is not, and it is not acquiring the Note on
behalf of or with “plan assets” (as determined under Department of Labor
Regulation § 2510.3-101 or otherwise) of, a Plan, or any employee benefit plan
subject to Similar Law, (y) it is acquiring a Class A or a Class B note and its
acquisition and holding of such Note are eligible for relief under Prohibited
Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60,
PTCE 96-23 or a similar exemption, or, in the case of an employee benefit plan
subject to Similar Law, do not result in a nonexempt violation of Similar Law,
or (z) it is or is acting on behalf of an employee benefit plan subject to
Similar Law and is acquiring a Class C Note, and it acquisition and holding of
such note will not give rise to a nonexempt violation of Similar
Law.

     

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

     

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

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    when so
due or payable or upon the Prepayment 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 to the preceding sentence, a protected purchaser of
the original Note in lieu of which such replacement Note was issued presents for
payment such original Note, the Issuer and the Securities Administrator shall be
entitled to recover such replacement Note (or such payment) from the Person to
whom it was delivered or any Person taking such replacement Note from such
Person to whom such replacement Note was delivered or any assignee of such
Person, except a protected purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuer, the Indenture Trustee or the Securities
Administrator in connection therewith.

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

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


     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

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

     

    SECTION
2.10. Release of
Collateral.  Subject to Section 11.1 and the terms of the
Basic Documents, the Indenture Trustee shall release property from the lien of
this Indenture only upon receipt of an Issuer Request accompanied by an
Officer’s Certificate, an Opinion of Counsel and Independent Certificates in
accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion of Counsel
in lieu of such Independent Certificates to the effect that the TIA does not
require any such Independent Certificates.  If the Commission shall
issue an exemptive order under TIA Section 304(d) modifying the Issuer’s
obligations under TIA Sections 314(c) and 314(d)(1), subject to
Section 11.1 and the terms of the Basic Documents, the Indenture Trustee
shall release property from the lien of this Indenture in accordance with the
conditions and procedures set forth in such exemptive order.

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

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

     

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

     

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

     

    ARTICLE
III

     

    COVENANTS

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

    (iii) enforce
any of the Collateral; or

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

    SECTION
3.6. Opinions as to Indenture
Trust Estate.

     

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

     

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

     

    SECTION
3.7. Performance of Obligations;
Servicing of Receivables.

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

    (A) either:

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
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    ARTICLE
V

     

    REMEDIES

     

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

     

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

     

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

     

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

     

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

     

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

     

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

    (b) In case
the Issuer shall fail forthwith to pay such amounts upon such demand, the
Indenture Trustee, in its own name and as trustee of an express trust, may
institute a Proceeding for the collection of the sums so due and unpaid, and may
prosecute such Proceeding to judgment or final decree, and may enforce the same
against the Issuer or other obligor upon such Notes and collect in the manner
provided by law out of the property of the Issuer or other obligor upon such
Notes, wherever situated, the monies adjudged or decreed to be
payable.

     

    (c) If an
Event of Default occurs and is continuing, the Indenture Trustee, as more
particularly provided in Section 5.4, in its discretion, may proceed to
protect and enforce its rights and the rights of the Noteholders, by such
appropriate Proceedings as the Indenture Trustee shall deem most effective to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy or legal or equitable
right vested in the Indenture Trustee by this Indenture or by law.

     

    (d) In case
there shall be pending, relative to the Issuer or any other obligor upon the
Notes or any Person having or claiming an ownership interest in the Indenture
Trust Estate, Proceedings under Title 11 of the United States Code or any other
applicable federal or State bankruptcy, insolvency or other similar law, or in
case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable Proceedings relative to the Issuer or other
obligor upon the Notes, or to the creditors or property of the Issuer or such
other obligor, the Indenture Trustee, irrespective of whether the principal of
any Notes shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Indenture Trustee shall have made
any demand pursuant to the provisions of this Section 5.3, shall be
entitled and empowered, by intervention in such Proceedings or
otherwise:

     

    (i) to file
and prove a claim or claims for the whole amount of principal and interest owing
and unpaid in respect of the Notes and to file such other papers or

     

     

    
      
        
        

      

      
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    documents
as may be necessary or advisable in order to have the claims of the Indenture
Trustee (including any claim for reasonable compensation to the Indenture
Trustee, the Securities Administrator and each predecessor Indenture Trustee and
Securities Administrator, and their respective agents, attorneys and counsel,
and for reimbursement of all expenses and liabilities incurred, and all advances
and disbursements made, by the Indenture Trustee, the Securities Administrator
and each predecessor Indenture Trustee and Securities Administrator, except as a
result of negligence or bad faith) and of the Noteholders allowed in such
Proceedings;

     

    (ii) unless
prohibited by applicable law and regulations, to vote on behalf of the
Noteholders in any election of a trustee, a standby trustee or Person performing
similar functions in any such Proceedings;

     

    (iii) to
collect and receive any monies or other property payable or deliverable on any
such claims and to pay all amounts received with respect to the claims of the
Noteholders and of the Indenture Trustee on their behalf; and

     

    (iv) to file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Indenture Trustee or the
Noteholders allowed in any judicial Proceedings relative to the Issuer, its
creditors and its property;

     

    and any
trustee, receiver, liquidator, custodian or other similar official in any such
Proceeding is hereby authorized by each of such Noteholders to make payments to
the Indenture Trustee and, in the event that the Indenture Trustee shall consent
to the making of payments directly to such Noteholders, to pay to the Indenture
Trustee and the Securities Administrator such amounts as shall be sufficient to
cover reasonable compensation to the Indenture Trustee, the Securities
Administrator, each predecessor Indenture Trustee and Securities Administrator
and their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances and disbursements made, by the Indenture
Trustee, the Securities Administrator and each predecessor Indenture Trustee and
Securities Administrator, except as a result of negligence or bad faith, and any
other amounts due the Indenture Trustee pursuant to Section 6.7 and the
Securities Administrator pursuant to Section 6.18.

     

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

     

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


     

     

    
      
        
        

      

      
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    Administrator,
each predecessor Indenture Trustee and Securities Administrator and their
respective agents, attorneys and counsel, shall be for the ratable benefit of
the Noteholders in respect of which such judgment has been
recovered.

     

    (g) In any
Proceedings brought by the Indenture Trustee (and also any Proceedings involving
the interpretation of any provision of this Indenture to which the Indenture
Trustee shall be a party), the Indenture Trustee shall be held to represent all
the Noteholders, and it shall not be necessary to make any Noteholder a party to
any such Proceedings.

     

    SECTION
5.4. Remedies;
Priorities.  (a)  If an Event of Default shall have
occurred and be continuing, the Indenture Trustee (with respect to items (i) to
(iii) of this Section 5.4), or the Securities Administrator on its
behalf,  may, or at the written direction of Noteholders of Notes
evidencing not less than a majority of the Outstanding Amount of the Controlling
Class, shall, do one or more of the following (subject to Section 5.5 and
6.2(f)):

     

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

     

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

     

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

     

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

     

    provided, however, the
Securities Administrator may not sell or otherwise liquidate the Indenture Trust
Estate following an Event of Default, other than Event of Default described in
Section 5.1(i) or (ii), unless, (i) with respect to any Event of
Default described in  Section 5.1(v) or (vi):

     

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

     

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

     

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


     

     

    
      
        
        

      

      
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    as they
would have become due if the Notes had not been declared due and payable and
obtains the consent of holders of Notes evidencing not less than 662⁄3% of the
Outstanding Amount of the Controlling Class; or

     

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

     

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

     

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

     

    In
determining such sufficiency or insufficiency with respect to
clauses (i)(B) and (ii)(B) above, the Securities Administrator may, but
need not, obtain and rely upon an opinion of an Independent investment banking
or accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Indenture Trust Estate for such
purpose.

     

    (b) Notwithstanding
the provisions of Section 8.2 of this Indenture or Section 4.5 of the
Sale and Servicing Agreement, if the Indenture Trustee collects any money or
property pursuant to liquidations of the Receivables in accordance with this
Article V, it shall pay out the money or property in the following order of
priority:

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
Indenture Trustee, in consultation with the Securities Administrator, may fix a
record date and payment date for any payment to Noteholders pursuant to this
Section 5.4.  At least 15 days before such record date, the
Securities Administrator shall mail to each Noteholder a notice that states the
record date, the payment date and the amount to be paid.

     

    (c) Upon a
sale or other liquidation of the Receivables in the manner set forth in
Section 5.4(a), the Indenture Trustee shall cause the Securities
Administrator  to provide reasonable prior notice of such sale or
liquidation to each Noteholder.  A Noteholder may submit a bid with
respect to such sale.  For the avoidance of doubt, the Depositor and
any of its Affiliates may submit a bid with respect to such sale.

     

     

    
      
        
        

      

      
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    SECTION
5.5. Optional Preservation of the
Receivables.  If the Notes have been declared to be due and
payable under Section 5.2 following an Event of Default, and such
declaration and its consequences have not been rescinded and annulled, the
Indenture Trustee may, but need not, elect to maintain possession of the
Indenture Trust Estate and apply proceeds as if there had been no declaration of
acceleration.  It is the desire of the parties hereto and the
Noteholders that there be at all times sufficient funds for the payment of
principal of and interest on the Notes, and the Indenture Trustee shall take
such desire into account when determining whether or not to maintain possession
of the Indenture Trust Estate.  In determining whether to maintain
possession of the Indenture Trust Estate, the Indenture Trustee may, but need
not, obtain and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Indenture Trust Estate for such
purpose.

     

    SECTION
5.6. Limitation of
Suits.  No Noteholder shall have any right to institute any
Proceeding, judicial or otherwise, with respect to this Indenture or for the
appointment of a receiver or trustee, or for any other remedy hereunder,
unless:

     

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

     

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

     

    (c) such
Noteholder or Noteholders 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;

     

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

     

    (e) no
direction inconsistent with such written request has been given to the Indenture
Trustee during such 60-day period by the Noteholders of Notes evidencing not
less than a majority of the Outstanding Amount of the Controlling
Class.

     

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

     

    In the
event the Indenture Trustee shall receive conflicting or inconsistent requests
and indemnity from two or more groups of Noteholders, each evidencing less than
a majority of the Outstanding Amount of the Controlling Class, the Indenture
Trustee shall act at the direction of the group of Noteholders representing the
greater principal amount of the Notes.  If the Indenture Trustee
receives conflicting or inconsistent requests and indemnity from two or more
groups of Noteholders representing an equal Outstanding Amount of the
Controlling Class, the Indenture Trustee in its sole discretion may determine
what action, if any, shall be taken, notwithstanding 

     

     

    
      
        
        

      

      
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    any other
provisions of this Indenture.  The Indenture Trustee shall be fully
protected and shall incur no liability for acting, or refraining from acting in
accordance with this Section.

     

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

     

    SECTION
5.8. Restoration of Rights and
Remedies.  If the Indenture Trustee or any Noteholder has
instituted any Proceeding to enforce any right or remedy under this Indenture
and such Proceeding has been discontinued or abandoned for any reason or has
been determined adversely to the Indenture Trustee or to such Noteholder, then
and in every such case the Issuer, the Indenture Trustee and the Noteholders
shall, subject to any determination in such Proceeding, be restored severally
and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Indenture Trustee and the Noteholders shall continue as
though no such Proceeding had been instituted.

     

    SECTION
5.9. Rights and Remedies
Cumulative.  No right or remedy herein conferred upon or
reserved to the Indenture Trustee or to the Noteholders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     

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

     

    SECTION
5.11. Control by Controlling
Class.  The Noteholders of Notes evidencing not less than a
majority of the Outstanding Amount of the Controlling Class shall have the
right, subject to Section 6.2(f), to direct the time, method and place of
conducting any Proceeding for any remedy available to the Indenture Trustee with
respect to the Notes or exercising any trust or power conferred on the Indenture
Trustee; provided that:

     

    (a) such
direction shall not be in conflict with any rule of law or with this
Indenture;

     

    (b) subject
to the express terms of Section 5.4, any direction to the Securities
Administrator to sell or liquidate the Indenture Trust Estate shall be by
Noteholders evidencing not less than 100% of the Outstanding Amount of the
Controlling Class;

     

     

    
      
        
        

      

      
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    (c) if the
conditions set forth in Section 5.5 have been satisfied and the Indenture
Trustee elects to retain the Indenture Trust Estate pursuant to such
Section 5.5, then any direction to the Securities Administrator by
Noteholders of Notes evidencing less than 100% of the Outstanding Amount of the
Controlling Class to sell or liquidate the Indenture Trust Estate shall be of no
force and effect; and

     

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

     

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

     

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

     

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

     

    SECTION
5.13. Undertaking for
Costs.  All parties to this Indenture agree, and each
Noteholder by such Noteholder’s acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.13 shall not apply to (a) any suit
instituted by the Indenture Trustee, (b) any suit instituted by any
Noteholder or group of Noteholders, in each case holding in the aggregate more
than 10% of the Outstanding Amount of the Notes (or in the case of a right or
remedy under this Indenture which is instituted by the Controlling Class, more
than 10% Outstanding Amount of the Controlling Class) or (c) any suit
instituted by any Noteholder for the enforcement of the payment of principal of
or interest on any Note on or after the respective due dates expressed in such
Note and in this Indenture.

     

     

    
      
        
        

      

      
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    SECTION
5.14. Waiver of Stay or Extension
Laws.  The Issuer covenants (to the extent that it may lawfully
do so) that it shall not at any time insist upon, or plead or in any manner
whatsoever, claim or take the benefit or advantage of, any stay or extension law
wherever enacted, now or at any time hereafter in force, that may affect the
covenants or the performance of this Indenture, and the Issuer (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants that it shall not hinder, delay or impede the
execution of any power herein granted to the Indenture Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

     

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

     

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

     

    (b) If an
Event of Default has occurred and is continuing, the Indenture Trustee may, and
at the direction (which direction shall be in writing or by telephone, confirmed
in writing promptly thereafter) of the Noteholders of Notes evidencing not less
than a majority of the Outstanding Amount of the Controlling Class shall,
exercise all rights, remedies, powers, privileges and claims of the Issuer
against the Seller or the Master Servicer under or in connection with the
Receivables Purchase Agreement and the Sale and Servicing Agreement, including
the right or power to take any action to compel or secure performance or
observance by the Seller, or the Master Servicer, as the case may be, of each of
their obligations to the Issuer thereunder and to give any consent, request,
notice, direction, approval, extension, or waiver under the Sale and Servicing
Agreement and any right of the Issuer to take such action shall be
suspended.

     

     

    
      
        
        

      

      
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    ARTICLE
VI

     

    THE
INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR

     

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

     

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

     

    (i) the
Indenture Trustee undertakes to perform such duties and only such duties as are
specifically set forth by the express terms in this Indenture, no implied
covenants or obligations shall be read into this Indenture against the Indenture
Trustee and the Indenture Trustee shall not be a trustee for or have any
fiduciary obligation to the Issuer; and

     

    (ii) in the
absence of bad faith on its part, the Indenture Trustee may conclusively rely,
as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Indenture Trustee and,
if required by the terms of this Indenture, conforming to the requirements of
this Indenture; provided, however, that the
Indenture Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture.

     

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

     

    (i) this
paragraph does not limit the effect of paragraph (b) of this
Section 6.1;

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    (g) Every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Indenture Trustee shall be subject to the
provisions of this Section 6.1 and to the provisions of the
TIA.

     

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

     

    SECTION
6.2. Rights of Indenture
Trustee.  (a)  The Indenture Trustee may conclusively
rely and shall be fully protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
Person.  The Indenture Trustee need not investigate any fact or
matters stated in any such document nor shall the Indenture Trustee be
responsible for the accuracy or content of any such document.

     

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

     

    (c) The
Indenture Trustee may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents or attorneys or a
custodian or nominee, and the Indenture Trustee shall not be responsible for any
misconduct or negligence 

     

     

    
      
        
        

      

      
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    on the
part of, or for the supervision of, any such agent, attorney, custodian or
nominee appointed with due care by it hereunder.

     

    (d) Neither
the Indenture Trustee nor any of its officers, directors, employees or agents
shall be liable for any action it takes or omits to take in good faith which it
believes to be authorized or within its rights or powers; provided, however, that such
action or omission by the Indenture Trustee does not constitute willful
misconduct, negligence or bad faith.

     

    (e) The
Indenture Trustee may consult with counsel, and the advice or opinion of counsel
with respect to legal matters relating to this Indenture and the Notes shall be
full and complete authorization and protection from liability in respect to any
action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (l) Anything
in this Indenture to the contrary notwithstanding, in no event shall the
Indenture Trustee be liable for special, indirect or consequential loss or
damage of any kind 

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    SECTION
6.5. Notice of
Defaults.  If a Default occurs and is continuing and if it is
known to a Trustee Officer of the Indenture Trustee, the Indenture Trustee shall
mail, or cause the Securities Administrator to mail, to each Noteholder and each
Counterparty notice of such Default within ninety days after it
occurs.  Except in the case of a Default in payment of principal of or
interest on any Note (including payments pursuant to the mandatory redemption
provisions of such Note), the Indenture Trustee may withhold the notice if and
so long as a committee of its Trustee Officers in good faith determines that
withholding the notice is in the interests of Noteholders and each
Counterparty.

     

    SECTION
6.6. [Reserved].

     

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

     

    (b) The
Issuer’s payment obligations to the Indenture Trustee pursuant to this
Section 6.7 shall survive the resignation or removal of the Indenture
Trustee and the discharge of this Indenture.  When the Indenture
Trustee incurs expenses after the occurrence of a Default specified in
Section 5.1(iv) or (v) with respect to the Issuer, the expenses are
intended to constitute expenses of administration under Title 11 of the United
States Code or any other applicable federal or State bankruptcy, insolvency or
similar law.

     

    SECTION
6.8. Replacement of Indenture
Trustee.  (a)  No resignation or removal of the
Indenture Trustee, and no appointment of a successor Indenture Trustee, shall
become effective until the acceptance of appointment by the successor Indenture
Trustee pursuant to this Section 6.8 and payment in full of all sums due to
the Indenture Trustee pursuant to Section 6.7.  The holders of
Notes evidencing not less than a majority in principal amount of the Outstanding
Notes may remove the Indenture Trustee without cause by so notifying the
Indenture Trustee and the Issuer and may appoint a successor Indenture
Trustee.  The Issuer shall remove the Indenture Trustee
if:

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
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    The
Indenture Trustee may resign at any time by giving 30 days’ written notice to
the Issuer and the Depositor, and will provide all information reasonably
requested by the Depositor in order to comply with its reporting obligation
under Item 6.02 of Form 8-K with respect to the resignation of 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 appoint a successor Indenture
Trustee.

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

      
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    (b) In case
at the time such successor or successors by merger, conversion or consolidation
to the Indenture Trustee shall succeed to the trusts created by this Indenture
any of the Notes shall have been authenticated but not delivered, any such
successor to the Indenture Trustee may adopt the certificate of authentication
of any predecessor trustee, and deliver such Notes so authenticated; and in case
at that time any of the Notes shall not have been authenticated, any successor
to the Indenture Trustee may authenticate such Notes either in the name of any
predecessor hereunder or in the name of the successor to the Indenture Trustee.
In all such cases such certificates shall have the full force which it is
provided anywhere in the Notes or in this Indenture that the certificate of the
Indenture Trustee shall have.

     

    SECTION
6.10. Appointment of Co-Indenture
Trustee or Separate Indenture
Trustee.  (a)  Notwithstanding any other provisions
of this Indenture, at any time, for the purpose of meeting any legal requirement
of any jurisdiction in which any part of the Indenture Trust Estate may at the
time be located, the Indenture Trustee shall have the power and may execute and
deliver an instrument to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of the
Trust, and to vest in such Person or Persons, in such capacity and for the
benefit of the Noteholders, such title to the Indenture Trust Estate, or any
part hereof, and, subject to the other provisions of this Section 6.10,
such powers, duties, obligations, rights and trusts as the Indenture Trustee may
consider necessary or desirable. No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under
Section 6.11 and no notice to Noteholders of the appointment of any
co-trustee or separate trustee shall be required under
Section 6.8.

     

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

     

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

     

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

     

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

     

    (c) Any
notice, request or other writing given to the Indenture Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them.  Every instrument appointing
any separate trustee or co-trustee shall 

     

     

    
      
        
        

      

      
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    refer to
this Indenture and the conditions of this Article VI.  Each
separate trustee and co-trustee, upon its acceptance of the trusts conferred,
shall be vested with the estates or property specified in its instrument of
appointment, either jointly with the Indenture Trustee or separately, as may be
provided therein, subject to all the provisions of this Indenture, specifically
including every provision of this Indenture relating to the conduct
of,  affecting the liability of, or affording protection to, the
Indenture Trustee.  Every such instrument shall be filed with the
Indenture Trustee.

     

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

     

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

     

    SECTION
6.11. Eligibility;
Disqualification.  (a)  The Indenture Trustee shall
at all times satisfy the requirements of TIA Section 310(a).  The
Indenture Trustee or its parent shall have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of
condition and shall have a long-term debt rating of investment grade by each of
the Rating Agencies or shall otherwise be acceptable to each of the Rating
Agencies.  The Indenture Trustee shall comply with TIA
Section 310(b); provided, however, that there
shall be excluded from the operation of TIA Section 310(b)(i) any indenture
or indentures under which other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in TIA Section 310(b)(i) are
met.

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

    SECTION
6.13. Duties of Securities
Administrator.  (a)  If an Event of Default has
occurred and is continuing, the Securities Administrator shall exercise the
rights and powers vested in it by this Indenture and use the same degree of care
and skill in their exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person’s own affairs.

     

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

     

    (i) the
Securities Administrator undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture, no implied covenants or
obligations shall be read into this Indenture against the Securities
Administrator and the Securities Administrator shall not be a trustee for or
have any fiduciary obligation to the Issuer; and

     

    (ii) in the
absence of bad faith on its part, the Securities Administrator may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Securities
Administrator and, if required by the terms of this Indenture, conforming to the
requirements of this Indenture; provided, however, that the
Securities Administrator shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this
Indenture.

     

     

    
      
        
        

      

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

     

    (i) this
paragraph does not limit the effect of paragraph (b) of this
Section 6.13;

     

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

     

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

     

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

     

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

     

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

     

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

     

    (g) Every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Securities Administrator shall be subject to
the provisions of this Section 6.13 and to the provisions of the
TIA.

     

     

    
      
        
        

      

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

     

    SECTION
6.14. Rights of Securities
Administrator.  (a)  The Securities Administrator may
conclusively rely and shall be fully protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture or other paper or
document believed by it to be genuine and to have been signed or presented by
the proper Person.  The Securities Administrator need not investigate
any fact or matters stated in any such document.

     

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

     

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

     

    (d) Neither
the Securities Administrator nor any of its officers, directors, employees or
agents shall be liable for any action it takes or omits to take in good faith
which it believes to be authorized or within its rights or powers; provided, however, that such
action or omission by the Securities Administrator does not constitute willful
misconduct, negligence or bad faith.

     

    (e) The
Securities Administrator may consult with counsel, and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the Notes
shall be full and complete authorization and protection from liability in
respect to any action taken, omitted or suffered by it hereunder in good faith
and in accordance with the advice or opinion of such counsel.

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

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

     

    (b) The
Issuer’s payment obligations to the Securities Administrator pursuant to this
Section 6.18 shall survive the resignation or removal of the Securities
Administrator and the discharge of this Indenture.  When the
Securities Administrator incurs expenses after the occurrence of a Default
specified in Section 5.1(iv) or (v) with respect to the Issuer, the
expenses are intended to constitute expenses of administration under Title 11 of
the United States Code or any other applicable federal or State bankruptcy,
insolvency or similar law.

     

    SECTION
6.19. Replacement of Securities
Administrator.  (a)  No resignation or removal of the
Securities Administrator, and no appointment of a successor Securities
Administrator, shall become effective until the acceptance of appointment by the
successor Securities Administrator pursuant to this Section 6.19 and
payment in full of all sums due to the Securities Administrator pursuant to
Section 6.18.  The holders of Notes evidencing not less than a
majority in principal amount of the Notes may remove the Securities
Administrator without 

     

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (c) If a
successor Securities Administrator does not take office within 90 days after the
retiring Securities Administrator resigns or is removed, the retiring Securities
Administrator, the Issuer or the holders of Notes evidencing not less than a
majority in the Outstanding Amount of the Controlling Class may petition any
court of competent jurisdiction for the appointment of a successor Securities
Administrator.  If the Securities Administrator fails to comply with
Section 6.21, any Noteholder who has been a bona fide Noteholder for at
least six months may petition any court of competent jurisdiction for the
removal of the Securities Administrator and the appointment of a successor
Securities Administrator.

     

    (d) Notwithstanding
the replacement of the Securities Administrator pursuant to this
Section 6.19, the obligations of the Issuer under Section 6.18 shall
continue for the benefit of the retiring Securities Administrator.

     

    SECTION
6.20. Successor Securities
Administrator by Merger.  (a)  If the Securities
Administrator consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation
or banking association, the resulting, surviving or transferee corporation or
banking association without any further act shall be the 

     

     

    
      
        
        

      

      
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    successor
Securities Administrator; provided that such corporation or banking association
shall be otherwise qualified and eligible under Section 6.21.

     

    (b) In case
at the time such successor or successors by merger, conversion or consolidation
to the Securities Administrator shall succeed to the trusts created by this
Indenture any of the Notes shall have been authenticated but not delivered, any
such successor to the Securities Administrator may adopt the certificate of
authentication of any predecessor securities 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 Securities Administrator may
authenticate such Notes either in the name of any predecessor hereunder or in
the name of the successor to the Securities Administrator. In all such cases
such certificates shall have the full force which it is provided anywhere in the
Notes or in this Indenture that the certificate of the Securities Administrator
shall have.

     

    SECTION
6.21. Eligibility;
Disqualification.  The Securities Administrator shall at all
times satisfy the requirements of TIA Section 310(a).  The
Securities Administrator or its parent shall have a combined capital and surplus
of at least $50,000,000 as set forth in its most recent published annual report
of condition and shall have a long-term debt rating of investment grade by each
of the Rating Agencies or shall otherwise be acceptable to each of the Rating
Agencies.  The Securities Administrator shall comply with TIA
Section 310(b).

     

    ARTICLE
VII

     

    NOTEHOLDERS’
LISTS AND REPORTS

     

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

     

    SECTION
7.2. Preservation of Information;
Communications to Noteholders.

     

    (a) The
Securities Administrator shall preserve, in as current a form as is reasonably
practicable, the names and addresses of the Noteholders contained in the most
recent list furnished to the Securities Administrator as provided in
Section 7.1 and the names and addresses of Noteholders received by the
Securities Administrator in its capacity as Note Registrar.  The
Securities Administrator may destroy any list furnished to it as provided in
such Section 7.1 upon receipt of a new list so furnished.

     

     

    
      
        
        

      

      
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    (b) Noteholders
may communicate pursuant to TIA Section 312(b) with other Noteholders with
respect to their rights under this Indenture or under the Notes.  Upon
receipt by the Securities Administrator of any request by three or more
Noteholders or by one or more holders of Notes evidencing not less than 25% of
the Outstanding Amount of the Notes to receive a copy of the current list of
Noteholders (whether or not made pursuant to TIA Section 312(b)), the
Securities Administrator shall promptly notify the Issuer thereof by providing
to the Issuer a copy of such request and a copy of the list of Noteholders
produced in response thereto.

     

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

     

    SECTION
7.3. Reports by
Issuer.  (a)  The Issuer shall:

     

    (i) to the
extent such reports, information and documents are not available electronically
pursuant to EDGAR (or any replacement system established by the SEC), deliver to
the Indenture Trustee and the Securities Administrator, within 15 days after the
Issuer would be required to file the same with the Commission, copies of the
annual reports and of the information, documents and other reports (or copies of
such portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) that the Issuer may be required to file with
the Commission pursuant to Section 13 or 15(d) of the Exchange
Act;

     

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

     

    (b) Unless
the Issuer otherwise determines, the fiscal year of the Issuer shall correspond
to the calendar year.

     

    SECTION
7.4. Reports by Securities
Administrator.

     

    (a) If
required by TIA Section 313(a), within 60 days after each May 15,
beginning with May 15, 2009, the Indenture Trustee shall prepare, and the
Securities Administrator shall mail to each Noteholder as required by TIA
Section 313(c) a brief report dated as of such date that complies with TIA
Section 313(a).  The Indenture Trustee and the Securities
Administrator also shall comply with TIA Section 313(b).

     

    (b) A copy of
each report at the time of its mailing to Noteholders shall be filed by the
Securities Administrator with the Commission and each stock exchange, if any, on
which the 

     

     

    
      
        
        

      

      
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    Notes are
listed.  The Issuer shall notify the Indenture Trustee and the
Securities Administrator 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, the Interest Rate Swap Agreements
and the Sale and Servicing Agreement.  All such money received by the
Indenture Trustee or the Securities Administrator shall be applied as provided
in this Indenture and the Sale and Servicing Agreement.  Except as
otherwise expressly provided in this Indenture, if any default occurs in the
making of any payment or performance under any agreement or instrument that is
part of the Indenture Trust Estate, the Indenture Trustee may take such action
as may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate Proceedings.  Any such
action shall be without prejudice to any right to claim a Default or Event of
Default under this Indenture and any right to proceed thereafter as provided in
Article V.

     

    SECTION
8.2. Trust
Accounts.

     

    (a) On or
prior to the Closing Date, the Issuer shall cause the Master Servicer to
establish and maintain the Trust Accounts as provided in Section 4.1 of the
Sale and Servicing Agreement.

     

    (b) On or
before each Determination Date, the Master Servicer shall determine all
Available Collections with respect to the Collection Period preceding such
Payment Date in the Collection Account as provided in Sections 4.2, 4.3 and
4.4 of the Sale and Servicing Agreement.

     

    (c) On each
Payment Date, the Securities Administrator (based on the information contained
in the Investor Report delivered on or before the related Determination Date
pursuant to Section 3.8 of the Sale and Servicing Agreement) shall make the
following withdrawals from the Collection Account and make deposits,
distributions and payments, to the extent of Available Collections for such
Payment Date, in the following order of priority:

     

    (i) first, to the Master
Servicer, the Servicing Fee and all unpaid Servicing Fees from prior Collection
Periods and to the extent not previously retained from Collections, any due and
unpaid Receivables Servicer Servicing Fees;

     

    (ii) second, to the Administrator,
the Administrator Fee, to the Securities Administrator, the Securities
Administrator Fee and any other amounts due and unpaid to the Indenture Trustee,
the Securities Administrator, the Owner Trustee, the Master Servicer and the
Administrator hereunder (including all unpaid fees from prior Collection
Periods) and under the other Basic Documents; provided that the cumulative
amount that 

     

     

    
      
        
        

      

      
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    are not
fees paid to them in the aggregate pursuant to this clause (ii) shall not exceed
$100,000 in any consecutive twelve month period;

     

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

     

    (iv) fourth, (x) to the
Class A Noteholders, the Accrued Class A Note Interest ratably, without
preference or priority of any kind, according to the amounts due for accrued
interest on each subclass of Class A Notes and (y) to the related Counterparties
to pay any Priority Swap Termination Payments due to them under the Interest
Rate Swap Agreement, ratably, without preference or priority of any kind,
according to the amounts due as Priority Swap Termination Payments under each
Interest Rate Swap Agreement; provided, that if there are not sufficient funds
available to pay the entire amount due under this clause (iv), the shortfall
shall be allocated between the amounts due under subclauses (x) and (y) ratably
based on the ratio of respective amounts due under each such subclause to the
total amount due under this clause (iv);

     

    (v) fifth, to the Principal
Distribution Account, an amount equal to the First Allocation of Principal, if
any;

     

    (vi) sixth, to the Class B
Noteholders, the Accrued Class B Note Interest;

     

    (vii) seventh, to the Principal
Distribution Account, an amount equal to the Second Allocation of Principal, if
any, reduced by the First Allocation of Principal, if any, paid pursuant to
clause (v) above;

     

    (viii) eighth, to the Class C
Noteholders, the Accrued Class C Note Interest;

     

    (ix) ninth, to the Reserve
Account, the amount, if any, necessary to cause the balance of funds therein to
equal the Specified Reserve Account Balance with respect to such Payment
Date;

     

    (x) tenth, to the Principal
Distribution Account, an amount equal to the Regular Principal Allocation
reduced by the First Allocation of Principal, if any, paid pursuant to clause
(v) above and the Second Allocation of Principal, if any, paid pursuant to
clause (vii) above;

     

    (xi) eleventh, to the Indenture
Trustee, the Securities Administrator, the Owner Trustee, the Master Servicer
and the Administrator, ratably, any fees and other amounts payable to them
hereunder and under the other Basic Documents to the extent not paid under
clause (ii) above due to the limitation in clause (ii) above;

     

    (xii) twelfth, to pay any Swap
Termination Payments due to the Counterparties that were not paid under clause
(iv) immediately above; and

     

    (xiii) thirteenth, the remainder, if
any, to the Certificate Distribution Account.

     

     

    
      
        
        

      

      
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    (d) On each
Payment Date, the Securities Administrator (based on the information contained
in the Investor Report delivered on or before the related Determination Date
pursuant to Section 3.8 of the Sale and Servicing Agreement) shall withdraw
the funds deposited in the Principal Distribution Account on such Payment Date
and make distributions and payments in the following order of
priority:

     

    (i) to the
Class A-1 Noteholders on account of principal until the Outstanding Amount
of the Class A-1 Notes is reduced to zero;

     

    (ii) to the
Class A-2 Noteholders, on account of principal until the Outstanding Amount
of the Class A-2 Notes is reduced to zero;

     

    (iii) to the
Class A-3 Noteholders on account of principal until the Outstanding Amount of
the Class A-3 Notes is reduced to zero;

     

    (iv) to the
Class A-4 Noteholders on account of principal until the Outstanding Amount of
the Class A-4 Notes is reduced to zero;

     

    (v) to the
Class B Noteholders, on account of principal until the Outstanding Amount
of the Class B Notes is reduced to zero; and

     

    (vi) to the
Class C Noteholders, on account of principal until the Outstanding Amount
of the Class C Notes is reduced to zero.

     

    Notwithstanding
anything herein to the contrary, but subject to the provisions of
Section 5.4(b), (A) following the occurrence and during the continuation of
an Event of Default specified in Section 5.1(i), 5.1(ii), 5.1(v) or 5.1(vi)
which has resulted in an acceleration of the Notes (but prior to any sale of the
Receivables under the Indenture), the Securities Administrator shall apply the
funds on deposit in the Collection Account as follows:

     

    
      	
               
      

            	
              (1)

            	
              funds
      remaining after the application of Sections 8.2(c)(i) through (iv)
      above shall be deposited to the Principal Distribution Account to the
      extent necessary to reduce the principal amount of all the Class A Notes
      to zero (which funds will be applied among the Class A Notes first, to the
      Class A-1 Notes until the Class A-1 Notes have been paid in full and
      second, concurrently and pro rata to the Class
      A-2 Notes, the Class A-3 Notes and the Class A-4 Notes until paid in
      full),

            


    

     

    
      	
               
      

            	
              (2)

            	
              if
      the Class A Notes shall have been paid in full, funds remaining after the
      payment specified in clause (1) and after the application of Section
      8.2(c)(vi) above shall be deposited to the Principal Distribution Account
      to the extent necessary to reduce the principal amount of all the Class B
      Notes to zero,

            


    

     

    
      	
               
      

            	
              (3)

            	
              if
      the Class A Notes and Class B Notes shall have been paid in full, funds
      remaining after the payments specified in clauses (1) and (2) and after
      the application of Section 8.2(c) (viii) above shall be deposited to the
      

            


    

     

     

    
      
        
        

      

      
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                Principal
      Distribution Account to the extent necessary to reduce the principal
      amount of all the Class C Notes to zero;
and

              


      

       

    

    
      (B)
following the occurrence and during the continuation of an Event of Default
specified in Section 5.1(iii) or 5.1(iv), which has resulted in an acceleration
of the Notes (but prior to any sale of the Receivables under this Indenture),
the Securities Administrator shall apply the funds on deposit in the Collection
Account remaining after the application of Section 8.2(c)(i) through (xi)
above to the Principal Distribution Account to the extent necessary to reduce
the principal amount of all the Notes to zero.  Any such remaining
funds will be used to pay principal in respect of the Notes sequentially,
starting with the most senior and earliest maturing Class of Notes then
Outstanding (with respect to the Class A Notes, in the order of priority set
forth in Section 8.2(d)(i)) until that Class is paid in full, and so
on.

    

     

    Any funds
remaining on deposit in the Principal Distribution Account or the Reserve
Account after the Notes have been paid in full shall be deposited into the
Certificate Distribution Account.

     

    Notwithstanding
the foregoing but subject to the provisions of Section 5.4(b), the scheduled
payments to be made to the Counterparty under each related Interest Rate Swap
Agreement will be made on the Fixed Rate Payer Payment Date (as defined in the
related Interest Rate Swap Agreement) with respect to the related Payment
Date.

     

    Notwithstanding
anything in this Indenture to the contrary, neither the Seller nor any Affiliate
of the Seller shall be permitted to receive any payment that is based in any
part on any Net Swap Receipts, and accordingly, for so long as the Seller or any
Affiliate of the Seller is a Note Owner with respect to the Class A-4 Notes, by
its acceptance of such Note, such Note Owner agrees that is shall not receive
interest payments on the Class A-4 Notes at a rate that is in excess of the
Fixed Rate with respect to the Class A-4 Notes that is set forth in, and defined
under, the Class A-4 Interest Rate Swap Agreement.

     

    SECTION
8.3. General Provisions Regarding
Accounts.

     

    (a) So long
as no Default or Event of Default shall have occurred and be continuing, all or
a portion of the funds in the Collection Account and the Reserve Account shall
be invested by the Securities Administrator, on behalf of the Indenture Trustee,
at the written direction of the Master Servicer in Permitted Investments
specified in such written direction as provided in Section 4.1 of the Sale and
Servicing Agreement.  All income or other gain (net of losses and
investment expenses) from investments of monies deposited in the Collection
Account and the Reserve Account shall be withdrawn by the Securities
Administrator, on behalf of the Indenture Trustee, from such accounts and
distributed as provided in Section 4.1 of the Sale and Servicing
Agreement.  The Master Servicer shall not direct the Securities
Administrator, on behalf of the Indenture Trustee, to make any investment of any
funds or to sell any investment held in any of the Trust Accounts unless the
security interest Granted and perfected in such account will continue to be
perfected in such investment or the proceeds of such sale, in either case
without any further action by any Person, and, in connection with any direction
to the Securities Administrator, on behalf of the Indenture Trustee, to make any
such investment or sale, if requested by the Securities Administrator, on behalf
of the Indenture Trustee, the Issuer shall 

     

     

    
      
        
        

      

      
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    deliver
to the Indenture Trustee and the Securities Administrator an Opinion of Counsel,
acceptable to the Securities Administrator, to such effect.

     

    (b) Subject
to Section 6.13(c), the Securities Administrator shall not in any way be
held liable by reason of any insufficiency in any of the Trust Accounts
resulting from any loss on any Permitted Investment included therein, except for
losses attributable to the Securities Administrator’s failure to make payments
on such Permitted Investments issued by the Securities Administrator, on behalf
of the Indenture Trustee, in its commercial capacity as principal obligor and
not as trustee, in accordance with their terms.

     

    (c) If
(i) the Master Servicer shall have failed to give investment directions for
any funds on deposit in the Collection Account or the Reserve Account to the
Securities Administrator, on behalf of the Indenture Trustee, or (ii) to
the knowledge of an Authorized Officer of the Securities Administrator, a
Default or Event of Default shall have occurred and be continuing with respect
to the Notes but the Notes shall not have been declared due and payable pursuant
to Section 5.2 or (iii) if such Notes shall have been declared due and
payable following an Event of Default then the Securities Administrator, on
behalf of the Indenture Trustee, shall, to the fullest extent practicable,
invest and reinvest funds in the Collection Account or the Reserve Account, as
the case may be, in Permitted Investments maturing on the Business Day prior to
the next Payment Date; provided, however, that the
Master Servicer shall not be required to invest amounts representing Available
Collections for a Payment Date that are deposited into the Collection Account or
Reserve Account on or after the Business Day preceding the related Payment
Date.

     

    SECTION
8.4. Release of Indenture Trust
Estate.

     

    (a) Subject
to the payment of its fees, expenses and indemnities pursuant to
Sections 6.7 and 6.18, the Indenture Trustee may, and when required by the
provisions of this Indenture shall, execute instruments to release property from
the lien of this Indenture, or convey the Indenture Trustee’s interest in the
same, in a manner and under circumstances that are not inconsistent with the
provisions of this Indenture.  No party relying upon an instrument
executed by the Indenture 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 and the Securities
Administrator pursuant to Section 6.18 have been paid in full, release any
remaining portion of the Indenture Trust Estate that secured the Notes from the
lien of this Indenture and release to the Issuer or any other Person entitled
thereto any funds then on deposit in the Trust Accounts.  The
Indenture Trustee shall release property from the lien of this Indenture
pursuant to this Section 8.4(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 Sections 314(c)
and 314(d)(1) meeting the applicable requirements of
Section 11.1.

     

    (c) Each
Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, acknowledges that from time to time the
Indenture 

     

     

    
      
        
        

      

      
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    Trustee
shall release the lien of this Indenture on any Receivable to be sold to (i) the
Seller in connection with any repurchase upon breach, as set forth in the
Receivables Purchase Agreement and (ii) to the Depositor, the Master
Servicer or the Administrator, as applicable, in accordance with
Sections 2.3 or 3.6 of the Sale and Servicing Agreement or Sections 2(b)(A)
or 2(d) of the Administration Agreement.

     

    SECTION
8.5. Opinion of
Counsel.  The Indenture Trustee or the Securities
Administrator, as applicable, shall receive at least seven days’ notice when
requested by the Issuer to take any action pursuant to Section 8.4(a),
accompanied by copies of any instruments involved, and the Indenture Trustee or
the Securities Administrator, as applicable, shall also require, except in
connection with any action contemplated by Section 8.4(c), as a condition
to such action, an Opinion of Counsel, in form and substance satisfactory to the
Indenture Trustee or the Securities Administrator, as applicable, and which
shall include each Counterparty as an addressee, 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 Noteholders 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 Indenture 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

     

    SUPPLEMENTAL
INDENTURES

     

    SECTION
9.1. Supplemental Indentures
Without Consent of Noteholders.

     

    (a) Without
the consent of the Noteholders but with prior notice to the Rating Agencies and
the Counterparties, the Issuer, the Indenture Trustee and the Securities
Administrator, when authorized by an Issuer Order, at any time and from time to
time, may enter into one or more indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as in force at the date of
the execution thereof), in form satisfactory to the Indenture Trustee and the
Securities Administrator, for any of the following purposes:

     

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

     

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

     

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

     

     

    
      
        
        

      

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

     

    (v) to cure
any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture that may be inconsistent with the Prospectus, the
Prospectus Supplement, any other provision herein or any supplemental indenture
or to make any other provisions with respect to matters or questions arising
under this Indenture or under any supplemental indenture which shall not be
inconsistent with the provisions of the Indenture; provided that such action
shall not materially adversely affect the interests of the
Noteholders;

     

    (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 affect 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.

     

    With
respect to (v) above, prior to the execution of such supplemental indenture, the
Rating Agency Condition shall have been satisfied.

     

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

     

    (b) The
Issuer, the Indenture Trustee and the Securities Administrator, when authorized
by an Issuer Order, may, also without the consent of any of the Noteholders but
with prior notice to the Rating Agencies, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner (other than the modifications set forth in
Section 9.2) the rights of the Noteholders under this Indenture; provided, however, that such
action shall not adversely affect in any material respect the interests of any
Noteholder either (i) as evidenced by an Opinion of Counsel or (ii) as
evidenced by the satisfaction of the Rating Agency Condition; provided, further, that such
action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be
characterized for federal income tax purposes as an association (or publicly
traded partnership) taxable as a corporation or otherwise have any material
adverse impact on the federal income taxation of any Notes Outstanding or
outstanding Certificates.

     

    SECTION
9.2. Supplemental Indentures with
Consent of Noteholders.  The Issuer, the Indenture Trustee and
the Securities Administrator, when authorized by an Issuer Order, also may, with
prior notice to the Rating Agencies, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or modifying
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    under
this Indenture; provided, however, that
(i) the Rating Agency Condition shall have been satisfied with respect to
such action, (ii) such action shall not, as evidenced by an Opinion of
Counsel, cause the Issuer to be characterized for federal income tax purposes as
an association (or publicly traded partnership) taxable as a corporation or
otherwise have any material adverse impact on the federal income taxation of any
Notes Outstanding or outstanding Certificates, and (iii) the Noteholders of
each Outstanding Note affected thereby shall have consented thereto, with
respect to any supplemental indenture which would:

     

    (i) modify or
alter provisions of this Section 9.2;

     

    (ii) change
the Final Scheduled Payment Date or the date of payment of any installment of
principal of or interest on any Note, or reduce the principal amount thereof,
the Note Interest Rate thereon or the Prepayment Price with respect thereto,
change the provisions of this Indenture relating to the application of
collections on, or the proceeds of the sale of, the Indenture 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, or 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 (or, in the case of
redemption, on or after the Prepayment Date);

     

    (iii) reduce
the percentage of the Outstanding Amount of the Controlling Class, the consent
of the Noteholders of which is required for any such supplemental indenture, or
the consent of the Noteholders of which is required for any waiver of compliance
with certain provisions of this Indenture or certain Defaults or Events of
Default hereunder and their consequences provided for in this
Indenture;

     

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

     

    (v) reduce
the percentage of the Outstanding Amount of the Controlling Class required to
direct or consent to a sale or liquidation by the Securities Administrator of
the Indenture Trust Estate pursuant to Section 5.4 if the proceeds of such
sale or liquidation would be insufficient to pay the principal amount and
accrued but unpaid interest on the Notes and/or the Certificates, as
applicable;

     

    (vi) modify
any provision of this Indenture specifying a percentage of the aggregate
principal amount of the Notes necessary to amend this Indenture or the other
Basic Documents except to increase any percentage specified herein or to provide
that certain additional provisions of this Indenture or the other 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 Payment Date (including the calculation of any of the individual
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    calculation)
or to affect the rights of the Noteholders to the benefit of any provisions for
the mandatory redemption of the Notes contained herein; 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 Indenture Trust Estate or, except as
otherwise permitted or contemplated herein, terminate the lien of this Indenture
on any such collateral at any time subject hereto or deprive any Noteholder of
the security provided by the lien of this Indenture.

     

    It shall
not be necessary for any Act of Noteholders under this Section 9.2 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

     

    Promptly
after the execution by the Issuer, the Indenture Trustee and the Securities
Administrator of any supplemental indenture pursuant to this Section 9.2,
the Securities Administrator shall mail to the Noteholders a notice setting
forth in general terms the substance of such supplemental
indenture.  Any failure of the Securities Administrator to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

     

    SECTION
9.3. Execution of Supplemental
Indentures.  In executing, or permitting the additional trusts
created by, any supplemental indenture permitted by this Article IX or the
modification thereby of the trusts created by this Indenture, each of the
Indenture Trustee and the Securities Administrator shall be entitled to receive,
and subject to Sections 6.1, 6.2, 6.13 and 6.14 shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture and that all
conditions precedent to the execution and delivery of such supplemental
indenture have been satisfied.  Each of the Indenture Trustee and the
Securities Administrator may, but shall not be obligated to, enter into any such
supplemental indenture that affects the Indenture Trustee’s or the Securities
Administrator’s, as the case may be, own rights, duties, liabilities or
immunities under this Indenture or otherwise.

     

    SECTION
9.4. Effect of Supplemental
Indenture.  Upon the execution of any supplemental indenture
pursuant to the provisions hereof, this Indenture shall be and shall be deemed
to be modified and amended in accordance therewith with respect to the Notes
affected thereby, and the respective rights, limitations of rights, obligations,
duties, liabilities and immunities under this Indenture of the Indenture
Trustee, the Securities Administrator, the Issuer and the Noteholders shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all
purposes.  Notwithstanding anything in this Indenture to the contrary,
no supplemental indenture shall be effective without the prior written consent
of each Counterparty if the supplemental indenture would (a) adversely affect
any of the Counterparty’s rights or obligations under any Interest Rate Swap
Agreement, this Indenture or any other Basic Document, (b) adversely modify the
obligations of, or adversely impact the ability of the Issuer to fully perform
any of its obligations under any Interest Rate Swap Agreement to which the
Counterparty is subject or (c) modify any of the Counterparty’s rights
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    to, the
amount or timing of distributions to be made in respect of the Interest Rate
Swap Agreements) under this Indenture.

     

    SECTION
9.5. Conformity with Trust
Indenture Act.  Every amendment of this Indenture and every
supplemental indenture 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
9.6. Reference in Notes to
Supplemental Indentures.  Notes authenticated and delivered
after the execution of any supplemental indenture pursuant to this
Article IX may, and if required by the Securities Administrator, on behalf
of the Indenture Trustee, shall, bear a notation in form approved by the
Securities Administrator as to any matter provided for in such supplemental
indenture.  If the Issuer, the Indenture Trustee or the Securities
Administrator shall so determine, new Notes so modified as to conform, in the
opinion of the Indenture Trustee, the Securities Administrator and the Issuer,
to any such supplemental indenture may be prepared and executed by the Issuer
and authenticated and delivered by the Securities Administrator, on behalf of
the Indenture Trustee, in exchange for Outstanding Notes.

     

    ARTICLE
X

     

    PREPAYMENT

     

    SECTION
10.1. Optional
Prepayment.  The Notes are subject to prepayment on any Payment
Date on which the Master Servicer exercises its option to purchase the assets of
the Issuer pursuant to Section 8.1 of the Sale and Servicing Agreement, and
the amount paid by the Master Servicer shall be treated as collections of
Receivables and applied to pay the unpaid principal amount of the
Notes.  If the Notes are to be prepaid pursuant to this
Section 10.1, the Master Servicer or the Issuer shall furnish written
notice of such election to the Indenture Trustee, the Securities Administrator,
the Counterparties and the Rating Agencies at least ten days, but not more than
30 days prior to the Prepayment Date (and the Securities Administrator shall
promptly furnish notice to the Noteholders) and the Master Servicer or the
Issuer shall deposit by 10:00 a.m. (New York City time) on the Prepayment
Date with the Securities Administrator in the Collection Account the Prepayment
Price of the Notes, whereupon all Notes shall be due and payable on the
Prepayment Date.

     

    SECTION
10.2. Form of Prepayment
Notice.  Notice of prepayment under Section 10.1 shall be
given by the Securities Administrator by first-class mail, postage prepaid, or
by facsimile mailed or transmitted promptly following receipt of notice from the
Issuer or the Master Servicer pursuant to Section 10.1, but not later than
three Business Days after it has received such notice, to each Noteholder as of
the close of business on the Record Date preceding the applicable Prepayment
Date, at such Noteholder’s address or facsimile number appearing in the Note
Register.

     

    All
notices of prepayment shall state:

     

    (i) the
Prepayment Date;

     

    (ii) the
Prepayment Price;

     

     

    
      
        
        

      

      
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    (iii) the place
where such Notes are to be surrendered for payment of the Prepayment Price
(which shall be the office or agency of the Issuer to be maintained as provided
in Section 3.2); and

     

    (iv) that on
the Prepayment Date, the Prepayment Price will become due and payable upon each
such Note and that interest thereon shall cease to accrue for and after said
date.

     

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

     

    SECTION
10.3. Notes Payable on Prepayment
Date.  The Notes shall, following notice of prepayment as
required by Section 10.2, shall on the Prepayment Date become due and
payable at the Prepayment Price and (unless the Issuer shall default in the
payment of the Prepayment Price) no interest shall accrue on the Prepayment
Price for any period after the date to which accrued interest is calculated for
purposes of calculating the Prepayment Price.

     

    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 Securities Administrator to take
any action under any provision of this Indenture, the Issuer shall furnish to
the Indenture Trustee or the Securities Administrator, as the case may be,
(i) an Officer’s Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with, (ii) an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with and
(iii) (if required by the TIA) an Independent Certificate from a firm of
certified public accountants meeting the applicable requirements of this
Section 11.1, except that, in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Indenture, no additional certificate or opinion need be
furnished.

     

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

     

    (A) 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;

     

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

     

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

     

    (D) 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 Collateral or other property or securities with the
Indenture Trustee or the Securities Administrator that is to be made the basis
for the release of any property or securities subject to the lien of this
Indenture, the Issuer shall, in addition to any obligation imposed in
Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture
Trustee, the Securities Administrator and each Counterparty an Officer’s
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days of such deposit) to the Issuer
of the Collateral or other property or securities to be so
deposited.

     

    (ii) Whenever
the Issuer is required to furnish to the Indenture Trustee, the Securities
Administrator and each Counterparty 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,
the Securities Administrator and each Counterparty 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 the then-current fiscal year of the Issuer,
as set forth in the certificates delivered pursuant to clause (i) above and this
clause (ii), is 10% or more of the principal amount of the Notes
Outstanding, but 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% of the
principal amount of the Notes Outstanding.

     

    (iii) Whenever
any property or securities are to be released from the lien of this Indenture,
the Issuer shall also furnish to the Indenture Trustee, the Securities
Administrator and each Counterparty an Officer’s Certificate certifying or
stating the opinion of each person signing such certificate as to the fair value
(within 90 days of such release) of the property or securities proposed to be
released and stating that in the opinion of such person the proposed release
will not impair the security under this Indenture in contravention of the
provisions hereof.

     

    (iv) Whenever
the Issuer is required to furnish to the Indenture Trustee, the Securities
Administrator and each Counterparty an Officer’s Certificate certifying or
stating the opinion of any signer thereof as to the matters described in
clause (iii) above, the Issuer shall also furnish to the Indenture Trustee,
the Securities Administrator and each Counterparty an Independent Certificate as
to the same matters if the fair value of the property or securities and of all
other property, other than property as contemplated by clause (v) below or
securities released from the lien of this Indenture since the commencement of
the then-current calendar year, as set forth in the certificates required by
clause (iii) above and this clause (iv), equals 10% or more of the
principal amount of the Notes Outstanding, but such certificate need not be
furnished in the case of any release of property or securities if the fair value
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    Officer’s
Certificate is less than $25,000 or less than 1% of the principal amount of the
Notes Outstanding.

     

    (v) Notwithstanding
Section 2.10 or any other provisions of this Section 11.1, the Issuer
may, without compliance with the requirements of the other provisions of this
Section 11.1, (A) collect, liquidate, sell or otherwise dispose of
Receivables and Financed Vehicles as and to the extent permitted or required by
the Basic Documents and (B) make cash payments out of the Trust Accounts as
and to the extent permitted or required by the Basic Documents.

     

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

     

    (b) Any
certificate or opinion of an Authorized Officer of the Issuer may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such officer’s certificate or opinion is
based are erroneous.  Any such certificate of an Authorized Officer or
opinion of counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an officer or officers of
the Master Servicer, the Seller or the Issuer, stating that the information with
respect to such factual matters is in the possession of the Master Servicer,
such Seller or the Issuer, unless such Counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.  Notwithstanding the
foregoing, in no event shall a certificate be provided or relied upon for legal
matters.

     

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

     

    (d) Whenever
in this Indenture, in connection with any application or certificate or report
to the Indenture Trustee or the Securities Administrator, 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 or the Securities
Administrator’s right to rely upon the truth and accuracy of any statement or
opinion contained in any such document as provided in
Article VI.

     

     

    
      
        
        

      

      
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    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 the
Securities Administrator, and, where it is hereby expressly required, to the
Issuer. Such instrument or instruments (and the action embodied herein 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 Securities
Administrator and the Issuer, if made in the manner provided in this
Section 11.3.

     

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

     

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

     

    (d) Any
request, demand, authorization, direction, notice, consent, waiver or other
action by the Noteholder of any Notes shall bind the Noteholder 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, the Securities Administrator 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, Securities Administrator, Issuer, Rating Agencies and
Counterparties.  Any request, demand, authorization, direction,
notice, consent, waiver or Act of Noteholders or other documents provided or
permitted by this Indenture shall be in writing and if such request, demand,
authorization, direction, notice, consent, waiver or Act of Noteholders is to be
made upon, given or furnished to or filed with:

     

    (i) the
Indenture Trustee by any Noteholder, the Securities Administrator, the Master
Servicer or the Issuer shall be sufficient for every purpose hereunder if made,
given, furnished or filed in writing to or with the Indenture Trustee at its
Corporate Trust Office;

     

    (ii) the
Securities Administrator by any Noteholder, the Indenture Trustee, the Master
Servicer or the Issuer shall be sufficient for every purpose hereunder if made,
given, furnished or filed in writing to or with the Securities Administrator at
its Corporate Trust Office; or

     

    (iii) the
Issuer by the Indenture Trustee, the Securities Administrator or any Noteholder
shall be sufficient for every purpose hereunder if in writing and mailed
first-class, postage prepaid to the Issuer addressed to: Merrill Auto Trust
Securitization 2008-1, in care of Asset Lending Operations, or at any other
address previously furnished in writing to the Indenture Trustee and the
Securities Administrator by the Issuer. The Issuer 

     

     

    
      
        
        

      

      
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    shall
promptly transmit any notice received by it from the Noteholders to the
Indenture Trustee and the Securities Administrator.

     

    Notices
required to be given to the Rating Agencies by the Issuer, the Indenture
Trustee, the Securities Administrator or the Owner Trustee shall be in writing,
personally delivered, telecopied or mailed by certified mail, return receipt
requested, to (i) in the case of Fitch, at the following address: Fitch, Inc.,
One State Street Plaza, New York, New York 10004, (ii) in the case of
Moody’s, at the following address: Moody’s Investors Service, Inc.,
ABS/RMBS Monitoring Department, 25th Floor,
7 World Trade Center, 250 Greenwich Street, New York, New York 10007 and
(iii) in the case of Standard & Poor’s, at the following address:
Standard & Poor’s Ratings Services, a Division of The McGraw-Hill
Companies, Inc., 55 Water Street, 41st Floor, New York, New York
10041, Attention: Asset Backed Surveillance Department.

     

    Notices
required to be given to the Counterparties under this Indenture shall be in
writing, personally delivered, telecopied or mailed by certified mail, return
receipt requested, to the address for such Counterparty set forth in the
confirmation for the related Interest Rate Swap Agreement.

     

    SECTION
11.5. Notices to Noteholders;
Waiver.

     

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

     

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

     

    (c) 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 and the Securities Administrator shall be
deemed to be a sufficient giving of such notice.

     

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

     

    SECTION
11.6. Alternate Payment and Notice
Provisions.  Notwithstanding any provision of this Indenture or
any of the Notes to the contrary, the Issuer may enter into any 

     

     

    
      
        
        

      

      
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    agreement,
subject to the Indenture Trustee’s and the Securities Administrator’s approval,
with any Noteholder providing for a method of payment, or notice by the
Indenture Trustee, the Securities Administrator or any Note Paying Agent to such
Noteholder, that is different from the methods provided for in this Indenture
for such payments or notices.  The Issuer shall furnish to the
Indenture Trustee and the Securities Administrator a copy of each such agreement
and the Indenture Trustee and the Securities Administrator shall cause payments
to be made and notices to be given in accordance with such
agreements.

     

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

     

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

     

    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.  References in this Indenture to section names or
numbers and to exhibits, schedules or appendices are to such Sections, Exhibits,
Schedules or Appendices, as applicable, of this Indenture.

     

    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 and the
Securities Administrator in this Indenture shall bind its successors,
co-trustees and agents.

     

    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 in the Notes, express
or implied, shall give to any Person, other than the parties hereto and their
permitted assigns and successors hereunder, and the Noteholders, and any other
party secured hereunder, and any other Person with an ownership interest in any
part of the Indenture Trust Estate, any benefit or any legal or equitable right,
remedy or claim under this Indenture; provided that, each
Counterparty shall be a third party beneficiary with respect to its rights set
forth in 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 or this Indenture) payment need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on the date on which nominally due, and no interest shall accrue for the
period from and after any such nominal date.

     

    SECTION
11.13. GOVERNING
LAW.  THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, 

     

     

    
      
        
        

      

      
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    WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS THAT WOULD APPLY THE LAW OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK, 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 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 shall be
counsel reasonably acceptable to the Securities Administrator on behalf of the
Indenture Trustee) to the effect that such recording is necessary either for the
protection of the Noteholders or any other Person secured hereunder or for the
enforcement of any right or remedy granted to the Indenture Trustee under this
Indenture.

     

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

     

    SECTION
11.17. No
Petition.  Each of the Indenture Trustee and the Securities
Administrator, by entering into this Indenture, and each Noteholder or Note
Owner, by accepting a Note or, in the case of a Note Owner, a beneficial
interest in a Note, hereby covenant and agree that prior to the end of the
period that is one year and one day after there has been paid in full all debt
issued by any securitization vehicle in respect of which the Depositor holds any
interest, they will not institute against the Issuer, or join in, or assist or
encourage others to institute any institution against 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 other Basic Documents.

     

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

     

     

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

     

    SECTION
11.19. No
Recourse.  Notwithstanding any provisions herein to the
contrary, all of the obligations of the Issuer under or in connection with the
Notes and this Indenture are nonrecourse obligations of the Issuer payable
solely from the Collateral and following realization of the Collateral and its
reduction to zero, any claims of the Noteholders, the Indenture Trustee and the
Securities Administrator against the Issuer shall be extinguished and shall not
thereafter revive.  It is understood that the foregoing provisions of
this Section 11.19 shall not (i) prevent recourse to the Collateral
for the sums due or to become due under any security, instrument or agreement
which is part of the Collateral or (ii) constitute a waiver, release or
discharge of any indebtedness or obligation evidenced by the Notes or secured by
this Indenture (to the extent it relates to the obligation to make payments on
the Notes) until such Collateral has been realized and reduced to zero,
whereupon any outstanding indebtedness or obligation in respect of the Notes
shall be extinguished and shall not thereafter revive.  It is further
understood that the foregoing provisions of this Section 11.19 shall not
limit the right of any Person to name the Issuer as a party defendant in any
Proceeding or in the exercise of any other remedy under the Notes or this
Indenture, so long as no judgment in the nature of a deficiency judgment shall
be asked for or (if obtained) enforced against any such Person or
entity.

     

    SECTION
11.20. Inspection.  The
Issuer agrees that, with reasonable prior notice, it will permit any
representative of the Indenture Trustee, the Securities Administrator or any
Counterparty, 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. Each of the Indenture Trustee, the Securities Administrator and each
Counterparty 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, the Securities Administrator or each
Counterparty, as the case may be, may reasonably determine that such disclosure
is consistent with its obligations hereunder.

     

    SECTION
11.21. Representations and
Warranties as to the Security Interest of the Indenture Trustee in the
Receivables.  The Issuer makes the following representations
and warranties to the Indenture Trustee.  The representations and
warranties speak as of the execution and delivery of this Indenture and as of
the Closing Date, and shall survive the pledge thereof to the Indenture Trustee
pursuant to this Indenture.

     

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

     

     

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

     

    (b) The
Receivables constitute “tangible chattel paper” within the meaning of Article 9
of the UCC.

     

    (c) Immediately
prior to its pledge to the Indenture Trustee, the Issuer owned and had good and
marketable title to the Receivables free and clear of any lien, claim or
encumbrance of any Person.

     

    (d) The
Issuer has caused or will have caused, within ten days after the date of
execution of this Indenture, the filing of all appropriate financing statements
in the proper filing office in the appropriate jurisdictions under applicable
law in order to perfect the security interest in the Receivables granted to the
Indenture Trustee hereunder.  Each such financing statement will
contain a statement to the following effect “A purchase of or security interest
in any collateral described in this financing statement will violate the rights
of the Indenture Trustee and its assigns.”

     

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

     

    (f) The
Master Servicer (or the Receivables Servicer) as custodian for the Issuer has in
its possession all original copies of the contracts that constitute or evidence
the Receivables.  The contracts that constitute or evidence the
Receivables do not have any marks or notations indicating that they have been
pledged, assigned or otherwise conveyed to any Person other than the Indenture
Trustee.

     

    Each of
the parties hereto agrees that it shall not waive any of the foregoing
representations and warranties.

     

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

     

     

     

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

     

    
      
        	 	MERRILL
      AUTO TRUST SECURITIZATION 2008-1	 
	 	 	 	 
	 	 By:	 U.S.
      BANK TRUST NATIONAL 

                ASSOCIATION,
      not in its individual capacity 

                 but
      solely as Owner Trustee

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	 /s/
      D. L. Reynolds	 
	 	 	Name: 
      Diane L. Reynolds	 
	 	 	Title:   
      Vice President	 
	 	 	 	 


      

    

     

    
      
        
          	 	CITIBANK,
      N.A.	 
	 	
                  not
      in its individual capacity but solely as 

                  Indenture
      Trustee 

                	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 /s/
      K. Driscoll	 
	 	 	Name:  Kristen
      Driscoll	 
	 	 	Title:    
      Vice President	 
	 	 	 	 


        

      

      
        
           

          
            
              	 	
                      U.S.
      BANK NATIONAL ASSOCIATION, 

                      not
      in its individual capacity but solely as 

                      Securities
      Administrator

                    	 
	 	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	  /s/
      D. L. Reynolds	 
	 	 	Name: 
      Diane L. Reynolds	 
	 	 	Title:   
      Vice President	 
	 	 	 	 


            

          

          
             

          

        

      

    

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT A-1

       

      FORM OF
CLASS A-1 NOTE

       

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

       

      THE
PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

       

      
        	 
      	
                REGISTERED

              	
                $[  ]

              
	 	 	 
	 
      	
                No. A-1-__

              	
                CUSIP
      NO. [  ]

              
	 	 	 


      

      MERRILL
AUTO TRUST SECURITIZATION 2008-1

       

      CLASS A-1
[  ]% ASSET BACKED NOTES

       

      Merrill
Auto Trust Securitization 2008-1, a statutory trust organized and existing under
the laws of the State of Delaware (herein referred to as the “Issuer”), for
value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of [________] dollars payable on each Payment Date in an
amount equal to the result obtained by multiplying (i) a fraction, the
numerator of which is $[  ] (the original face amount of this Note)
and the denominator of which is $[  ] by (ii) the aggregate
amount, if any, payable to holders of Class A-1 Notes on such Payment Date
from the Principal Distribution Account in respect of principal on the
Class A-1 Notes pursuant to Section 3.1 of the Indenture dated as of
June 30, 2008 (as from time to time amended, supplemented or otherwise modified
and in effect, the “Indenture”), among the Issuer, Citibank, N.A., as Indenture
Trustee (in such capacity the “Indenture Trustee”), and U.S. Bank National
Association, as Securities Administrator (in such capacity the “Securities
Administrator”); provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
August 17, 2009 Payment Date (the “Class A-1 Final Scheduled Payment
Date”). Capitalized terms used but not defined herein are defined in
Article I of the Indenture, which also contains rules as to construction
that shall be applicable herein.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      The
Issuer shall pay interest on this Note at the rate per annum shown above on each
Payment Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date) or the Closing Date in the case of the first Payment
Date, subject to certain limitations contained in Section 3.1 of the
Indenture.  Interest on this Note will accrue for each Payment Date
from and including the previous Payment Date on which interest has been paid
(or, in the case of the initial Payment Date, from the Closing Date) to but
excluding such Payment Date.  Interest will be computed on the basis
of actual days elapsed and a 360-day year.  Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

       

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

       

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

       

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

       

      [REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK.]

       

       

      
        
          
          

        

        
          A-1-2

          
            

          

        

        
          
          

        

      

       

       

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

       

      Date:  [  ],
2008

       

      
        
          	 	MERRILL
      AUTO TRUST SECURITIZATION 2008-1	 
	 	 	 	 
	 	By:	
                  U.S.
      BANK TRUST NATIONAL 

                  ASSOCIATION,
      not in its individual capacity 

                  but
      solely as Owner Trustee of Merrill Auto 

                  Trust
      Securitization 2008-1

                	 


        

        
          	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	
                  Authorized
      Officer

                	 
	 	 	 	 
	 	 	 	 


        

      

       

      SECURITIES
ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION

       

      This is
one of the Class A-1 Notes designated above and referred to in the
within-mentioned Indenture.

       

      Date:  [  ],
2008

      
         

        
          
            	 	
                    U.S.
      BANK TRUST NATIONAL ASSOCIATION,
      not in its individual capacity but
      solely as Securities Administrator

                  	 


          

          
            	 	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	
                    Authorized
      Officer

                  	 
	
                     

                  	 	 	 


          

           

           

          
            
              
              

            

            
              A-1-3

              
                

              

            

            
              
              

            

          

           

        

      

      [REVERSE
OF NOTE]

       

      This Note
is one of a duly authorized issue of Notes of the Issuer, designated as its
Class A-1 [  ]% Asset Backed Notes (the “Class A-1 Notes”),
which, together with the Issuer’s Class A-2a [  ]% Asset Backed
Notes (the “Class A-2a Notes”), Class A-2b Floating Rate Asset Backed Notes
(the “Class A-2b Notes”), Class A-3a [  ]% Asset Backed Notes
(the “Class A-3a Notes”), Class A-3b Floating Rate Asset Backed Notes (the
“Class A-3b Notes”), Class A-4a [  ]% Asset Backed Notes (the
“Class A-4a Notes”), Class A-4b Floating Rate Asset Backed Notes (the
“Class A-4b Notes” and, together with the Class A-1 Notes, Class A-2a Notes,
Class A-2b Notes, Class A-3a Notes, Class A-3b Notes and the Class A-4a Notes,
the “Class A Notes”), Class B [  ]% Asset Backed Notes (the
“Class B Notes”) and Class C [  ]% Asset Backed Notes (the
“Class C Notes” and, together with the Class A Notes and the Class B
Notes, the “Notes”), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture.

       

      Subject
to the subordination provisions of the Indenture, the Class A Notes,
Class B Notes and Class C Notes, are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

       

      Principal
of the Class A-1 Notes will be payable on each Payment Date in an amount
described on the face hereof. “Payment Date” means the 15th day of each
month, or, if any such day is not a Business Day, the next succeeding Business
Day, commencing August 15, 2008.

       

      As
described on the face hereof, the entire unpaid principal amount of this Note
shall be due and payable on the Class A-1 Final Scheduled Payment
Date.  Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes shall be due and payable on the date on which an Event of
Default shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing not less than a majority of the principal amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the
Indenture.  All principal payments on the Class A-1 Notes shall
be made pro rata to the Noteholders entitled thereto.

       

      Payments
of interest on this Note on each Payment Date, together with the installment of
principal, if any, to the extent not in full payment of this Note, shall be made
to the Person whose name appears as the Registered Noteholder of the Note (or
one or more Predecessor Notes) on the Note Register as of the close of business
on each Record Date either by wire transfer in immediately available funds, to
the account of such Noteholder at a bank or other entity having appropriate
facilities therefor, if such Noteholder shall have provided to the Note
Registrar appropriate written instructions at least five Business Days prior to
such Payment Date and such Noteholder’s Notes in the aggregate evidence a
denomination of not less than $1,000,000, or, if not, by check mailed
first-class postage prepaid to such Person’s address as it appears on the Note
Register on such Record Date; provided that, unless Definitive Notes have been
issued to Note Owners, with respect to Notes registered on the Record Date in
the name of the nominee of the Clearing Agency (initially, such nominee to be
Cede & Co.), payments will be made by wire 

       

       

      
        
          
          

        

        
          A-1-4

          
            

          

        

        
          
          

        

      

       

       

      transfer
in immediately available funds to the account designated by such nominee. Such
payments will be made without requiring that this Note be submitted for notation
of payment.  Any reduction in the principal amount of this Note (or
any one or more Predecessor Notes) effected by any payments made on any Payment
Date shall be binding upon all future Noteholders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon.  If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Securities Administrator, in the name of and on behalf of the Issuer, will
notify the Person who was the Registered Noteholder hereof as of the Record Date
preceding such Payment Date by notice mailed or transmitted by facsimile prior
to such Payment Date, and the amount then due and payable shall be payable only
upon presentation and surrender of this Note at the Securities Administrator’s
Corporate Trust Office as set forth in the Indenture.

       

      The
Issuer shall pay interest on overdue installments of interest at the
Class A-1 Rate to the extent lawful.

       

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

       

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

       

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

       

       

      
        
          
          

        

        
          A-1-5

          
            

          

        

        
          
          

        

      

       

       

      for any
unpaid consideration for stock, unpaid capital contribution for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
entity.

       

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

       

      The
Issuer has entered into the Indenture and this Note is issued with the intention
that, for federal, State and local income and franchise tax purposes, the Notes
will qualify as indebtedness of the Issuer secured by the Indenture Trust
Estate.  Each Noteholder, by its acceptance of a Note (and each Note
Owner by its acceptance of a beneficial interest in a Note), will be deemed to
agree to treat the Notes for federal, State and local income and franchise tax
purposes as indebtedness of the Issuer.

       

      This Note
may not be acquired by or with “plan assets” (as determined under Department of
Labor Regulation §2510.3-101 or otherwise) of an employee benefit plan or other
plan that is subject to Title I of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), or any federal, state, local or foreign law
similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”) unless
the acquisition and holding of the Note satisfy the requirements for relief
under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE
91-38, PTCE 95-60, PTCE 96-23 or a similar exemption, or, in the case of an
employee benefit plan subject to Similar Law, do not result in a nonexempt
violation of such Similar Law. Each Noteholder by its acceptance of a Note (and
each Note Owner, by its acceptance of a beneficial interest in a Note) will be
deemed to represent that its acquisition of the Note will not violate the
foregoing requirements.

       

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

       

      The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Holders of the Notes thereunder at any time by the Issuer with the
consent of the Holders of the Notes representing a majority of the Outstanding
Amount of all Notes at the time Outstanding.  The Indenture also
contains provisions permitting the Noteholders of Notes evidencing specified
percentages of the principal amount of the Notes Outstanding or of the
Controlling Class, as applicable, on behalf of all Noteholders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their
consequences.  

       

       

      
        
          
          

        

        
          A-1-6

          
            

          

        

        
          
          

        

      

       

       

      Any such
consent or waiver by the Noteholder of this Note (or any one or more Predecessor
Notes) shall be conclusive and binding upon such Noteholder and upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.  The Indenture also
permits the Indenture Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Notes issued
thereunder.

       

      The term
“Issuer,” as used in this Note, includes any successor to the Issuer under the
Indenture.

       

      The
Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee, the Securities
Administrator and the Noteholders under the Indenture.

       

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

       

      This Note
and the Indenture shall be governed by, and construed in accordance with the
laws of the State of New York, without reference to its conflicts of law
provisions.

       

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

       

      Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, none of the Indenture Trustee, in its individual capacity, the
Securities Administrator, in its individual capacity, the Owner Trustee, in its
individual capacity, any owner of a beneficial interest in the Issuer, or any of
their respective partners, beneficiaries, agents, officers, directors, employees
or successors or assigns shall be personally liable for, nor shall recourse be
had to any of them for, the payment of principal or of interest on this Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The holder of this Note, by such
holder’s acceptance hereof, agrees that, except as expressly provided in the
Basic Documents, in the case of an Event of Default under the Indenture, the
Noteholder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.

       

       

      
        
          
          

        

        
          A-1-7

          
            

          

        

        
          
          

        

      

       

       

      ASSIGNMENT

       

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

       

      ___________________________________________________________

       

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

      
        ____________________________________________________________________________________

      

      
        (name and
address of assignee)

         

        


      

      the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints ____________________________________, attorney, to transfer said Note
on the books kept for registration thereof, with full power of substitution in
the premises.

       

      
        	
                Dated:
      _____________________

              	 
      	
                ____________________________*/

              
	 
      	 
      	
                Signature
      Guaranteed

              
	 
      	 
      	 
      
	 
      	 
      	
                ____________________________*/

              
	
                ___________________________

              


      

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

              


      

       

       

      
        
          
          

        

        
          A-1-8

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT A-[  ]

       

      FORM OF
CLASS A-2a NOTE

       

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

       

      THE
PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

       

      
        	 
      	
                REGISTERED

              	
                $[  ]

              
	 	 	 
	 
      	
                No. A-2a-__

              	
                CUSIP
      NO. [  ]

              
	 	 	 


      

      MERRILL
AUTO TRUST SECURITIZATION 2008-1

       

      CLASS
A-2a [  ]% ASSET BACKED NOTES

       

      Merrill
Auto Trust Securitization 2008-1, a statutory trust organized and existing under
the laws of the State of Delaware (herein referred to as the “Issuer”), for
value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of [______] dollars payable on each Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $[  ] (the original face amount of this Note) and the
denominator of which is $[  ] by (ii) the aggregate amount, if
any, payable to holders of Class A-2a Notes on such Payment Date from the
Principal Distribution Account in respect of principal on the Class A-2a
Notes pursuant to Section 3.1 of the Indenture dated as of June 30, 2008
(as from time to time amended, supplemented or otherwise modified and in effect,
the “Indenture”), among the Issuer, Citibank, N.A. as Indenture Trustee (in such
capacity the “Indenture Trustee”) and U.S. Bank National Association, as
Securities Administrator (in such capacity the “Securities Administrator”);
provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
December 15, 2010 Payment Date (the “Class A-2a Final Scheduled Payment
Date”).  Capitalized terms used but not defined herein are defined in
Article I of the Indenture, which also contains rules as to construction
that shall be applicable herein.

       

      The
Issuer shall pay interest on this Note at the rate per annum shown above on each
Payment Date until the principal of this Note is paid or made available for
payment, on the 

       

       

      
        
          
          

        

        
          A-2a-1

          
            

          

        

        
          
          

        

      

       

      principal
amount of this Note outstanding on the preceding Payment Date (after giving
effect to all payments of principal made on the preceding Payment Date) or the
Closing Date in the case of the first Payment Date, subject to certain
limitations contained in Section 3.1 of the Indenture.  Interest
on this Note will accrue for each Payment Date from and including the 15th day
of the calendar month immediately preceding such Payment Date (or, in the case
of the initial Payment Date, from the Closing Date) to but excluding the 15th
day of the calendar month of such Payment Date.  Interest will be
computed on the basis of a 360-day year of twelve 30-day months.  Such
principal of and interest on this Note shall be paid in the manner specified on
the reverse hereof.

       

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

       

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

       

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

       

      [REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK.]

       

       

      
        
          
          

        

        
          A-2a-2

          
            

          

        

        
          
          

        

      

       

      
         

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

         

        Date:  [  ],
2008

         

        
          
            	 	MERRILL
      AUTO TRUST SECURITIZATION 2008-1	 
	 	 	 	 
	 	By:	
                    U.S.
      BANK TRUST NATIONAL 

                    ASSOCIATION,
      not in its individual capacity 

                    but
      solely as Owner Trustee of Merrill Auto 

                    Trust
      Securitization 2008-1

                  	 


          

          
            	 	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	
                    Authorized
      Officer

                  	 
	 	 	 	 
	 	 	 	 


          

        

         

        SECURITIES
ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION

         

        This is
one of the Class A-2a Notes designated above and referred to in the
within-mentioned Indenture.

         

        Date:  [  ],
2008

        
           

          
            
              	 	
                      U.S.
      BANK TRUST NATIONAL ASSOCIATION,
      not in its individual capacity but
      solely as Securities Administrator

                    	 


            

            
              	 	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	
                      Authorized
      Officer

                    	 
	
                       

                    	 	 	 


            

             

             

            
              
                
                

              

              
                A-2a-3

                
                  

                

              

              
                
                

              

            

          

        

      

      [REVERSE
OF NOTE]

       

      This Note
is one of a duly authorized issue of Notes of the Issuer, designated as its
Class A-2a [  ]% Asset Backed Notes (the “Class A-2a
Notes”), which, together with the Issuer’s Class A-1 [  ]% Asset
Backed Notes (the “Class A-1 Notes”), Class A-2b Floating Rate Asset Backed
Notes (the “Class A-2b Notes”), Class A-3a [  ]% Asset Backed
Notes (the “Class A-3a Notes”), Class A-3b Floating Rate Asset Backed Notes
(the “Class A-3b Notes”), Class A-4a [  ]% Asset Backed Notes
(the “Class A-4a Notes”), Class A-4b Floating Rate Asset Backed Notes (the
“Class A-4b Notes” and, together with the Class A-1 Notes, Class A-2a Notes,
Class A-2b Notes, Class A-3a Notes, Class A-3b Notes and Class A-4a Notes, the
“Class A Notes”), Class B [  ]% Asset Backed Notes (the
“Class B Notes”) and Class C [  ]% Asset Backed Notes (the
“Class C Notes” and, together with the Class A Notes and the Class B
Notes, the “Notes”), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture.

       

      Subject
to the subordination provisions of the Indenture, the Class A Notes,
Class B Notes and Class C Notes, are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

       

      Principal
of the Class A-2a Notes will be payable on each Payment Date in an amount
described on the face hereof.  “Payment Date” means the 15th day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing August 15, 2008.

       

      As
described on the face hereof, the entire unpaid principal amount of this Note
shall be due and payable on the Class A-2a Final Scheduled Payment
Date.  Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes shall be due and payable on the date on which an Event of
Default shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing not less than a majority of the principal amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the
Indenture.  All principal payments on the Class A-2a Notes shall
be made pro rata to the Noteholders entitled thereto.

       

      Payments
of interest on this Note on each Payment Date, together with the installment of
principal, if any, to the extent not in full payment of this Note, shall be made
to the Person whose name appears as the Registered Noteholder of the Note (or
one or more Predecessor Notes) on the Note Register as of the close of business
on each Record Date either by wire transfer in immediately available funds, to
the account of such Noteholder at a bank or other entity having appropriate
facilities therefor, if such Noteholder shall have provided to the Note
Registrar appropriate written instructions at least five Business Days prior to
such Payment Date and such Noteholder’s Notes in the aggregate evidence a
denomination of not less than $1,000,000, or, if not, by check mailed
first-class postage prepaid to such Person’s address as it appears on the Note
Register on such Record Date; provided that, unless Definitive Notes have been
issued to Note Owners, with respect to Notes registered on the Record Date in
the name of the nominee of the Clearing Agency (initially, such nominee to be
Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such 

       

       

      
        
          
          

        

        
          A-2a-4

          
            

          

        

        
          
          

        

      

       

       

      payments
will be made without requiring that this Note be submitted for notation of
payment.  Any reduction in the principal amount of this Note (or any
one or more Predecessor Notes) effected by any payments made on any Payment Date
shall be binding upon all future Noteholders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon.  If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Securities Administrator, in the name of and on behalf of the Issuer, will
notify the Person who was the Registered Noteholder hereof as of the Record Date
preceding such Payment Date by notice mailed or transmitted by facsimile prior
to such Payment Date, and the amount then due and payable shall be payable only
upon presentation and surrender of this Note at the Securities Administrator’s
Corporate Trust Office as set forth in the Indenture.

       

      The
Issuer shall pay interest on overdue installments of interest at the
Class A-2a Rate to the extent lawful.

       

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

       

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

       

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

       

       

      
        
          
          

        

        
          A-2a-5

          
            

          

        

        
          
          

        

      

       

       

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

       

      The
Issuer has entered into the Indenture and this Note is issued with the intention
that, for federal, State and local income and franchise tax purposes, the Notes
will qualify as indebtedness of the Issuer secured by the Indenture Trust
Estate.  Each Noteholder, by its acceptance of a Note (and each Note
Owner by its acceptance of a beneficial interest in a Note), will be deemed to
agree to treat the Notes for federal, State and local income and franchise tax
purposes as indebtedness of the Issuer.

       

      This Note
may not be acquired by or with “plan assets” (as determined under Department of
Labor Regulation §2510.3-101 or otherwise) of an employee benefit plan or other
plan that is subject to Title I of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), or any federal, state, local or foreign law
similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”) unless
the acquisition and holding of the Note satisfy the requirements for relief
under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE
91-38, PTCE 95-60, PTCE 96-23 or a similar exemption, or, in the case of an
employee benefit plan subject to Similar Law, do not result in a nonexempt
violation of such Similar Law. Each Noteholder by its acceptance of a Note (and
each Note Owner, by its acceptance of a beneficial interest in a Note) will be
deemed to represent that its acquisition of the Note will not violate the
foregoing requirements.

       

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

       

      The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Holders of the Notes thereunder at any time by the Issuer with the
consent of the Holders of the Notes representing a majority of the Outstanding
Amount of all Notes at the time Outstanding.  The Indenture also
contains provisions permitting the Noteholders of Notes evidencing specified
percentages of the principal amount of the Notes Outstanding or of the
Controlling Class, as applicable, on behalf of all Noteholders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences.  Any such
consent or waiver by the Noteholder of this Note (or any one or more Predecessor
Notes) shall be conclusive and binding upon such Noteholder and upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or 

       

       

      
        
          
          

        

        
          A-2a-6

          
            

          

        

        
          
          

        

      

       

       

      in lieu
hereof whether or not notation of such consent or waiver is made upon this
Note.  The Indenture also permits the Indenture Trustee to amend or
waive certain terms and conditions set forth in the Indenture without the
consent of Holders of the Notes issued thereunder.

       

      The term
“Issuer,” as used in this Note, includes any successor to the Issuer under the
Indenture.

       

      The
Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee, the Securities
Administrator and the Noteholders under the Indenture.

       

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

       

      This Note
and the Indenture shall be governed by, and construed in accordance with the
laws of the State of New York, without reference to its conflicts of law
provisions.

       

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

       

      Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, none of the Indenture Trustee, in its individual capacity, the
Securities Administrator, in its individual capacity, the Owner Trustee, in its
individual capacity, any owner of a beneficial interest in the Issuer, or any of
their respective partners, beneficiaries, agents, officers, directors, employees
or successors or assigns shall be personally liable for, nor shall recourse be
had to any of them for, the payment of principal or of interest on this Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The holder of this Note, by such
holder’s acceptance hereof, agrees that, except as expressly provided in the
Basic Documents, in the case of an Event of Default under the Indenture, the
Noteholder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.

       

       

      
        
          
          

        

        
          A-2a-7

          
            

          

        

        
          
          

        

      

      
         

        ASSIGNMENT

         

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

         

        ___________________________________________________________

         

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

        
          ____________________________________________________________________________________

        

        
          (name and
address of assignee)

           

          


        

        the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints ____________________________________, attorney, to transfer said Note
on the books kept for registration thereof, with full power of substitution in
the premises.

         

        
          	
                  Dated:
      _____________________

                	 
      	
                  ____________________________*/

                
	 
      	 
      	
                  Signature
      Guaranteed

                
	 
      	 
      	 
      
	 
      	 
      	
                  ____________________________*/

                
	
                  ___________________________

                


        

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

                


        

         

         

        
          
            
            

          

          
            A-2a-8

            
              

            

          

          
            
            

          

        

         

         

      

      EXHIBIT
A-2b

       

      FORM OF
CLASS A-2b NOTE

       

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

       

      THE
PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

       

      
        	 
      	
                REGISTERED

              	
                $[  ]

              
	 	 	 
	 
      	
                No. A-2b-__

              	
                CUSIP
      NO. [  ]

              
	 	 	 


      

      MERRILL
AUTO TRUST SECURITIZATION 2008-1

       

      CLASS
A-2b FLOATING RATE ASSET BACKED NOTES

       

      Merrill
Auto Trust Securitization 2008-1, a statutory trust organized and existing under
the laws of the State of Delaware (herein referred to as the “Issuer”), for
value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of [______] dollars payable on each Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $[  ] (the original face amount of this Note) and the
denominator of which is $[  ] by (ii) the aggregate amount, if
any, payable to holders of Class A-2b Notes on such Payment Date from the
Principal Distribution Account in respect of principal on the Class A-2b
Notes pursuant to Section 3.1 of the Indenture dated as of June 30, 2008
(as from time to time amended, supplemented or otherwise modified and in effect,
the “Indenture”), among the Issuer, Citibank, N.A. as Indenture Trustee (in such
capacity the “Indenture Trustee”) and U.S. Bank National Association, as
Securities Administrator (in such capacity the “Securities Administrator”);
provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
December 15, 2010 Payment Date (the “Class A-2b Final Scheduled Payment
Date”).  Capitalized terms used but not defined herein are defined in
Article I of the Indenture, which also contains rules as to construction
that shall be applicable herein.

       

       

      
        
          
          

        

        
          A-2b-1

          
            

          

        

        
          
          

        

      

       

       

      The
Issuer shall pay interest on this Note at the rate per annum shown above on each
Payment Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date) or the Closing Date in the case of the first Payment
Date, subject to certain limitations contained in Section 3.1 of the
Indenture.  Interest on this Note will accrue for each Payment Date
from and including the previous Payment Date on which interest has been paid
(or, in the case of the initial Payment Date, from the Closing Date) to but
excluding such Payment Date.  Interest will be computed on the basis
of actual days elapsed and a 360-day year.  Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

       

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

       

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

       

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

       

      [REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK.]

       

       

      
        
          
          

        

        
          A-2b-2

          
            

          

        

        
          
          

        

      

       

       

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

       

      Date:  [  ],
2008

      
         

        
          
            	 	MERRILL
      AUTO TRUST SECURITIZATION 2008-1	 
	 	 	 	 
	 	By:	
                    U.S.
      BANK TRUST NATIONAL 

                    ASSOCIATION,
      not in its individual capacity 

                    but
      solely as Owner Trustee of Merrill Auto 

                    Trust
      Securitization 2008-1

                  	 


          

          
            	 	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	
                    Authorized
      Officer

                  	 
	 	 	 	 
	 	 	 	 


          

        

         

        SECURITIES
ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION

         

        This is
one of the Class A-2b Notes designated above and referred to in the
within-mentioned Indenture.

         

        Date:  [  ],
2008

        
           

          
            
              	 	
                      U.S.
      BANK TRUST NATIONAL ASSOCIATION,
      not in its individual capacity but
      solely as Securities Administrator

                    	 


            

            
              	 	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	
                      Authorized
      Officer

                    	 
	
                       

                    	 	 	 


            

             

             

            
              
                
                

              

              
                A-2b-3

                
                  

                

              

              
                
                

              

            

             

          

        

      

       

      [REVERSE
OF NOTE]

       

      This Note
is one of a duly authorized issue of Notes of the Issuer, designated as its
Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b Notes”),
which, together with the Issuer’s Class A-1 [  ]% Asset Backed Notes
(the “Class A-1 Notes”), Class A-2a [  ]% Asset Backed Notes (the
“Class A-2a Notes”), Class A-3a [  ]% Asset Backed Notes
(the “Class A-3a Notes”), Class A-3b Floating Rate Asset Backed Notes (the
“Class A-3b Notes”), Class A-4a [  ]% Asset Backed Notes (the
“Class A-4a Notes”), Class A-4b Floating Rate Asset Backed Notes (the
“Class A-4b Notes” and, together with the Class A-1 Notes, Class A-2a Notes,
Class A-2b Notes, Class A-3a Notes, Class A-3b Notes and Class A-4a Notes, the
“Class A Notes”), Class B [  ]% Asset Backed Notes (the
“Class B Notes”) and Class C [  ]% Asset Backed Notes (the
“Class C Notes” and, together with the Class A Notes and the Class B
Notes, the “Notes”), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture.

       

      Subject
to the subordination provisions of the Indenture, the Class A Notes,
Class B Notes and Class C Notes, are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

       

      Principal
of the Class A-2b Notes will be payable on each Payment Date in an amount
described on the face hereof.  “Payment Date” means the 15th day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing August 15, 2008.

       

      As
described on the face hereof, the entire unpaid principal amount of this Note
shall be due and payable on the Class A-2b Final Scheduled Payment
Date.  Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes shall be due and payable on the date on which an Event of
Default shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing not less than a majority of the principal amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the
Indenture.  All principal payments on the Class A-2b Notes shall
be made pro rata to the Noteholders entitled thereto.

       

      Payments
of interest on this Note on each Payment Date, together with the installment of
principal, if any, to the extent not in full payment of this Note, shall be made
to the Person whose name appears as the Registered Noteholder of the Note (or
one or more Predecessor Notes) on the Note Register as of the close of business
on each Record Date either by wire transfer in immediately available funds, to
the account of such Noteholder at a bank or other entity having appropriate
facilities therefor, if such Noteholder shall have provided to the Note
Registrar appropriate written instructions at least five Business Days prior to
such Payment Date and such Noteholder’s Notes in the aggregate evidence a
denomination of not less than $1,000,000, or, if not, by check mailed
first-class postage prepaid to such Person’s address as it appears on the Note
Register on such Record Date; provided that, unless Definitive Notes have been
issued to Note Owners, with respect to Notes registered on the Record Date in
the name of the nominee of the Clearing Agency (initially, such nominee to be
Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such 

       

       

      
        
          
          

        

        
          A-2b-4

          
            

          

        

        
          
          

        

      

       

       

      payments
will be made without requiring that this Note be submitted for notation of
payment.  Any reduction in the principal amount of this Note (or any
one or more Predecessor Notes) effected by any payments made on any Payment Date
shall be binding upon all future Noteholders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon.  If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Securities Administrator, in the name of and on behalf of the Issuer, will
notify the Person who was the Registered Noteholder hereof as of the Record Date
preceding such Payment Date by notice mailed or transmitted by facsimile prior
to such Payment Date, and the amount then due and payable shall be payable only
upon presentation and surrender of this Note at the Securities Administrator’s
Corporate Trust Office as set forth in the Indenture.

       

      The
Issuer shall pay interest on overdue installments of interest at the
Class A-2b Rate to the extent lawful.

       

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

       

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

       

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

       

       

      
        
          
          

        

        
          A-2b-5

          
            

          

        

        
          
          

        

      

       

       

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

       

      The
Issuer has entered into the Indenture and this Note is issued with the intention
that, for federal, State and local income and franchise tax purposes, the Notes
will qualify as indebtedness of the Issuer secured by the Indenture Trust
Estate.  Each Noteholder, by its acceptance of a Note (and each Note
Owner by its acceptance of a beneficial interest in a Note), will be deemed to
agree to treat the Notes for federal, State and local income and franchise tax
purposes as indebtedness of the Issuer.

       

      This Note
may not be acquired by or with “plan assets” (as determined under Department of
Labor Regulation §2510.3-101 or otherwise) of an employee benefit plan or other
plan that is subject to Title I of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), or any federal, state, local or foreign law
similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”) unless
the acquisition and holding of the Note satisfy the requirements for relief
under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE
91-38, PTCE 95-60, PTCE 96-23 or a similar exemption, or, in the case of an
employee benefit plan subject to Similar Law, do not result in a nonexempt
violation of such Similar Law. Each Noteholder by its acceptance of a Note (and
each Note Owner, by its acceptance of a beneficial interest in a Note) will be
deemed to represent that its acquisition of the Note will not violate the
foregoing requirements.

       

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

       

      The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Holders of the Notes thereunder at any time by the Issuer with the
consent of the Holders of the Notes representing a majority of the Outstanding
Amount of all Notes at the time Outstanding.  The Indenture also
contains provisions permitting the Noteholders of Notes evidencing specified
percentages of the principal amount of the Notes Outstanding or of the
Controlling Class, as applicable, on behalf of all Noteholders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences.  Any such
consent or waiver by the Noteholder of this Note (or any one or more Predecessor
Notes) shall be conclusive and binding upon such Noteholder and upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or 

       

       

      
        
          
          

        

        
          A-2b-6

          
            

          

        

        
          
          

        

      

       

       

      in lieu
hereof whether or not notation of such consent or waiver is made upon this
Note.  The Indenture also permits the Indenture Trustee to amend or
waive certain terms and conditions set forth in the Indenture without the
consent of Holders of the Notes issued thereunder.

       

      The term
“Issuer,” as used in this Note, includes any successor to the Issuer under the
Indenture.

       

      The
Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee, the Securities
Administrator and the Noteholders under the Indenture.

       

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

       

      This Note
and the Indenture shall be governed by, and construed in accordance with the
laws of the State of New York, without reference to its conflicts of law
provisions.

       

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

       

      Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, none of the Indenture Trustee, in its individual capacity, the
Securities Administrator, in its individual capacity, the Owner Trustee, in its
individual capacity, any owner of a beneficial interest in the Issuer, or any of
their respective partners, beneficiaries, agents, officers, directors, employees
or successors or assigns shall be personally liable for, nor shall recourse be
had to any of them for, the payment of principal or of interest on this Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The holder of this Note, by such
holder’s acceptance hereof, agrees that, except as expressly provided in the
Basic Documents, in the case of an Event of Default under the Indenture, the
Noteholder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.

       

       

      
        
          
          

        

        
          A-2b-7

          
            

          

        

        
          
          

        

      

       

      
         

        ASSIGNMENT

         

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

         

        ___________________________________________________________

         

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

        
          ____________________________________________________________________________________

        

        
          (name and
address of assignee)

           

          


        

        the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints ____________________________________, attorney, to transfer said Note
on the books kept for registration thereof, with full power of substitution in
the premises.

         

        
          	
                  Dated:
      _____________________

                	 
      	
                  ____________________________*/

                
	 
      	 
      	
                  Signature
      Guaranteed

                
	 
      	 
      	 
      
	 
      	 
      	
                  ____________________________*/

                
	
                  ___________________________

                


        

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

                


        

         

         

        
          
            
            

          

          
            A-2b-8

            
              

            

          

          
            
            

          

        

      

      EXHIBIT A-[  ]

       

      FORM OF
CLASS A-3a NOTE

       

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

       

      THE
PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

       

      
        	 
      	
                REGISTERED

              	
                $[  ]

              
	 	 	 
	 
      	
                No. A-3a-__

              	
                CUSIP
      NO. [  ]

              
	 	 	 


      

      MERRILL
AUTO TRUST SECURITIZATION 2008-1

       

      CLASS
A-3a [  ]% ASSET BACKED NOTES

       

      Merrill
Auto Trust Securitization 2008-1, a statutory trust organized and existing under
the laws of the State of Delaware (herein referred to as the “Issuer”), for
value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of [______] dollars payable on each Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $[  ] (the original face amount of this Note) and the
denominator of which is $[  ] by (ii) the aggregate amount, if
any, payable to holders of Class A-3a Notes on such Payment Date from the
Principal Distribution Account in respect of principal on the Class A-3a
Notes pursuant to Section 3.1 of the Indenture dated as of June 30, 2008
(as from time to time amended, supplemented or otherwise modified and in effect,
the “Indenture”), among the Issuer, Citibank, N.A. as Indenture Trustee (in such
capacity the “Indenture Trustee”) and U.S. Bank National Association, as
Securities Administrator (in such capacity the “Securities Administrator”);
provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
March 15, 2012 Payment Date (the “Class A-3a Final Scheduled Payment
Date”).  Capitalized terms used but not defined herein are defined in
Article I of the Indenture, which also contains rules as to construction
that shall be applicable herein.

       

      The
Issuer shall pay interest on this Note at the rate per annum shown above on each
Payment Date until the principal of this Note is paid or made available for
payment, on the 

       

       

      
        
          
          

        

        
          A-3a-1

          
            

          

        

        
          
          

        

      

       

      principal
amount of this Note outstanding on the preceding Payment Date (after giving
effect to all payments of principal made on the preceding Payment Date) or the
Closing Date in the case of the first Payment Date, subject to certain
limitations contained in Section 3.1 of the Indenture.  Interest
on this Note will accrue for each Payment Date from and including the 15th day
of the calendar month immediately preceding such Payment Date (or, in the case
of the initial Payment Date, from the Closing Date) to but excluding the 15th
day of the calendar month of such Payment Date.  Interest will be
computed on the basis of a 360-day year of twelve 30-day months.  Such
principal of and interest on this Note shall be paid in the manner specified on
the reverse hereof.

       

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

       

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

       

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

       

      [REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK.]

       

       

      
        
          
          

        

        
          A-3a-2

          
            

          

        

        
          
          

        

      

       

       

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

       

      Date:  [  ],
2008

      
         

        
          
            	 	MERRILL
      AUTO TRUST SECURITIZATION 2008-1	 
	 	 	 	 
	 	By:	
                    U.S.
      BANK TRUST NATIONAL 

                    ASSOCIATION,
      not in its individual capacity 

                    but
      solely as Owner Trustee of Merrill Auto 

                    Trust
      Securitization 2008-1

                  	 


          

          
            	 	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	
                    Authorized
      Officer

                  	 
	 	 	 	 
	 	 	 	 


          

        

         

        SECURITIES
ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION

         

        This is
one of the Class A-3a Notes designated above and referred to in the
within-mentioned Indenture.

         

        Date:  [  ],
2008

        
           

          
            
              	 	
                      U.S.
      BANK TRUST NATIONAL ASSOCIATION,
      not in its individual capacity but
      solely as Securities Administrator

                    	 


            

            
              	 	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	
                      Authorized
      Officer

                    	 
	
                       

                    	 	 	 


            

             

             

            
              
                
                

              

              
                A-3a-3

                
                  

                

              

              
                
                

              

            

             

          

        

      

       

      [REVERSE
OF NOTE]

       

      This Note
is one of a duly authorized issue of Notes of the Issuer, designated as its
Class A-3a [  ]% Asset Backed Notes (the “Class A-3a
Notes”), which, together with the Issuer’s Class A-1 [  ]% Asset
Backed Notes (the “Class A-1 Notes”), Class A-2a [   ]%
Asset Backed Notes, Class A-2b Floating Rate Asset Backed Notes (the “Class A-2b
Notes”), Class A-3b Floating Rate Asset Backed Notes (the “Class A-3b Notes”),
Class A-4a [  ]% Asset Backed Notes (the “Class A-4a
Notes”), Class A-4b Floating Rate Asset Backed Notes (the “Class A-4b Notes”
and, together with the Class A-1 Notes, Class A-2a Notes, Class A-2b Notes,
Class A-3a Notes, Class A-3b Notes and Class A-4a Notes, the “Class A Notes”),
Class B [  ]% Asset Backed Notes (the “Class B Notes”) and
Class C [  ]% Asset Backed Notes (the “Class C Notes” and,
together with the Class A Notes and the Class B Notes, the “Notes”), are
issued under the Indenture, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders.
The Notes are subject to all terms of the Indenture.

       

      Subject
to the subordination provisions of the Indenture, the Class A Notes,
Class B Notes and Class C Notes, are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

       

      Principal
of the Class A-3a Notes will be payable on each Payment Date in an amount
described on the face hereof.  “Payment Date” means the 15th day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing August 15, 2008.

       

      As
described on the face hereof, the entire unpaid principal amount of this Note
shall be due and payable on the Class A-3a Final Scheduled Payment
Date.  Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes shall be due and payable on the date on which an Event of
Default shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing not less than a majority of the principal amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the
Indenture.  All principal payments on the Class A-3a Notes shall
be made pro rata to the Noteholders entitled thereto.

       

      Payments
of interest on this Note on each Payment Date, together with the installment of
principal, if any, to the extent not in full payment of this Note, shall be made
to the Person whose name appears as the Registered Noteholder of the Note (or
one or more Predecessor Notes) on the Note Register as of the close of business
on each Record Date either by wire transfer in immediately available funds, to
the account of such Noteholder at a bank or other entity having appropriate
facilities therefor, if such Noteholder shall have provided to the Note
Registrar appropriate written instructions at least five Business Days prior to
such Payment Date and such Noteholder’s Notes in the aggregate evidence a
denomination of not less than $1,000,000, or, if not, by check mailed
first-class postage prepaid to such Person’s address as it appears on the Note
Register on such Record Date; provided that, unless Definitive Notes have been
issued to Note Owners, with respect to Notes registered on the Record Date in
the name of the nominee of the Clearing Agency (initially, such nominee to be
Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such 

       

       

      
        
          
          

        

        
          A-3a-4

          
            

          

        

        
          
          

        

      

       

       

      payments
will be made without requiring that this Note be submitted for notation of
payment.  Any reduction in the principal amount of this Note (or any
one or more Predecessor Notes) effected by any payments made on any Payment Date
shall be binding upon all future Noteholders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon.  If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Securities Administrator, in the name of and on behalf of the Issuer, will
notify the Person who was the Registered Noteholder hereof as of the Record Date
preceding such Payment Date by notice mailed or transmitted by facsimile prior
to such Payment Date, and the amount then due and payable shall be payable only
upon presentation and surrender of this Note at the Securities Administrator’s
Corporate Trust Office as set forth in the Indenture.

       

      The
Issuer shall pay interest on overdue installments of interest at the
Class A-3a Rate to the extent lawful.

       

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

       

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

       

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

       

       

      
        
          
          

        

        
          A-3a-5

          
            

          

        

        
          
          

        

      

       

       

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

       

      The
Issuer has entered into the Indenture and this Note is issued with the intention
that, for federal, State and local income and franchise tax purposes, the Notes
will qualify as indebtedness of the Issuer secured by the Indenture Trust
Estate.  Each Noteholder, by its acceptance of a Note (and each Note
Owner by its acceptance of a beneficial interest in a Note), will be deemed to
agree to treat the Notes for federal, State and local income and franchise tax
purposes as indebtedness of the Issuer.

       

      This Note
may not be acquired by or with “plan assets” (as determined under Department of
Labor Regulation §2510.3-101 or otherwise) of an employee benefit plan or other
plan that is subject to Title I of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), or any federal, state, local or foreign law
similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”) unless
the acquisition and holding of the Note satisfy the requirements for relief
under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE
91-38, PTCE 95-60, PTCE 96-23 or a similar exemption, or, in the case of an
employee benefit plan subject to Similar Law, do not result in a nonexempt
violation of such Similar Law. Each Noteholder by its acceptance of a Note (and
each Note Owner, by its acceptance of a beneficial interest in a Note) will be
deemed to represent that its acquisition of the Note will not violate the
foregoing requirements.

       

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

       

      The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Holders of the Notes thereunder at any time by the Issuer with the
consent of the Holders of the Notes representing a majority of the Outstanding
Amount of all Notes at the time Outstanding.  The Indenture also
contains provisions permitting the Noteholders of Notes evidencing specified
percentages of the principal amount of the Notes Outstanding or of the
Controlling Class, as applicable, on behalf of all Noteholders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences.  Any such
consent or waiver by the Noteholder of this Note (or any one or more Predecessor
Notes) shall be conclusive and binding upon such Noteholder and upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or 

       

       

      
        
          
          

        

        
          A-3a-6

          
            

          

        

        
          
          

        

      

       

       

      in lieu
hereof whether or not notation of such consent or waiver is made upon this
Note.  The Indenture also permits the Indenture Trustee to amend or
waive certain terms and conditions set forth in the Indenture without the
consent of Holders of the Notes issued thereunder.

       

      The term
“Issuer,” as used in this Note, includes any successor to the Issuer under the
Indenture.

       

      The
Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee, the Securities
Administrator and the Noteholders under the Indenture.

       

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

       

      This Note
and the Indenture shall be governed by, and construed in accordance with the
laws of the State of New York, without reference to its conflicts of law
provisions.

       

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

       

      Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, none of the Indenture Trustee, in its individual capacity, the
Securities Administrator, in its individual capacity, the Owner Trustee, in its
individual capacity, any owner of a beneficial interest in the Issuer, or any of
their respective partners, beneficiaries, agents, officers, directors, employees
or successors or assigns shall be personally liable for, nor shall recourse be
had to any of them for, the payment of principal or of interest on this Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The holder of this Note, by such
holder’s acceptance hereof, agrees that, except as expressly provided in the
Basic Documents, in the case of an Event of Default under the Indenture, the
Noteholder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.

       

       

      
        
          
          

        

        
          A-3a-7

          
            

          

        

        
          
          

        

      

       

      
        
           

        

        ASSIGNMENT

         

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

         

        ___________________________________________________________

         

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

        
          ____________________________________________________________________________________

        

        
          (name and
address of assignee)

           

          


        

        the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints ____________________________________, attorney, to transfer said Note
on the books kept for registration thereof, with full power of substitution in
the premises.

         

        
          	
                  Dated:
      _____________________

                	 
      	
                  ____________________________*/

                
	 
      	 
      	
                  Signature
      Guaranteed

                
	 
      	 
      	 
      
	 
      	 
      	
                  ____________________________*/

                
	
                  ___________________________

                


        

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

                


        

         

         

        
          
            
            

          

          
            A-3a-8

            
              

            

          

          
            
            

          

        

         

      

      EXHIBIT
A-3b

       

      FORM OF
CLASS A-3b NOTE

       

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

       

      THE
PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

       

      
        	 
      	
                REGISTERED

              	
                $[  ]

              
	 	 	 
	 
      	
                No. A-3b-__

              	
                CUSIP
      NO. [  ]

              
	 	 	 


      

      MERRILL
AUTO TRUST SECURITIZATION 2008-1

       

      CLASS
A-3b FLOATING RATE ASSET BACKED NOTES

       

      Merrill
Auto Trust Securitization 2008-1, a statutory trust organized and existing under
the laws of the State of Delaware (herein referred to as the “Issuer”), for
value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of [______] dollars payable on each Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $[  ] (the original face amount of this Note) and the
denominator of which is $[  ] by (ii) the aggregate amount, if
any, payable to holders of Class A-3b Notes on such Payment Date from the
Principal Distribution Account in respect of principal on the Class A-3b
Notes pursuant to Section 3.1 of the Indenture dated as of June 30, 2008
(as from time to time amended, supplemented or otherwise modified and in effect,
the “Indenture”), among the Issuer, Citibank, N.A. as Indenture Trustee (in such
capacity the “Indenture Trustee”) and U.S. Bank National Association, as
Securities Administrator (in such capacity the “Securities Administrator”);
provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
March 15, 2012 Payment Date (the “Class A-3b Final Scheduled Payment
Date”).  Capitalized terms used but not defined herein are defined in
Article I of the Indenture, which also contains rules as to construction
that shall be applicable herein.

       

       

      
        
          
          

        

        
          A-3b-1

          
            

          

        

        
          
          

        

      

       

      The
Issuer shall pay interest on this Note at the rate per annum shown above on each
Payment Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date) or the Closing Date in the case of the first Payment
Date, subject to certain limitations contained in Section 3.1 of the
Indenture.  Interest on this Note will accrue for each Payment Date
from and including the previous Payment Date on which interest has been paid
(or, in the case of the initial Payment Date, from the Closing Date) to but
excluding such Payment Date.  Interest will be computed on the basis
of actual days elapsed and a 360-day year.  Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

       

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

       

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

       

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

       

      [REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK.]

       

       

      
        
          
          

        

        
          A-3b-2

          
            

          

        

        
          
          

        

      

       

       

       

       

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

       

      Date:  [  ],
2008

      
         

        
          
            	 	MERRILL
      AUTO TRUST SECURITIZATION 2008-1	 
	 	 	 	 
	 	By:	
                    U.S.
      BANK TRUST NATIONAL 

                    ASSOCIATION,
      not in its individual capacity 

                    but
      solely as Owner Trustee of Merrill Auto 

                    Trust
      Securitization 2008-1

                  	 


          

          
            	 	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	
                    Authorized
      Officer

                  	 
	 	 	 	 
	 	 	 	 


          

        

         

        SECURITIES
ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION

         

        This is
one of the Class A-3b Notes designated above and referred to in the
within-mentioned Indenture.

         

        Date:  [  ],
2008

        
           

          
            
              	 	
                      U.S.
      BANK TRUST NATIONAL ASSOCIATION,
      not in its individual capacity but
      solely as Securities Administrator

                    	 


            

            
              	 	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	
                      Authorized
      Officer

                    	 
	
                       

                    	 	 	 


            

             

             

            
              
                
                

              

              
                A-3b-3

                
                  

                

              

              
                
                

              

            

             

          

        

      

       

      [REVERSE
OF NOTE]

       

      This Note
is one of a duly authorized issue of Notes of the Issuer, designated as its
Class A-3b Floating Rate Asset Backed Notes (the “Class A-3b Notes”),
which, together with the Issuer’s Class A-1 [  ]% Asset Backed Notes
(the “Class A-1 Notes”), Class A-2a [  ]% Asset Backed Notes (the
“Class A-2a Notes”), Class A-2b Floating Rate Notes (the
“Class A-2b Notes”), Class A-3a [  ]% Asset Backed Notes (the
“Class A-3a Notes”), Class A-4a [  ]% Asset Backed Notes (the
“Class A-4a Notes”), Class A-4b Floating Rate Asset Backed Notes (the
“Class A-4b Notes” and, together with Class A-1 Notes, Class A-2a Notes, Class
A-2b Notes, Class A-3a Notes, Class A-3b Notes and Class A-4a Notes, the “Class
A Notes”), Class B [  ]% Asset Backed Notes (the “Class B
Notes”) and Class C [  ]% Asset Backed Notes (the “Class C
Notes” and, together with the Class A Notes and the Class B Notes, the
“Notes”), are issued under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Noteholders. The Notes are subject to all terms of the Indenture.

       

      Subject
to the subordination provisions of the Indenture, the Class A Notes,
Class B Notes and Class C Notes, are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

       

      Principal
of the Class A-3b Notes will be payable on each Payment Date in an amount
described on the face hereof.  “Payment Date” means the 15th day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing August 15, 2008.

       

      As
described on the face hereof, the entire unpaid principal amount of this Note
shall be due and payable on the Class A-3b Final Scheduled Payment
Date.  Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes shall be due and payable on the date on which an Event of
Default shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing not less than a majority of the principal amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the
Indenture.  All principal payments on the Class A-3b Notes shall
be made pro rata to the Noteholders entitled thereto.

       

      Payments
of interest on this Note on each Payment Date, together with the installment of
principal, if any, to the extent not in full payment of this Note, shall be made
to the Person whose name appears as the Registered Noteholder of the Note (or
one or more Predecessor Notes) on the Note Register as of the close of business
on each Record Date either by wire transfer in immediately available funds, to
the account of such Noteholder at a bank or other entity having appropriate
facilities therefor, if such Noteholder shall have provided to the Note
Registrar appropriate written instructions at least five Business Days prior to
such Payment Date and such Noteholder’s Notes in the aggregate evidence a
denomination of not less than $1,000,000, or, if not, by check mailed
first-class postage prepaid to such Person’s address as it appears on the Note
Register on such Record Date; provided that, unless Definitive Notes have been
issued to Note Owners, with respect to Notes registered on the Record Date in
the name of the nominee of the Clearing Agency (initially, such nominee to be
Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such 

       

       

      
        
          
          

        

        
          A-3b-4

          
            

          

        

        
          
          

        

      

       

       

      payments
will be made without requiring that this Note be submitted for notation of
payment.  Any reduction in the principal amount of this Note (or any
one or more Predecessor Notes) effected by any payments made on any Payment Date
shall be binding upon all future Noteholders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon.  If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Securities Administrator, in the name of and on behalf of the Issuer, will
notify the Person who was the Registered Noteholder hereof as of the Record Date
preceding such Payment Date by notice mailed or transmitted by facsimile prior
to such Payment Date, and the amount then due and payable shall be payable only
upon presentation and surrender of this Note at the Securities Administrator’s
Corporate Trust Office as set forth in the Indenture.

       

      The
Issuer shall pay interest on overdue installments of interest at the
Class A-3b Rate to the extent lawful.

       

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

       

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

       

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

       

       

      
        
          
          

        

        
          A-3b-5

          
            

          

        

        
          
          

        

      

       

       

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

       

      The
Issuer has entered into the Indenture and this Note is issued with the intention
that, for federal, State and local income and franchise tax purposes, the Notes
will qualify as indebtedness of the Issuer secured by the Indenture Trust
Estate.  Each Noteholder, by its acceptance of a Note (and each Note
Owner by its acceptance of a beneficial interest in a Note), will be deemed to
agree to treat the Notes for federal, State and local income and franchise tax
purposes as indebtedness of the Issuer.

       

      This Note
may not be acquired by or with “plan assets” (as determined under Department of
Labor Regulation §2510.3-101 or otherwise) of an employee benefit plan or other
plan that is subject to Title I of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), or any federal, state, local or foreign law
similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”) unless
the acquisition and holding of the Note satisfy the requirements for relief
under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE
91-38, PTCE 95-60, PTCE 96-23 or a similar exemption, or, in the case of an
employee benefit plan subject to Similar Law, do not result in a nonexempt
violation of such Similar Law. Each Noteholder by its acceptance of a Note (and
each Note Owner, by its acceptance of a beneficial interest in a Note) will be
deemed to represent that its acquisition of the Note will not violate the
foregoing requirements.

       

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

       

      The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Holders of the Notes thereunder at any time by the Issuer with the
consent of the Holders of the Notes representing a majority of the Outstanding
Amount of all Notes at the time Outstanding.  The Indenture also
contains provisions permitting the Noteholders of Notes evidencing specified
percentages of the principal amount of the Notes Outstanding or of the
Controlling Class, as applicable, on behalf of all Noteholders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences.  Any such
consent or waiver by the Noteholder of this Note (or any one or more Predecessor
Notes) shall be conclusive and binding upon such Noteholder and upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or 

       

       

      
        
          
          

        

        
          A-3b-6

          
            

          

        

        
          
          

        

      

       

       

      in lieu
hereof whether or not notation of such consent or waiver is made upon this
Note.  The Indenture also permits the Indenture Trustee to amend or
waive certain terms and conditions set forth in the Indenture without the
consent of Holders of the Notes issued thereunder.

       

      The term
“Issuer,” as used in this Note, includes any successor to the Issuer under the
Indenture.

       

      The
Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee, the Securities
Administrator and the Noteholders under the Indenture.

       

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

       

      This Note
and the Indenture shall be governed by, and construed in accordance with the
laws of the State of New York, without reference to its conflicts of law
provisions.

       

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

       

      Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, none of the Indenture Trustee, in its individual capacity, the
Securities Administrator, in its individual capacity, the Owner Trustee, in its
individual capacity, any owner of a beneficial interest in the Issuer, or any of
their respective partners, beneficiaries, agents, officers, directors, employees
or successors or assigns shall be personally liable for, nor shall recourse be
had to any of them for, the payment of principal or of interest on this Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The holder of this Note, by such
holder’s acceptance hereof, agrees that, except as expressly provided in the
Basic Documents, in the case of an Event of Default under the Indenture, the
Noteholder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.

       

       

      
        
          
          

        

        
          A-3b-7

          
            

          

        

        
          
          

        

      

       

       

      
        ASSIGNMENT

         

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

         

        ___________________________________________________________

         

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

        
          ____________________________________________________________________________________

        

        
          (name and
address of assignee)

           

          


        

        the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints ____________________________________, attorney, to transfer said Note
on the books kept for registration thereof, with full power of substitution in
the premises.

         

        
          	
                  Dated:
      _____________________

                	 
      	
                  ____________________________*/

                
	 
      	 
      	
                  Signature
      Guaranteed

                
	 
      	 
      	 
      
	 
      	 
      	
                  ____________________________*/

                
	
                  ___________________________

                


        

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

                


        

         

      

       

      
        
          
          

        

        
          A-3b-8

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT A-4a

       

      FORM OF
CLASS A-4a NOTE

       

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

       

      THE
PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

       

      
        	 
      	
                REGISTERED

              	
                $[  ]

              
	 	 	 
	 
      	
                No. A-4a-__

              	
                CUSIP
      NO. [  ]

              
	 	 	 


      

      MERRILL
AUTO TRUST SECURITIZATION 2008-1

       

      CLASS
A-4a [  ]% ASSET BACKED NOTES

       

      Merrill
Auto Trust Securitization 2008-1, a statutory trust organized and existing under
the laws of the State of Delaware (herein referred to as the “Issuer”), for
value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of [______] dollars payable on each Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $[  ] (the original face amount of this Note) and the
denominator of which is $[  ] by (ii) the aggregate amount, if
any, payable to holders of Class A-4a Notes on such Payment Date from the
Principal Distribution Account in respect of principal on the Class A-4a
Notes pursuant to Section 3.1 of the Indenture dated as of June 30, 2008
(as from time to time amended, supplemented or otherwise modified and in effect,
the “Indenture”), among the Issuer, Citibank, N.A. as Indenture Trustee (in such
capacity the “Indenture Trustee”) and U.S. Bank National Association, as
Securities Administrator (in such capacity the “Securities Administrator”);
provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
April 15, 2015 Payment Date (the “Class A-4a Final Scheduled Payment
Date”).  Capitalized terms used but not defined herein are defined in
Article I of the Indenture, which also contains rules as to construction
that shall be applicable herein.

       

      The
Issuer shall pay interest on this Note at the rate per annum shown above on each
Payment Date until the principal of this Note is paid or made available for
payment, on the 

       

       

      
        
          
          

        

        
          A-4a-1

          
            

          

        

        
          
          

        

      

       

       

      principal
amount of this Note outstanding on the preceding Payment Date (after giving
effect to all payments of principal made on the preceding Payment Date) or the
Closing Date in the case of the first Payment Date, subject to certain
limitations contained in Section 3.1 of the Indenture.  Interest
on this Note will accrue for each Payment Date from and including the 15th day
of the calendar month immediately preceding such Payment Date (or, in the case
of the initial Payment Date, from the Closing Date) to but excluding the 15th
day of the calendar month of such Payment Date.  Interest will be
computed on the basis of a 360-day year of twelve 30-day months.  Such
principal of and interest on this Note shall be paid in the manner specified on
the reverse hereof.

       

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

       

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

       

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

       

      [REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK.]

       

       

      
        
          
          

        

        
          A-4a-2

          
            

          

        

        
          
          

        

      

       

       

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

       

      Date:  [  ],
2008

      
         

        
           

          
            
              	 	MERRILL
      AUTO TRUST SECURITIZATION 2008-1	 
	 	 	 	 
	 	By:	
                      U.S.
      BANK TRUST NATIONAL 

                      ASSOCIATION,
      not in its individual capacity 

                      but
      solely as Owner Trustee of Merrill Auto 

                      Trust
      Securitization 2008-1

                    	 


            

            
              	 	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	
                      Authorized
      Officer

                    	 
	 	 	 	 
	 	 	 	 


            

          

           

          SECURITIES
ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION

           

          This is
one of the Class A-4a Notes designated above and referred to in the
within-mentioned Indenture.

           

          Date:  [  ],
2008

          
             

            
              
                	 	
                        U.S.
      BANK TRUST NATIONAL ASSOCIATION,
      not in its individual capacity but
      solely as Securities Administrator

                      	 


              

              
                	 	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	 	 
	 	 	
                        Authorized
      Officer

                      	 
	
                         

                      	 	 	 


              

               

            

          

        

         

        
          
            
            

          

          
            A-4a-3

            
              

            

          

          
            
            

          

        

         

      

       

      [REVERSE
OF NOTE]

       

      This Note
is one of a duly authorized issue of Notes of the Issuer, designated as its
Class A-4a [  ]% Asset Backed Notes (the “Class A-4a
Notes”), which, together with the Issuer’s Class A-1 [  ]% Asset
Backed Notes (the “Class A-1 Notes”), Class A-2a [  ]% Asset
Backed Notes (the “Class A-2a Notes”), Class A-2b Floating Rate Asset Backed
Notes (the “Class A-2b Notes”), Class A-3a [  ]% Asset Backed
Notes (the “Class A-3a Notes”), Class A-3b Floating Rate Asset Backed Notes
(the “Class A-3b Notes”), Class A-4b Floating Rate Asset Backed Notes (the
“Class A-4b Notes” and, together with the Class A-1 Notes, Class A-2a Notes,
Class A-2b Notes, Class A-3a Notes, Class A-3b Notes and Class A-4a Notes, the
“Class A Notes”), Class B [  ]% Asset Backed Notes (the
“Class B Notes”) and Class C [  ]% Asset Backed Notes (the
“Class C Notes” and, together with the Class A Notes and the Class B
Notes, the “Notes”), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture.

       

      Subject
to the subordination provisions of the Indenture, the Class A Notes,
Class B Notes and Class C Notes, are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

       

      Principal
of the Class A-4a Notes will be payable on each Payment Date in an amount
described on the face hereof.  “Payment Date” means the 15th day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing August 15, 2008.

       

      As
described on the face hereof, the entire unpaid principal amount of this Note
shall be due and payable on the Class A-4a Final Scheduled Payment
Date.  Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes shall be due and payable on the date on which an Event of
Default shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing not less than a majority of the principal amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the
Indenture.  All principal payments on the Class A-4a Notes shall
be made pro rata to the Noteholders entitled thereto.

       

      Payments
of interest on this Note on each Payment Date, together with the installment of
principal, if any, to the extent not in full payment of this Note, shall be made
to the Person whose name appears as the Registered Noteholder of the Note (or
one or more Predecessor Notes) on the Note Register as of the close of business
on each Record Date either by wire transfer in immediately available funds, to
the account of such Noteholder at a bank or other entity having appropriate
facilities therefor, if such Noteholder shall have provided to the Note
Registrar appropriate written instructions at least five Business Days prior to
such Payment Date and such Noteholder’s Notes in the aggregate evidence a
denomination of not less than $1,000,000, or, if not, by check mailed
first-class postage prepaid to such Person’s address as it appears on the Note
Register on such Record Date; provided that, unless Definitive Notes have been
issued to Note Owners, with respect to Notes registered on the Record Date in
the name of the nominee of the Clearing Agency (initially, such nominee to be
Cede & Co.), payments will be made by wire 

       

       

      
        
          
          

        

        
          A-4a-4

          
            

          

        

        
          
          

        

      

       

       

      transfer
in immediately available funds to the account designated by such nominee. Such
payments will be made without requiring that this Note be submitted for notation
of payment.  Any reduction in the principal amount of this Note (or
any one or more Predecessor Notes) effected by any payments made on any Payment
Date shall be binding upon all future Noteholders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon.  If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Securities Administrator, in the name of and on behalf of the Issuer, will
notify the Person who was the Registered Noteholder hereof as of the Record Date
preceding such Payment Date by notice mailed or transmitted by facsimile prior
to such Payment Date, and the amount then due and payable shall be payable only
upon presentation and surrender of this Note at the Securities Administrator’s
Corporate Trust Office as set forth in the Indenture.

       

      The
Issuer shall pay interest on overdue installments of interest at the Class A-4a
Rate to the extent lawful.

       

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

       

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

       

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

       

       

      
        
          
          

        

        
          A-4a-5

          
            

          

        

        
          
          

        

      

       

       

      for any
unpaid consideration for stock, unpaid capital contribution for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
entity.

       

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

       

      The
Issuer has entered into the Indenture and this Note is issued with the intention
that, for federal, State and local income and franchise tax purposes, the Notes
will qualify as indebtedness of the Issuer secured by the Indenture Trust
Estate.  Each Noteholder, by its acceptance of a Note (and each Note
Owner by its acceptance of a beneficial interest in a Note), will be deemed to
agree to treat the Notes for federal, State and local income and franchise tax
purposes as indebtedness of the Issuer.

       

      This Note
may not be acquired by or with “plan assets” (as determined under Department of
Labor Regulation §2510.3-101 or otherwise) of an employee benefit plan or other
plan that is subject to Title I of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), or any federal, state, local or foreign law
similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”) unless
the acquisition and holding of the Note satisfy the requirements for relief
under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE
91-38, PTCE 95-60, PTCE 96-23 or a similar exemption, or, in the case of an
employee benefit plan subject to Similar Law, do not result in a nonexempt
violation of such Similar Law. Each Noteholder by its acceptance of a Note (and
each Note Owner, by its acceptance of a beneficial interest in a Note) will be
deemed to represent that its acquisition of the Note will not violate the
foregoing requirements.

       

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

       

      The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Holders of the Notes thereunder at any time by the Issuer with the
consent of the Holders of the Notes representing a majority of the Outstanding
Amount of all Notes at the time Outstanding.  The Indenture also
contains provisions permitting the Noteholders of Notes evidencing specified
percentages of the principal amount of the Notes Outstanding or of the
Controlling Class, as applicable, on behalf of all Noteholders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their
consequences.  

       

       

      
        
          
          

        

        
          A-4a-6

          
            

          

        

        
          
          

        

      

       

       

      Any such
consent or waiver by the Noteholder of this Note (or any one or more Predecessor
Notes) shall be conclusive and binding upon such Noteholder and upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.  The Indenture also
permits the Indenture Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Notes issued
thereunder.

       

      The term
“Issuer,” as used in this Note, includes any successor to the Issuer under the
Indenture.

       

      The
Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee, the Securities
Administrator and the Noteholders under the Indenture.

       

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

       

      This Note
and the Indenture shall be governed by, and construed in accordance with the
laws of the State of New York, without reference to its conflicts of law
provisions.

       

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

       

      Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, none of the Indenture Trustee, in its individual capacity, the
Securities Administrator, in its individual capacity, the Owner Trustee, in its
individual capacity, any owner of a beneficial interest in the Issuer, or any of
their respective partners, beneficiaries, agents, officers, directors, employees
or successors or assigns shall be personally liable for, nor shall recourse be
had to any of them for, the payment of principal or of interest on this Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The holder of this Note, by such
holder’s acceptance hereof, agrees that, except as expressly provided in the
Basic Documents, in the case of an Event of Default under the Indenture, the
Noteholder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.

       

       

      
        
          
          

        

        
          A-4a-7

          
            

          

        

        
          
          

        

      

       

       

      
        
           

        

        ASSIGNMENT

         

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

         

        ___________________________________________________________

         

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

        
          ____________________________________________________________________________________

        

        
          (name and
address of assignee)

           

          


        

        the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints ____________________________________, attorney, to transfer said Note
on the books kept for registration thereof, with full power of substitution in
the premises.

         

        
          	
                  Dated:
      _____________________

                	 
      	
                  ____________________________*/

                
	 
      	 
      	
                  Signature
      Guaranteed

                
	 
      	 
      	 
      
	 
      	 
      	
                  ____________________________*/

                
	
                  ___________________________

                


        

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

                


        

         

      

      
         

         

        
          
            
            

          

          
            A-4a-8

            
              

            

          

          
            
            

          

           

           

        

      

      EXHIBIT
A-4b

       

      FORM OF
CLASS A-4b NOTE

       

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

       

      THE
PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

       

      
        	 
      	
                REGISTERED

              	
                $[  ]

              
	 	 	 
	 
      	
                No. A-4b-__

              	
                CUSIP
      NO. [  ]

              
	 	 	 


      

      MERRILL
AUTO TRUST SECURITIZATION 2008-1

       

      CLASS
A-4b FLOATING RATE ASSET BACKED NOTES

       

      Merrill
Auto Trust Securitization 2008-1, a statutory trust organized and existing under
the laws of the State of Delaware (herein referred to as the “Issuer”), for
value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of [______] dollars payable on each Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $[  ] (the original face amount of this Note) and the
denominator of which is $[  ] by (ii) the aggregate amount, if
any, payable to holders of Class A-4b Notes on such Payment Date from the
Principal Distribution Account in respect of principal on the Class A-4b Notes
pursuant to Section 3.1 of the Indenture dated as of June 30, 2008 (as from
time to time amended, supplemented or otherwise modified and in effect, the
“Indenture”), among the Issuer, Citibank, N.A. as Indenture Trustee (in such
capacity the “Indenture Trustee”) and U.S. Bank National Association, as
Securities Administrator (in such capacity the “Securities Administrator”);
provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
April 15, 2015 Payment Date (the “Class A-4b Final Scheduled Payment
Date”).  Capitalized terms used but not defined herein are defined in
Article I of the Indenture, which also contains rules as to construction
that shall be applicable herein.

       

       

      
        
          
          

        

        
          A-4b-1

          
            

          

        

        
          
          

        

      

       

       

      The
Issuer shall pay interest on this Note at the rate per annum shown above on each
Payment Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date) or the Closing Date in the case of the first Payment
Date, subject to certain limitations contained in Section 3.1 of the
Indenture.  Interest on this Note will accrue for each Payment Date
from and including the previous Payment Date on which interest has been paid
(or, in the case of the initial Payment Date, from the Closing Date) to but
excluding such Payment Date.  Interest will be computed on the basis
of actual days elapsed and a 360-day year.  Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

       

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

       

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

       

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

       

      [REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK.]

       

       

      
        
          
          

        

        
          A-4b-2

          
            

          

        

        
          
          

        

      

       

       

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

       

      Date:  [  ],
2008

      
         

        
           

          
            
              	 	MERRILL
      AUTO TRUST SECURITIZATION 2008-1	 
	 	 	 	 
	 	By:	
                      U.S.
      BANK TRUST NATIONAL 

                      ASSOCIATION,
      not in its individual capacity 

                      but
      solely as Owner Trustee of Merrill Auto 

                      Trust
      Securitization 2008-1

                    	 


            

            
              	 	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	
                      Authorized
      Officer

                    	 
	 	 	 	 
	 	 	 	 


            

          

           

          SECURITIES
ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION

           

          This is
one of the Class A-4b Notes designated above and referred to in the
within-mentioned Indenture.

           

          Date:  [  ],
2008

          
             

            
              
                	 	
                        U.S.
      BANK TRUST NATIONAL ASSOCIATION,
      not in its individual capacity but
      solely as Securities Administrator

                      	 


              

              
                	 	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	 	 
	 	 	
                        Authorized
      Officer

                      	 
	
                         

                      	 	 	 


              

               

            

          

        

         

         

        
          
            
            

          

          
            A-4b-3

            
              

            

          

          
            
            

          

           

           

        

      

      [REVERSE
OF NOTE]

       

      This Note
is one of a duly authorized issue of Notes of the Issuer, designated as its
Class A-4b Floating Rate Asset Backed Notes (the “Class A-4b Notes”),
which, together with the Issuer’s Class A-1 [  ]% Asset Backed Notes
(the “Class A-1 Notes”), Class A-2a [  ]% Asset Backed Notes (the
“Class A-2a Notes”), Class A-2b Floating Rate Asset Backed Notes (the
“Class A-2b Notes”), Class A-3a [  ]% Asset Backed Notes
(the “Class A-3a Notes”), Class A-3b Floating Rate Asset Backed Notes (the
“Class A-3b Notes”), Class A-4a [  ]% Asset Backed Notes (the
“Class A-4a Notes” and, together with the Class A-1 Notes, Class A-2a
Notes, Class A-2b Notes, Class A-3a Notes, Class A-3b Notes and the Class A-4b
Notes, the “Class A Notes”), Class B [  ]% Asset Backed Notes
(the “Class B Notes”) and Class C [  ]% Asset Backed Notes
(the “Class C Notes” and, together with the Class A Notes and the
Class B Notes, the “Notes”), are issued under the Indenture, to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture.

       

      Subject
to the subordination provisions of the Indenture, the Class A Notes,
Class B Notes and Class C Notes, are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

       

      Principal
of the Class A-4b Notes will be payable on each Payment Date in an amount
described on the face hereof.  “Payment Date” means the 15th day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing August 15, 2008.

       

      As
described on the face hereof, the entire unpaid principal amount of this Note
shall be due and payable on the Class A-4b Final Scheduled Payment
Date.  Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes shall be due and payable on the date on which an Event of
Default shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing not less than a majority of the principal amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the
Indenture.  All principal payments on the Class A-4b Notes shall be
made pro rata to the Noteholders entitled thereto.

       

      Payments
of interest on this Note on each Payment Date, together with the installment of
principal, if any, to the extent not in full payment of this Note, shall be made
to the Person whose name appears as the Registered Noteholder of the Note (or
one or more Predecessor Notes) on the Note Register as of the close of business
on each Record Date either by wire transfer in immediately available funds, to
the account of such Noteholder at a bank or other entity having appropriate
facilities therefor, if such Noteholder shall have provided to the Note
Registrar appropriate written instructions at least five Business Days prior to
such Payment Date and such Noteholder’s Notes in the aggregate evidence a
denomination of not less than $1,000,000, or, if not, by check mailed
first-class postage prepaid to such Person’s address as it appears on the Note
Register on such Record Date; provided that, unless Definitive Notes have been
issued to Note Owners, with respect to Notes registered on the Record Date in
the name of the nominee of the Clearing Agency (initially, such nominee to be
Cede & Co.), payments will be made by wire 

       

       

      
        
          
          

        

        
          A-4b-4

          
            

          

        

        
          
          

        

      

       

       

      transfer
in immediately available funds to the account designated by such nominee. Such
payments will be made without requiring that this Note be submitted for notation
of payment.  Any reduction in the principal amount of this Note (or
any one or more Predecessor Notes) effected by any payments made on any Payment
Date shall be binding upon all future Noteholders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon.  If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Securities Administrator, in the name of and on behalf of the Issuer, will
notify the Person who was the Registered Noteholder hereof as of the Record Date
preceding such Payment Date by notice mailed or transmitted by facsimile prior
to such Payment Date, and the amount then due and payable shall be payable only
upon presentation and surrender of this Note at the Securities Administrator’s
Corporate Trust Office as set forth in the Indenture.

       

      The
Issuer shall pay interest on overdue installments of interest at the
Class A-4b Rate to the extent lawful.

       

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

       

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

       

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

       

       

      
        
          
          

        

        
          A-4b-5

          
            

          

        

        
          
          

        

      

       

       

      for any
unpaid consideration for stock, unpaid capital contribution for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
entity.

       

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

       

      The
Issuer has entered into the Indenture and this Note is issued with the intention
that, for federal, State and local income and franchise tax purposes, the Notes
will qualify as indebtedness of the Issuer secured by the Indenture Trust
Estate.  Each Noteholder, by its acceptance of a Note (and each Note
Owner by its acceptance of a beneficial interest in a Note), will be deemed to
agree to treat the Notes for federal, State and local income and franchise tax
purposes as indebtedness of the Issuer.

       

      This Note may not be acquired by or
with “plan assets” (as determined under Department of Labor Regulation
§2510.3-101 or otherwise) of an employee benefit plan or other plan that is
subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the “Code”), or any federal, state, local or foreign law similar to
Title I of ERISA or Section 4975 of the Code (“Similar Law”) unless the
acquisition and holding of the Note satisfy the requirements for relief under
Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38,
PTCE 95-60, PTCE 96-23 or a similar exemption, or, in the case of an employee
benefit plan subject to Similar Law, do not result in a nonexempt violation of
such Similar Law. Each Noteholder by its acceptance of a Note (and each Note
Owner, by its acceptance of a beneficial interest in a Note) will be deemed to
represent that its acquisition of the Note will not violate the foregoing
requirements.

       

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

       

      The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Holders of the Notes thereunder at any time by the Issuer with the
consent of the Holders of the Notes representing a majority of the Outstanding
Amount of all Notes at the time Outstanding.  The Indenture also
contains provisions permitting the Noteholders of Notes evidencing specified
percentages of the principal amount of the Notes Outstanding or of the
Controlling Class, as applicable, on behalf of all Noteholders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their
consequences.  

       

       

      
        
          
          

        

        
          A-4b-6

          
            

          

        

        
          
          

        

      

       

       

      Any such
consent or waiver by the Noteholder of this Note (or any one or more Predecessor
Notes) shall be conclusive and binding upon such Noteholder and upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.  The Indenture also
permits the Indenture Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Notes issued
thereunder.

       

      The term
“Issuer,” as used in this Note, includes any successor to the Issuer under the
Indenture.

       

      The
Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee, the Securities
Administrator and the Noteholders under the Indenture.

       

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

       

      This Note
and the Indenture shall be governed by, and construed in accordance with the
laws of the State of New York, without reference to its conflicts of law
provisions.

       

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

       

      Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, none of the Indenture Trustee, in its individual capacity, the
Securities Administrator, in its individual capacity, the Owner Trustee, in its
individual capacity, any owner of a beneficial interest in the Issuer, or any of
their respective partners, beneficiaries, agents, officers, directors, employees
or successors or assigns shall be personally liable for, nor shall recourse be
had to any of them for, the payment of principal or of interest on this Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The holder of this Note, by such
holder’s acceptance hereof, agrees that, except as expressly provided in the
Basic Documents, in the case of an Event of Default under the Indenture, the
Noteholder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.

       

       

      
        
          
          

        

        
          A-4b-7

          
            

          

        

        
          
          

        

      

       

       

      
        
           

        

        ASSIGNMENT

         

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

         

        ___________________________________________________________

         

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

        
          ____________________________________________________________________________________

        

        
          (name and
address of assignee)

           

          


        

        the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints ____________________________________, attorney, to transfer said Note
on the books kept for registration thereof, with full power of substitution in
the premises.

         

        
          	
                  Dated:
      _____________________

                	 
      	
                  ____________________________*/

                
	 
      	 
      	
                  Signature
      Guaranteed

                
	 
      	 
      	 
      
	 
      	 
      	
                  ____________________________*/

                
	
                  ___________________________

                


        

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

                


        

         

         

        
          
            
            

          

          
            A-4b-8

            
              

            

          

          
            
            

          

        

         

      

      EXHIBIT B

       

      FORM OF
CLASS B NOTE

       

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

       

      PAYMENTS
ON THIS NOTE ARE SUBORDINATE TO THE PAYMENT OF PRINCIPAL OF, AND INTEREST ON,
THE CLASS A NOTES.

       

      THE
PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

       

      
        	 
      	
                REGISTERED

              	
                $[  ]

              
	 	 	 
	 
      	
                No. 
      B-__

              	
                CUSIP
      NO. [  ]

              
	 	 	 


      

      MERRILL
AUTO TRUST SECURITIZATION 2008-1

       

      CLASS B
[  ]% ASSET BACKED NOTES

       

      Merrill
Auto Trust Securitization 2008-1, a statutory trust organized and existing under
the laws of the State of Delaware (herein referred to as the “Issuer”), for
value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of [______] dollars payable on each Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $[  ] (the original face amount of this Note) and the
denominator of which is $[  ] by (ii) the aggregate amount, if
any, payable to holders of Class B Notes on such Payment Date from the
Principal Distribution Account in respect of principal on the Class B Notes
pursuant to Section 3.1 of the Indenture dated as of June 30, 2008 (as from
time to time amended, supplemented or otherwise modified and in effect, the
“Indenture”), among the Issuer, Citibank, N.A., as Indenture Trustee (in such
capacity the “Indenture Trustee”) and U.S. Bank National Association, as
Securities Administrator (in such capacity the “Securities Administrator”);
provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
earlier of the April 15, 2015 Payment Date (the “Class B Final Scheduled
Payment Date”) and the Prepayment Date, if any, pursuant to Section 10.1 of the
Indenture.  Capitalized terms used but not defined herein are defined
in Article I of the Indenture, which also contains rules as to construction
that shall be applicable herein.

       

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

       

       

      The
Issuer shall pay interest on this Note at the rate per annum shown above on each
Payment Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date) or the Closing Date in the case of the first Payment
Date, subject to certain limitations contained in Section 3.1 of the
Indenture.  Interest on this Note will accrue for each Payment Date
from and including the 15th day of the calendar month immediately preceding such
Payment Date (or, in the case of the initial Payment Date, from the Closing
Date) to but excluding the 15th day of the calendar month of such Payment
Date.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.  Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof.

       

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

       

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

       

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

       

      [REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK.]

       

       

      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      

       

       

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

       

      Date:
[  ], 2008

      
         

        
           

          
            
              	 	MERRILL
      AUTO TRUST SECURITIZATION 2008-1	 
	 	 	 	 
	 	By:	
                      U.S.
      BANK TRUST NATIONAL 

                      ASSOCIATION,
      not in its individual capacity 

                      but
      solely as Owner Trustee of Merrill Auto 

                      Trust
      Securitization 2008-1

                    	 


            

            
              	 	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	
                      Authorized
      Officer

                    	 
	 	 	 	 
	 	 	 	 


            

          

           

          SECURITIES
ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION

           

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

           

          Date:  [  ],
2008

          
             

            
              
                	 	
                        U.S.
      BANK TRUST NATIONAL ASSOCIATION,
      not in its individual capacity but
      solely as Securities Administrator

                      	 


              

              
                	 	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	 	 
	 	 	
                        Authorized
      Officer

                      	 
	
                         

                      	 	 	 


              

               

            

          

        

         

         

        
          
            
            

          

          
            B-3

            
              

            

          

          
            
            

          

        

         

         

      

      [REVERSE
OF NOTE]

       

      This Note
is one of a duly authorized issue of Notes of the Issuer, designated as its
Class B [  ]% Asset Backed Notes (the “Class B Notes”),
which, together with the Issuer’s Class A-1 [  ]% Asset Backed Notes
(the “Class A-1 Notes”), Class A-2a [  ]% Asset Backed Notes (the
“Class A-2a Notes”), Class A-2b Floating Rate Asset Backed Notes (the
“Class A-2b Notes”), Class A-3a [  ]% Asset Backed Notes (the
“Class A-3a Notes”), Class A-3b Floating Rate Asset Backed Notes (the
“Class A-3b Notes”), Class A-4a [  ]% Asset Backed Notes (the
“Class A-4a Notes”), Class A-4b Floating Rate Asset Backed Notes (the
“Class A-4b Notes” and, together with the Class A-1 Notes, Class A-2a Notes,
Class A-2b Notes, Class A-3a Notes, Class A-3b Notes and the Class A-4a Notes,
the “Class A Notes”) and Class C [  ]% Asset Backed Notes (the
“Class C Notes” and, together with the Class A Notes and the Class B
Notes, the “Notes”), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture.

       

      Subject
to the subordination provisions of the Indenture, the Class A Notes,
Class B Notes and Class C Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

       

      Principal
of the Class B Notes will be payable on each Payment Date in an amount
described on the face hereof.  “Payment Date” means the 15th day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing August 15, 2008.

       

      As
described on the face hereof, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Class B Final Scheduled
Payment Date and the Prepayment Date, if any, pursuant to Section 10.1 of the
Indenture.  Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes shall be due and payable on the date on which an Event of
Default shall have occurred and be continuing and the Securities Administrator
or the Noteholders of Notes evidencing not less than a majority of the principal
amount of the Controlling Class have declared the Notes to be immediately due
and payable in the manner provided in Section 5.2 of the
Indenture.  All principal payments on the Class B Notes shall be
made pro rata to the Noteholders entitled thereto.

       

      Payments
of interest on this Note on each Payment Date, together with the installment of
principal, if any, to the extent not in full payment of this Note, shall be made
to the Person whose name appears as the Registered Noteholder of the Note (or
one or more Predecessor Notes) on the Note Register as of the close of business
on each Record Date either by wire transfer in immediately available funds, to
the account of such Noteholder at a bank or other entity having appropriate
facilities therefor, if such Noteholder shall have provided to the Note
Registrar appropriate written instructions at least five Business Days prior to
such Payment Date and such Noteholder’s Notes in the aggregate evidence a
denomination of not less than $1,000,000, or, if not, by check mailed
first-class postage prepaid to such Person’s address as it appears on the Note
Register on such Record Date; provided that, unless Definitive Notes have been
issued to Note Owners, with respect to Notes registered on the Record Date in
the name of the nominee of 

       

       

      
        
          
          

        

        
          B-4

          
            

          

        

        
          
          

        

      

       

       

      the
Clearing Agency (initially, such nominee to be Cede & Co.), payments
will be made by wire transfer in immediately available funds to the account
designated by such nominee. Such payments will be made without requiring that
this Note be submitted for notation of payment.  Any reduction in the
principal amount of this Note (or any one or more Predecessor Notes) effected by
any payments made on any Payment Date shall be binding upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon.  If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Note on a Payment Date, then the Securities Administrator, in the name of
and on behalf of the Issuer, will notify the Person who was the Registered
Noteholder hereof as of the Record Date preceding such Payment Date by notice
mailed or transmitted by facsimile prior to such Payment Date, and the amount
then due and payable shall be payable only upon presentation and surrender of
this Note at the Securities Administrator’s Corporate Trust Office as set forth
in the Indenture.

       

      The
Issuer shall pay interest on overdue installments of interest at the
Class B Rate to the extent lawful.

       

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

       

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

       

      Each
Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees that no recourse
may be taken, directly or indirectly, with respect to the obligations of the
Issuer, the Owner Trustee, the Indenture Trustee or the Securities Administrator
on the Notes or under the Indenture or any certificate or other writing
delivered in connection therewith, against (i) the Indenture Trustee, the
Securities Administrator or the Owner Trustee, each in its individual capacity,
(ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the
Indenture Trustee, the Securities Administrator or the Owner Trustee, each in
its individual capacity, any holder of a beneficial interest in the Issuer, the
Owner Trustee, the Indenture Trustee or the Securities Administrator or of any
successor or assign of the Indenture Trustee, the Securities Administrator or
the Owner Trustee, each in its 

       

       

      
        
          
          

        

        
          B-5

          
            

          

        

        
          
          

        

      

       

      individual
capacity, except as any such Person may have expressly agreed and except that
any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity.

       

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

       

      The
Issuer has entered into the Indenture and this Note is issued with the intention
that, for federal, State and local income and franchise tax purposes, the Notes
will qualify as indebtedness of the Issuer secured by the Indenture Trust
Estate.  Each Noteholder, by its acceptance of a Note (and each Note
Owner by its acceptance of a beneficial interest in a Note), will be deemed to
agree to treat the Notes for federal, State and local income and franchise tax
purposes as indebtedness of the Issuer.

       

      This Note may not be acquired by or
with “plan assets” (as determined under Department of Labor Regulation
§2510.3-101 or otherwise) of an employee benefit plan or other plan that is
subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the “Code”), or any federal, state, local or foreign law similar to
Title I of ERISA or Section 4975 of the Code (“Similar Law”) unless the
acquisition and holding of the Note satisfy the requirements for relief under
Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38,
PTCE 95-60, PTCE 96-23 or a similar exemption, or, in the case of an employee
benefit plan subject to Similar Law, do not result in a nonexempt violation of
such Similar Law. Each Noteholder by its acceptance of a Note (and each Note
Owner, by its acceptance of a beneficial interest in a Note) will be deemed to
represent that its acquisition of the Note will not violate the foregoing
requirements.

       

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

       

      The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Holders of the Notes thereunder at any time by the Issuer with the
consent of the Holders of the Notes representing a majority of the Outstanding
Amount of all Notes at the time Outstanding.  The Indenture also
contains provisions permitting the Noteholders of Notes evidencing specified
percentages of the principal amount of the Notes Outstanding or of the
Controlling Class, as 

       

       

      
        
          
          

        

        
          B-6

          
            

          

        

        
          
          

        

      

       

       

      applicable,
on behalf of all Noteholders, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences.  Any such consent or waiver by the Noteholder of
this Note (or any one or more Predecessor Notes) shall be conclusive and binding
upon such Noteholder and upon all future Noteholders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent or waiver is made upon this
Note.  The Indenture also permits the Indenture Trustee to amend or
waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

       

      The term
“Issuer,” as used in this Note, includes any successor to the Issuer under the
Indenture.

       

      The
Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee, the Securities
Administrator and the Noteholders under the Indenture.

       

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

       

      This Note
and the Indenture shall be governed by, and construed in accordance with the
laws of the State of New York, without reference to its conflicts of law
provisions.

       

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

       

      Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, none of the Indenture Trustee, in its individual capacity, the
Securities Administrator, in its individual capacity, the Owner Trustee, in its
individual capacity, any owner of a beneficial interest in the Issuer, or any of
their respective partners, beneficiaries, agents, officers, directors, employees
or successors or assigns shall be personally liable for, nor shall recourse be
had to any of them for, the payment of principal or of interest on this Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The holder of this Note, by such
holder’s acceptance hereof, agrees that, except as expressly provided in the
Basic Documents, in the case of an Event of Default under the Indenture, the
Noteholder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.

       

       

      
        
          
          

        

        
          B-7

          
            

          

        

        
          
          

        

      

       

       

      
        ASSIGNMENT

         

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

         

        ___________________________________________________________

         

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

        
          ____________________________________________________________________________________

        

        
          (name and
address of assignee)

           

          


        

        the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints ____________________________________, attorney, to transfer said Note
on the books kept for registration thereof, with full power of substitution in
the premises.

         

        
          	
                  Dated:
      _____________________

                	 
      	
                  ____________________________*/

                
	 
      	 
      	
                  Signature
      Guaranteed

                
	 
      	 
      	 
      
	 
      	 
      	
                  ____________________________*/

                
	
                  ___________________________

                


        

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

                


        

         

         

        
          
            
            

          

          
            B-8

            
              

            

          

          
            
            

          

        

         

         

      

      EXHIBIT C

       

      FORM OF
CLASS C NOTE

       

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

       

      PAYMENTS
ON THIS NOTE ARE SUBORDINATE TO THE PAYMENT OF PRINCIPAL OF, AND INTEREST ON,
THE CLASS A NOTES AND THE CLASS B NOTES.

       

      THE
PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

       

      
        	 
      	
                REGISTERED

              	
                $[  ]

              
	 	 	 
	 
      	
                No. C-__

              	
                CUSIP
      NO. [  ]

              
	 	 	 


      

      MERRILL
AUTO TRUST SECURITIZATION 2008-1

       

      CLASS C
[  ]% ASSET BACKED NOTES

       

      Merrill
Auto Trust Securitization 2008-1, a statutory trust organized and existing under
the laws of the State of Delaware (herein referred to as the “Issuer”), for
value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of [_______] dollars payable on each Payment Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $[  ] (the original face amount of this Note) and the
denominator of which is $[  ] by (ii) the aggregate amount, if
any, payable to holders of Class C Notes on such Payment Date from the
Principal Distribution Account in respect of principal on the Class C Notes
pursuant to Section 3.1 of the Indenture dated as of June 30, 2008 (as from
time to time amended, supplemented or otherwise modified and in effect, the
“Indenture”), among the Issuer, Citibank, N.A., as Indenture Trustee (in such
capacity the “Indenture Trustee”) and U.S. Bank National Association, as
Securities Administrator (in such capacity the “Securities Administrator”);
provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
earlier of the April 15, 2015 Payment Date (the “Class C Final Scheduled
Payment Date”) and the Prepayment Date, if any, pursuant to Section 10.1 of the
Indenture.  Capitalized terms used but not defined herein are defined
in Article I of the Indenture, which also contains rules as to construction
that shall be applicable herein.

       

       

      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

       

       

      The
Issuer shall pay interest on this Note at the rate per annum shown above on each
Payment Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date) or the Closing Date in the case of the first Payment
Date, subject to certain limitations contained in Section 3.1 of the
Indenture.  Interest on this Note will accrue for each Payment Date
from and including the 15th day of the calendar month immediately preceding such
Payment Date (or, in the case of the initial Payment Date, from the Closing
Date) to but excluding the 15th day of the calendar month of such Payment
Date.  Interest will be computed on the basis of a 360-day year of
twelve 30-day months.  Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof.

       

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

       

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

       

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

       

      [REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK.]

       

       

      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

       

       

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

       

      Date:  [  ],
2008

      
         

        
           

          
            
              	 	MERRILL
      AUTO TRUST SECURITIZATION 2008-1	 
	 	 	 	 
	 	By:	
                      U.S.
      BANK TRUST NATIONAL 

                      ASSOCIATION,
      not in its individual capacity 

                      but
      solely as Owner Trustee of Merrill Auto 

                      Trust
      Securitization 2008-1

                    	 


            

            
              	 	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	
                      Authorized
      Officer

                    	 
	 	 	 	 
	 	 	 	 


            

          

           

          SECURITIES
ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION

           

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

           

          Date:  [  ],
2008

          
             

            
              
                	 	
                        U.S.
      BANK TRUST NATIONAL ASSOCIATION,
      not in its individual capacity but
      solely as Securities Administrator

                      	 


              

              
                	 	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	 	 
	 	 	
                        Authorized
      Officer

                      	 
	
                         

                      	 	 	 


              

               

            

          

        

         

        
          
            
            

          

          
            C-3

            
              

            

          

          
            
            

          

        

         

      

       

      [REVERSE
OF NOTE]

       

      This Note
is one of a duly authorized issue of Notes of the Issuer, designated as its
Class C [  ]% Asset Backed Notes (the “Class C Notes”),
which, together with the Issuer’s Class A-1 [  ]% Asset Backed Notes
(the “Class A-1 Notes”), Class A-2a [  ]% Asset Backed Notes (the
“Class A-2a Notes”), Class A-2b Floating Rate Asset Backed Notes (the
“Class A-2b Notes”), Class A-3a [  ]% Asset Backed Notes (the
“Class A-3a Notes”), Class A-3b Floating Rate Asset Backed Notes (the
“Class A-3b Notes”), Class A-4a [  ]% Asset Backed Notes (the
“Class A-4a Notes”), Class A-4b Floating Rate Asset Backed Notes (the
“Class A-4b Notes” and, together with the Class A-1 Notes, Class A-2a Notes,
Class A-2b Notes, Class A-3a Notes, Class A-3b Notes and the Class A-4a Notes,
the “Class A Notes”) and Class B [  ]% Asset Backed Notes (the
“Class B Notes” and, together with the Class A Notes and the Class B
Notes, the “Notes”), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture.

       

      Subject
to the subordination provisions of the Indenture, the Class A Notes,
Class B Notes and Class C Notes, are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

       

      Principal
of the Class C Notes will be payable on each Payment Date in an amount
described on the face hereof.  “Payment Date” means the 15th day of
each month, or, if any such day is not a Business Day, the next succeeding
Business Day, commencing August 15, 2008.

       

      As
described on the face hereof, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Class C Final Scheduled
Payment Date and the Prepayment Date, if any, pursuant to Section 10.1 of the
Indenture.  Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes shall be due and payable on the date on which an Event of
Default shall have occurred and be continuing and the Securities Administrator
or the Noteholders of Notes evidencing not less than a majority of the principal
amount of the Controlling Class have declared the Notes to be immediately
due and payable in the manner provided in Section 5.2 of the
Indenture.  All principal payments on the Class C Notes shall be
made pro rata to the Noteholders entitled thereto.

       

      Payments
of interest on this Note on each Payment Date, together with the installment of
principal, if any, to the extent not in full payment of this Note, shall be made
to the Person whose name appears as the Registered Noteholder of the Note (or
one or more Predecessor Notes) on the Note Register as of the close of business
on each Record Date either by wire transfer in immediately available funds, to
the account of such Noteholder at a bank or other entity having appropriate
facilities therefor, if such Noteholder shall have provided to the Note
Registrar appropriate written instructions at least five Business Days prior to
such Payment Date and such Noteholder’s Notes in the aggregate evidence a
denomination of not less than $1,000,000, or, if not, by check mailed
first-class postage prepaid to such Person’s address as it appears on the Note
Register on such Record Date; provided that, unless Definitive Notes have been
issued to Note Owners, with respect to Notes registered on the Record Date in
the name of the nominee of 

       

       

      
        
          
          

        

        
          C-4

          
            

          

        

        
          
          

        

      

       

      the
Clearing Agency (initially, such nominee to be Cede & Co.), payments
will be made by wire transfer in immediately available funds to the account
designated by such nominee. Such payments will be made without requiring that
this Note be submitted for notation of payment.  Any reduction in the
principal amount of this Note (or any one or more Predecessor Notes) effected by
any payments made on any Payment Date shall be binding upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon.  If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Note on a Payment Date, then the Securities Administrator, in the name of
and on behalf of the Issuer, will notify the Person who was the Registered
Noteholder hereof as of the Record Date preceding such Payment Date by notice
mailed or transmitted by facsimile prior to such Payment Date, and the amount
then due and payable shall be payable only upon presentation and surrender of
this Note at the Securities Administrator’s Corporate Trust Office as set forth
in the Indenture.

       

      The
Issuer shall pay interest on overdue installments of interest at the
Class C Rate to the extent lawful.

       

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

       

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

       

      Each
Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees that no recourse
may be taken, directly or indirectly, with respect to the obligations of the
Issuer, the Owner Trustee, the Indenture Trustee or the Securities Administrator
on the Notes or under the Indenture or any certificate or other writing
delivered in connection therewith, against (i) the Indenture Trustee, the
Securities Administrator or the Owner Trustee, each in its individual capacity,
(ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director or employee of the
Indenture Trustee, the Securities Administrator or the Owner Trustee, each in
its individual capacity, any holder of a beneficial interest in the Issuer, the
Owner Trustee, the Indenture Trustee or the Securities Administrator or of any
successor or assign of the Indenture Trustee, the Securities Administrator or
the Owner Trustee, each in its 

       

       

      
        
          
          

        

        
          C-5

          
            

          

        

        
          
          

        

      

       

       

      individual
capacity, except as any such Person may have expressly agreed and except that
any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity.

       

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

       

      The
Issuer has entered into the Indenture and this Note is issued with the intention
that, for federal, State and local income and franchise tax purposes, the Notes
will qualify as indebtedness of the Issuer secured by the Indenture Trust
Estate.  Each Noteholder, by its acceptance of a Note (and each Note
Owner by its acceptance of a beneficial interest in a Note), will be deemed to
agree to treat the Notes for federal, State and local income and franchise tax
purposes as indebtedness of the Issuer.

       

      This Note
may not be acquired by or with “plan assets” (as determined under Department of
Labor Regulation §2510.3-101 or otherwise) of an employee benefit plan or other
plan that is subject to Title I of the Employee Retirement Income Security Act
of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), and may not be acquired by or with plan assets of
any plan subject to any federal, state, local or foreign law similar to Title I
of ERISA or Section 4975 of the Code (“Similar Law”) unless the acquisition and
holding of the Note do not result in a nonexempt violation of such Similar Law.
Each Noteholder by its acceptance of a Note (and each Note Owner, by its
acceptance of a beneficial interest in a Note) will be deemed to represent that
its acquisition of the Note will not violate the foregoing
requirements.

       

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

       

      The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Holders of the Notes thereunder at any time by the Issuer with the
consent of the Holders of the Notes representing a majority of the Outstanding
Amount of all Notes at the time Outstanding.  The Indenture also
contains provisions permitting the Noteholders of Notes evidencing specified
percentages of the principal amount of the Notes Outstanding or of the
Controlling Class, as applicable, on behalf of all Noteholders, to waive
compliance by the Issuer with certain provisions of the Indenture and certain
past defaults under the Indenture and their
consequences.  

       

       

      
        
          
          

        

        
          C-6

          
            

          

        

        
          
          

        

      

       

       

      Any such
consent or waiver by the Noteholder of this Note (or any one or more Predecessor
Notes) shall be conclusive and binding upon such Noteholder and upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.  The Indenture also
permits the Indenture Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Notes issued
thereunder.

       

      The term
“Issuer,” as used in this Note, includes any successor to the Issuer under the
Indenture.

       

      The
Issuer is permitted by the Indenture, under certain circumstances, to merge or
consolidate, subject to the rights of the Indenture Trustee, the Securities
Administrator and the Noteholders under the Indenture.

       

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

       

      This Note
and the Indenture shall be governed by, and construed in accordance with the
laws of the State of New York, without reference to its conflicts of law
provisions.

       

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

       

      Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, none of the Indenture Trustee, in its individual capacity, the
Securities Administrator, in its individual capacity, the Owner Trustee, in its
individual capacity, any owner of a beneficial interest in the Issuer, or any of
their respective partners, beneficiaries, agents, officers, directors, employees
or successors or assigns shall be personally liable for, nor shall recourse be
had to any of them for, the payment of principal or of interest on this Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The holder of this Note, by such
holder’s acceptance hereof, agrees that, except as expressly provided in the
Basic Documents, in the case of an Event of Default under the Indenture, the
Noteholder shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.

       

       

      
        
          
          

        

        
          C-7

          
            

          

        

        
          
          

        

      

       

      
        
           

        

        ASSIGNMENT

         

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

         

        ___________________________________________________________

         

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

        
          ____________________________________________________________________________________

        

        
          (name and
address of assignee)

           

          


        

        the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints ____________________________________, attorney, to transfer said Note
on the books kept for registration thereof, with full power of substitution in
the premises.

         

        
          	
                  Dated:
      _____________________

                	 
      	
                  ____________________________*/

                
	 
      	 
      	
                  Signature
      Guaranteed

                
	 
      	 
      	 
      
	 
      	 
      	
                  ____________________________*/

                
	
                  ___________________________

                


        

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

                


        

         

         

        
          
            
            

          

          
            C-8

            
              

            

          

          
            
            

          

           

           

        

      

      EXHIBIT
D

       

      FORM OF
TRANSFEROR CERTIFICATE

       

       

      [___________], [____]

       

      U.S. Bank
Trust National Association,

      as Owner
Trustee

      300
Delaware Avenue

      Wilmington,
Delaware  19801

      Attention:  Corporate
Trust Services

      


      
        	
                 
      

              	
                Re:

              	
                Purchase
      of $[_____________] principal
amount

              


      

      
        	
                 
      

              	
                of Class [●] [___]%
      Asset Backed Notes (the “Class [●]
  Notes”)

              


      

       

      Reference
is hereby made to the Indenture dated as of June 30, 2008 (the “Indenture”)
among Merrill Auto Trust Securitization 2008-1, as Issuer (the “Issuer”),
Citibank, N.A., as Indenture Trustee (the “Indenture Trustee”) and U.S. Bank
National Association, as Securities Administrator (the “Securities
Administrator”).  Capitalized terms used but not defined herein shall
have the meanings given them in the Indenture.

       

      This
letter relates to $[______________] aggregate principal amount of Class [●]
Notes beneficially owned by [name of transferor] (the
“Transferor”).

       

      In
accordance with Section 2.5(i) of the Indenture, the Transferor does hereby
certify that such Class [●] Notes are being transferred in accordance with the
transfer restrictions set forth in the Indenture and the Class [●] Notes and
[check the applicable subparagraph]:

       

      
        	
                 
      

              	
                _____

              	
                Rule
      144A under the United States Securities Act of 1933, as amended (the
      “Securities Act”), to a transferee that is purchasing the Class [●] Notes
      for its own account or an account with respect to which the transferee
      exercises sole investment discretion and that the Transferor reasonably
      believes that each of the transferee and any such account is a “qualified
      institutional buyer” within the meaning of Rule 144A under the Securities
      Act purchasing in a transaction meeting the requirements of Rule 144A and
      in accordance with applicable securities laws of any state of the United
      States or any other jurisdiction;
or

              


      

       

      
        	
                 
      

              	
                _____

              	
                Regulation
      S under the Securities Act (“Regulation S”), to a person that is not a
      “U.S. Person” for purposes of Regulation S in an “offshore transaction”
      for purposes of Regulation S.

              


      

       

       

      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      

       

       

      We acknowledge that the Issuer and the
Securities Administrator and others will rely upon the truth and accuracy of the
foregoing acknowledgments, representations, warranties and
agreements.  You are irrevocably authorized to produce this letter or
a copy hereof to any interested party in any administrative or legal proceeding
or official inquiry with respect to the matters covered hereby.

       

      
        
          	 	
                  (Name
      of Transferor)

                	 
	 	 	 
	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 
	 	 Date:	 	 
	 	 	 	 


        

      

       

      
 

      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
A

      Schedule of
Receivables

       

      [On File
with the Master Servicer]

       

       

      
        
          
          

        

        
          SA-1

          
            

          

        

        
          
          

        

      

       

       

      APPENDIX A

      Definitions
and Usage

       

      [See Tab
No. ___]

       

       

       

      AA-1