EXHIBIT
        4.1

       

    

    


    
      

      

    

     

    LONG
      BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 20__-_

    


    


    


    $__________ ____%
      Asset Backed Notes, Class A

    


    


    
      
        

      

    

    


    


    INDENTURE

    


    


    Dated
      as
      of _________, 20__

    
 

    
      

    

     

    [NAME
      OF
      INDENTURE TRUSTEE]

    Indenture
      Trustee

    
 

    
      

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

     

    Page

    


    
      	
              ARTICLE
                I Definitions

            	
              3

            
	
              SECTION
                1.1.

            	
              Definitions

            	
              3

            
	
              SECTION
                1.2.

            	
              Rules
                of Construction

            	
              3

            
	
              SECTION
                1.3.

            	
              Incorporation
                by Reference of Trust Indenture Act

            	
              3

            
	 	 	 
	
              ARTICLE
                II The Notes

            	
              4

            
	
              SECTION
                2.1.

            	
              Form.

            	
              4

            
	
              SECTION
                2.2.

            	
              Execution,
                Authentication and Delivery

            	
              4

            
	
              SECTION
                2.3.

            	
              Temporary
                Notes

            	
              5

            
	
              SECTION
                2.4.

            	
              Registration;
                Registration of Transfer and Exchange

            	
              5

            
	
              SECTION
                2.5.

            	
              Mutilated,
                Destroyed, Lost or Stolen Notes

            	
              6

            
	
              SECTION
                2.6.

            	
              Persons
                Deemed Owner

            	
              7

            
	
              SECTION
                2.7.

            	
              Access
                to List of Noteholders' Names and Addresses

            	
              7

            
	
              SECTION
                2.8.

            	
              Maintenance
                of Office or Agency

            	
              7

            
	
              SECTION
                2.9.

            	
              Payment
                of Principal and Interest; Defaulted Interest

            	
              7

            
	
              SECTION
                2.10.

            	
              Cancellation

            	
              8

            
	
              SECTION
                2.11.

            	
              Release
                of Pledged Property

            	
              8

            
	
              SECTION
                2.12.

            	
              Book-Entry
                Notes

            	
              8

            
	
              SECTION
                2.13.

            	
              Notices
                to Clearing Agency

            	
              9

            
	
              SECTION
                2.14.

            	
              Definitive
                Notes

            	
              9

            
	 	 	 
	
              ARTICLE
                III Covenants

            	
              10

            
	
              SECTION
                3.1.

            	
              Payment
                of Principal and Interest

            	
              10

            
	
              SECTION
                3.2.

            	
              Maintenance
                of Office or Agency

            	
              10

            
	
              SECTION
                3.3.

            	
              Money
                for Payments to be Held in Trust

            	
              10

            
	
              SECTION
                3.4.

            	
              Existence

            	
              12

            
	
              SECTION
                3.5.

            	
              Protection
                of Pledged Property

            	
              12

            
	
              SECTION
                3.6.

            	
              Opinions
                as to Pledged Property

            	
              13

            
	
              SECTION
                3.7.

            	
              Performance
                of Obligations; Servicing of Receivables

            	
              13

            
	
              SECTION
                3.8.

            	
              Negative
                Covenants

            	
              14

            
	
              SECTION
                3.9.

            	
              Annual
                Statement as to Compliance

            	
              15

            
	
              SECTION
                3.10.

            	
              Issuer
                May Consolidate, Etc. Only on Certain Terms

            	
              15

            
	
              SECTION
                3.11.

            	
              Successor
                or Transferee

            	
              17

            
	
              SECTION
                3.12.

            	
              No
                Other Business

            	
              17

            
	
              SECTION
                3.13.

            	
              No
                Borrowing

            	
              18

            
	
              SECTION
                3.14.

            	
              Servicer's
                Obligations

            	
              18

            
	
              SECTION
                3.15.

            	
              Guarantees,
                Loans, Advances and Other Liabilities

            	
              18

            
	
              SECTION
                3.16.

            	
              Capital
                Expenditures

            	
              18

            
	
              SECTION
                3.17.

            	
              Compliance
                with Laws

            	
              18

            
	
              SECTION
                3.18.

            	
              Restricted
                Payments

            	
              18

            
	
              SECTION
                3.19.

            	
              Notice
                of Events of Default

            	
              18

            
	
              SECTION
                3.20.

            	
              Further
                Instruments and Acts

            	
              19

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                3.21.

            	
              Income
                Tax Characterization

            	
              19

            
	 	 	 
	
              ARTICLE
                IV Satisfaction and Discharge

            	
              19

            
	
              SECTION
                4.1.

            	
              Satisfaction
                and Discharge of Indenture

            	
              19

            
	
              SECTION
                4.2.

            	
              Application
                of Trust Money

            	
              20

            
	
              SECTION
                4.3.

            	
              Repayment
                of Moneys Held by Note Paying Agent

            	
              20

            
	 	 	 
	
              ARTICLE
                V Remedies

            	
              20

            
	
              SECTION
                5.1.

            	
              Events
                of Default

            	
              20

            
	
              SECTION
                5.2.

            	
              Rights
                Upon Event of Default

            	
              22

            
	
              SECTION
                5.3.

            	
              Collection
                of Indebtedness and Suits for Enforcement by Indenture
                Trustee

            	
              23

            
	
              SECTION
                5.4.

            	
              Remedies

            	
              25

            
	
              SECTION
                5.5.

            	
              Optional
                Preservation of the Pledged Property

            	
              26

            
	
              SECTION
                5.6.

            	
              Priorities

            	
              26

            
	
              SECTION
                5.7.

            	
              Limitation
                of Suits.

            	
              27

            
	
              SECTION
                5.8.

            	
              Unconditional
                Rights of Noteholders To Receive Principal and Interest

            	
              28

            
	
              SECTION
                5.9.

            	
              Restoration
                of Rights and Remedies

            	
              28

            
	
              SECTION
                5.10.

            	
              Rights
                and Remedies Cumulative

            	
              28

            
	
              SECTION
                5.11.

            	
              Delay
                or Omission Not a Waiver

            	
              29

            
	
              SECTION
                5.12.

            	
              Control
                by Noteholders

            	
              29

            
	
              SECTION
                5.13.

            	
              Waiver
                of Past Defaults

            	
              29

            
	
              SECTION
                5.14.

            	
              Undertaking
                for Costs

            	
              30

            
	
              SECTION
                5.15.

            	
              Waiver
                of Stay or Extension Laws

            	
              30

            
	
              SECTION
                5.16.

            	
              Action
                on Notes

            	
              30

            
	
              SECTION
                5.17.

            	
              Performance
                and Enforcement of Certain Obligations

            	
              30

            
	
              SECTION
                5.18.

            	
              [Subrogation.

            	
              31

            
	
              SECTION
                5.19.

            	
              [Preference
                Claims; Direction of Proceedings.

            	
              31

            
	 	 	 
	
              ARTICLE
                VI The Indenture Trustee

            	
              32

            
	
              SECTION
                6.1.

            	
              Duties
                of Indenture Trustee

            	
              32

            
	
              SECTION
                6.2.

            	
              Rights
                of Indenture Trustee.

            	
              35

            
	
              SECTION
                6.3.

            	
              Individual
                Rights of Indenture Trustee

            	
              36

            
	
              SECTION
                6.4.

            	
              Indenture
                Trustee's Disclaimer

            	
              36

            
	
              SECTION
                6.5.

            	
              Notice
                of Defaults

            	
              37

            
	
              SECTION
                6.6.

            	
              Reports
                by Indenture Trustee to Holders

            	
              37

            
	
              SECTION
                6.7.

            	
              Compensation
                and Indemnity

            	
              37

            
	
              SECTION
                6.8.

            	
              Replacement
                of Indenture Trustee

            	
              38

            
	
              SECTION
                6.9.

            	
              Successor
                Indenture Trustee by Merger

            	
              40

            
	
              SECTION
                6.10.

            	
              Appointment
                of Co-Trustee or Separate Trustee

            	
              40

            
	
              SECTION
                6.11.

            	
              Eligibility.

            	
              41

            
	
              SECTION
                6.12.

            	
              Representations
                and Warranties of the Indenture Trustee

            	
              41

            
	
              SECTION
                6.13.

            	
              Waiver
                of Setoffs

            	
              42

            
	
              SECTION
                6.14.

            	
              Control
                by the Controlling Party

            	
              42

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                6.15.

            	
              Preferential
                Collection of Claims Against Issuer

            	
              42

            
	 	 	 
	
              ARTICLE
                VII Noteholders' Lists and Communications

            	
              42

            
	
              SECTION
                7.1.

            	
              Issuer
                To Furnish To Trustee Names and Addresses of Noteholders

            	
              42

            
	
              SECTION
                7.2.

            	
              Preservation
                of Information; Communications to Noteholders

            	
              43

            
	
              SECTION
                7.3.

            	
              Reports
                by Issuer.

            	
              43

            
	
              SECTION
                7.4.

            	
              Reports
                by Indenture Trustee

            	
              43

            
	 	 	 
	
              ARTICLE
                VIII Collection of Money; Releases

            	
              44

            
	
              SECTION
                8.1.

            	
              Collection
                of Money

            	
              44

            
	
              SECTION
                8.2.

            	
              Release
                of Pledged Property

            	
              44

            
	
              SECTION
                8.3.

            	
              Opinion
                of Counsel

            	
              44

            
	 	 	 
	
              ARTICLE
                IX Supplemental Indentures

            	
              45

            
	
              SECTION
                9.1.

            	
              Supplemental
                Indentures Without Consent of Noteholders

            	
              45

            
	
              SECTION
                9.2.

            	
              Supplemental
                Indentures with Consent of Noteholders

            	
              46

            
	
              SECTION
                9.3.

            	
              Execution
                of Supplemental Indentures

            	
              47

            
	
              SECTION
                9.4.

            	
              Effect
                of Supplemental Indenture

            	
              47

            
	
              SECTION
                9.5.

            	
              Reference
                in Notes to Supplemental Indentures

            	
              48

            
	
              SECTION
                9.6.

            	
              Conformity
                With Trust Indenture Act

            	
              48

            
	 	 	 
	
              ARTICLE
                X Redemption of Notes

            	
              48

            
	
              SECTION
                10.1.

            	
              Redemption

            	
              48

            
	
              SECTION
                10.2.

            	
              Form
                of Redemption Notice

            	
              48

            
	
              SECTION
                10.3.

            	
              Notes
                Payable on Redemption Date

            	
              49

            
	 	 	 
	
              ARTICLE
                XI Miscellaneous

            	
              49

            
	
              SECTION
                11.1.

            	
              Compliance
                Certificates and Opinions, etc.

            	
              49

            
	
              SECTION
                11.2.

            	
              Form
                of Documents Delivered to Indenture Trustee

            	
              51

            
	
              SECTION
                11.3.

            	
              Acts
                of Noteholders

            	
              51

            
	
              SECTION
                11.4.

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

            	
              52

            
	
              SECTION
                11.5.

            	
              Notices
                to Noteholders; Waiver

            	
              53

            
	
              SECTION
                11.6.

            	
              Effect
                of Headings and Table of Contents

            	
              53

            
	
              SECTION
                11.7.

            	
              Successors
                and Assigns

            	
              53

            
	
              SECTION
                11.8.

            	
              Separability

            	
              54

            
	
              SECTION
                11.9.

            	
              Benefits
                of Indenture

            	
              54

            
	
              SECTION
                11.10.

            	
              Legal
                Holidays

            	
              54

            
	
              SECTION
                11.11.

            	
              GOVERNING
                LAW

            	
              54

            
	
              SECTION
                11.12.

            	
              Counterparts

            	
              54

            
	
              SECTION
                11.13.

            	
              Recording
                of Indenture

            	
              54

            
	
              SECTION
                11.14.

            	
              Trust
                Obligation.

            	
              54

            
	
              SECTION
                11.15.

            	
              No
                Petition

            	
              55

            
	
              SECTION
                11.16.

            	
              Inspection.

            	
              55

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    
      	
              SECTION
                11.17.

            	
              [Rights
                of Note Insurer as Controlling Party

            	
              56

            
	
              SECTION
                11.18.

            	
              [Effect
                of Policy Expiration Date

            	
              56

            
	
              SECTION
                11.19.

            	
              Conflict
                with Trust Indenture Act

            	
              56

            


    

    


    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    ANNEXES
      AND EXHIBITS

    


    
      	
              Annex
                A

            	
              Defined
                Terms

            
	 	 
	
              Exhibit
                A

            	
              Form
                of Class A Note

            
	
              Exhibit
                B

            	
              Form
                of Depository Agreement

            


    

    


    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    INDENTURE
      dated as of __________, 20__, between LONG BEACH ACCEPTANCE AUTO RECEIVABLES
      TRUST 20__-_, a Delaware business trust (the "Issuer"), and [Name of indenture
      trustee], a ________________________, as indenture trustee (the "Indenture
      Trustee").

    


    Each
      party agrees as follows for the benefit of the other party and for the equal
      and
      ratable benefit of the Holders of the Issuer's ____% Asset Backed Notes, Class
      A
      (the "Notes").

    


    As
      security for the payment and performance by the Issuer of its obligations under
      this Indenture and the Notes, the Issuer has agreed to assign the Pledged
      Property (as defined below) as collateral to the Indenture Trustee for the
      benefit of the Noteholders.

    


    [[Name
      of
      note insurer] (the "Note Insurer") has issued and delivered a financial guaranty
      insurance policy, dated the Closing Date (with endorsements, the "Note Policy"),
      pursuant to which the Note Insurer guarantees Scheduled Payments, as defined
      in
      the Insurance Agreement.]

    


    [As
      an
      inducement to the Note Insurer to issue and deliver the Note Policy, the Issuer
      and the Note Insurer have executed and delivered the Insurance and Indemnity
      Agreement, dated as of __________, 20__ (as amended from time to time, the
      "Insurance Agreement"), among the Note Insurer, the Issuer, Long Beach
      Acceptance Corp., a Delaware corporation, ("LBAC") and the Long Beach Acceptance
      Receivables Corp., a Delaware corporation as transferor, (the
      "Transferor").]

    


    [As
      an
      additional inducement to the Note Insurer to issue the Note Policy, and] as
      security for the performance by the Issuer of its obligations under this
      Indenture and as security for the performance by the Issuer of its obligations
      under this Indenture, the Issuer has agreed to assign the Pledged Property
      (as
      defined below) as collateral to the Indenture Trustee for the benefit of the
      Noteholders [and the Note Insurer, as their respective interests may
      appear.]

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    GRANTING
      CLAUSE

    


    The
      Issuer hereby Grants to the Indenture Trustee for the benefit of the Holders
      of
      the Notes [and the Note Insurer] all of the Issuer's right, title and interest
      in and to the following property (the "Pledged Property") now owned or hereafter
      acquired:

    


    
      	 	
              (i)

            	
              the
                Receivables listed in Schedule A hereto, all monies received on the
                Receivables after the Cutoff Date and, with respect to the Receivables
                which are Precomputed Receivables, the related Payahead Amount, and
                all
                Liquidation Proceeds and Recoveries received with respect to such
                Receivables;

            


    

    


    
      	 	
              (ii)

            	
              the
                security interests in the related Financed Vehicles granted by the
                related
                Obligors pursuant to the Receivables, and any other interest of the
                Transferor in such Financed Vehicles, including, without limitation,
                the
                certificates of title and any other evidence of ownership with respect
                to
                such Financed Vehicles;

            


    

    


    
      	 	
              (iii)

            	
              any
                proceeds from claims on any physical damage, credit life and credit
                accident and health insurance policies or certificates or the VSI
                Policy,
                if any, relating to the related Financed Vehicles or the related
                Obligors,
                including any rebates and premiums;

            


    

    


    
      	 	
              (iv)

            	
              property
                (including the right to receive future Liquidation Proceeds) that
                secures
                a Receivable, and that has been acquired by or on behalf of the Trust
                pursuant to the liquidation of such
                Receivable;

            


    

    


    
      	 	
              (v)

            	
              the
                Purchase Agreement, the Sale and Servicing Agreement, and the Guarantee,
                including, without limitation, a direct right to cause LBAC to purchase
                Receivables from the Trust upon the occurrence of a breach of any
                of the
                representations and warranties contained in Section 3.2(b) of the
                Purchase
                Agreement, or the failure of LBAC to timely comply with its obligations
                pursuant to Section 5.5 of the Purchase
                Agreement;

            


    

    


    
      	 	
              (vi)

            	
              refunds
                for the costs of extended service contracts with respect to the related
                Financed Vehicles, refunds of unearned premiums with respect to credit
                life and credit accident and health insurance policies or certificates
                covering a related Obligor or Financed Vehicle or his or her obligations
                with respect to such Financed Vehicle and any recourse to Dealers
                for any
                of the foregoing;

            


    

    


    
      	 	
              (vii)

            	
              the
                Legal Files and the Receivable Files related to each Receivable and
                any
                and all other documents that LBAC keeps on file in accordance with
                its
                customary procedures relating to the Receivables, the related Obligors
                or
                the related Financed Vehicles;

            


    

    


    
      	 	
              (viii)

            	
              all
                amounts and property from time to time held in or credited to the
                Collection Account or the Note
                Account;

            


    

    


    
      	 	
              (ix)

            	
              all
                amounts and property from time to time held in or credited to the
                Lock-Box
                Account, to the extent such amounts and property relate to the
                Receivables;

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	 	
              (x)

            	
              any
                proceeds from recourse against Dealers (other than any Chargeback
                Obligations), including, without limitation, any Dealer Title Guaranties
                with respect to the sale of the Receivables;
                and

            


    

    


    
      	 	
              (xi)

            	
              the
                proceeds of any and all of the
                foregoing.

            


    

    


    The
      foregoing Grant is made in trust to the Indenture Trustee for the benefit of
      the
      Noteholders [and the Note Insurer]. The Indenture Trustee hereby 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 end that the interests of such parties, recognizing the
      priorities of their respective interests may be adequately and effectively
      protected.

    


    ARTICLE
      I

    


    Definitions

     

    SECTION
      1.1.  Definitions

    


    .
      Whenever used in this Indenture, capitalized terms used and not otherwise
      defined herein shall have the meanings set forth in Annex A attached
      hereto.

    SECTION
      1.2.  Rules
      of Construction

    


    .
      Unless
      the context otherwise requires:

    


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

    


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

    


    (iii) "or"
      is
      not exclusive;

    


    (iv) "including"
      means including without limitation; and

    


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

     

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

    


    "Commission"
      means the Securities and Exchange Commission.

    


    "indenture
      securities" means the Notes.

    


    "indenture
      security holder" means a Noteholder.

    


    "indenture
      to be qualified" means this Indenture.

    


    "indenture
      trustee" or "institutional trustee" means the Indenture Trustee.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    "obligor"
      on the indenture securities means the Issuer.

    


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

    


    ARTICLE
      II

    


    The
      Notes

     

    SECTION
      2.1.  Form.The
      Notes
      shall be in substantially the forms set forth in Exhibit A, with such
      appropriate insertions, omissions, substitutions and other variations as are
      required or permitted by this Indenture and may have such letters, numbers
      or
      other marks of identification and such legends or endorsements placed thereon
      as
      may, consistently herewith, be determined by the officers executing such Notes,
      as evidenced by their execution of the Notes. Any portion of the text of any
      Note may be set forth on the reverse thereof, with an appropriate reference
      thereto on the face of the Note.

    


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

    


    The
      Notes
      shall be dated the date of its authentication. The terms of the Notes set forth
      in Exhibit A are part of the terms of this Indenture.

    SECTION
      2.2.  Execution,
      Authentication and Delivery.
      The Notes shall be executed on behalf of the Issuer by an authorized
      representative of the Owner Trustee. The signature of any such authorized
      representative on the Notes may be manual or facsimile.

    


    Notes
      bearing the manual or facsimile signature of individuals who were at any time
      authorized representatives of the Owner Trustee shall bind the Issuer,
      notwithstanding that such individuals or any of them have ceased to hold such
      offices prior to the authentication and delivery of such Notes or did not hold
      such offices at the date of such Notes.

    


    The
      Indenture Trustee shall, upon receipt of [the Policy and] the Issuer Order,
      authenticate and deliver the Notes for original issue in an aggregate principal
      amount of $_______________. The Notes outstanding at any time may not exceed
      such amounts except as provided in Section 2.5.

    


    The
      Notes
      shall be issuable as registered Notes in minimum denominations of one hundred
      thousand dollars ($100,000) and integral multiples of one thousand dollars
      ($1,000) in excess thereof.

    


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

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

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

    


    If
      temporary Notes are issued, the Issuer will 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 shall execute and
      the Indenture Trustee 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 Definitive Notes.

     

    SECTION
      2.4.  Registration;
      Registration of Transfer and Exchange.
      The Issuer shall cause to be kept a register (the "Note Register") in which,
      subject to such reasonable regulations as it may prescribe, the Issuer shall
      provide for the registration of Notes and the registration of transfers and
      exchanges of Notes. The Indenture Trustee shall be "Note Registrar" for the
      purpose of registering Notes and transfers and exchanges 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 Indenture Trustee is appointed by the Issuer as Note
      Registrar, the Issuer will give the Indenture Trustee prompt written notice
      of
      the appointment of such Note Registrar and of the location, and any change
      in
      the location, of the Note Register, and the Indenture Trustee shall have the
      right to inspect the Note Register at all reasonable times and to obtain copies
      thereof, and the Indenture Trustee shall have the right to conclusively rely
      upon a certificate executed on behalf of the Note Registrar by an authorized
      signatory thereof as to the names and addresses of the Noteholders of the Notes
      and the principal amounts and number of such Notes.

    


    Subject
      to Sections 2.13 and 2.14 hereof, 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(1) of the UCC are met the
      Issuer shall execute and upon its request the Indenture Trustee shall
      authenticate and the Noteholder shall obtain from the Indenture Trustee, in
      the
      name of the designated transferee or transferees, one or more new Notes, in
      any
      authorized denominations, of the same class and a like aggregate principal
      amount.

    


    At
      the
      option of the Noteholder, Notes may be exchanged for other Notes in any
      authorized denominations, of the same class and a like aggregate principal
      amount, upon surrender of the Notes to be exchanged at such office or agency.
      Whenever any Notes are so surrendered for exchange, subject to Sections 2.13
      and
      2.14 hereof, if the requirements of Section 8-401(1) of the UCC are met the
      Issuer shall execute and upon its request the Indenture Trustee shall
      authenticate and the Noteholder shall obtain from the Indenture Trustee, the
      Notes which the Noteholder making the exchange is entitled to
      receive.

    


    
      
        
        

      

      
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    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.

    


    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
      the form attached to Exhibit A duly executed by, the Holder thereof or such
      Holder's attorney duly authorized in writing, with such signature guaranteed
      by
      an "eligible guarantor institution" meeting the requirements of the Note
      Registrar which requirements include membership or participation in Securities
      Transfer Agents Medallion Program ("Stamp")
      or
      such other "signature guarantee program" as may be determined by the Note
      Registrar in addition to, or in substitution for, Stamp, all in accordance
      with
      the Exchange Act, and (ii) accompanied by such other documents as the Indenture
      Trustee may require.

    


    Notwithstanding
      the foregoing, in the case of any sale or other transfer of a Definitive Note,
      the transferor of such Definitive Note shall be required to represent and
      warrant in writing that the prospective transferee either (a) is not (i) an
      employee benefit plan (as defined in section 3(3) of the Employee Retirement
      Income Security Act of 1974, as amended ("ERISA")), which is subject to the
      provisions of Title I of ERISA, (ii) a plan (as defined in section 4975(e)(1)
      of
      the Code), which is subject to Section 4975 of the Code, or (iii) an entity
      whose underlying assets are deemed to be assets of a plan described in (i)
      or
      (ii) above by reason of such plan's investment in the entity (any such entity
      described in clauses (i) through (iii), a "Benefit
      Plan Entity")
      or (b)
      is a Benefit Plan Entity and the acquisition and holding of the Definitive
      Note
      by such prospective transferee is covered by a Department of Labor Prohibited
      Transaction Class Exemption. Each transferee of a Book Entry Note that is a
      Benefit Plan Entity shall be deemed to represent that its acquisition and
      holding of the Book Entry Note is covered by a Department of Labor Prohibited
      Transaction Class Exemption.

    


    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.

    


    The
      preceding provisions of this section notwithstanding, the Issuer shall not
      be
      required to make, and the Note Registrar shall not register transfers or
      exchanges of Notes selected for redemption or of any Note for a period of 15
      days preceding the due date for any payment with respect to the
      Note.

    SECTION
      2.5.  Mutilated,
      Destroyed, Lost or Stolen Notes.
      If (a) any mutilated Note shall be surrendered to the Note Registrar, or if
      the
      Note Registrar shall receive evidence to its satisfaction of the destruction,
      loss, or theft of any Note and (b) there shall be delivered to the Note
      Registrar, the Indenture Trustee [and the Note Insurer] such security or
      indemnity as may be required by them to save each of them harmless, then in
      the
      absence of notice that such Note shall have been acquired by a bona fide
      purchaser, the Issuer shall execute, and the Indenture Trustee shall
      authenticate and deliver, in exchange for or in lieu of any such mutilated,
      destroyed, lost or stolen Note, a new Note of like tenor and denomination.
      In
      connection with the issuance of any new Note under this Section 2.5, the
      Indenture Trustee and the Note Registrar may require the payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      connection therewith. Any duplicate Note issued pursuant to this Section 2.5
      shall constitute valid obligations of the Issuer, evidencing the same debt
      and
      entitled to the same benefits of this Indenture, as if originally issued,
      whether or not the lost, stolen, or destroyed Note shall be found at any
      time.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    SECTION
      2.6.  Persons
      Deemed Owner.
      Prior to due presentment for registration of transfer of any Note, the Issuer,
      the Indenture Trustee and any agent of Issuer, the Indenture Trustee, [the
      Note
      Insurer] may treat the Person in whose name any Note is registered (as of the
      Record Date) as the owner of such Note for the purpose of receiving payments
      of
      principal of and interest, if any on such Note and for all other purposes
      whatsoever, whether or not such Note be overdue, and none of the Issuer, [the
      Note Insurer], the Indenture Trustee nor any agent of the Issuer or the
      Indenture Trustee shall be affected by notice to the contrary.

     

    SECTION
      2.7.  Access
      to List of Noteholders' Names and Addresses.
      The Indenture Trustee shall furnish or cause to be furnished to the Servicer
      [or
      the Note Insurer], at the expense of the Issuer, within 15 days after receipt
      by
      the Indenture Trustee of a request therefor from the Servicer [or the Note
      Insurer, as the case may be,] in writing, a list of the names and addresses
      of
      the Noteholders as of the most recent Record Date. If three or more Noteholders
      or one or more Noteholders evidencing not less than 25% of the Note Balance
      apply in writing to the Indenture Trustee, and such application states that
      the
      applicants desire to communicate with other Noteholders with respect to their
      rights under this Indenture or under the Notes and such application shall be
      accompanied by a copy of the communication that such applicants propose to
      transmit, then the Indenture Trustee shall, within five Business Days after
      the
      receipt for such application, afford such applicants access during normal
      business hours to the current list of Noteholders. Each Holder, by receiving
      and
      holding a Note, shall be deemed to have agreed to hold none of the Issuer,
      the
      Servicer, [the Note Insurer,] the Note Registrar or the Indenture Trustee
      accountable by reason of the disclosure of its name and address, regardless
      of
      the source from which such information was derived.

     

    SECTION
      2.8.  Maintenance
      of Office or Agency.
      The Indenture Trustee shall maintain in __________________________, an office
      or
      offices or agency or agencies where Notes may be surrendered for registration
      of
      transfer or exchange and where notices and demands to or upon the Indenture
      Trustee in respect of the Notes and this Indenture may be served. The Indenture
      Trustee initially designates its office located at ______________ ____________,
      New York, New York _____, as its office for such purposes. The Indenture Trustee
      shall give prompt written notice to the Issuer and to Noteholders of any change
      in the location of the Note Register or any such office or agency.

     

    SECTION
      2.9.  Payment
      of Principal and Interest; Defaulted Interest.
      (a) The Notes shall accrue interest as provided in the form of the Notes set
      forth in Exhibit A and such interest shall be due and payable on each Payment
      Date, as specified therein. Any installment of interest or principal, if any,
      payable on any Note which is punctually paid or duly provided for by the Issuer
      on the applicable Payment Date shall be paid as set forth in Section 5.6 of
      the
      Sale and Servicing Agreement.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (b)    The
      principal of each Note shall be payable in installments on each Payment Date
      as
      provided in the form of the Notes. Notwithstanding the foregoing, the entire
      unpaid Note Balance of the Notes shall be due and payable, if not previously
      paid, on the date on which an Event of Default shall have occurred and be
      continuing, if the Controlling Party has declared the Notes to be immediately
      due and payable in the manner provided in Section 5.2. All principal payments
      on
      the Notes shall be made pro rata to the Noteholders entitled thereto. Upon
      written notice from the Issuer, the Indenture Trustee shall notify the Person
      in
      whose name a Note is registered at the close of business on the Record Date
      preceding the Payment Date on which the Issuer expects that the final
      installment of principal of and interest on such Note will be paid. Such notice
      shall be mailed or transmitted by facsimile prior to such final Payment Date
      and
      shall specify that such final installment will be payable only upon presentation
      and surrender of such Note and shall specify the place where such Note may
      be
      presented and surrendered for payment of such installment. Notices in connection
      with redemptions of Notes shall be mailed to Noteholders as provided in Section
      10.2.

    


    (c)    If
      the
      Issuer defaults in a payment of interest on the Notes, and such default is
      waived by the Controlling Party, the Issuer shall pay the Interest Carryover
      Shortfall to the related Noteholders, as applicable, on the immediately
      following Payment Date.

    


    (d)    [Promptly
      following the date on which all principal of and interest on the Notes has
      been
      paid in full and the Notes have been surrendered to the Indenture Trustee,
      the
      Indenture Trustee shall, if the Note Insurer has paid any amount in respect
      of
      the Notes under the Note Policy or otherwise which has not been reimbursed
      to
      it, deliver such surrendered Notes to the Note Insurer.]

     

    SECTION
      2.10.  Cancellation.
      Subject to Section 2.9(d), all Notes surrendered for payment, registration
      of
      transfer, exchange or redemption shall, if surrendered to any Person other
      than
      the Indenture Trustee, be delivered to the Indenture Trustee and shall be
      promptly canceled by the Indenture Trustee. Subject to Section 2.9(d), the
      Issuer may at any time deliver to the Indenture Trustee for cancellation any
      Notes previously authenticated and delivered hereunder which the Issuer may
      have
      acquired in any manner whatsoever, and all Notes so delivered shall be promptly
      canceled by the Indenture Trustee. No Notes shall be authenticated in lieu
      of or
      in exchange for any Notes canceled as provided in this Section, except as
      expressly permitted by this Indenture. Subject to Section 2.9(d), all canceled
      Notes may be held or disposed of by the Indenture Trustee in accordance with
      its
      standard retention or disposal policy as in effect at the time unless the Issuer
      shall timely direct by an Issuer Order that such Notes be destroyed or returned
      to it; provided that such Notes have not been previously disposed of by the
      Indenture Trustee prior to its receipt of such Issuer Order.

     

    SECTION
      2.11.  Release
      of Pledged Property.
      The Indenture Trustee shall, on or after the Termination Date, release and
      cause
      the Trust Collateral Agent to release any remaining portion of the Pledged
      Property from the lien created by this Indenture and deposit in the Collection
      Account any funds then on deposit in any of the other Accounts. The Indenture
      Trustee shall release property from the lien created by this Indenture pursuant
      to this Section 2.11 only upon receipt of an Issuer Request and (if required
      by
      the TIA) Independent Certificates in accordance with TIA §§ 314(c) and
      314(d)(1) meeting the applicable requirements of Section 11.1.

     

    SECTION
      2.12.  Book-Entry
      Notes.
      The Notes, upon original issuance, will 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. Such
      Notes shall initially be registered on the Note Register in the name of Cede
      & Co., the nominee of the initial Clearing Agency, and no Note Owner will
      receive a Definitive Note representing such Note Owner's interest in such Note,
      except as provided in Section 2.14. Unless and until definitive, fully
      registered Notes (the "Definitive
      Notes")
      have
      been issued to Note Owners pursuant to Section 2.14: 

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

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

    


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

    


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

    


    (iv) the
      rights of Note Owners shall be exercised only through the Clearing Agency and
      shall be limited to those established by law and agreements between such Note
      Owners and the Clearing Agency and/or the Clearing Agency Participants. Unless
      and until Definitive Notes are issued pursuant to Section 2.14, the initial
      Clearing Agency will make book-entry transfers among the Clearing Agency
      Participants and receive and transmit payments of principal of and interest
      on
      the Notes to such Clearing Agency Participants; 

    


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


    


    (vi) Note
      Owners may receive copies of any reports sent to Noteholders pursuant to this
      Indenture, upon written request, together with a certification that they are
      Note Owners and payment of reproduction and postage expenses associated with
      the
      distribution of such reports, from the Indenture Trustee at the Corporate Trust
      Office.

     

    SECTION
      2.13.  Notices
      to Clearing Agency.
      Whenever a notice or other communication to the Noteholders is required under
      this Indenture, unless and until Definitive Notes shall have been issued to
      Note
      Owners pursuant to Section 2.14, the Indenture Trustee shall give all such
      notices and communications specified herein to be given to the Noteholders
      to
      the Clearing Agency, and shall have no obligation to the Note
      Owners.

     

    SECTION
      2.14.  Definitive
      Notes.
      If (i) the Servicer advises the Indenture Trustee in writing that the Clearing
      Agency is no longer willing or able to properly discharge its responsibilities
      with respect to the Notes, and the Servicer is unable to locate a qualified
      successor, (ii) the Servicer at its option advises the Indenture Trustee in
      writing that it elects to terminate the book-entry system through the Clearing
      Agency or (iii) after the occurrence of an Event of Default, Note Owners
      representing beneficial interests aggregating at least a majority of the
      Outstanding Amount of the Notes advise the Indenture Trustee through the
      Clearing Agency in writing that the continuation of a book entry system through
      the Clearing Agency is no longer in the best interests of the Note Owners,
      then
      the Clearing Agency shall notify all Note Owners and the Indenture Trustee
      of
      the occurrence of any such event and of the availability of Definitive Notes
      to
      Note Owners requesting the same. Upon surrender to the Indenture Trustee of
      the
      typewritten Note or Notes representing the Book-Entry Notes by the Clearing
      Agency, accompanied by registration instructions, the Issuer shall execute
      and
      the Indenture Trustee shall authenticate the Definitive Notes in accordance
      with
      the instructions of the Clearing Agency. None of the Issuer, the Note Registrar
      or the Indenture Trustee shall be liable for any delay in delivery of such
      instructions and may conclusively rely on, and shall be fully protected in
      relying on, such instructions. Upon the issuance of Definitive Notes, the
      Indenture Trustee shall recognize the Holders of the Definitive Notes as
      Noteholders.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    ARTICLE
      III

    


    Covenants

     

    SECTION
      3.1.  Payment
      of Principal and Interest.
      The Issuer will duly and punctually pay the principal of and interest on the
      Notes in accordance with the terms of the Notes and this Indenture. Without
      limiting the foregoing, the Issuer will cause to be distributed on each Payment
      Date all amounts on deposit in the Note Account deposited therein pursuant
      to
      the Sale and Servicing Agreement for the benefit of the Notes, to the
      Noteholders. Amounts properly withheld under the Code by any Person from a
      payment to any Noteholder of interest and/or principal shall be considered
      as
      having been paid by the Issuer to such Noteholder for all purposes of this
      Indenture.

     

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

     

    SECTION
      3.3.  Money
      for Payments to be Held in Trust.
      On or before each Payment Date and Redemption Date, the Issuer shall deposit
      or
      cause to be deposited in the Note Account from 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 of its action or failure so to act.

    


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

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

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

    


    (ii) give
      the
      Indenture Trustee notice of any default by the Issuer (or any other obligor
      upon
      the Notes) of which it has actual knowledge in the making of any payment
      required to be made with respect to the Notes;

    


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

    


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

    


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

    


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

    


    Subject
      to applicable laws with respect to the 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 [with the consent of the Note Insurer
      (unless a Note Insurer Default shall have occurred and be continuing)] and
      shall
      be deposited by the Indenture Trustee in the Collection Account; and the Holder
      of such Note shall thereafter, as an unsecured general creditor, look only
      to
      the Issuer for payment thereof (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 if
      such money or any portion thereof had been previously deposited by the Note
      Insurer or the Trust Collateral Agent with the Indenture Trustee for the payment
      of principal or interest on the Notes, to the extent any amounts are owing
      to
      the Note Insurer, such amounts shall be paid promptly to the Note Insurer upon
      the Indenture Trustee's receipt of a written request by the Note Insurer to
      such
      effect; and] provided,
      further,
      that the
      Indenture Trustee or such Note Paying Agent, before being required to make
      any
      such repayment, shall at the expense 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 New York, New York, notice that
      such
      money remains unclaimed and that, after a date specified therein, which shall
      not be less than thirty (30) days from the date of such publication, any
      unclaimed balance of such money then remaining will be repaid to the Issuer.
      The
      Indenture Trustee shall also adopt and employ, at the expense of the Issuer,
      any
      other reasonable means of notification of such repayment (including, but not
      limited to, mailing notice of such repayment to Holders whose Notes have been
      called but have not been surrendered for redemption or whose right to or
      interest in moneys due and payable but not claimed is determinable from the
      records of the Indenture Trustee or of any Note Paying Agent, at the last
      address of record for each such Holder).

     

    
      
        
        

      

      
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    SECTION
      3.4.  Existence.
      Except as otherwise permitted by the provisions of Section 3.10, the Issuer
      will
      keep in full effect its existence, rights and franchises as a business trust
      under the laws of the State of Delaware (unless it becomes, or any successor
      Issuer hereunder is or becomes, organized under the laws of any other state
      or
      of the United States of America, in which case the Issuer will keep in full
      effect its existence, rights and franchises under the laws of such other
      jurisdiction) and will obtain and preserve its qualification to do business
      in
      each jurisdiction in which such qualification is or shall be necessary to
      protect the validity and enforceability of this Indenture, the Notes, the
      Pledged Property and each other instrument or agreement included in the Trust
      Assets.

     

    SECTION
      3.5.  Protection
      of Pledged Property.
      The Issuer intends the security interest Granted pursuant to this Indenture
      in
      favor of the Indenture Trustee for the benefit of [the Note Insurer and] the
      Noteholders to be prior to all other liens in respect of the Trust Assets,
      and
      the Issuer shall take all actions necessary to obtain and maintain, in favor
      of
      the Indenture Trustee, for the benefit of [the Note Insurer and] the
      Noteholders, a first lien on and a first priority, perfected security interest
      in the Pledged Property. The Issuer will from time to time prepare (or shall
      cause to be prepared), execute and deliver all such supplements and amendments
      hereto and all such financing statements, continuation statements, instruments
      of further assurance and other instruments, and will take such other action
      necessary or advisable to:

    


    (i) provide
      further assurance with respect to the Grant and/or Grant more effectively all
      or
      any portion of the Pledged Property or maintain the Pledged Property free and
      clear of all prior liens;

    


    (ii) maintain
      or preserve the lien and security interest (and the priority thereof) in favor
      of the Indenture Trustee for the benefit of the Noteholders [and the Note
      Insurer] created by this Indenture or carry out more effectively the purposes
      hereof;

    


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

    


    (iv) enforce
      any of the Pledged Property;

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

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

    


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

    


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

     

    SECTION
      3.6.  Opinions
      as to Pledged Property.
      (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee
      [and
      the Note Insurer] 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 first priority lien and security interest in favor of
      the
      Indenture Trustee, for the benefit of the Noteholders [and the Note Insurer,]
      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 make such
      lien and security interest effective.

    


    (b)    Within
      120 days after the beginning of each calendar year, beginning with the calendar
      year beginning January 1, 20__, the Issuer shall furnish to the Indenture
      Trustee [and the Note Insurer] 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
      as
      are 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 will, in the opinion of such
      counsel, be required to maintain the lien and security interest of this
      Indenture until January 30 in the following calendar year.

     

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

    


    (b)    The
      Issuer may contract with other Persons [acceptable to the Note Insurer (so
      long
      as no Note Insurer Default shall have occurred and be continuing)] 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 Note Insurer]
      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 Servicer to assist the
      Issuer in performing its duties under this Indenture.

    


    
      
        
        

      

      
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    (c)    The
      Issuer will punctually perform and observe all of its obligations and agreements
      contained in this Indenture, the Basic Documents and in the instruments and
      agreements included in the Pledged Property, including, but not limited to,
      preparing (or causing to prepared) and filing (or causing to be filed) all
      UCC
      financing statements and continuation statements required to be filed by the
      terms of this Indenture 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 [or the Note Insurer (or if a Note Insurer
      Default has occurred and is continuing, the Majorityholders)].

    


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

    


    (e)    The
      Issuer agrees that it will not waive timely performance or observance by the
      Servicer or the Transferor of their respective duties under the Basic Documents
      [(x) without the prior consent of the Note Insurer (unless a Note Insurer
      Default shall have occurred and be continuing) or (y)] if the effect thereof
      would adversely affect the Holders of the Notes.

     

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

    


    (i) except
      as
      expressly permitted by this Indenture or the Basic Documents, sell, transfer,
      exchange or otherwise dispose of any of the properties or assets of the Issuer,
      including those included in the Pledged Property, unless directed to do so
      by
      the Controlling Party;

    


    (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 any part of the
      Pledged Property;

    


    (iii) (A)
      permit the validity or effectiveness of this Indenture to be impaired, or permit
      the lien in favor of the Indenture Trustee created by this Indenture to be
      amended, hypothecated, subordinated, terminated or discharged, or permit any
      Person to be released from any covenants or obligations with respect to the
      Notes under this Indenture except as may be expressly permitted hereby, (B)
      permit any lien, charge, excise, claim, security interest, mortgage or other
      encumbrance (other than the lien of this Indenture) to be created on or extend
      to or otherwise arise upon or burden the Pledged Property or any part thereof
      or
      any interest therein or the proceeds thereof (other than tax liens, mechanics'
      liens and other liens that arise by operation of law, in each case on a Financed
      Vehicle and arising solely as a result of an action or omission of the related
      Obligor), (C) permit the lien of this Indenture not to constitute a valid first
      priority (other than with respect to any such tax, mechanics' or other lien)
      security interest in the Pledged Property or (D) amend, modify or fail to comply
      with the provisions of the Basic Documents without the prior written consent
      of
      the Controlling Party;

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    (iv) engage
      in
      any business or activity other than as permitted by the Trust
      Agreement;

    


    (v) incur
      or
      assume any indebtedness or guarantee any indebtedness of any Person, except
      for
      such indebtedness incurred pursuant to Section 3.10; or

    


    (vi) dissolve
      or liquidate in whole or in part or merge or consolidate with any other Person,
      other than in compliance with Section 3.10.

     

    SECTION
      3.9.  Annual
      Statement as to Compliance.
      The Issuer will deliver to the Indenture Trustee [and the Note Insurer,] within
      120 days after the end of each fiscal year of the Issuer (commencing with the
      fiscal year ended December 31, 20__), and otherwise in compliance with the
      requirements of TIA Section 3.4(a)(4), 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 performance under this
      Indenture has been made under such Authorized Officer's supervision;
      and

    


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

     

    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, in form
      satisfactory to the Indenture Trustee [and the Note Insurer (so long as no
      Note
      Insurer Default shall have occurred and be continuing)], 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;

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (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 Note Insurer (so long as no
      Insurer Default shall have occurred and be continuing)]) to the effect that
      such
      transaction will not have any material adverse tax consequence to the Trust,
      [the Note Insurer,] any Noteholder or the Certificateholder;

    


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

    


    (vi) the
      Issuer shall have delivered to the Indenture Trustee [and the Note Insurer]
      an
      Officer's Certificate and an Opinion of Counsel each stating that such
      consolidation or merger and such supplemental indenture comply with this Article
      III and that all conditions precedent herein provided for relating to such
      transaction have been complied with; and

    


    (vii) [so
      long
      as no Note Insurer Default shall have occurred and be continuing, the Issuer
      shall have given the Note Insurer written notice of such conveyance or transfer
      at least twenty (20) Business Days prior to the consummation of such action
      and
      shall have received the prior written approval of the Note Insurer of such
      conveyance or transfer and] the Issuer or the Person (if other than the Issuer)
      formed by or surviving such conveyance or transfer has a net worth, immediately
      after such conveyance or transfer, that is (a) greater than zero and (b) not
      less than the net worth of the Issuer immediately prior to giving effect to
      such
      conveyance or transfer.

    


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

    


    (i) the
      Person that acquires by conveyance or transfer the properties and assets of
      the
      Issuer the conveyance or transfer of which is hereby restricted shall (A) be
      a
      United States citizen or a Person organized and existing under the laws of
      the
      United States of America or any state, (B) expressly assume, by an indenture
      supplemental hereto, executed and delivered to the Indenture Trustee, in form
      satisfactory to the Indenture Trustee, [and the Note Insurer (so long as no
      Note
      Insurer Default shall have occurred and be continuing),] the due and punctual
      payment of the principal of and interest on all Notes and the performance or
      observance of every agreement and covenant of this Indenture and each of the
      Basic Documents on the part of the Issuer to be performed or observed, all
      as
      provided herein, (C) expressly agree by means of such supplemental indenture
      that all right, title and interest so conveyed or transferred shall be subject
      and subordinate to the rights of Holders of the Notes, (D) unless otherwise
      provided in such supplemental indenture, expressly agree to indemnify, defend
      and hold harmless the Issuer against and from any loss, liability or expense
      arising under or related to this Indenture and the Notes and (E) expressly
      agree
      by means of such supplemental indenture that such Person (or if a group of
      persons, then one specified Person) shall prepare (or cause to be prepared)
      and
      make all filings with the Commission (and any other appropriate Person) required
      by the Exchange Act in connection with the Notes;

    


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    (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 Note Insurer (so long as no
      Note Insurer Default shall have occurred and be continuing)]) to the effect
      that
      such transaction will not have any material adverse tax consequence to the
      Trust, [the Note Insurer,] any Noteholder or the Certificateholder;

    


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

    


    (vi) the
      Issuer shall have delivered to the Indenture Trustee [and the Note Insurer]
      an
      Officers' 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; and

    


    (vii) [so
      long
      as no Note Insurer Default shall have occurred and be continuing, the Issuer
      shall have given the Note Insurer written notice of such conveyance or transfer
      at least twenty (20) Business Days prior to the consummation of such action
      and
      shall have received the prior written approval of the Note Insurer of such
      consolidation or merger and] the Issuer or the Person (if other than the Issuer)
      formed by or surviving such consolidation or merger has a net worth, immediately
      after such consolidation or merger, that is (a) greater than zero and (b) not
      less than the net worth of the Issuer immediately prior to giving effect to
      such
      consolidation or merger.

     

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

    


    (b)    Upon
      a
      conveyance or transfer of all the assets and properties of the Issuer pursuant
      to Section 3.10 (b), Long Beach Acceptance Auto Receivables Trust 20__-_ will
      be
      released from every covenant and agreement of this Indenture to be observed
      or
      performed on the part of the Issuer with respect to the Notes immediately upon
      the delivery of written notice to the Indenture Trustee stating that Long Beach
      Acceptance Auto Receivables Trust 20__-_ is to be so released.

     

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

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    SECTION
      3.13.  No
      Borrowing.
      The Issuer shall not issue, incur, assume, guarantee or otherwise become liable,
      directly or indirectly, for any Indebtedness except for (i) the Notes, (ii)
      [obligations owing from time to time to the Note Insurer under the Insurance
      Agreement and (iii)] any other Indebtedness permitted by or arising under the
      Basic Documents. The proceeds of the Notes shall be used exclusively to fund
      the
      Issuer's acquisition of the Receivables and the other assets specified in the
      Sale and Servicing Agreement, [to fund the Spread Account] and to pay the
      Issuer's organizational, transactional and start-up expenses.

     

    SECTION
      3.14.  Servicer's
      Obligations.
      The Issuer shall cause the Servicer to comply with Sections 4.9, 4.10, 4.11
      and
      5.7 of the Sale and Servicing Agreement.

     

    SECTION
      3.15.  Guarantees,
      Loans, Advances and Other Liabilities.
      Except as contemplated by the Sale and Servicing Agreement or this Indenture,
      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.  Compliance
      with Laws.
      The Issuer shall comply with the requirements of all applicable laws, the
      non-compliance with which would, individually or in the aggregate, materially
      and adversely affect the ability of the Issuer to perform its obligations under
      the Notes, this Indenture or any Basic Document.

     

    SECTION
      3.18.  Restricted
      Payments.
      The Issuer shall not, directly or indirectly, (i) pay any dividend or make
      any
      payment (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 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 Servicer, the Owner
      Trustee, the Trust Collateral Agent, the Back-up Servicer, the Custodian, the
      Indenture Trustee, [the Note Insurer,] the Noteholders and the Certificateholder
      as permitted by, and to the extent funds are available for such purpose under,
      the Sale and Servicing Agreement, [the Spread Account Agreement] or Trust
      Agreement. The Issuer will not, directly or indirectly, make payments to or
      payments from the Collection Account except in accordance with this Indenture
      and the Basic Documents.

     

    SECTION
      3.19.  Notice
      of Events of Default.
      Upon a responsible officer of the Owner Trustee having actual knowledge or
      receipt of written notice thereof, the Issuer agrees to give the Indenture
      Trustee, the Trust Collateral Agent, [the Note Insurer] and the Rating Agencies
      prompt written notice of each Event of Default hereunder and each default on
      the
      part of the Servicer or the Transferor of its obligations under the Sale and
      Servicing Agreement.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

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

     

    SECTION
      3.21.  Income
      Tax Characterization.
      For purposes of federal income, state and local income and franchise and any
      other income taxes, the Issuer will treat, and each Noteholder by its acceptance
      of a Note will be deemed to have agreed to treat the Notes as indebtedness
      and
      hereby instructs the Indenture Trustee to treat the Notes as indebtedness for
      all applicable tax reporting purposes.

    


    ARTICLE
      IV

    


    Satisfaction
      and Discharge

     

    SECTION
      4.1.  Satisfaction
      and Discharge of Indenture.
      This Indenture shall cease to be of further effect with respect to the Notes
      except as to (i) rights of registration of transfer and exchange, (ii)
      substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of
      Noteholders to receive payments of principal thereof and interest thereon,
      (iv)
      Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.20 and 3.21, (v) the rights,
      obligations and immunities of the Indenture Trustee hereunder (including the
      rights of the Indenture Trustee under Section 6.7 and the obligations of the
      Indenture Trustee under Section 4.2) and (vi) the rights of Noteholders as
      beneficiaries hereof with respect to the property so deposited with the
      Indenture Trustee payable to all or any of them, and the Indenture Trustee,
      on
      demand of and at the expense of the Issuer, shall execute proper instruments
      acknowledging satisfaction and discharge of this Indenture with respect to
      the
      Notes, when:

    


    (A) 
      either

    


    (1) 
      all Notes theretofore authenticated and delivered (other than (i) Notes that
      have been destroyed, lost or stolen and that have been replaced or paid as
      provided in Section 2.5 and (ii) Notes for whose payment money has theretofore
      been deposited in trust or segregated and held in trust by the Issuer and
      thereafter repaid to the Issuer or discharged from such trust, as provided
      in
      Section 3.3) have been delivered to the Indenture Trustee for cancellation
      [and
      the Note Policy has expired and been returned to the Note Insurer for
      cancellation]; or

    


    (2) 
      all Notes not theretofore delivered to the Indenture Trustee for
      cancellation

    


    (i) 
      have become due and payable,

    


    (ii) 
      will become due and payable on the Final Scheduled Payment Date within one
      year,
      or

    


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

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

    


    and
      the
      Issuer, in the case of (i), (ii) or (iii) above, has irrevocably deposited
      or
      caused to be irrevocably deposited with the Indenture Trustee cash or direct
      obligations of or obligations guaranteed by the United States of America (which
      will mature prior to the date such amounts are payable), in trust for such
      purpose, in an amount sufficient to pay and discharge the entire indebtedness
      on
      such Notes not theretofore delivered to the Indenture Trustee for cancellation
      when due on the Final Scheduled Payment Date or Redemption Date (if Notes shall
      have been called for redemption pursuant to Section 10.1(a)), as the case may
      be;

    


    (B) 
      the Issuer has paid or caused to be paid all its obligations to [the Note
      Insurer,] the Noteholders and the Indenture Trustee; and

    


    (C) 
      the Issuer has delivered to the Indenture Trustee [and the Note Insurer] an
      Officer's Certificate and an Opinion of Counsel, each meeting the applicable
      requirements of Section 11.1(a) and each stating that all conditions precedent
      herein provided for relating to the satisfaction and discharge of this Indenture
      have been complied with.

     

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

     

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

    


    ARTICLE
      V

    


    Remedies

     

    SECTION
      5.1.  Events
      of Default.
      "Event of Default", wherever used herein, means any one of the following events
      (whatever the reason for such Event of Default and whether it shall be voluntary
      or involuntary 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):

    


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    (i) default
      in the payment of any Note Interest when the same becomes due and payable,
      and
      such default shall continue for a period of five (5) days [(solely for purposes
      of this clause, a payment on the Notes funded by the Note Insurer or the
      Collateral Agent pursuant to the Spread Account Agreement shall be deemed to
      be
      a payment made by the Issuer)]; or

    


    (ii) default
      in the payment of the Principal Payment Amount on the Final Scheduled Payment
      Date [(solely for purposes of this clause, a payment on the Notes funded by
      the
      Note Insurer or the Collateral Agent pursuant to the Spread Account Agreement,
      shall be deemed to be a payment made by the Issuer)]; or

    


    (iii) [so
      long
      as a Note Insurer Default shall not have occurred and be continuing, an
      Insurance Agreement Indenture Cross Default shall have occurred; provided,
      however,
      that the
      occurrence of an Insurance Agreement Indenture Cross Default may not form the
      basis of an Event of Default unless the Note Insurer shall, upon prior written
      notice to the Rating Agencies, have delivered to the Issuer and the Indenture
      Trustee and not rescinded a written notice specifying that such Insurance
      Agreement Indenture Cross Default constitutes an Event of Default under this
      Indenture; or]

    


    (iv) [so
      long
      as a Note Insurer Default shall have occurred and be continuing,] a default
      in
      the observance or performance 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 specifically dealt with),
      which default shall continue unremedied for a period of thirty (30) days after
      the date on which written notice of such failure requiring the same to be
      remedied, shall have been given (1) to the Issuer by the Indenture Trustee,
      or
      (2) to the Issuer and the Indenture Trustee by the Noteholders evidencing not
      less than 25% of the Note Balance; or 

    


    (v) [so
      long
      as a Note Insurer Default shall have occurred and be continuing,] 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 Pledged Property 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 Pledged Property, 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 sixty (60) consecutive
      days;
      or

    


    (vi) [so
      long
      as a Note Insurer Default shall have occurred and be continuing,] 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 Pledged Property, 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 action by the Issuer in
      furtherance of any of the foregoing.

     

    
      
        
        

      

      
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    SECTION
      5.2.  Rights
      Upon Event of Default.
      (a) If [a Note Insurer Default shall not have occurred and be continuing and]
      an
      Event of Default shall have occurred and be continuing, the Notes shall become
      immediately due and payable at par, together with accrued interest thereon.
      If
      an Event of Default shall have occurred and be continuing, the Controlling
      Party
      may exercise any of the remedies specified in Section 5.4(a). [In the event
      of
      any acceleration of any Notes by operation of this Section 5.2, the Indenture
      Trustee shall continue to be entitled to make claims under the Note Policy
      pursuant to the Sale and Servicing Agreement for Scheduled Payments on the
      Notes. Payments under the Note Policy following acceleration of any Notes shall
      be applied by the Indenture Trustee:

    


    FIRST: to
      Noteholders for amounts due and unpaid on the Notes for interest, ratably,
      without preference or priority of any kind, according to the amounts due and
      payable on the Notes for interest; and

    


    SECOND: to
      Noteholders for amounts due and unpaid on the Notes for principal, ratably,
      without preference or priority of any kind, according to the amounts due and
      payable on the Notes for principal.]

    


    (b)    [In
      the
      event any Notes are accelerated due to an Event of Default, the Note Insurer
      shall have the right (in addition to its obligation to pay Scheduled Payments
      on
      the Notes in accordance with the Note Policy), but not the obligation, to make
      payments under the Note Policy or otherwise of interest and principal due on
      such Notes, in whole or in part, on any date or dates following such
      acceleration as the Note Insurer, in its sole discretion, shall
      elect.]

    


    (c)    [If
      a
      Note Insurer Default shall have occurred and be continuing and an Event of
      Default shall have occurred and be continuing, the Indenture Trustee in its
      discretion may, or if so requested in writing by the Majorityholders shall,
      declare by written notice to the Issuer that the Notes become, whereupon they
      shall become, immediately due and payable at par, in accordance with the
      priorities set forth in Section 5.6, together with accrued interest
      thereon.]

    


    (d)    [If
      a
      Note Insurer Default shall have occurred and be continuing, then] at any time
      after such declaration of acceleration of maturity has been made and before
      a
      judgment or decree for payment of the money due has been obtained by the
      Indenture Trustee as hereinafter in this Article V; provided,
      the
      Majorityholders, by written notice to the Issuer and the Indenture Trustee,
      may
      rescind and annul such declaration and its consequences if:

    


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

    


    (A) 
      all 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 hereunder and the reasonable
      compensation, expenses, disbursements and advances of the Indenture Trustee
      and
      its agents and counsel; and

    


    
      
        
        

      

      
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    (ii) all
      Events of Default, other than the nonpayment of the principal of the Notes
      that
      has become due solely by such acceleration, have been cured or waived as
      provided in Section 5.13.

    


    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) default is made in the payment of any
      interest on any Note when the same becomes due and payable, and such default
      continues for a period of five days, or (ii) default is made in the payment
      of
      the principal of or any installment of the principal of any Note when the same
      becomes due and payable, the Issuer will pay to the Indenture Trustee, for
      the
      benefit of the Holders of the Notes, the whole amount then due and payable
      on
      such Notes for principal and interest, with interest upon the overdue principal,
      and, to the extent payment at such rate of interest shall be legally
      enforceable, upon overdue installments of interest, at the applicable Note
      Rate
      and in addition thereto such further amount as shall be sufficient to cover
      the
      costs and expenses of collection, including the reasonable compensation,
      expenses, disbursements and advances of the Indenture Trustee and its agents
      and
      counsel.

    


    (b)    [Each
      of]
      the Indenture Trustee [and the Note Insurer] hereby irrevocably and
      unconditionally appoints the Controlling Party as the true and lawful
      attorney-in-fact of the Indenture Trustee [or the Note Insurer, as applicable,]
      for so long as neither the Indenture Trustee [nor the Note Insurer] is the
      Controlling Party, with full power of substitution, to execute, acknowledge
      and
      deliver any notice, document, certificate, paper, pleading or instrument and
      to
      do in the name of the Controlling Party as well as in the name, place and stead
      of the Indenture Trustee [and the Note Insurer] such acts, things and deeds
      for
      or on behalf of and in the name of either the Indenture Trustee [or the Note
      Insurer] under this Indenture (including specifically under Section 5.4) and
      under the Basic Documents which either the Indenture Trustee [and the Note
      Insurer] could or might do or which may be necessary, desirable or convenient
      in
      such Controlling Party's sole discretion to effect the purposes contemplated
      hereunder and under the Basic Documents and, without limitation, following
      the
      occurrence of an Event of Default, exercise full right, power and authority
      to
      take, or defer from taking, any and all acts with respect to the administration,
      maintenance or disposition of the Pledged Property.

    


    (c)    If
      an
      Event of Default occurs and is continuing, the Indenture Trustee may in its
      discretion [but with the consent of the Note Insurer, so long as no Note Insurer
      Default is then continuing,] and shall, at the direction of the Controlling
      Party, proceed to protect and enforce its rights and the rights of the
      Noteholders by such appropriate Proceedings as the Indenture Trustee or the
      Controlling Party shall deem 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)    Intentionally
      Omitted.

    


    
      
        
        

      

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

    


    (i) to
      file
      and prove a claim or claims for the whole amount of principal and interest
      owing
      and unpaid in respect of the Notes and to file such other papers or documents
      as
      may be necessary or advisable in order to have the claims of the Indenture
      Trustee (including any claim for reasonable compensation to the Indenture
      Trustee and each predecessor Indenture Trustee, and their respective agents,
      attorneys and counsel, and for reimbursement of all expenses and liabilities
      incurred, and all advances made, by the Indenture Trustee and each predecessor
      Indenture Trustee, except as a result of negligence, bad faith or willful
      misconduct) and of the Noteholders allowed in such proceedings;

    


    (ii) unless
      prohibited by applicable law and regulations, to vote on behalf of the
      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 moneys or other property payable or deliverable on
      any
      such claims and to distribute all amounts received with respect to the claims
      of
      the Noteholders and of the Indenture Trustee on their behalf; and

    


    (iv) to
      file
      such proofs of claim and other papers or documents as may be necessary or
      advisable in order to have the claims of the Indenture Trustee or the
      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 such amounts as shall be sufficient to cover reasonable
      compensation to the Indenture Trustee, each predecessor Indenture Trustee and
      their respective agents, attorneys and counsel, and all other expenses and
      liabilities incurred, and all advances made, by the Indenture Trustee and each
      predecessor Indenture Trustee except as a result of negligence or bad
      faith.

    


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

    


    
      
        
        

      

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

    


    (h)    In
      any
      proceedings brought by the Indenture Trustee (and also any proceedings involving
      the interpretation of any provision of this Indenture, [the Spread Account
      Agreement] or any other Basic Document), the Indenture Trustee shall be held
      to
      represent all the Holders of the Notes, and it shall not be necessary to make
      any Noteholder a party to any such proceedings.

     

    SECTION
      5.4.  Remedies.
      (a) If an Event of Default shall have occurred and be continuing, the
      Controlling Party may do one or more of the following (subject to Section
      5.5):

    


    (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
      moneys adjudged due;

    


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

    


    (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 Note Insurer] and the Holders of the Notes; and

    


    (iv) direct
      the Trust Collateral Agent to sell the Pledged Property or any portion thereof
      or rights or interest therein, at one or more public or private sales called
      and
      conducted in any manner permitted by law; provided,
      however,
      that:

    


    (A) 
      [if the Note Insurer is the Controlling Party, the Note Insurer may not sell
      or
      otherwise liquidate the Pledged Property following an Insurance Agreement
      Indenture Cross Default unless:

    


    (I) 
       such
      Insurance Agreement Indenture Cross Default is pursuant to Section 5.01(a),
      (e),
      (n) or (o) of the Insurance Agreement; or

    


    (II) 
       the
      proceeds of such sale or liquidation Payment to the Noteholders are sufficient
      to discharge in full all amounts then due and unpaid upon such Notes for
      principal and interest; or]

    


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    (B) 
      if the Indenture Trustee is the Controlling Party, the Indenture Trustee may
      not, nor direct the Trust Collateral Agent to, sell or otherwise liquidate
      the
      Pledged Property following an Event of Default unless:

    


    (I) 
       such
      Event of Default is of the type described in Section 5.01(i) or (ii),
      or

    


    (II) 
       either

    


    (x) 100%
      of
      the Noteholders consent thereto,

    


    (y) the
      proceeds of such sale or liquidation Payment to the Noteholders are sufficient
      to discharge in full all amounts then due and unpaid upon such Notes for
      principal and interest, or

    


    (z) the
      Indenture Trustee determines that the Trust Assets will not continue to provide
      sufficient funds for the payment of principal of and interest on the Notes
      as
      they would have become due if the Notes had not been declared due and payable,
      and the Indenture Trustee provides prior written notice to the Rating Agencies
      and obtains the consent of Holders of 66-2/3% of the outstanding Note
      Balance.

    


    In
      determining such sufficiency or insufficiency with respect to clause (y) and
      (z), the Indenture Trustee may, but need not, obtain and conclusively rely
      upon
      an opinion of an Independent investment banking or accounting firm of national
      reputation, which opinion shall not be at the expense of the Indenture Trustee,
      as to the feasibility of such proposed action and as to the sufficiency of
      the
      Pledged Property for such purpose.

     

    SECTION
      5.5.  Optional
      Preservation of the Pledged Property.
      If the Indenture Trustee is the Controlling Party and 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 direct the Trust Collateral
      Agent to maintain possession of the Pledged Property. 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
      direct the Trust Collateral Agent to maintain possession of the Pledged
      Property. In determining whether to direct the Trust Collateral Agent to
      maintain possession of the Pledged Property, the Indenture Trustee may, but
      need
      not, obtain and conclusively rely upon an opinion of an Independent investment
      banking or accounting firm of national reputation, which opinion shall not
      be at
      the expense of the Indenture Trustee, as to the feasibility of such proposed
      action and as to the sufficiency of the Pledged Property for such
      purpose.

     

    SECTION
      5.6.  Priorities.
      (a) If the Indenture Trustee collects any money or property pursuant to this
      Article V [(excluding any payments made under the Note Policy),] or if the
      Trust Collateral Agent delivers any money or property in respect of liquidation
      of the Pledged Property to the Indenture Trustee pursuant to Section 5.4(a)(iv),
      such money or property, as applicable, shall be applied by the Indenture Trustee
      on the related Payment Date in the following order of priority:

    


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    FIRST: amounts
      due and owing and required to be distributed to the Servicer (provided there
      is
      no Servicer Termination Event), the Indenture Trustee, the Custodian and the
      Back Up Servicer, respectively, pursuant to priorities (i) and (ii) of Section
      5.6(c) of the Sale and Servicing Agreement and not previously distributed,
      in
      the order of such priorities and without preference or priority of any kind
      within such priorities;

    


    SECOND: to
      Noteholders, for amounts due and unpaid on the Notes for interest, ratably,
      without preference or priority of any kind, according to the amounts due and
      payable on the Notes for interest;

    


    THIRD: to
      Noteholders for amounts due and unpaid on the Notes for principal, ratably,
      without preference or priority of any kind, according to the amounts due and
      payable on the Notes for principal;

    


    FOURTH: [amounts
      due and owing and required to be distributed to the Note Insurer pursuant to
      priority (v) of Section 5.6(c) of the Sale and Servicing Agreement and not
      previously distributed;]

    


    FIFTH: to
      the
      Trust Collateral Agent, the Back-up Servicer, the Indenture Trustee and the
      Custodian, respectively, amounts due and owing and required to be distributed
      to
      such entities pursuant to priority (v) of Section 5.6(c) of the Sale and
      Servicing Agreement and not previously distributed; and

    


    SIXTH: to
      [the
      Collateral Agent, for deposit in the Spread Account] [the Certificateholders],
      any amounts remaining after application pursuant to the priorities above[,
      for
      application in accordance with the provisions of the Spread Account
      Agreement].

    


    (b)    The
      Indenture Trustee may fix a record date and payment date for any payment to
      Noteholders pursuant to this Section 5.6. At least 15 days before such record
      date the Issuer shall mail to each Noteholder and the Indenture Trustee a notice
      that states the record date, the payment date and the amount to be
      paid.

     

    SECTION
      5.7.  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:

    


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

    


    (ii) the
      Noteholders evidencing not less than 25% of the Note Balance 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;

    


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

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

    


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

    


    (v) no
      direction inconsistent with such written request has been given to the Indenture
      Trustee during such 60-day period by the Majorityholders; and

    


    (vi) [a
      Note
      Insurer Default shall have occurred and be continuing.]

    


    With
      respect to (i) through (vi) above, 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 representing less
      than a majority of the outstanding Note Balance, the Indenture Trustee shall
      take direction from the group representing the greater percentage of the
      outstanding Note Balance and if the groups represent equal interests, the
      Indenture Trustee, in its sole discretion may determine what action, if any,
      shall be taken, notwithstanding any other provisions of this
      Indenture.

     

    SECTION
      5.8.  Unconditional
      Rights of Noteholders To Receive Principal and Interest.
      Subject to the provisions of this Indenture, the Holder of any Note shall have
      the right, which is absolute and unconditional, to receive payment of the
      principal of and interest, if any, on such Note on or after the respective
      due
      dates thereof expressed in such Note or in this Indenture (or, in the case
      of
      redemption, on or after the Redemption Date), to the extent that funds are
      available for distribution to each such Holder on such due dates, and the
      Controlling Party may institute suit for the enforcement of any such payment,
      and such right shall not be impaired without the consent of such
      Holder.

     

    SECTION
      5.9.  Restoration
      of Rights and Remedies.
      If the Controlling Party 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
      5.10.  Rights
      and Remedies Cumulative.
      No right or remedy herein conferred upon or reserved to the Controlling Party
      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.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

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

     

    SECTION
      5.12.  Control
      by Noteholders.
      If the Indenture Trustee is the Controlling Party, Majorityholders shall have
      the right to direct the time, method and place of conducting any Proceeding
      for
      any remedy available to the Indenture Trustee with respect to the Notes or
      exercising any trust or power conferred on the Indenture Trustee; provided
      that:

    


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

    


    (ii) if
      the
      conditions set forth in Section 5.5 have been satisfied and the Indenture
      Trustee elects to retain the Pledged Property pursuant to such Section, then
      any
      direction to the Indenture Trustee by Noteholders representing less than 100%
      of
      the outstanding Note Balance of the Notes to sell or liquidate the Pledged
      Property shall be of no force and effect; and

    


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

    


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

     

    SECTION
      5.13.  Waiver
      of Past Defaults.
      Prior to the declaration of the acceleration of the maturity of the Notes as
      provided in Section 5.4, [the Note Insurer (provided no Note Insurer Default
      shall have occurred and be continuing) or] the Majorityholders [(if a Note
      Insurer Default shall have occurred and be continuing),] may waive any past
      Default or Event of Default and its consequences except a Default (a) in payment
      of principal of or interest on any of the Notes or (b) in respect of a covenant
      or provision hereof which cannot be modified or amended without the consent
      of
      the Holder of each Note. In the case of any such waiver, the Issuer, the
      Indenture Trustee and the Holders of the Notes shall be restored to their former
      positions and rights hereunder, respectively; but no such waiver shall extend
      to
      any subsequent or other Default or impair any right consequent
      thereto.

    


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

     

    
      
        
        

      

      
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    SECTION
      5.14.  Undertaking
      for Costs.
      All parties to this Indenture agree, and each Holder of any Note by such
      Holder's acceptance thereof shall be deemed to have agreed, that any court
      may
      in its discretion require, in any suit for the enforcement of any right or
      remedy under this Indenture, or in any suit against the Indenture Trustee for
      any action taken, suffered or omitted by it as Indenture Trustee, the filing
      by
      any party litigant in such suit of an undertaking to pay the costs of such
      suit,
      and that such court may in its discretion assess reasonable costs, including
      reasonable attorneys' fees, against any party litigant in such suit, having
      due
      regard to the merits and good faith of the claims or defenses made by such
      party
      litigant; but the provisions of this Section shall not apply to (a) any suit
      instituted by the Indenture Trustee, (b) any suit instituted by any Noteholders,
      or groups of Noteholders, in each case holding in the aggregate more than 10%
      of
      the outstanding Note Balance 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
      (or,
      in the case of redemption, on or after the Redemption Date).

     

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

     

    SECTION
      5.16.  Action
      on Notes.
      The Indenture Trustee's right to seek and recover judgment on the Notes or
      under
      this Indenture shall not be affected by the seeking, obtaining or application
      of
      any other relief under or with respect to this Indenture. Neither the lien
      of
      this Indenture nor any rights or remedies of the Indenture Trustee 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 Pledged Property or upon any of the assets of the
      Issuer.

     

    SECTION
      5.17.  Performance
      and Enforcement of Certain Obligations.
      (a)   Promptly following a request from the Indenture Trustee
      upon the direction of the Servicer to do so and at the Issuer's expense, the
      Issuer agrees to take all such lawful action as the Indenture Trustee may
      request to compel or secure the performance and observance by the Transferor
      and
      the Servicer, as applicable, of each of their obligations to the Issuer under
      or
      in connection with the Sale and Servicing Agreement in accordance with the
      terms
      thereof, and to exercise any and all rights, remedies, powers and privileges
      lawfully available to the Issuer under or in connection with the Sale and
      Servicing Agreement to the extent and in the manner directed by the Indenture
      Trustee, including the transmission of notices of default on the part of the
      Transferor or the Servicer thereunder and the institution of legal or
      administrative actions or proceedings to compel or secure performance by the
      Transferor or the Servicer of each of their obligations under the Sale and
      Servicing Agreement.

    


    (b)    If
      the
      Indenture Trustee is the Controlling Party and if an Event of Default has
      occurred and is continuing, the Indenture Trustee may, and, at the written
      direction of the Holders of 66-2/3% of the outstanding Note Balance shall,
      subject to Article VI, exercise all rights, remedies, powers, privileges and
      claims of the Issuer against the Transferor or the Servicer under or in
      connection with the Sale and Servicing Agreement, including the right or power
      to take any action to compel or secure performance or observance by the
      Transferor or the Servicer of each of their obligations to the Issuer thereunder
      and to give any consent, request, notice, direction, approval, extension or
      waiver under the Sale and Servicing Agreement, and any right of the Issuer
      to
      take such action shall be suspended.

     

    
      
        
        

      

      
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    SECTION
      5.18.  [Subrogation. 

    


    The
      Note
      Insurer shall, to the extent it makes any payment with respect to the Notes,
      become subrogated to the rights of the recipients of such payments to the extent
      of such payments. Subject to and conditioned upon any payment with respect
      to
      the Notes by or on behalf of the Note Insurer, each Noteholder shall be deemed,
      without further action, to have directed the Indenture Trustee to assign to
      the
      Note Insurer all rights to the payment of interest or principal with respect
      to
      the Notes which are then due for payment to the extent of all payments made
      by
      the Note Insurer and the Note Insurer may exercise any option, vote, right,
      power or the like with respect to the Notes to the extent that it has made
      payment pursuant to the Note Policy. Notwithstanding the foregoing, the order
      of
      priority of payments to be made pursuant to Section 5.6(c) of the Sale and
      Servicing Agreement shall not be modified by this clause (c). To evidence such
      subrogation, the Note Registrar shall note the Note Insurer's rights as subrogee
      upon the register of Noteholders upon receipt from the Note Insurer of proof
      of
      payment by the Note Insurer of any Interest Payment Amount or Principal Payment
      Amount.]

     

    SECTION
      5.19.  [Preference
      Claims; Direction of Proceedings.

    


    (a)    In
      the
      event that the Indenture Trustee has received a certified copy of an order
      of
      the appropriate court that any Scheduled Payment paid on a Note has been avoided
      in whole or in part as a preference payment under applicable bankruptcy law,
      the
      Indenture Trustee shall so notify the Note Insurer, shall comply with the
      provisions of the Note Policy to obtain payment by the Note Insurer of such
      avoided payment, and shall, at the time it provides notice to the Note Insurer,
      notify Holders of the Notes by mail that, in the event that any Noteholder's
      payment is so recoverable, such Noteholder will be entitled to payment pursuant
      to the terms of the Note Policy. Pursuant to the terms of the Note Policy,
      the
      Note Insurer will make such payment on behalf of the Noteholder to the receiver,
      conservator, debtor-in-possession or trustee in bankruptcy named in the Order
      (as defined in the Note Policy) and not to the Indenture Trustee or any
      Noteholder directly (unless a Noteholder has previously paid such payment to
      the
      receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which
      case the Note Insurer will make such payment to the Indenture Trustee for
      payment, in accordance with the instructions to be provided by the Note Insurer,
      to such Noteholder upon proof of such payment reasonably satisfactory to the
      Note Insurer).

    


    (b)    Each
      Notice of Claim shall provide that the Indenture Trustee, on its behalf and
      on
      behalf of the Noteholders, thereby appoints the Note Insurer as agent and
      attorney-in-fact for the Indenture Trustee and each Noteholder in any legal
      proceeding with respect to the Notes. The Indenture Trustee shall promptly
      notify the Note Insurer of any proceeding or the institution of any action
      (of
      which a Responsible Officer of the Indenture Trustee has actual knowledge)
      seeking the avoidance as a preferential transfer under applicable bankruptcy,
      insolvency, receivership, rehabilitation or similar law (a "Preference Claim")
      of any payment made with respect to the Notes. Each Holder of Notes, by its
      purchase of Notes, and the Indenture Trustee hereby agree that so long as a
      Note
      Insurer Default shall not have occurred and be continuing, the Note Insurer
      may
      at any time during the continuation of any proceeding relating to a Preference
      Claim direct all matters relating to such Preference Claim including, without
      limitation, (i) the direction of any appeal of any order relating to any
      Preference Claim and (ii) the posting of any surety, supersedeas or performance
      bond pending any such appeal at the expense of the Note Insurer, but subject
      to
      reimbursement as provided in the Insurance Agreement. In addition, and without
      limitation of the foregoing, the Note Insurer shall be subrogated to, and each
      Noteholder and the Indenture Trustee hereby delegate and assign, to the fullest
      extent permitted by law, the rights of the Indenture Trustee and each Noteholder
      in the conduct of any proceeding with respect to a Preference Claim, including,
      without limitation, all rights of any party to an adversary proceeding action
      with respect to any court order issued in connection with any such Preference
      Claim.]

    


    
      
        
        

      

      
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    ARTICLE
      VI

    


    The
      Indenture Trustee

     

    SECTION
      6.1.  Duties
      of Indenture Trustee.
      (a) The Indenture Trustee, both prior to the occurrence of an Event of Default
      and after an Event of Default shall have been cured or waived, shall undertake
      to perform such duties and only such duties as are specifically set forth in
      this Indenture. If an Event of Default shall have occurred and shall not have
      been cured or waived, the Indenture Trustee may, and at the direction of [the
      Note Insurer (or, if a Note Insurer Default shall have occurred and is
      continuing,] the Noteholders), shall exercise such of the rights and powers
      vested in it by this Indenture and shall 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 its own affairs.

    


    (b)    The
      Indenture Trustee, upon receipt of all resolutions, certificates, statements,
      opinions, reports, documents, orders or other instruments furnished to the
      Indenture Trustee that shall be specifically required to be furnished pursuant
      to any provision of this Indenture, shall examine them to determine whether
      they
      conform to the requirements of this Indenture; provided,
      however,
      that
      the Indenture Trustee shall not be responsible for the accuracy or content
      of
      any such resolution, certificate, statement, opinion, report, document, order
      or
      other instrument. If any such instrument is found not to conform in any material
      respect to the requirements of this Indenture, the Indenture Trustee shall
      notify [the Note Insurer and] the Noteholders of such instrument in the event
      that the Indenture Trustee, after so requesting, does not receive a
      satisfactorily corrected instrument.

    


    (c)    The
      Indenture Trustee shall take and maintain custody of the Schedule of Receivables
      included as Schedule A to the Sale and Servicing Agreement and shall retain
      copies of all Servicer's Certificates prepared thereunder.

    


    (d)    No
      provision of this Indenture shall be construed to relieve the Indenture Trustee
      from liability for its own negligent action, its own negligent failure to act,
      or its own bad faith; provided,
      however,
      that:

    


    
      
        
        

      

      
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    (i) Prior
      to
      the occurrence of an Event of Default and after the curing or waiving of all
      such Events of Default that may have occurred, the duties and obligations of
      the
      Indenture Trustee shall be determined solely by the express provisions of this
      Indenture, the Indenture Trustee shall not be liable except for the performance
      of such duties and obligations as shall be specifically set forth in this
      Indenture, no implied covenants or obligations shall be read into this Indenture
      against the Indenture Trustee and, in the absence of bad faith on the part
      of
      the Indenture Trustee, the Indenture Trustee may conclusively rely on the truth
      of the statements and the correctness of the opinions expressed in any
      certificates or opinions furnished to the Indenture Trustee and conforming
      to
      the requirements of this Indenture;

    


    (ii) The
      Indenture Trustee shall not be liable for an error of judgment made in good
      faith by a Responsible Officer, unless it shall be proved that the Indenture
      Trustee shall have been negligent in ascertaining the pertinent
      facts;

    


    (iii) The
      Indenture Trustee shall not be liable with respect to any action taken,
      suffered, or omitted to be taken in good faith in accordance with this Indenture
      or at the direction of [the Note Insurer or, after a Note Insurer Default,]
      the
      Noteholders evidencing not less than 25% of the Note Balance, relating to the
      time, method, and place of conducting any proceeding for any remedy available
      to
      the Indenture Trustee, or exercising any trust or power conferred upon the
      Indenture Trustee, under this Indenture;

    


    (iv) The
      Indenture Trustee shall not be charged with knowledge of any Event of Default,
      unless a Responsible Officer of the Indenture Trustee receives written notice
      of
      such Event of Default from the Servicer or the Transferor, as the case may
      be,
      [the Note Insurer or, after a Note Insurer Default,] the Noteholders evidencing
      not less than 25% of the Note Balance (such notice shall constitute actual
      knowledge of an Event of Default by the Indenture Trustee); and

    


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

    


    (e)    The
      Indenture Trustee may, but shall not be required to, expend or risk its own
      funds or otherwise incur financial liability in the performance of any of its
      duties hereunder, or in the exercise of any of its rights or powers, unless
      it
      shall have been provided with indemnity against such risk or liability in form
      and substance satisfactory to the Indenture Trustee, 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 Servicer under this Indenture except during such time, if
      any, as the Indenture Trustee, in its capacity as Back-up Servicer, shall be
      the
      successor to, and be vested with the rights, duties, powers, and privileges
      of,
      the Servicer in accordance with the terms of the Sale and Servicing
      Agreement.

    


    (f)    Except
      for actions expressly authorized by this Indenture, the Indenture Trustee shall
      take no action reasonably likely to impair the security interests created or
      existing under any Receivable or Financed Vehicle or to impair the value of
      any
      Receivable or Financed Vehicle.

    


    
      
        
        

      

      
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    (g)    All
      information obtained by the Indenture Trustee regarding the Obligors and the
      Receivables, whether upon the exercise of its rights under this Indenture or
      otherwise, shall be maintained by the Indenture Trustee in confidence and shall
      not be disclosed to any other Person; provided
      that,
      nothing herein shall prevent the Indenture Trustee from delivering copies of
      such information whether or not constituting confidential information, and
      disclosing other information, whether or not confidential information to (i)
      its
      directors, officers, employees, agents and professional consultants to the
      extent necessary to carry on the Indenture Trustee's business in the ordinary
      course, (ii) any Noteholder [or the Note Insurer] to the extent that such
      Noteholder [or the Note Insurer] is entitled to such information under this
      Indenture, but not otherwise, (iii) any governmental authority which
      specifically requests (or as to which applicable regulations require) such
      information, (iv) any nationally recognized rating agency in connection with
      the
      rating of the Notes by such agency, or (v) any other Person to which such
      delivery or disclosure may be necessary or appropriate, (a) in compliance with
      any applicable law, rule, regulation or order, (b) in response to any subpoena
      or other legal process, (c) in connection with any litigation to which the
      Indenture Trustee is a party, or (d) in order to protect or enforce the rights
      of the Noteholders [and the Note Insurer] under the Trust established
      hereunder.

    


    (h)    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.

    


    (i)    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.

    


    (j)    The
      Indenture Trustee shall, and hereby agrees that it will, perform all of the
      obligations and duties required of it under the Sale and Servicing
      Agreement.

    


    (k)    [The
      Indenture Trustee shall, and hereby agrees that it will, hold the Note Policy
      in
      trust, and will hold any proceeds of any claim on the Note Policy in trust,
      solely for the use and benefit of the Noteholders.]

    


    (l)    Without
      limiting the generality of this Section 6.1, the Indenture Trustee shall have
      no
      duty (i) to see to any recording, filing or depositing of this Indenture or
      any
      agreement referred to herein or any financing statement evidencing a security
      interest in the Financed Vehicles, or to see to the maintenance of any such
      recording or filing or depositing or to any recording, refiling or redepositing
      of any thereof, (ii) to see to any insurance of the Financed Vehicles or
      Obligors or to effect or maintain any such insurance, (iii) to see to the
      payment or discharge of any tax, assessment or other governmental charge or
      any
      Lien or encumbrance of any kind owing with respect to, assessed or levied
      against any part of the Pledged Property, (iv) to confirm or verify the contents
      of any reports or certificates delivered to the Indenture Trustee pursuant
      to
      this Indenture or the Sale and Servicing Agreement believed by the Indenture
      Trustee to be genuine and to have been signed or presented by the proper party
      or parties, or (v) to inspect the Financed Vehicles at any time or ascertain
      or
      inquire as to the performance of observance of any of the Issuer's, the
      Transferor's or the Servicer's representations, warranties or covenants or
      the
      Servicer's duties and obligations as Servicer and as custodian of the Receivable
      Files under the Sale and Servicing Agreement.

    


    
      
        
        

      

      
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    (m)    In
      no
      event shall [Name of indenture trustee], in any of its capacities hereunder,
      be
      deemed to have assumed any duties of the Owner Trustee under the Delaware
      Business Trust Statute, common law, or the Trust Agreement.

    


    (n)    The
      Indenture Trustee shall not be required to give any bond or surety in respect
      of
      the powers granted to it under this Indenture.

    SECTION
      6.2.  Rights
      of
      Indenture Trustee.

    


    Except
      as
      otherwise provided in Section 6.1(b):

    


    (i) The
      Indenture Trustee may rely and shall be protected in acting or refraining from
      acting upon any resolution, Officer's Certificate, Servicer's Certificate,
      certificate of auditors, or any other Opinion of Counsel, certificate,
      statement, instrument, opinion, report, notice, request, consent, order,
      appraisal, bond, or other paper or document believed by it to be genuine and
      to
      have been signed or presented by the proper party or parties.

    


    (ii) The
      Indenture Trustee may consult with counsel, and any written advice or Opinion
      of
      Counsel shall be full and complete authorization and protection in respect
      of
      any action taken or suffered or omitted by it under this Indenture in good
      faith
      and in accordance with such written advice or Opinion of Counsel.

    


    (iii) 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 under this Indenture or in relation to this Indenture, at the
      request, order or direction of any of the Noteholders [or the Note Insurer]
      pursuant to the provisions of this Indenture, unless such Noteholders [or the
      Note Insurer] shall have offered to the Indenture Trustee reasonable security
      or
      indemnity in form and substance reasonably satisfactory to the Indenture Trustee
      against the costs, expenses, and liabilities that may be incurred therein or
      thereby; nothing contained in this Indenture, however, shall relieve the
      Indenture Trustee of the obligations, upon the occurrence of an Event of Default
      (that shall not have been cured or waived), to exercise such of the rights
      and
      powers vested in it by this Indenture, and to 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 its own affairs.

    


    (iv) The
      Indenture Trustee shall not be bound to make any investigation into the facts
      or
      matters stated in any resolution, certificate, statement, instrument, opinion,
      report, notice, request, consent, order, approval, bond, or other paper or
      document, unless requested in writing to do so by [the Note Insurer (if no
      Note
      Insurer Default shall have occurred or be continuing),] the Issuer or by the
      Noteholders evidencing not less than 25% of the Note Balance; provided,
      however,
      that, if
      the payment within a reasonable time to the Indenture Trustee of the costs,
      expenses, or liabilities likely to be incurred by it in the making of such
      investigation shall be, in the opinion of the Indenture Trustee, not assured
      to
      the Indenture Trustee by the security afforded to it by the terms of this
      Indenture, the Indenture Trustee may require indemnity in form and substance
      satisfactory to it against such cost, expense, or liability as a condition
      to so
      proceeding. The reasonable expense of every such examination shall be paid
      by
      the Person making such request or, if paid by the Indenture Trustee, shall
      be
      reimbursed by the Person making such request upon demand.

    


    
      
        
        

      

      
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    (v) The
      Indenture Trustee may execute any of the trusts or powers hereunder or perform
      any duties under this Indenture either directly or by or through agents or
      attorneys or a custodian. The Indenture Trustee shall not be responsible for
      any
      misconduct or negligence of any such agent or custodian appointed with due
      care
      by it hereunder, or of any agent or custodian of the Servicer in its capacity
      as
      Servicer or custodian or otherwise.

    


    (vi) The
      Indenture Trustee shall have no duty of independent inquiry, and the Indenture
      Trustee may rely upon the representations and warranties and covenants of the
      Transferor and the Servicer contained in the Basic Documents with respect to
      the
      Receivables and the Receivable Files.

    


    (vii) The
      Indenture Trustee may rely, as to factual matters relating to the Transferor
      or
      the Servicer, on an Officer's Certificate of the Transferor or Servicer,
      respectively.

    


    (viii) The
      Indenture Trustee shall not be required to take any action or refrain from
      taking any action under this Indenture, or any related documents referred to
      herein, nor shall any provision of this Indenture, or any such related document
      be deemed to impose a duty on the Indenture Trustee to take action, if the
      Indenture Trustee shall have been advised by counsel that such action is
      contrary to (i) the terms of this Indenture, (ii) any such related document
      or
      (iii) law.

     

    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-Note Paying Agent
      may
      do the same with like rights.

     

    SECTION
      6.4.  Indenture
      Trustee's Disclaimer.
      The recitals contained herein shall be taken as the statements of the Issuer
      and
      the Indenture Trustee does not assume any responsibility for the correctness
      thereof. The Indenture Trustee shall not make any representations as to the
      validity or sufficiency of this Indenture, the Notes, or of any Receivable
      or
      related document. The Indenture Trustee shall not at any time have any
      responsibility or liability for or with respect to the validity or adequacy
      of
      this Indenture, the Trust Assets or the Notes; it shall not be accountable
      for
      the Issuer's use of the proceeds from the Notes; and it shall not be responsible
      for any statement of the Issuer in the Indenture or in any document issued
      in
      connection with the sale of the Notes or in the Notes; provided,
      however,
      that the
      foregoing shall not relieve either the Indenture Trustee of its obligation
      to
      perform its duties under this Indenture. Except with respect to a claim based
      on
      the failure of the Indenture Trustee to perform its duties under this Indenture
      or based on the Indenture Trustee's negligence or willful misconduct, no
      recourse shall be had for any claim based on any provision of this Indenture,
      the Notes, or any Receivable or assignment thereof against the Indenture Trustee
      in its individual capacity, the Indenture Trustee shall not have any personal
      obligation, liability, or duty whatsoever to any Noteholder or any other Person
      with respect to any such claim, and any such claim shall be asserted solely
      against the Issuer or any indemnitor who shall furnish indemnity as provided
      in
      this Indenture. The Indenture Trustee shall not be accountable for the use
      or
      application by the Issuer of any of the Notes or of the proceeds of such Notes,
      or for the use or application of any funds paid to the Servicer in respect
      of
      the Receivables.

     

    
      
        
        

      

      
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    SECTION
      6.5.  Notice
      of Defaults.
      If an Event of Default or a Servicing Termination Event under the Sale and
      Servicing Agreement occurs and is continuing and if it is either known by,
      or
      written notice of the existence thereof has been delivered to, a Responsible
      Officer of the Indenture Trustee, the Indenture Trustee shall mail to each
      Noteholder notice of the Event of Default or Servicer Termination Event within
      ninety (90) days after such knowledge or notice 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 two or more
      of
      its Responsible Officers in good faith determines that withholding the notice
      is
      in the interests of Noteholders.

     

    SECTION
      6.6.  Reports
      by Indenture Trustee to Holders.
      The Indenture Trustee shall deliver to each Noteholder such information as
      may
      be reasonably required to enable such Holder to prepare its federal and state
      income tax returns.

     

    SECTION
      6.7.  Compensation
      and Indemnity.
      (a) Pursuant to Section 5.6(c) of the Sale and Servicing Agreement, the Issuer
      shall pay to the Indenture Trustee from time to time compensation for its
      services The Indenture Trustee, in its capacities, as Indenture Trustee, Trust
      Collateral Agent and Custodian, shall be entitled to receive the Indenture
      Trustee Fee on each Payment Date. The Indenture Trustee's compensation shall
      not
      be limited by any law on compensation of a trustee of an express trust. Pursuant
      to Section 5.6(c) of the Sale and Servicing Agreement, the Issuer shall
      reimburse the Indenture Trustee and the Trust Collateral Agent for all
      reasonable out-of-pocket expenses incurred or made by it, including costs of
      collection, in addition to the compensation for its services. Such expenses
      shall include the reasonable compensation and expenses and disbursements of
      the
      Indenture Trustee's, the Back-up Servicer's, the Custodian's, [the Collateral
      Agent's] and the Trust Collateral Agent's agents, counsel, accountants and
      experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee,
      the Trust Collateral Agent, the Back-up Servicer, the Custodian, [the Collateral
      Agent] and their respective officers, directors, employees and agents against
      any and all loss, liability or expense (including attorneys' fees and expenses)
      incurred by each of them in connection with the acceptance or the administration
      of this trust and the performance of its duties under the Basic Documents.
      The
      Indenture Trustee, the Trust Collateral Agent, the Custodian, [the Collateral
      Agent] or the Back-up Servicer shall notify the Issuer and the Servicer promptly
      of any claim for which it may seek indemnity. Failure by the Indenture Trustee,
      the Back-up Servicer, the Custodian, [the Collateral Agent] or the Trust
      Collateral Agent to so notify the Issuer and the Servicer shall not relieve
      the
      Issuer of its obligations hereunder or the Servicer of its obligations under
      Article XII of the Sale and Servicing Agreement. The Issuer shall cause the
      Servicer to defend any such claim, the Indenture Trustee, Trust Collateral
      Agent, the Custodian, [the Collateral Agent] or the Back-up Servicer may have
      separate counsel and the Issuer shall cause the Servicer to pay the fees and
      expenses of such counsel. Neither the Issuer nor the Servicer need reimburse
      any
      expense or indemnify against any loss, liability or expense incurred by the
      Indenture Trustee, the Back-up Servicer, the Custodian, [the Collateral Agent]
      or Trust Collateral Agent through the Indenture Trustee's, the Back-up
      Servicer's, the Custodian's, [the Collateral Agent's] or Trust Collateral
      Agent's own willful misconduct, negligence or bad faith.

    


    
      
        
        

      

      
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    (b)    The
      Issuer's payment obligations pursuant to this Section shall survive the
      discharge of this Indenture or the earlier resignation or removal of the
      Indenture Trustee. When the Indenture Trustee, the Trust Collateral Agent,
      the
      Custodian or the Back-up Servicer 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. Notwithstanding anything else set forth in this
      Indenture or the Basic Documents, the Indenture Trustee agrees that the
      obligations of the Issuer (but not the Servicer) to the Indenture Trustee
      hereunder and under the Basic Documents shall be recourse to the Pledged
      Property only and specifically shall not be recourse to the assets of the
      Certificateholder or any Noteholder. In addition, the Indenture Trustee agrees
      that its recourse to the Issuer, the Pledged Property, the Transferor [and
      amounts held pursuant of the Spread Account Agreement] shall be limited to
      the
      right to receive the payments referred to in Section 5.6(c) and (d) of the
      Sale
      and Servicing Agreement.

     

    SECTION
      6.8.  Replacement
      of Indenture Trustee.
      The Indenture Trustee may resign at any time by so notifying the Issuer [and
      the
      Note Insurer]. To the extent that the Indenture Trustee resigns hereunder,
      the
      Trust Collateral Agent and the Custodian shall resign under the Sale and
      Servicing Agreement [and the Collateral Agent shall resign under the Spread
      Account Agreement]. The Issuer may [and, at the request of the Note Insurer
      (unless a Note Insurer Default shall have occurred and be continuing) shall,]
      remove the Indenture Trustee, if:

    


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

    


    (ii) a
      court
      having jurisdiction in the premises in respect of the Indenture Trustee in
      an
      involuntary case or proceeding under federal or state banking or bankruptcy
      laws, as now or hereafter constituted, or any other applicable federal or state
      bankruptcy, insolvency or other similar law, shall have entered a decree or
      order granting relief or appointing a receiver, liquidator, assignee, custodian,
      trustee, conservator, sequestrator (or similar official) for the Indenture
      Trustee or for any substantial part of the Indenture Trustee's property, or
      ordering the winding-up or liquidation of the Indenture Trustee's
      affairs;

    


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

    


    (iv) the
      Indenture Trustee commences a voluntary case under any federal or state banking
      or bankruptcy laws, as now or hereafter constituted, or any other applicable
      federal or state bankruptcy, insolvency or other similar law, or consents to
      the
      appointment of or taking possession by a receiver, liquidator, assignee,
      custodian, trustee, conservator, sequestrator (or other similar official) for
      the Indenture Trustee or for any substantial part of the Indenture Trustee's
      property, or makes any assignment for the benefit of creditors or fails
      generally to pay its debts as such debts become due or takes any corporate
      action in furtherance of any of the foregoing;

    


    
      
        
        

      

      
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    (v) the
      Trust
      Collateral Agent resigns or is removed in accordance with Section 10.8 of the
      Sale and Servicing Agreement;

    


    (vi) [the
      Collateral Agent resigns or is removed in accordance with the Spread Account
      Agreement];

    


    (vii) the
      Back-up Servicer is removed in accordance with Section 8.5 of the Sale and
      Servicing Agreement; or

    


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

    


    If
      the
      Indenture Trustee resigns or is removed or if a vacancy exists in the office
      of
      the 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 and Trust Collateral Agent [acceptable
      to
      the Note Insurer (so long as a Note Insurer Default shall not have occurred
      and
      be continuing)]. If the Issuer fails to appoint such a successor Indenture
      Trustee and Trust Collateral Agent, the Controlling Party may appoint a
      successor Indenture Trustee and Trust Collateral Agent.

    


    A
      successor Indenture Trustee shall deliver a written acceptance of its
      appointment to the retiring Indenture Trustee, [the Note Insurer (provided
      that
      no Insurer Default shall have occurred and be continuing)] and to the Issuer.
      Thereupon the resignation or removal of the retiring Indenture Trustee shall
      become effective, and the successor Indenture Trustee shall have all the rights,
      powers and duties of the retiring Indenture Trustee under this Indenture subject
      to satisfaction of the Rating Agency Condition. The successor Indenture Trustee
      shall mail a notice of its succession to Noteholders. The retiring Indenture
      Trustee shall promptly transfer all property held by it as Indenture Trustee
      to
      the successor Indenture Trustee.

    


    If
      a
      successor Indenture Trustee does not take office within sixty (60) days after
      the retiring Indenture Trustee resigns or is removed, the retiring Indenture
      Trustee, the Issuer [or the Note Insurer (so long as no Note Insurer Default
      has
      occurred and is continuing)] or the Majorityholders [(if a Note Insurer Default
      has occurred and is continuing)] may petition any court of competent
      jurisdiction for the appointment of a successor Indenture Trustee.

    


    If
      the
      Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition
      any court of competent jurisdiction for the removal of the Indenture Trustee
      and
      the appointment of a successor Indenture Trustee.

    


    Any
      resignation or removal of the Indenture Trustee and appointment of a successor
      Indenture Trustee pursuant to any of the provisions of this Section shall not
      become effective until acceptance of appointment by the successor Indenture
      Trustee pursuant to this Section and payment of all fees and expenses owed
      to
      the retiring Indenture Trustee.

    


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

     

    
      
        
        

      

      
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    SECTION
      6.9.  Successor
      Indenture Trustee by Merger.
      If the Indenture Trustee consolidates with, merges or converts into, or
      transfers all or substantially all its corporate trust business or assets to,
      another corporation or banking association, the resulting, surviving or
      transferee corporation without any further act shall be the successor Indenture
      Trustee. The Indenture Trustee shall provide the Rating Agencies with written
      notice of any such transaction and shall mail notice of such merger or
      consolidation to the Rating Agencies.

    


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

     

    SECTION
      6.10.  Appointment
      of Co-Trustee or Separate Trustee.
      (a)  Notwithstanding any other provisions of this Indenture, at any
      time, for the purpose of meeting any legal requirement of any jurisdiction
      in
      which any part of the Trust may at the time be located, the Indenture Trustee
      [with the consent of the Note Insurer (so long as a Note Insurer Default shall
      not have occurred and be continuing)] shall have the power and may execute
      and
      deliver all instruments to appoint one or more Persons to act as a co-trustee
      or
      co-trustees, or separate trustee or separate trustees, of all or any part of
      the
      Trust, and to vest in such Person or Persons, in such capacity and for the
      benefit of the Noteholders, such title to the Trust, or any part hereof, and,
      subject to the other provisions of this Section, such powers, duties,
      obligations, rights and trusts as the Indenture Trustee may consider necessary
      or desirable. No co-trustee or separate trustee hereunder shall be required
      to
      meet the terms of eligibility as a successor Indenture Trustee under Section
      6.11 and no notice to Noteholders of the appointment of any co-trustee or
      separate trustee shall be required under Section 6.8 hereof.

    


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

    


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

    


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

    


    
      
        
        

      

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

    


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

    


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

    


    (e)    Any
      and
      all amounts relating to the fees and expenses of the co-trustee or separate
      trustee will be borne by the Pledged Property.

     

    SECTION
      6.11.  Eligibility.

    


    The
      Indenture Trustee under this Indenture shall at all times satisfy the
      requirements of TIA §  310(a); have a combined capital and surplus of at
      least $50,000,000 and subject to supervision or examination by Federal or State
      authorities [satisfactory to the Note Insurer]; and have a rating, both with
      respect to long-term and short-term unsecured obligations, of not less than
      investment grade by each Rating Agency. If such corporation shall publish
      reports of condition at least annually, pursuant to law or to the requirements
      of the aforesaid supervising or examining authority, then for the purpose of
      this Section 6.11, the combined capital and surplus of such corporation shall
      be
      deemed to be its combined capital and surplus as set forth in its most recent
      report of condition so published. The Indenture Trustee shall comply with TIA
      § 310(b), including the optional provision permitted by the second sentence
      of TIA § 310(b)(9); provided,
      however,
      that
      there shall be excluded from the operation of TIA § 310(b)(1) any indenture
      or indentures under which other securities of the Issuer are outstanding if
      the
      requirements for such exclusion set forth in TIA § 310(b)(1) are met. In
      case at any time the Indenture Trustee shall cease to be eligible in accordance
      with the provisions of this Section 6.11, the Indenture Trustee shall resign
      immediately in the manner and with the effect specified in Section
      6.8.

     

    SECTION
      6.12.  Representations
      and Warranties of the Indenture Trustee.
      The Indenture Trustee represents and warrants to the Issuer and to [each of]
      the
      Indenture Trustee [and the Note Insurer] as follows:

    


    
      
        
        

      

      
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    (a)    Due
      Organization.
      The
      Indenture Trustee is a __________ in good standing under the laws of _________
      and is duly authorized and licensed under applicable law to conduct its business
      as presently conducted.

    


    (b)    Corporate
      Power.
      The
      Indenture Trustee has all requisite right, power and authority to execute and
      deliver this Indenture and to perform all of its duties as Indenture Trustee
      hereunder.

    


    (c)    Due
      Authorization.
      The
      execution and delivery by the Indenture Trustee of this Indenture and the other
      Basic Documents to which it is a party, and the performance by the Indenture
      Trustee of its duties hereunder and thereunder, have been duly authorized by
      all
      necessary corporate proceedings and no further approvals or filings, including
      any governmental approvals, are required for the valid execution and delivery
      by
      the Indenture Trustee, or the performance by the Indenture Trustee, of this
      Indenture and such other Basic Documents.

    


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

     

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

     

    SECTION
      6.14.  Control
      by the Controlling Party.
      The Indenture Trustee shall comply with notices and instructions given by the
      Issuer only if accompanied by the written consent of the Controlling Party,
      except that if any Event of Default shall have occurred and be continuing,
      the
      Indenture Trustee shall act upon and comply with notices and instructions given
      by the Controlling Party alone in the place and stead of the
      Issuer.

     

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

    


    ARTICLE
      VII

    


    Noteholders'
      Lists and Communications

     

    SECTION
      7.1.  Issuer
      To Furnish To Trustee Names and Addresses of Noteholders.
      The Issuer will furnish or cause to be furnished to the Indenture Trustee (a)
      not more than five days after the earlier of (i) each Record Date and (ii)
      three
      months after the last Record Date, a list, in such form as the Indenture Trustee
      may reasonably require, of the names and addresses of the Holders as of such
      Record Date, (b) at such other times as the Indenture Trustee may request in
      writing, within thirty (30) days after receipt by the Issuer of any such
      request, a list of similar form and content as of a date not more than 10 days
      prior to the time such list is furnished; provided,
      however,
      that so
      long as the Indenture Trustee is the Note Registrar, no such list shall be
      required to be furnished. [The Indenture Trustee or, if the Indenture Trustee
      is
      not the Note Registrar, the Issuer shall furnish to the Note Insurer in writing
      on an annual basis on each June 30 and at such other times as the Note Insurer
      may request a copy of the list.]

     

    
      
        
        

      

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

    


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

    


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

     

    SECTION
      7.3.  Reports
      by Issuer.

    


    (a)    The
      Issuer shall:

    


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

    


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

    


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

    


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

     

    SECTION
      7.4.  Reports
      by Indenture Trustee.
      If required by TIA § 313(a), within 60 days after each May 31, beginning
      with May 31, 20__, the Indenture Trustee shall mail to each Noteholder as
      required by TIA § 313(c) a brief report dated as of such date that complies
      with TIA § 313(a). The Indenture Trustee also shall comply with TIA
§ 313(b).

    


    
      
        
        

      

      
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    A
      copy of
      each report at the time of its mailing to Noteholders shall be filed by the
      Indenture Trustee with the Commission and each stock exchange, if any, on which
      the Notes are listed. The Issuer shall notify the Indenture Trustee if and
      when
      the Notes are listed on any stock exchange.

    


    ARTICLE
      VIII

    


    Collection
      of Money; Releases

     

    SECTION
      8.1.  Collection
      of Money.
      Except as otherwise expressly provided herein, the Indenture Trustee may demand
      payment or delivery of, and shall receive and collect, directly and without
      intervention or assistance of any fiscal agent or other intermediary, all money
      and other property payable to or receivable by the Indenture Trustee pursuant
      to
      this Indenture and the Sale and Servicing Agreement. The Indenture Trustee
      shall
      apply all such money received by it, or cause the Trust Collateral Agent to
      apply all money received by it, as provided in this Indenture and the Sale
      and
      Servicing Agreement. Except as otherwise expressly provided in this Indenture
      or
      in the Sale and Servicing Agreement, if any default occurs in the making of
      any
      payment or performance under any agreement or instrument that is part of the
      Pledged Property, 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.  Release
      of Pledged Property.
      (a) Subject to the payment of its fees and expenses and other amounts pursuant
      to Section 6.7, 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, 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
      moneys.

    


    (b)    The
      Indenture Trustee shall, at such time as there are no Notes outstanding[, all
      amounts owing to the Note Insurer under the Basic Documents have been paid]
      and
      all sums due the Indenture Trustee pursuant to Section 6.7 have been paid,
      release the Pledged Property from the lien of this Indenture and release to
      the
      Issuer or any other Person entitled thereto any funds then on deposit in the
      Accounts. The Indenture Trustee shall release property from the lien of this
      Indenture pursuant to this Section 8.2(b) only upon receipt of an Issuer Request
      accompanied by an Officer's Certificate, an Opinion of Counsel and (if required
      by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and
      314(d)(1) meeting the applicable requirements of Section 11.1.

     

    SECTION
      8.3.  Opinion
      of Counsel.
      The Indenture Trustee shall receive at least seven days' notice when requested
      by the Issuer to take any action pursuant to Section 8.2(a), accompanied by
      copies of any instruments involved, and the Indenture Trustee shall also require
      as a condition to such action, an Opinion of Counsel in form and substance
      satisfactory to the Indenture Trustee, stating the legal effect of any such
      action, outlining the steps required to complete the same, and concluding that
      all conditions precedent to the taking of such action have been complied with
      and such action will not materially and adversely impair the security for the
      Notes or the 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 Pledged Property. Counsel rendering any such opinion may
      rely,
      without independent investigation, on the accuracy and validity of any
      certificate or other instrument delivered to the Indenture Trustee in connection
      with any such action.

    


    
      
        
        

      

      
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    ARTICLE
      IX

    


    Supplemental
      Indentures

     

    SECTION
      9.1.  Supplemental
      Indentures Without Consent of Noteholders.
      Without the consent of the Holders of any Notes but with [the prior written
      consent of the Note Insurer (unless a Note Insurer Default shall have occurred
      and be continuing) and with] prior notice to the Rating Agencies by the Issuer,
      as evidenced to the Indenture Trustee, the Issuer and the Indenture Trustee,
      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 TIA as in force at the date of the execution thereof), in
      form
      satisfactory to the Indenture Trustee, for any of the following
      purposes:

    


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

    


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

    


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

    


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

    


    (v) to
      cure
      any ambiguity, to correct or supplement any provision herein or in any
      supplemental indenture which may be inconsistent with any other provision herein
      or in any supplemental indenture or to make any other provisions with respect
      to
      matters or questions arising under this Indenture or in any supplemental
      indenture; provided
      that
      such action shall not adversely affect in any material respect the interests
      of
      the Holders of the Notes, as evidenced by satisfaction of the Rating Agency
      Condition with respect to such supplemental indenture;

    


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

    


    
      
        
        

      

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

    


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

     

    SECTION
      9.2.  Supplemental
      Indentures with Consent of Noteholders.
      The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also
      may, with prior notice to the Rating Agencies, [with the prior written consent
      of the Note Insurer (or, if a Note Insurer Default shall have occurred and
      be
      continuing, with the consent of the Majorityholders),] enter into an indenture
      or indentures supplemental hereto for the purpose of adding any provisions
      to,
      or changing in any manner or eliminating any of the provisions of, this
      Indenture or of modifying in any manner the rights of the Holders of the Notes
      under this Indenture; provided,
      however,
      that,
      [subject to the express rights of the Note Insurer under the Basic Documents,]
      no such supplemental indenture shall, without the consent of the Holder of
      each
      outstanding Note affected thereby:

    


    (i) change
      the date of payment of any installment of principal of or interest on any Note,
      or reduce the principal amount thereof, the Note Rate thereon or the Redemption
      Price with respect thereto, change the provision of this Indenture relating
      to
      the application of collections on, or the proceeds of the sale of, the Pledged
      Property to payment of principal of or interest on the Notes, or change any
      place of payment where, or the coin or currency in which, any Note or the
      interest thereon is payable;

    


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

    


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

    


    (iv) reduce
      the percentage of the outstanding Note Balance of the Notes required to direct
      the Indenture Trustee to direct the Issuer to sell or liquidate the Pledged
      Property pursuant to Section 5.4;

    


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

    


    
      
        
        

      

      
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    (vi) 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
      components of such 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

    


    (vii) 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 Pledged Property or, except as
      otherwise permitted or contemplated herein or in any of the Basic Documents,
      terminate the lien of this Indenture on any property at any time subject hereto
      or deprive the Holder of any Note of the security provided by the lien of this
      Indenture.

    


    The
      Indenture Trustee may determine whether or not any Notes would be affected
      by
      any supplemental indenture and any such determination shall be conclusive upon
      the Holders of all Notes, whether theretofore or thereafter authenticated and
      delivered hereunder. The Indenture Trustee shall not be liable for any such
      determination made in good faith.

    


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

    


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

     

    SECTION
      9.3.  Execution
      of Supplemental Indentures.
      In executing, or permitting the additional trusts created by, any supplemental
      indenture permitted by this Article IX or the amendments or modifications
      thereby of the trusts created by this Indenture, the Indenture Trustee shall
      be
      entitled to receive, 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. The Indenture Trustee may, but shall not be
      obligated to, enter into any such supplemental indenture that affects the
      Indenture Trustee's own rights, duties, liabilities or immunities under this
      Indenture or otherwise.

     

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

     

    
      
        
        

      

      
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    SECTION
      9.5.  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 Indenture
      Trustee shall, bear a notation in form approved by the Indenture Trustee as
      to
      any matter provided for in such supplemental indenture. If the Issuer or the
      Indenture Trustee shall so determine, new Notes so modified as to conform,
      in
      the opinion of the Indenture Trustee and the Issuer, to any such supplemental
      indenture may be prepared and executed by the Issuer and authenticated and
      delivered by the Indenture Trustee in exchange for Outstanding
      Notes.

     

    SECTION
      9.6.  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 TIA as
      then
      in effect so long as this Indenture shall then be qualified under the
      TIA.

    


    ARTICLE
      X

    


    Redemption
      of Notes

     

    SECTION
      10.1.  Redemption.
      The Notes are subject to redemption in whole, but not in part, by the
      Certificateholder on any Payment Date occurring on or after the date on which
      the outstanding Note Balance is less than or equal to 10% of the Initial Note
      Balance, at a price equal to the Redemption Price. If the Notes are to be
      redeemed pursuant to this Section 10.1(a), the Certificateholder will be
      required to furnish notice of such election to the Indenture Trustee not later
      than the end of the Collection Period for the related Payment Date and deposit
      with the Indenture Trustee in the Note Account the Redemption Price of the
      Notes
      to be redeemed[, plus any amounts owed to the Note Insurer under the Insurance
      Agreement]; whereupon all such Notes shall be due and payable on the Redemption
      Date upon the furnishing of a notice complying with Section 10.2 to each Holder
      of Notes. The Indenture Trustee shall furnish [the Note Insurer and] the Rating
      Agencies notice of such redemption.

     

    SECTION
      10.2.  Form
      of Redemption Notice.
      Notice of redemption under Section 10.1(a) shall be given by the Indenture
      Trustee by facsimile or by first-class mail, postage prepaid, transmitted or
      mailed prior to the applicable Redemption Date to each Holder of Notes, as
      of
      the close of business on the Record Date preceding the applicable Redemption
      Date, at such Holder's address appearing in the Note Register.

    


    All
      notices of redemption shall state:

    


    (i) the
      Redemption Date;

    


    (ii) the
      Redemption Price;

    


    (iii) that
      the
      Record Date otherwise applicable to such Redemption Date is not applicable
      and
      that payments shall be made only upon presentation and surrender of such Notes
      and the place where such Notes are to be surrendered for payment of the
      Redemption Price (which shall be the office or agency of the Issuer to be
      maintained as provided in Section 3.2); and

    


    (iv) that
      interest on the Notes shall cease to accrue on the Redemption Date.

    


    
      
        
        

      

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

     

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

    


    ARTICLE
      XI

    


    Miscellaneous

     

    SECTION
      11.1.  Compliance
      Certificates and Opinions, etc.(a)
      Upon
      any application or request by the Issuer to the Indenture Trustee to take any
      action under any provision of this Indenture, the Issuer shall furnish to the
      Indenture Trustee [and to the Note Insurer] (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, except that, in the case of any such application
      or request as to which the furnishing of such documents is specifically required
      by any provision of this Indenture, no additional certificate or opinion need
      be
      furnished.

    


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

    


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

    


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

    


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

    


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

    


    (b)    (i)
      Prior
      to
      the deposit of any Pledged Property or other property or securities with the
      Indenture Trustee that is to be made the basis for the release of any property
      or securities subject to the lien of this Indenture, the Issuer shall, in
      addition to any obligation imposed in Section 11.1(a) or elsewhere in this
      Indenture, furnish to the Indenture Trustee [and the Note Insurer] 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 Pledged Property or other property or securities to be so
      deposited.

    


    
      
        
        

      

      
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    (ii) Whenever
      the Issuer is required to furnish to the Indenture Trustee [and the Note
      Insurer] 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 [and the Note Insurer] 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 outstanding Note
      Balance of the Notes, 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%
      percent of the outstanding Note Balance of the Notes.

    


    (iii) Other
      than with respect to the release of any Purchased Receivables or Liquidated
      Receivables or any Receivable that has been paid in full by or on behalf of
      the
      related Obligor, whenever any property or securities are to be released from
      the
      lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee
      [and the Note Insurer] an Officer's Certificate certifying or stating the
      opinion of each person signing such certificate as to the fair value (within
      ninety (90) days of such release) of the property or securities proposed to
      be
      released and stating that in the opinion of such person the proposed release
      will not impair the security under this Indenture in contravention of the
      provisions hereof.

    


    (iv) Whenever
      the Issuer is required to furnish to the Indenture Trustee [and the Note
      Insurer] 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 [and the Note Insurer] an
      Independent Certificate as to the same matters if the fair value of the property
      or securities and of all other property other than Purchased Receivables and
      Defaulted Receivables, 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 outstanding Note Balance of the Notes, but such certificate need
      not
      be furnished in the case of any release of property or securities if the fair
      value thereof as set forth in the related Officer's Certificate is less than
      $25,000 or less than 1 percent of the then outstanding Note Balance of the
      Notes.

    


    (v) Notwithstanding
      Section 2.11 or any other provision of this Section, the Issuer may (A) collect,
      liquidate, sell or otherwise dispose of Receivables as and to the extent
      permitted or required by the Basic Documents and (B) make cash payments out
      of
      the Accounts as and to the extent permitted or required by the Basic
      Documents.

     

    
      
        
        

      

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

    


    Any
      certificate or opinion of an Authorized Officer of the Issuer may be based,
      insofar as it relates to legal matters, upon a certificate or opinion of, or
      representations by, counsel, unless such officer knows, or in the exercise
      of
      reasonable care should know, that the certificate or opinion or representations
      with respect to the matters upon which his or her certificate or opinion is
      based are erroneous. Any such certificate of an Authorized Officer or Opinion
      of
      Counsel may be based, insofar as it relates to factual matters, upon a
      certificate or opinion of, or representations by, an officer or officers of
      the
      Servicer, the Transferor or the Issuer, stating that the information with
      respect to such factual matters is in the possession of the Servicer, the
      Transferor or the Issuer, unless such counsel knows, or in the exercise of
      reasonable care should know, that the certificate or opinion or representations
      with respect to such matters are erroneous.

    


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

    


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

     

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

    


    
      
        
        

      

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

    


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

    


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

     

    SECTION
      11.4.  Notices,
      etc., to Indenture Trustee, Issuer and Rating Agencies.
      Any request, demand, authorization, direction, notice, consent, waiver or Act
      of
      Noteholders or other documents provided or permitted by this Indenture to be
      made upon, given or furnished to or filed with:

    


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

    


    (b)    The
      Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for
      every purpose hereunder if personally delivered, delivered by overnight courier
      or mailed certified mail, return receipt requested and shall deemed to have
      been
      duly given upon receipt to the Issuer addressed to: Long Beach Acceptance Auto
      Receivables Trust 20__-_, in care of [Name of owner trustee], _______________,
      _____________, ______, __________, Attention: _____________ (Telecopy: (___)
      ___-____), or at any other address previously furnished in writing to the
      Indenture Trustee by Issuer. The Issuer shall promptly transmit any notice
      received by it from the Noteholders to the Indenture Trustee.

    


    (c)    [The
      Note
      Insurer by the Issuer or the Indenture Trustee shall be sufficient for any
      purpose hereunder if in writing and mailed by registered mail or personally
      delivered or telexed or telecopied to the recipient as follows:

    


    To
      the
      Note Insurer:    [Name
      of
      note insurer]

    ___________
      

    _________,
      _______

    Attention:
      ____________

    Re:
      Long
      Beach Acceptance Auto Receivables

    Trust
      20__-_

    


    Telex
      No.: 

    Confirmation: 

    Telecopy
      Nos.: 

     

    


    [(In
      each
      case in which notice or other communication to the Note Insurer refers to an
      Event of Default, a claim on the Note Policy or with respect to which failure
      on
      the part of the Note Insurer to respond shall be deemed to constitute consent
      or
      acceptance, then a copy of such notice or other communication should also be
      sent to the attention of the General Counsel "URGENT
      MATERIAL ENCLOSED.")]]

    


    
      
        
        

      

      
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    Notices
      required to be given to the Rating Agencies by the Issuer, the Indenture Trustee
      or the Owner Trustee shall be in writing, personally delivered, delivered by
      overnight courier or mailed certified mail, return receipt requested to [(i)
      in
      the case of Moody's, at the following address: Moody's Investors Service, Inc.,
      99 Church Street, New York, New York 10004 and (ii) in the case of S&P, at
      the following address: Standard & Poor's Ratings Services, 55 Water Street,
      40th Floor, New York, New York 10041, Attention of Asset Backed Surveillance
      Department;] or as to each of the foregoing, at such other address as shall
      be
      designated by written notice to the other parties.

     

    SECTION
      11.5.  Notices
      to Noteholders; Waiver.
      Where this Indenture 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
      here in provided shall conclusively be presumed to have been duly
      given.

    


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

    


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

    


    Where
      this Indenture provides for notice to 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.  Effect
      of Headings and Table of Contents.
      The Article and Section headings herein and the Table of Contents are for
      convenience only and shall not affect the construction hereof.

     

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

     

    
      
        
        

      

      
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    SECTION
      11.8.  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
      11.9.  Benefits
      of Indenture.
      [The Note Insurer and its successors and assigns shall be third-party
      beneficiaries to the provisions of this Indenture, and shall be entitled to
      rely
      upon and directly to enforce such provisions of this Indenture so long as no
      Note Insurer Default shall have occurred and be continuing.] Nothing in this
      Indenture or in the Notes, express or implied, shall give to any Person, other
      than the parties hereto and their successors hereunder, and the Noteholders,
      and
      any other party secured hereunder, and any other person with an ownership
      interest in any part of the Pledged Property, any benefit or any legal or
      equitable right, remedy or claim under this Indenture. [The Note Insurer may
      disclaim any of its rights and powers under this Indenture (in which case the
      Indenture Trustee may exercise such right or power hereunder), but not its
      duties and obligations under the Note Policy, upon delivery of a written notice
      to the Indenture Trustee.]

     

    SECTION
      11.10.  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 an which
      nominally due, and no interest shall accrue for the period from and after any
      such nominal date.

     

    SECTION
      11.11.  GOVERNING
      LAW.
      THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
      OF
      NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
      OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
      IN
      ACCORDANCE WITH SUCH LAWS.

     

    SECTION
      11.12.  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
      11.13.  Recording
      of Indenture.
      If this Indenture is subject to recording in any appropriate public recording
      offices, such recording is to be effected by the Issuer and at its expense
      accompanied by an Opinion of Counsel (which may be counsel to the Indenture
      Trustee or any other counsel reasonably acceptable to the Indenture Trustee
      [and
      the Note Insurer]) 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 or the
      Trust
      Collateral Agent under this Indenture or the Sale and Servicing Agreement,
      or
      the Collateral Agent under the Spread Account Agreement.

     

    SECTION
      11.14.  Trust
      Obligation.

    


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

    


    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    

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

    


    (c)    Notwithstanding
      anything contained herein to the contrary, this Agreement has been executed
      and
      delivered by [Name of indenture trustee], not in its individual capacity but
      solely as Indenture Trustee and in no event shall [Name of indenture trustee]
      have any liability for the representations, warranties, covenants, agreements
      or
      other obligations of the Issuer hereunder or in any of the certificates, notices
      or agreements delivered pursuant hereto, as to all of which recourse shall
      be
      had solely to the assets of the Issuer.

     

    SECTION
      11.15.  No
      Petition.
      The Indenture Trustee, by entering into this Indenture, and each Noteholder,
      by
      accepting a Note, hereby covenant and agree that they will not prior to the
      date
      that is one year and one day after the payment in full of all outstanding Notes
      institute against the Transferor or the Issuer, or join in any institution
      against the Transferor or the Issuer of, any bankruptcy, reorganization,
      arrangement, insolvency or liquidation proceedings, or other proceedings under
      any United States federal or State bankruptcy or similar law in connection
      with
      any obligations relating to the Notes, this Indenture or any of the Basic
      Documents.

     

    SECTION
      11.16.  Inspection.The
      Issuer agrees that, on reasonable prior notice, it will permit any
      representative of the Indenture Trustee [or of the Note Insurer], 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. Notwithstanding
      anything herein to the contrary, the foregoing shall not be construed to
      prohibit (i) disclosure of any and all information that is or becomes publicly
      known, (ii) disclosure of any and all information (A) if required to do so
      by
      any applicable statute, law, rule or regulation, (B) to any government agency
      or
      regulatory body having or claiming authority to regulate or oversee any respects
      of the Indenture Trustee's business or that of its affiliates, (C) pursuant
      to
      any subpoena, civil investigative demand or similar demand or request of any
      court, regulatory authority, arbitrator or arbitration to which the Indenture
      Trustee or an affiliate or an officer, director, employer or shareholder thereof
      is a party, (D) in any preliminary or final offering circular, registration
      statement or contract or other document pertaining to the transactions
      contemplated by the Indenture approved in advance by the Servicer or the Issuer
      or (E) to any independent or internal auditor, agent, employee or attorney
      of
      the Indenture Trustee having a need to know the same, provided that the
      Indenture Trustee advises such recipient of the confidential nature of the
      information being disclosed, or (iii) any other disclosure authorized by the
      Servicer or the Issuer.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

    SECTION
      11.17.  [Rights
      of Note Insurer as Controlling Party.
      So long as no Note Insurer Default has occurred and is continuing, except as
      otherwise specifically provided herein, whenever Noteholder action, consent
      or
      approval is required under this Indenture, such action, consent or approval
      shall be deemed to have been taken or given on behalf of, and shall be binding
      upon, all Noteholders if the Note Insurer agrees to take such action or give
      such consent or approval. If a Note Insurer Default has occurred and is
      continuing, any provision, including this Section 11.17, which gives the Note
      Insurer any rights as Controlling Party shall be inoperative during the period
      of such Note Insurer Default and such rights shall instead vest in the Indenture
      Trustee acting at the direction of the Majorityholders.]

     

    SECTION
      11.18.  [Effect
      of Policy Expiration Date.
      Notwithstanding anything to the contrary set forth herein, all references to
      any
      right of the Note Insurer to direct, appoint, consent to, accept, approve of,
      take or omit to take any action under this Indenture or any other Basic Document
      shall be inapplicable at all times after the Policy Expiration Date, and (i)
      if
      such reference provides for another party or parties to take or omit to take
      any
      such action following a Note Insurer Default, such party or parties shall also
      be entitled to take or omit to take such action following the Policy Expiration
      Date and (ii) if such reference does not provide for another party or parties
      to
      take or omit to take any such action following a Note Insurer Default, then
      the
      Indenture Trustee acting at the direction of the Majorityholders shall have
      the
      right to take or omit to take such action following the Policy Expiration Date.
      In addition, any other provision of this Indenture or any other Basic Document
      which is operative based in whole or in part on whether a Note Insurer Default
      has or has not occurred shall, at all times on or after the Policy Expiration
      Date, be deemed to refer to whether or not the Policy Expiration Date has
      occurred.]

     

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

    


    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

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

    


    [THIS
      SPACE INTENTIONALLY LEFT BLANK]

    


    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

    


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

     

    
      
        	 	
                LONG
                  BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 20__-_,

                


                By:
                  [Name of owner trustee], not in its individual capacity but solely
                  as
                  Owner Trustee

                


                


                By:
                  ____________________________________

                Name:

                Title:

                


                


                [NAME
                  OF INDENTURE TRUSTEE], not in its individual capacity but solely
                  as
                  Indenture Trustee

                


                


                By:
                  ____________________________________

                Name:

                Title:

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


     

    
      	REGISTERED	
              $___________

            


    

    No.
      RA-1

     

    SEE
      REVERSE FOR CERTAIN DEFINITIONS

     

    CUSIP
      NO.
      __________

    


    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.

    


    LONG
      BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 20__-_

    _____%
      ASSET BACKED NOTE, CLASS A

    


    Long
      Beach Acceptance Auto Receivables Trust 20__-_, a business trust organized
      and
      existing under the laws of the State of Delaware (herein referred to as the
      "Issuer"), for value received, hereby promises to pay to CEDE & CO. or
      registered assigns, the principal sum of
      ______________________________________________________ payable on each Payment
      Date in an amount equal to the result obtained by multiplying (i) a fraction
      the
      numerator of which is $___________
      and the
      denominator of which is $____________
      by
      (ii)
      the aggregate amount, if any, payable from the Note Account in respect of
      principal on the Class A Notes pursuant to the Indenture; provided,
      however,
      that the
      entire unpaid principal amount of this Class A Note shall be due and payable
      on
      the ________ ____ Payment Date (the "Final Scheduled Payment Date"). The Issuer
      will 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.
      Interest on this Note will accrue for each Payment Date from the most recent
      Payment Date on which interest has been paid to but excluding such Payment
      Date
      or, if no interest has yet been paid, from and including __________, ____ (the
      "Interest Period"). Interest will be computed [on the basis of a [360]-day
      year
      and the actual number of days elapsed during the related Interest Period or
      on
      the basis of a 360-day year consisting of twelve 30 day months.] Such principal
      of and interest on this Note shall be paid in the manner specified on the
      reverse hereof.

    


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    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.

    


    [The
      Class A Notes are entitled to the benefits of a financial guaranty insurance
      policy (the "Note Policy") issued by ________________________ (the "Note
      Insurer"), pursuant to which the Note Insurer has unconditionally guaranteed
      payment to the Noteholders of the Interest Payment Amount and the Principal
      Payment Amount with respect to each Payment Date, all as more fully set forth
      in
      the Indenture and the Sale and Servicing Agreement.]

    


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

    


    Unless
      the certificate of authentication hereon has been executed by the Indenture
      Trustee whose name appears below by manual 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.

    


    
      
        
        

      

      
        A-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:
      ______________, 20__

     

    
      	 	
              LONG
                BEACH ACCEPTANCE AUTO RECEIVABLES TRUST 20__-_

               

              By:
                [Name of owner trustee], not in its individual capacity but solely
                as
                Owner Trustee

              


              


              By:
                ________________________________________

              Name:

              Title:

            


    

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

    
TRUSTEE'S
      CERTIFICATE OF AUTHENTICATION

    


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

     

    
      	
              Date:
                _________

            	
              [NAME OF INDENTURE TRUSTEE],
                not in its individual capacity but solely as Indenture
                Trustee

               

               

              
                By:
                  _________________________________________

                Authorized
                  Signatory

              

               

            


    

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


    [REVERSE
      OF NOTE]

    


    This
      Note
      is one of a duly authorized issue of Notes of the Issuer, designated as its
      ____% Asset Backed Notes, Class A (herein called the "Notes"), issued under
      an
      Indenture dated as of ______________,
      20__
      (such
      indenture, as supplemented or amended, is herein called the "Indenture"),
      between the Issuer and [Name of indenture trustee], as Indenture Trustee (the
      "Indenture Trustee", which term includes any successor Indenture Trustee under
      the Indenture) to which Indenture and all indentures supplemental thereto
      reference is hereby made for a state-ment of the respective rights and
      obligations thereunder of the Issuer, the Indenture Trustee and the Holders
      of
      the Notes. The Notes are subject to all terms of the Indenture and the Sale
      and
      Servicing Agreement. All terms used in this Note that are defined in the
      Indenture, as supplemented or amended, shall have the meanings assigned to
      them
      in or pursuant to the Indenture, as so supplemented or amended.

    


    The
      Notes
      are and will be equally and ratably secured by the collateral pledged as
      security therefor as provided in the Indenture.

    


    Principal
      of the Notes will be payable on each Payment Date in an amount described on
      the
      face hereof. "Payment Date" means the ________ day of each month, or, if any
      such date is not a Business Day, the next Business Day, commencing
      _______________. The term "Payment Date," shall be deemed to include the Final
      Scheduled Payment Date.

    


    As
      provided in the Indenture and subject to certain limitations set forth therein,
      the transfer of this Note is registrable in the Note Register upon surrender
      of
      this Note for registration of transfer at the offices or agencies maintained
      by
      the Indenture Trustee in its capacity as Note Registrar or by any successor
      Note
      Registrar, in ____________________________, accompanied by a written instrument
      of transfer in form satisfactory to the Indenture Trustee and the Note Registrar
      duly executed by the Holder hereof or such Holder's attorney duly authorized
      in
      writing, and thereupon one or more new Notes of authorized denominations
      evidencing the same aggregate debt of the Trust will be issued to the designated
      transferee.

    


    The
      Notes
      shall be issuable in minimum denominations of one hundred thousand dollars
      ($100,000) and integral multiples of one thousand dollars ($1,000) in excess
      thereof. As provided in the Agreement and subject to certain limitations set
      forth therein, Notes are exchangeable for new Notes of authorized denominations
      evidencing the same aggregate denomination, as requested by the Holder
      surrendering the same. No service charge will be made for any such registration
      of transfer or exchange, but the Indenture Trustee may require payment of a
      sum
      sufficient to cover any tax or governmental charges payable in connection
      therewith.

    


    The
      Indenture Trustee, the Note Registrar, and any agent of the Indenture Trustee
      or
      the Note Registrar may treat the person in whose name this Note is registered
      as
      the owner hereof for all purposes, and neither the Indenture Trustee, the Note
      Registrar, nor any such agent shall be affected by any notice to the
      contrary.

    


    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

    The
      obligations and responsibilities created by the Sale and Servicing Agreement,
      the Indenture and the Trust Agreement shall terminate upon the payment to
      Noteholders of all amounts required to be paid to them pursuant to the Indenture
      and the Sale and Servicing Agreement, the payment of all Reimbursement
      Obligations, and the expiration of any preference period with respect thereto
      and the disposition of all property held as part of the Trust. The
      Certificateholder may redeem the Notes on any Payment Date on or after the
      outstanding Note Balance is less than or equal to 10% of the Initial Note
      Balance at a price specified in the Indenture.

    


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

    


    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 that no recourse
      may
      be taken, directly or indirectly, with respect to the obligations of the Issuer,
      the Owner Trustee, Trust Collateral Agent, [Collateral Agent,] Back-up Servicer,
      Custodian or the Indenture Trustee on the Notes or under the Indenture or any
      certificate or other writing delivered in connection therewith, against (i)
      the
      Issuer, the Transferor, the Servicer, the Originator, the Indenture Trustee,
      Trust Collateral Agent, [Collateral Agent,] Back-up Servicer, Custodian or
      the
      Owner Trustee in its individual capacity, (ii) any owner of a beneficial
      interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer,
      director or employee of the Transferor, the Servicer, the Originator, the
      Indenture Trustee, Trust Collateral Agent, [Collateral Agent,] Back-up Servicer,
      Custodian or the Owner Trustee in its individual capacity, any holder of a
      beneficial interest in the Issuer, the Transferor, the Servicer, the Originator,
      the Owner Trustee, Trust Collateral Agent, [Collateral Agent,] Back-up Servicer,
      Custodian or the Indenture Trustee or of any successor or assign of the
      Transferor, the Servicer, the Originator, the Indenture Trustee, Trust
      Collateral Agent, [Collateral Agent,] Back-up Servicer, Custodian or the Owner
      Trustee in its individual capacity, except as any such Person may have expressly
      agreed (it being understood that the Indenture Trustee, Trust Collateral Agent,
      [Collateral Agent,] Back-up Servicer, Custodian and the Owner Trustee have
      no
      such obligations in their individual capacity) and except that any such partner,
      owner or beneficiary shall be fully liable, to the extent provided by applicable
      law, for any unpaid consideration for stock, unpaid capital contribution or
      failure to pay any installment or call owing to such entity.

    


    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 to treat the Notes
      as indebtedness for purposes of federal income, state and local income and
      franchise and any other income taxes.

    


    The
      Indenture permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Transferor
      and
      the rights of the Noteholders under the Indenture at any time by the Issuer
      and
      the Indenture Trustee [with the consent of the Note Insurer but,] in certain
      circumstances, without the consent of the Holders of Notes. The Indenture also
      contains provisions permitting the Noteholders representing specified
      percentages of the outstanding Note Balance of the Notes, on behalf of the
      Holders of all the Notes, 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 Holder of this Note (or
      any one of more Predecessor Notes) shall be conclusive and binding upon such
      Holder and upon all future Holders 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.

    


    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

    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 and the Noteholders
      under the Indenture.

    


    This
      Note, the Sale and Servicing Agreement and the Indenture shall be construed
      in
      accordance with the laws of the State of New York, without reference to its
      conflict of law provisions, and the obligations, rights and remedies of the
      parties hereunder and thereunder shall be determined in accordance with such
      laws.

    


    No
      reference herein to the Indenture or any of the other Basic Documents and no
      provision of this Note or of the Indenture or any of the other Basic Documents
      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
      Indenture or the Basic Documents, neither [Name of owner trustee] in its
      individual capacity, any owner of a beneficial interest in the Issuer, nor
      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 of or interest
      on,
      or performance of, or omission to perform, any of the covenants, obligations
      or
      indemnifications contained in this Note or the Indenture, it being expressly
      understood that said covenants, obligations and indemnifications have been
      made
      by the Issuer for the sole purposes of binding the interests of the Issuer
      in
      the assets of the Issuer. The Holder of this Note by the acceptance hereof
      agrees that except as expressly provided in the Indenture or the Basic
      Documents, in the case of an Event of Default under the Indenture, the Holder
      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-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______________________________1 

               

               

               

              ____________________________________

            	
               

              ____________________________________

              Signature
                Guaranteed:

            


    

    
 

    
      
        

      
1
      NOTE:
      The signature to this assignment must correspond with the name of the registered
      owner as it appears on the face of the within Note in every particular, without
      alteration, enlargement or any change whatsoever.


    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

     

    FORM
      OF
      DEPOSITORY AGREEMENT

    


    
      
        
        

      

      
        B-1