Exhibit 4.8
 TRUST INDENTURE
 between
 FLEET LEASING RECEIVABLES TRUST
 by
 BNY TRUST COMPANY OF CANADA
 as Issuer Trustee
 and
 COMPUTERSHARE TRUST COMPANY OF CANADA
 as Indenture Trustee
 Made as of November 16, 2009




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TRUST INDENTURE
 TABLE OF CONTENTS
 PageARTICLE 1 INTERPRETATION
    
    
    11.1 Definitions
    
    
    11.2 Meaning of Outstanding for Certain Purposes
    
    
    141.3 References to Statutes
    
    
    141.4 Extended Meanings
    
    
    151.5 Sections and Headings
    
    
    151.6 Governing Law of Indenture
    
    
    151.7 Invalidity of Provisions
    
    
    151.8 Computation of Time Periods
    
    
    151.9 Non-Business Days
    
    
    151.10 Accounting Principles
    
    
    161.11 Currency
    
    
    161.12 Time of the Essence
    
    
    161.13 Approvals and Consents
    
    
    161.14 Discontinuance and Changes in Designation of Ratings
    
    
    161.15 References to Acts of the Trust
    
    
    171.16 References to Rating Agency Condition
    
    
    171.17 Language
    
    
    17ARTICLE 2 THE NOTES
    
    
    172.1 Notes
    
    
    172.2 Requirements for Initial Creation of Notes
    
    
    182.3 Creation and Issuance in Series
    
    
    182.4 Execution, Certification and Delivery
    
    
    192.5 Temporary Notes
    
    
    202.6 Registration, Transfer and Exchange
    
    
    212.7 Persons Entitled to Payment
    
    
    222.8 Mutilated, Destroyed, Lost or Stolen Notes
    
    
    222.9 Cancellation and Destruction of Notes
    
    
    23
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TABLE OF CONTENTS
 Page2.10 Protection of Notes
    
    
    232.11 Access to List of Noteholders Names and Addresses
    
    
    232.12 Certifying Agent
    
    
    242.13 Book-Entry Notes
    
    
    252.14 Payment of Notes
    
    
    282.15 Payment Agreement for Notes
    
    
    292.16 Interest Act
    
    
    292.17 Repayment of Unclaimed Money
    
    
    292.18 Maintenance of Records
    
    
    302.19 Acknowledgements
    
    
    30ARTICLE 3 SUBORDINATION
    
    
    313.1 Subordination
    
    
    313.2 Rights of Noteholders Preserved
    
    
    313.3 Renewal or Extension of Senior Notes
    
    
    31ARTICLE 4 SECURITY
    
    
    324.1 Security for the Obligations Secured
    
    
    324.2 Habendum
    
    
    334.3 Reservation of Last Day of Leasehold Terms
    
    
    334.4 Security Valid Irrespective of Advance of Moneys
    
    
    334.5 Satisfaction and Discharge
    
    
    344.6 Other Security Documents
    
    
    34ARTICLE 5 POSSESSION AND USE OF COLLATERAL
    
    
    345.1 General
    
    
    345.2 Collection Accounts
    
    
    355.3 Location of Accounts
    
    
    36ARTICLE 6 COVENANTS OF THE TRUST
    
    
    366.1 Positive Covenants
    
    
    366.2 Negative Covenants
    
    
    406.3 Indenture Trustee May Perform Covenants
    
    
    41
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TABLE OF CONTENTS
 Page6.4 Right of Audit
    
    
    426.5 Notices Regarding Financial Services Sub-Agent
    
    
    42ARTICLE 7 REPRESENTATIONS AND WARRANTIES
    
    
    427.1 Representations and Warranties of the Trust
    
    
    427.2 Representation and Warranty of Indenture Trustee
    
    
    457.3 Survival of Representations and Warranties
    
    
    45ARTICLE 8 EVENTS OF DEFAULT
    
    
    458.1 Related Event of Default
    
    
    458.2 Acceleration of Maturity; Rescission and Annulment
    
    
    478.3 Notice of Related Default or Related Event of Default
    
    
    49ARTICLE 9 REMEDIES
    
    
    499.1 Collection Of Indebtedness And Suits For Enforcement By Indenture Trustee
    
    
    499.2 Remedies; Priorities
    
    
    529.3 Performance And Enforcement Of Certain Obligations
    
    
    539.4 Optional Preservation Of The Related Collateral
    
    
    549.5 Application of Moneys
    
    
    549.6 Trust Moneys
    
    
    549.7 Restoration Of Rights And Remedies
    
    
    559.8 Delay Or Omission Not A Waiver
    
    
    559.9 Control By Noteholders
    
    
    559.10 Purchase by Specified Creditors
    
    
    569.11 Protection of Persons Dealing with Indenture Trustee
    
    
    569.12 Remedies Cumulative
    
    
    569.13 The Trust to Execute Confirmatory Deed
    
    
    569.14 Indenture Trustee Appointed Attorney
    
    
    569.15 Credit Enhancement Agreements
    
    
    579.16 Disclaimer of Marshalling
    
    
    579.17 Appointment of Receiver
    
    
    589.18 Holding in Trust
    
    
    59
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TABLE OF CONTENTS
 PageARTICLE 10 SUITS BY SPECIFIED CREDITORS AND INDENTURE TRUSTEE
    
    
    6010.1 Specified Creditors May Not Sue
    
    
    6010.2 Indenture Trustee Not Required to Possess Notes
    
    
    6110.3 Indenture Trustee May Institute All Proceedings
    
    
    6110.4 Application of Proceeds
    
    
    61ARTICLE 11 MEETINGS OF NOTEHOLDERS
    
    
    6111.1 Right to Convene Meetings
    
    
    6111.2 Record Dates
    
    
    6211.3 Notice of Meetings
    
    
    6211.4 Chairperson
    
    
    6211.5 Quorum
    
    
    6211.6 Power to Adjourn
    
    
    6311.7 Show of Hands
    
    
    6311.8 Poll
    
    
    6311.9 Voting
    
    
    6311.10 Regulations
    
    
    6411.11 The Trust and Indenture Trustee
    
    
    6511.12 Powers Exercisable by Extraordinary Resolution of all Noteholders
    
    
    6511.13 Powers Exercisable by Extraordinary Resolution of Holders of Series
    
    
    6711.14 Powers Exercisable by Extraordinary Resolution of Holders of Class
    
    
    6811.15 Meaning of Extraordinary Resolution
    
    
    6911.16 Powers Cumulative
    
    
    7011.17 Minutes
    
    
    7011.18 Instruments in Writing
    
    
    7011.19 Binding Effect of Resolutions
    
    
    71ARTICLE 12 THE INDENTURE TRUSTEE
    
    
    7112.1 Trust Indenture Legislation
    
    
    7112.2 Rights and Duties of Indenture Trustee
    
    
    7112.3 Conditions Precedent to Indenture Trustees Obligation to Act
    
    
    72
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TABLE OF CONTENTS
 Page12.4 Experts and Advisors; Remuneration
    
    
    7212.5 Evidence of Compliance, Certificates of the Trust and Written Orders
    
    
    7412.6 Instruments Held By Indenture Trustee
    
    
    7512.7 Protection of Indenture Trustee
    
    
    7612.8 Resignation or Removal of Indenture Trustee; Conflict of Interest
    
    
    7812.9 Authority to Carry on Business
    
    
    7912.10 Power of Attorney for Quebec Registrations
    
    
    8012.11 Sub-attorney for Quebec Discharges
    
    
    8112.12 Revocation of Appointment
    
    
    8112.13 Acknowledgement by Specified Creditors
    
    
    8112.14 Successor Indenture Trustee By Merger
    
    
    8112.15 Eligibility; Disqualification
    
    
    8212.16 Acceptance of Trusts by Indenture Trustee
    
    
    8212.17 Confidentiality
    
    
    82ARTICLE 13 SUPPLEMENTAL INDENTURES AND AMENDMENTS
    
    
    8313.1 Supplemental Indentures
    
    
    8313.2 Automatic Amendment
    
    
    8413.3 Amendments to Programme Agreements
    
    
    8413.4 Determination of Material Adverse Effect
    
    
    85ARTICLE 14 NOTICES
    
    
    8614.1 Notice to Trust and Issuer Trustee
    
    
    8614.2 Notice to Indenture Trustee
    
    
    8714.3 Notice to Noteholders
    
    
    8814.4 Notice to Other Specified Creditors
    
    
    8814.5 Notice to Rating Agencies
    
    
    8814.6 Change of Address
    
    
    88ARTICLE 15 GENERAL
    
    
    8915.1 Evidence of Rights of Specified Creditors
    
    
    8915.2 Trust Obligation
    
    
    89
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TABLE OF CONTENTS
 Page15.3 No Petition
    
    
    8915.4 Subordination
    
    
    9015.5 Limited Recourse
    
    
    9015.6 Execution of Counterparts
    
    
    9115.7 Delivery of Executed Copies
    
    
    91
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TRUST INDENTURE
 TRUST INDENTURE BNY TRUST COMPANY OF CANADA FLEET LEASING RECEIVABLES TRUST Trust COMPUTERSHARE TRUST COMPANY OF CANADA
 WHEREAS
 NOW THEREFORE THIS INDENTURE WITNESSES
 ARTICLE 1
INTERPRETATION
 1.1 Definitions
  Act Securities Act
 Affiliate
 Asset Interests




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Back-Up Servicer
 Beneficiary
 Book-Entry Noteholder
 Book-Entry Notes
 Book-Entry System
 Business Day
 Canadian Dollars Cdn. $
 CDS
 Certificate of the Trust
 Class
 Clearing Agency
 Clearing Agency Letter of Representation
 Collateral
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Collections
 Counsel
 Credit Enhancement
 Credit Enhancement Agreement
 Credit Enhancer
 Custodial Agreement inter alia
 Custodian
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Dealer
 Declaration of Trust
 Definitive Notes
 Distribution Date
 Eligible Institution
 Eligible Investments
 Equivalent Amount
 Extraordinary Resolution
 Financial Services Agent
 Financial Services Agreement
 Financial Services Sub-Agency Agreement
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Financial Services Sub-Agent
 Hedging Transaction
 Hypothec
 Indenture Trustee
 Issuer Trustee
 ITA Income Tax Act
 Limited Recourse Condition
 Note Purchase Agreement
 Note Registers
 Noteholder
 Notes
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Obligations Secured
 Obligor
 Originator
 Participant
 Paying Agent
 Permitted Investment
 Permitted Liens
 Person
 PHH LP
 PHH VMS
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PPSA
 Principal Terms
 (a)
    
    the name or designation of each Class of Notes of such Series and, if such
Series consists of more than one Class, the rights and priorities of each such Class;
 (b)
    
    the aggregate principal amount of each Class of Notes of such Series which may
be issued;
 (c)
    
    the interest rates, if any, applicable to each Class of Notes of such Series
and the period over which any interest is to accrue;
 (d)
    
    the Distribution Dates, if any, applicable to each Class of Notes of such
Series;
 (e)
    
    the language and currency of such Notes;
 (f)
    
    the method for allocating principal and interest and other Collections to fund
payments to each Class of Notes of such Series;
 (g)
    
    the forms of each Class of Notes of such Series;
 (h)
    
    the final maturity dates of each Class of Notes of such Series and any expected
final payment dates;
 (i)
    
    a description of the items, if any, required to be delivered to the Indenture
Trustee on the Related Series Issuance Date in addition to those specified in Section
2.3(2);
 (j)
    
    whether such Notes are to be Definitive Notes or Book-Entry Notes and any
limitations imposed thereon;
 (k)
    
    the minimum amounts and denominations in which such Notes may be issued, if
applicable;
 (l)
    
    any additional or alternative Related Events of Default;
 (m)
    
    provisions which this Indenture requires or permits to be specified in a
Related Supplement;
 (n)
    
    any terms which amend, supplement, modify, restate or replace the terms of this
Indenture as such pertain to such Notes;
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(o)
    
    any other provisions expressing or referring to the terms or conditions upon
which the Notes of such Series are to be issued or obtained under this Indenture and
the Related Supplement;
 (p)
    
    the designation of any Series Accounts and the terms governing the operation of
such Series Accounts;
 (q)
    
    the priority of such Series with respect to any other Series;
 (r)
    
    the specification of any Related Securitization Agreement; and
 (s)
    
    the Rating Agency or Rating Agencies, if any, rating such Series;
 Proceeding
 Programme Agreements
 Rating Agencies
 Rating Agency Condition
 Receiver
 Record Date
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Related
 (a)
    
    Asset Interests: the Asset Interests the purchase or other acquisition by
the Trust, or creation, of which is financed or refinanced, in whole or in part, by the
issuance of such Notes;
 (b)
    
    Back-Up Servicer: a Back-Up Servicer of Related Asset Interests;
 (c)
    
    Class: each Class of such Series;
 (d)
    
    Collateral: that portion of the Collateral comprising (i) the Related Asset
Interests; (ii) any Related Collections thereof; (iii) all amounts in the Series
Accounts in respect of such Series; (iv) all amounts available under any Related Credit
Enhancement Agreement; (v) all amounts in the Related Collateral Accounts and Related
Payment Accounts; (vi) all investments thereof and the proceeds of such investments;
and (vii) all rights under the Related Programme Agreements;
 (e)
    
    Collateral Accounts: those accounts into which the proceeds of Related
Collection Accounts, any further Related Collections and the proceeds of sale of any
Related Collateral are to be deposited pursuant to Section 9.5;
 (f)
    
    Collection Accounts: those accounts of the Trust or a Custodian specified in
the Related Supplement or Related Securitization Agreement as Collection Accounts
into which Related Collections are to be deposited;
 (g)
    
    Collections: all Collections with respect to Related Asset Interests;
 (h)
    
    Credit Enhancement: Credit Enhancement provided pursuant to a Related Credit
Enhancement Agreement in respect of such Notes or the Related Asset Interests;
 (i)
    
    Credit Enhancement Agreement: a Credit Enhancement Agreement pursuant to
which Credit Enhancement has been provided in respect of such Notes or the Related
Asset Interests;
 (j)
    
    Credit Enhancer: a Credit Enhancer under a Related Credit Enhancement
Agreement;
 (k)
    
    Custodial Agreement: a Custodial Agreement pursuant to which custodial
services are being provided in respect of Related Asset Interests and/or Related
Obligations Secured;
 (l)
    
    Custodian: a Custodian under a Related Custodial Agreement or Related
Securitization Agreement;
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(m)
    
    Dealers: the Dealers party to the Related Underwriting Agreement in respect
of such Notes;
 (n)
    
    Default: any occurrence that is, or with notice or the lapse of time or both
would become, a Related Event of Default;
 (o)
    
    Distribution Date: a Distribution Date specified in the Related Supplement;
 (p)
    
    Event of Default: each Related Event of Default described in Section 8.1 in
respect of such Notes or specified in the Related Supplement;
 (q)
    
    Hedging Transaction: a Hedging Transaction relating to such Notes or to the
Related Asset Interests;
 (r)
    
    Hypothec: a Hypothec granted by the Trust in favour of the Indenture Trustee
under the laws of the Province of Quebec for the purposes of further securing the
Related Collateral, or a part thereof, in favour of the Indenture Trustee for the
benefit of the Related Specified Creditors;
 (s)
    
    Note Purchase Agreement: a Note Purchase Agreement pursuant to which one or
more Classes of such Notes are being sold by the Trust to one or more Persons;
 (t)
    
    Noteholder: a Noteholder of or with respect to such Series;
 (u)
    
    Notes: a Note of such Series;
 (v)
    
    Obligations Secured: all Obligations Secured relating to the holders of such
Notes and to Related Specified Creditors under the Related Programme Agreements,
including the Related Trust Expenses;
 (w)
    
    Originator: the Originator under a Related Securitization Agreement;
 (x)
    
    Paying Agent: a Paying Agent under a Related Supplement;
 (y)
    
    Payment Account: an account which may be established and maintained by the
Trust for the Notes of such Series, which may be a Related Collection Account;
 (z)
    
    Programme Agreements: this Indenture, the Declaration of Trust, the
Financial Services Agreement, the Financial Services Sub-Agency Agreement and any other
Programme Agreement to which the Trust is a party relating to such Notes or the Related
Asset Interests;
 (aa)
    
    Proportionate Share: at any time the outstanding principal amount of Notes
of such Series at such time divided by the outstanding principal amount of all Notes of
all Series at such time;
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(bb)
    
    Rating Agency: a Rating Agency which has established a rating for all or any
Classes of such Notes;(cc)
    
    Reserve: a Reserve under or relating to a Related Securitization Agreement
and specified as such in the Related Supplement;(dd)
    
    Securitization Agreement: a Securitization Agreement entered into by the
Trust in connection with the purchase, other acquisition, creation, sale or other
disposition of Related Asset Interests;(ee)
    
    Series Issuance Date: the date upon which the first of such Notes are issued
or to be issued;(ff)
    
    Servicer: the Servicer of Related Asset Interests under a Related
Securitization Agreement, a Related Servicing Agreement or other agreement entered into
by the Trust and any Person providing for the servicing of Related Asset Interests,
including a Back-Up Servicer of Related Asset Interests who, at the time in question,
has assumed the role of Servicer thereof or any other replacement Servicer of Related
Asset Interests;(gg)
    
    Servicing Agreement: a Servicing Agreement providing for the servicing of
the Related Asset Interests;(hh)
    
    Significant Event: a Significant Event affecting such Notes or the Related
Asset Interests;(ii)
    
    Specified Creditors: collectively, the holders of such Notes, Related Credit
Enhancers, Swap Counterparties with respect to Related Hedging Transactions, Related
Servicers (including any Originator which is a Related Servicer), Related Back-Up
Servicers, Related Originators (in respect of amounts owing under Related
Securitization Agreements or Related Subordinated Loan Agreements or otherwise for
Related Reserves), Related Custodians, Related Dealers, and the Indenture Trustee,
Issuer Trustee, the Financial Services Sub-Agent and Financial Services Agent to the
extent their claims relate to such Notes or the Related Asset Interests;(jj)
    
    Subordinated Loan Agreement: a Subordinated Loan Agreement in respect of
such Notes and the Related Asset Interests;(kk)
    
    Supplement: a supplement to this Indenture executed in connection with the
issuance of such Notes;
 (ll)
    
    Trust Expenses: those expenses of the Trust which are attributable to a
specific Series or otherwise on a Related Proportionate Share basis; and(mm)
    
    Underwriting Agreement: an Underwriting Agreement in respect of such Notes;
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Reserve
 Securitization Agreements
 Security Interests
 Senior Notes
 Series
 Series Accounts
 Servicer
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Servicing Agreement
 Significant Event
 Specified Creditors
 Subordinated Loan Agreement
 Subordinated Notes
 Swap Counterparty
 Trust Property
 Underwriting Agreement
 Written Order ,
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1.2 Meaning of Outstanding for Certain Purposes
  (a)
    
    Notes which have been partially redeemed, purchased, converted
or exchanged shall be deemed to be outstanding only to the extent of the
unredeemed, unpurchased, unconverted or unexchanged part of the principal
amount thereof; and(b)
    
    where a new Note has been issued in substitution for a Note
which has been mutilated, destroyed, lost or stolen, only the substituted Note
will be counted for the purpose of determining the aggregate principal amount
of Notes outstanding.
  (a)
    
    in determining whether the Trust and the Indenture Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent, vote or waiver, only the Notes which the Trust or
the Indenture Trustee, as the case may be, knows to be so owned shall be so
disregarded;(b)
    
    Notes so owned which have been pledged in good faith, other
than to the Trust or the Issuer Trustee, as trustee of the Trust, shall not be
disregarded and may be regarded as outstanding if the pledgee establishes to
the satisfaction of the Trust or the Indenture Trustee the pledgees right so
to act with respect to such Notes and that the pledgee is not an Originator or
an Affiliate of an Originator; and(c)
    
    such Originator, Servicer or an Affiliate of either that is a
holder of Subordinated Notes shall be entitled to take any such actions as
holders of such Subordinated Notes held by any of them.
 1.3 References to Statutes
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1.4 Extended Meanings
  1.5 Sections and Headings
  1.6 Governing Law of Indenture
  1.7 Invalidity of Provisions
  1.8 Computation of Time Periods
  1.9 Non-Business Days
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1.10 Accounting Principles
  1.11 Currency
  1.12 Time of the Essence
  1.13 Approvals and Consents
  1.14 Discontinuance and Changes in Designation of Ratings
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1.15 References to Acts of the Trust
  1.16 References to Rating Agency Condition
  1.17 Language
  ARTICLE 2
THE NOTES
 2.1 Notes
  - 17 -




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2.2 Requirements for Initial Creation of Notes
  (a)
    
    the Declaration of Trust;(b)
    
    the Financial Services Agreement and the Financial Services
Sub-Agency Agreement; and(c)
    
    a Certificate of the Trust, dated the date of issuance of such
Notes, stating that the issuance of the Notes will not result in the occurrence
of a Related Event of Default;
  2.3 Creation and Issuance in Series
 (1)
    
    Notes may, at the election of the Trust, be created and issued in one or more
Series and in one or more Classes of such Series with such further particular
designations added or incorporated in such title for the Notes of any particular Series
or Class as the Trust may determine. All Notes of the same Class of any Series at any
time outstanding shall be identical in all respects except for the denominations and
dates thereof and as may be otherwise specified in the Related Supplement. All Notes
of a particular Class of a Series created and issued under this Indenture shall be in
all respects entitled, equally and rateably with all other Notes of such Class of such
Series, to the benefits hereof and of the Related Supplement without preference,
priority or distinction on account of the actual time or times of certification and
delivery, all in accordance with the terms and provisions of this Indenture and the
Related Supplement.(2)
    
    In order to create Notes of any particular Series hereunder, the Trust and the
Indenture Trustee shall, on or before the Related Series Issuance Date, execute and
deliver a Related Supplement. The terms of such Related Supplement may amend,
supplement, modify, restate or replace the terms of this Indenture solely as applied to
such Notes. The obligation of the Indenture Trustee to execute and deliver the Related
Supplement is subject to the satisfaction of the following conditions (other than in
respect of the first Series for which (c) and (i) below are inapplicable):
 (a)
    
    copies of any Related Securitization Agreement, Related Credit
Enhancement Agreement, agreements in respect of any Related Hedging
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Transaction, Related Subordinated Loan Agreement, Related Note Purchase
Agreement and Related Underwriting Agreement then in effect shall have been
delivered to the Indenture Trustee;
 (b)
    
    a Clearing Agency Letter of Representation, if any, to the
extent applicable to such Notes shall have been delivered to the Indenture
Trustee and the Clearing Agency by the Trust;(c)
    
    the Rating Agency Condition shall have been satisfied with
respect to the Notes then outstanding;(d)
    
    the Indenture Trustee shall have received a Certificate of the
Trust certifying that, as of the date of such execution and delivery, (i) the
representations and warranties set forth in Section 7.1 are true and correct in
all material respects; and (ii) the Trust has established or caused to be
established the Series Accounts prior to the Related Series Issuance Date;(e)
    
    in the event that an offering memorandum, prospectus or other
similar document is required or is to be provided to prospective purchasers of
any such Notes (as to which the Indenture Trustee shall have no duty or role in
determining), the Related Originator shall have executed and delivered to the
Issuer Trustee an indemnity relating to any misrepresentations contained
therein in form and substance satisfactory to the Trust;(f)
    
    any other items specified in the Related Supplement shall have
been executed by and delivered to the appropriate Persons;(g)
    
    the Indenture Trustee shall have received an opinion of counsel
to the Trust, in form and substance acceptable to the Indenture Trustee, acting
reasonably, stating that all requirements imposed by the terms of this
Indenture for the creation of such Notes have been fulfilled in accordance with
the terms of this Indenture;(h)
    
    the Related Supplement shall set out, at a minimum, the
Principal Terms; and(i)
    
    the issuance of such Notes does not constitute or result in the
occurrence of a Related Event of Default in respect of any Notes then
outstanding.
 2.4 Execution, Certification and Delivery
 (1)
    
    The form of Notes of any particular Series and the certificate of the Indenture
Trustee to be endorsed thereon shall be substantially in the forms set out in the
Related Supplement, with such appropriate insertions, omissions, substitutions and
variations as may be approved by or permitted under the terms hereof or of the Related
Supplement or as the Trust and the Indenture Trustee may approve.
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(2)
    
    The Trust may at any time and from time to time deliver Notes executed by it to
the Indenture Trustee for certification.(3)
    
    Subject to Section 2.13, the Indenture Trustee shall certify Notes from time to
time and make such Notes available for pick-up without receiving any consideration
therefor upon receipt by and deposit with the Indenture Trustee of a Written Order for
the certification and delivery of the Notes specifying for each such Note the name and
address of the payee and the date, principal amount and interest rate, if applicable,
of the Note.(4)
    
    No Noteholder shall be entitled to any benefit under this Indenture and no Note
shall be issued or, if issued, shall be valid or obligatory for any purpose unless
there appears on the Note a certificate executed by the Indenture Trustee, by the
manual signature of its authorized officers, representatives or employees, and such
certificate upon any Note shall be conclusive evidence that the Note has been duly
certified and delivered hereunder. Any signature on behalf of the Trust or any
guarantor of the Notes may be manual or by facsimile. Notes bearing the manual or
facsimile signature of an individual who was at the time of execution a proper
authorized signatory of the Issuer Trustee in respect of the Trust, any guarantor or
the Indenture Trustee shall be valid and binding notwithstanding that any such
individual shall have ceased to hold such office prior to the certification and
delivery of such Notes or shall not have held such office at the date of issue of such
Notes. Any certification of Notes issued hereunder shall not be construed as a
representation or warranty as to the validity of this Indenture, the Related Supplement
or the Notes (except as to the due certification thereof) and the Indenture Trustee
shall in no respect be liable or answerable for the use made of the Notes or of the
proceeds thereof. The certification of the Indenture Trustee signed on any Notes shall
however be a representation and warranty by the Indenture Trustee that such Notes have
been duly certified and delivered by or on behalf of the Indenture Trustee pursuant to
the provisions of this Indenture and the Related Supplement.(5)
    
    The certification and delivery of any Note by the Indenture Trustee shall
constitute the issuance of such Note pursuant to the terms of this Indenture and the
Related Supplement as of the date of such delivery.
 2.5 Temporary Notes
 (1)
    
    Pending the preparation of Definitive Notes, the Trust may execute, and upon
Written Order the Indenture Trustee shall certify and deliver, temporary Notes which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially in the form of the Definitive Notes in lieu of
which they are issued and with such variations as the Trust and the Indenture Trustee
may determine, as evidenced by the Indenture Trustees certification of such Notes.
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(2)
    
    If temporary Notes are certified and delivered, the Trust shall cause
Definitive Notes to be prepared without unreasonable delay. After the preparation of
Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
surrender of the temporary Notes at the office or agency of the Indenture Trustee to be
maintained as provided in Section 2.6, without charge to the holder. Upon surrender
for cancellation of any one or more temporary Notes, the Trust shall execute and the
Indenture Trustee shall certify 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.(3)
    
    The provisions of this Section 2.5 do not apply with respect to Book-Entry
Notes.
 2.6 Registration, Transfer and Exchange
 (1)
    
    The Indenture Trustee shall at all times while Notes are outstanding cause to
be kept by and at its corporate trust office in the City of Toronto, or such other
location as it may designate from time to time, Note Registers in which will be entered
the name of each Noteholder or Clearing Agency or its nominees, as the case may be, and
particulars of each of the Notes (including Notes issued under the Book-Entry System).
The Indenture Trustee shall also at all times while any Notes are outstanding cause to
be provided by and at its corporate trust office in the City of Toronto or such other
location as it may designate from time to time facilities for the exchange and transfer
of Notes. The Indenture Trustee may from time to time provide additional facilities at
its other offices or, with the approval of the Trust, at the offices of third parties
for such registration, exchange and transfer. No transfer of a Note in registered form
nor any transmission thereof by death will be valid unless made at one of such offices
by the Noteholder or by his or her executors, administrators or other legal
representatives, or his or her or their attorney duly appointed by an instrument in
writing, in form and as to execution satisfactory to the Indenture Trustee and upon
compliance with such reasonable requirements as the Indenture Trustee may prescribe and upon surrender of
the Note to the Indenture Trustee for cancellation, whereupon a new Note in an
aggregate principal amount, currency and interest rate, if any, and with the same
maturity date, will be issued to the transferee in exchange therefor. The Note
Registers will, at all reasonable times on Business Days, be open for inspection by
the Trust, the Financial Services Agent,the Financial Services Sub-Agent and any
Noteholder.(2)
    
    Notes in any authorized denomination may be exchanged for an equal aggregate
principal amount of Notes of the same Series and Class and having the same Principal
Terms in any other authorized denomination or denominations. In every case of exchange
of Notes of any denomination for other Notes and of any transfer and registration of
Notes, the Indenture Trustee may make a sufficient charge to reimburse it for any stamp
taxes or governmental charge for its services and a reasonable sum per Note issued upon
such exchange or transfer. Payment
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of such taxes and charges will be made by the party requesting the exchange or transfer as a condition precedent thereto.
 (3)
    
    In every case of exchange or transfer of a Note, the surrendered Note shall be
cancelled.(4)
    
    Except to the extent provided in the Related Supplement, the Indenture Trustee
shall not be required to make transfers or exchanges of any Notes for the period
beginning on the close of business on the day which is 15 days prior to a Related
Distribution Date (or the next succeeding Business Day if such day is not a Business
Day) through to and including such Related Distribution Date.
 2.7 Persons Entitled to Payment
 (1)
    
    The registered holder of any Note registered to a named payee or the transferee
thereof, if such Note has been transferred in accordance with the provisions of Section
2.6, shall upon presentation of such Note be entitled to the principal money and
interest, if any, when due and payable, evidenced by such Note, free from all equities
or rights of set-off or counterclaim between the Trust and the original or any
intermediate holder thereof, and all Persons may act accordingly.(2)
    
    Delivery of a Note to the Indenture Trustee by the holder of such Note shall,
upon payment in full of all amounts outstanding on such Note, be a good discharge to
the Trust of all obligations evidenced by such Note. The Indenture Trustee shall not
be bound to enquire into the title of any such holder, save as ordered by a court of
competent jurisdiction or as required by statute, nor shall it be bound to see to the
execution of any trust affecting the ownership of any Note or be affected by notice of
any equity that may be subsisting in respect thereof.(3)
    
    In the case of the death of one or more joint registered owners, the principal
money of and interest, if any, on a Note may be paid to the survivor or survivors of
such registered holders whose receipt thereof, accompanied by the delivery of such
Note, shall constitute a valid discharge to the Trust and the Indenture Trustee.(4)
    
    Any payment of principal or interest on any Note which is due on a day other
than a Business Day shall be payable on the next succeeding Business Day without
adjustment for interest thereon and such payment shall be deemed to have been made with
the same force and effect as if made on the due date.
 2.8 Mutilated, Destroyed, Lost or Stolen Notes
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2.9 Cancellation and Destruction of Notes
  2.10 Protection of Notes
 (1)
    
    The Indenture Trustee shall hold in safekeeping the Notes which have not been
issued (but which have been delivered to the Indenture Trustee by or on behalf of the
Issuer Trustee) pending receipt of a Written Order. The Indenture Trustee shall
acknowledge receipt of the Notes so delivered by signing and returning to the Trust an acknowledgement of receipt of the Notes, such acknowledgement to be in
a form satisfactory to the Trust.(2)
    
    The Indenture Trustees responsibility for any Notes held in its custody
hereunder shall be limited to using the same diligence in physically safeguarding such
Notes as it does for its own securities. The Indenture Trustee shall account for the
unissued Notes held in its custody whenever so required by the Trust. If at any time
the Indenture Trustee shall discover that any of such Notes have been lost, damaged,
destroyed, stolen or misappropriated, it shall promptly advise the Trust thereof and
identify, to the extent practicable, such Notes.
 2.11 Access to List of Noteholders Names and Addresses
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Applicants
  2.12 Certifying Agent
 (1)
    
    The Indenture Trustee may appoint one or more certifying agents with respect to
the Notes which shall be authorized to act on behalf of the Indenture Trustee in
certifying the Notes in connection with the issuance, delivery, registration of
transfer, exchange or repayment of the Notes. Whenever reference is made in this
Indenture to the certification of Notes by the Indenture Trustee or the Indenture
Trustees certification, such reference shall be deemed to include certification on
behalf of the Indenture Trustee by a certifying agent and certification executed on behalf of the Indenture Trustee by a certifying agent. Each certifying agent must
be acceptable to the Trust.(2)
    
    Any institution succeeding to the corporate agency business of a certifying
agent shall continue to be a certifying agent without any further act on the part of
the Indenture Trustee or such certifying agent. A certifying agent may at any time
resign by giving 30 days notice to the Trust and the Indenture Trustee. The Indenture
Trustee may at any time terminate the agency of a certifying agent by giving notice of
termination to such certifying agent and the Trust. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time a certifying agent shall
cease to be acceptable to the Trust or the Indenture Trustee, the Indenture Trustee
promptly may appoint a successor certifying agent. Any successor certifying agent upon
acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally named as a
certifying agent. No successor certifying agent shall be appointed unless acceptable
to the Trust and the Indenture Trustee. The Trust agrees to pay to each certifying
agent from time to time reasonable compensation for its services under this Section
2.12. The
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provisions of Article 12 shall be applicable, mutatis mutandis, to any certifying agent.
 (3)
    
    Pursuant to an appointment made under this Section 2.12, the Notes may have
endorsed thereon, in lieu of the Indenture Trustees certification, an alternate
certification in substantially the following form:This is one of the Notes described in the Indenture.
 as Certifying Agent for the
Indenture Trustee,
 ByAuthorized Officer 2.13 Book-Entry Notes
 (1)
    
    Except as provided in the Related Supplement for any Notes of a particular
Series and subject to Section 2.13(5), Notes of a particular Class of a Series, upon
original issuance, shall be issued under the Book-Entry System, in the form of a global
Note certificate representing the Book-Entry Notes, to be delivered to the Clearing
Agency by or on behalf of the Trust in respect of such Class of Notes of such Series.
The Notes shall initially be registered on the Note Registers in the name of the
Clearing Agency or its nominee and no Book-Entry Noteholder will receive Definitive Notes representing such Noteholders interest in the Notes,
except as provided in Section 2.13(5) or the Related Supplement. Unless and until
Definitive Notes have been issued to the applicable Noteholders pursuant to
Section 2.13(5) or as otherwise specified in the Related Supplement for any Notes:
 (a)
    
    the provisions of this Section 2.13 shall be in full force and
effect;(b)
    
    the Issuer Trustee, the Indenture Trustee, the Trust,the
Financial Services Sub-Agent and the Financial Services Agent may deal with the
Clearing Agency for all purposes (including the making of payments and the
delivery of any notice, report or other communication) as the registered holder
of the Notes and as the authorized representative of the respective Book-Entry
Noteholders;(c)
    
    to the extent that the provisions of this Section 2.13 conflict
with any other provisions of this Indenture, the provisions of this Section
2.13 shall prevail;
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(d)
    
    the rights of the respective Book-Entry Noteholders
shall be exercised only through the Clearing Agency (directly or by proxy in
favour of the respective Participants) and shall be limited to those
established herein and by law;(e)
    
    all transfers and exchanges of Book-Entry Notes must be made
through the Book-Entry System and any person transferring a Book-Entry Note in
such manner shall be deemed to have transferred to the transferee all of such
Persons rights and obligations in respect thereof; all transferees of
Book-Entry Notes shall be deemed to have received and accepted such transfer
and be deemed to have agreed to be bound by the provisions of this Indenture;
and(f)
    
    for purposes of any provision of this Indenture requiring or
permitting actions with the consent of, or at the direction of, holders of
Notes evidencing a specified percentage of the aggregate unpaid principal
amount of Notes then outstanding, the Indenture Trustee is entitled to act and
rely upon the instructions of the Clearing Agency that it has received
instructions, directly or indirectly through their respective Participants, to
such effect from Book-Entry Noteholders owning or representing, respectively,
the requisite percentage of Notes.
 (2)
    
    Subject to Section 2.13(1), each of the parties hereto acknowledges and agrees
that the Book-Entry Noteholders through their respective Participants are collectively
entitled, under the terms hereof, to all of the rights accorded to registered holders
of Notes and are bound by all of the obligations of such Noteholders.(3)
    
    When a Book-Entry Note has been deposited with the Clearing Agency, the rights
of the Book-Entry Noteholders represented by a Book-Entry Note, with respect to the
interest acquired, the time at which it is acquired, the method of transfer and the
ability and procedure to enforce payment shall be as determined by the rules of the
Clearing Agency.(4)
    
    Payments of interest on Book-Entry Notes and payments of amounts due upon
maturity of Book-Entry Notes will be made in accordance with the rules of the Clearing
Agency.(5)
    
    If Book-Entry Notes have been issued and (i) the Trust advises the Indenture
Trustee that the Clearing Agency is no longer willing or able to discharge properly its
responsibilities as the Clearing Agency with respect to such Notes and the Clearing
Agency is unable to locate a qualified successor; or (ii) after the occurrence and
during the continuance of a Related Event of Default, Book-Entry Noteholders
representing, in aggregate, not less than 50% of the aggregate unpaid principal amount
then outstanding of the Notes of the affected Series advise the Indenture Trustee
through the Clearing Agency and the Participants in writing,
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that the continuation of
the Book-Entry System with respect to such Notes is no
longer in the best interests of the Book-Entry Noteholders with respect to such
Notes, then the Indenture Trustee shall notify the relevant Book-Entry Noteholders
of such Notes, through the Clearing Agency, of the occurrence of any such event and
of the availability of Definitive Notes to Book-Entry Noteholders requesting the
same. Upon surrender by the Clearing Agency of the single global certificate or
certificates representing the Notes and accompanied by registration instructions
from the Clearing Agency for re-registration, the Indenture Trustee shall certify
and deliver such Definitive Notes. None of the Issuer Trustee, the Trust or the
Indenture Trustee shall be liable for any delay in delivery of such instructions and
may conclusively act and rely on, and shall be protected in acting and relying on,
such instructions. Upon the issuance of such Definitive Notes, the Issuer Trustee,
the Indenture Trustee, the Trust, the Financial Services Sub-Agent and the Financial
Services Agent shall recognize the registered holders of such Definitive Notes as
Noteholders hereunder.(6)
    
    If Definitive Notes have been issued and thereafter the Trust advises the
Indenture Trustee of the availability of the Book-Entry System in regard to such Notes,
the Indenture Trustee and the Trust may agree to allow for the re-registration of such
Definitive Notes under the Book-Entry System and the Indenture Trustee shall forthwith
deliver notice thereof to each registered holder of such Notes. Upon surrender by any
such Noteholder of its Definitive Note accompanied by instructions for re-registration
of the Note under the Book-Entry System, such Note shall thereafter be re-issued under
the Book-Entry System and be subject to Sections 2.13(1), (2), (3), (4), (5) and (7),
mutatis mutandis.(7)
    
    Whenever any notice or other communication is required to be given to the
Noteholders of any Series, unless and until Definitive Notes shall have been issued to
the applicable Noteholders, the Trust or the Indenture Trustee, as the case may be,
shall give all such notices and communications to the applicable Clearing Agency.(8)
    
    The Trust and the Indenture Trustee may provide in a Related Supplement for the
issuance by the Trust of Book-Entry Notes in electronic uncertificated form in
accordance with the rules of the applicable Clearing Agency, which Notes shall for all
purposes under this Indenture be Book-Entry Notes, except as otherwise provided in this
Section 2.13(8). In such case, the Related Supplement shall provide for the procedures
to be followed by the Trust and the Indenture Trustee in connection with the issuance,
authentication, registration, exchange, transfer of, and making payments on, such
Book-Entry Notes and the terms of the Related Supplement relating to the procedures to
be followed in connection with the issuance, authentication, registration, exchange,
transfer of, and making payments, on such Book-Entry Notes shall, to the extent
inconsistent with the terms of this Indenture, govern such Book-Entry Notes.
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2.14 Payment of Notes
 (1)
    
    The entire principal amount of each Note, except as otherwise specified in the
Related Supplement, shall be due and payable on the maturity thereof unless such Note
becomes due and payable at an earlier date by acceleration, call, redemption or
otherwise.(2)
    
    The Notes shall accrue interest as specified in the Related Supplement.(3)
    
    Subject to Sections 2.14(6) and 2.15, any amount payable on any Note shall be
paid to the Noteholder as of the Record Date, if any, for the Related Distribution Date
by cheque mailed at least one Business Day prior to the Related Distribution Date to
such Noteholders address as it appears in the Note Register at the close of business
on such Record Date. The forwarding of such cheque shall satisfy and discharge the
liability for the payment due on such Note to the extent of the sum represented
thereby, unless such cheque is not paid on presentation. In the event of non-receipt
of such cheque by such Noteholder or the loss or destruction thereof, the Trust and/or
the Indenture Trustee, upon being furnished with reasonable evidence of such
non-receipt, loss or destruction and an indemnity satisfactory to the Trust and the
Indenture Trustee in their discretion, shall issue or cause to be issued to such
Noteholder a replacement cheque for the amount of such cheque. Notwithstanding the
foregoing, if a Book-Entry Note is deposited with the Clearing Agency, then, unless and
until the rules of the Clearing Agency are amended to permit the discharge from
liability of the Trust upon the deposit or making available of funds, the deposit or
making available of such amount to the Related Payment Account or mailing of cheques
shall neither satisfy nor discharge the liability of the Trust for the Note represented
by such Book-Entry Note to which the deposit or making available of funds relates to
the extent of the amount deposited or made available (plus the amount of any taxes
deducted as aforesaid). Until the rules of the Clearing Agency are amended as
aforesaid, the liability of the Trust for a Book-Entry Note will be discharged upon
payment by the Trust in accordance with the provisions of Section 2.13(4).
Notwithstanding the foregoing or any provision in any Note to the contrary, the Trust
will pay, if so requested in writing by a Noteholder or if required by the rules,
by-laws, procedures or guidelines of the Canadian Payments Association or similar body,
all amounts payable to such Noteholder, by wire transfer of immediately available funds
on the Related Distribution Date to such account or accounts as specified by the
Noteholder.(4)
    
    The Trust shall deposit to the Related Payment Account not later than each
Related Distribution Date such sums as may be sufficient to pay all amounts then due to
the Noteholders of the Related Series on such Related Distribution Date. To the extent
that the amounts on deposit in the Related Payment Account on any Related Distribution
Date (including proceeds of Notes issued) are insufficient to pay all amounts then due
on the Related Series on such Related Distribution Date,
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the amount so deposited shall
be paid to the Noteholders of such Related Series in accordance with the Related
Supplement.(5)
    
    The final payment on any Note shall, if such Note is a Definitive Note be made
only upon presentation and surrender of such Note on or after the Related Distribution
Date at one or more chartered banks in the City of Toronto identified by the Trust or
any branch of the Indenture Trustee designated for such purpose from time to time by
the Trust and the Indenture Trustee, or if such Note has been called for redemption or
repayment, at any other place as may be specified in the notice of redemption or
repayment. If such Note is a Book-Entry Note on deposit with a Clearing Agency, such
final payment shall be deposited with such Clearing Agency and paid to the beneficial
owners thereof in accordance with the Clearing Agencys practices and procedures and
the Clearing Agency shall deliver such Note to the Indenture Trustee for cancellation.(6)
    
    Notwithstanding any of the foregoing provisions, if a Related Event of Default
has occurred, then payments shall be made in accordance with the Related Supplement.
 2.15 Payment Agreement for Notes
  2.16 Interest Act
 Interest Act Interest Act
 2.17 Repayment of Unclaimed Money
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2.18 Maintenance of Records
  2.19 Acknowledgements
 (1)
    
    The Indenture Trustee acknowledges that the Trust has entered into the
Financial Services Agreement which provides, among other things, for the provision of
certain services and the performance by the Financial Services Agent of certain
obligations of the Trust under this Indenture connected with the issuance of the Notes.
Accordingly, any obligation of the Trust hereunder performed by the Financial Services
Agent on behalf of the Trust will be deemed to have been performed by the Trust and any
payments referred to hereunder received or received and applied against the Notes by
the Financial Services Agent on behalf of the Trust will be deemed to have been
received or received and applied by the Trust. The Indenture Trustee may act and rely
on any instrument or report referred to hereunder prepared by the Financial Services
Agent on behalf of the Trust as if the instrument or report had been prepared by the
Trust.(2)
    
    The Indenture Trustee acknowledges that the Financial Services Agent and the
Trust have entered into the Financial Services Sub-Agency Agreement which provides,
among other things, for the provision of certain services and the performance by the
Financial Services Sub-Agent of certain obligations of the Trust under this Indenture
connected with the issuance of the Notes. Accordingly, any obligation of the Trust
hereunder performed by the Financial Services Sub-Agent on behalf of the Financial
Services Agent, as agent of the Trust, will be deemed to have been performed by the
Trust and any payments referred to hereunder received or received and applied against
the Notes by the Financial Services Sub-Agent on behalf of the Financial Services
Agent, as agent of the Trust, will be deemed to have been received or received and
applied by the Trust. The Indenture Trustee may act and rely on any instrument or
report referred to hereunder prepared by the Financial Services Sub-Agent on behalf of
the
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Financial Services Agent, as agent of the Trust, as if the instrument or report had
been prepared by the Trust.(3)
    
    The Indenture Trustee also acknowledges that the Trust may designate one or
more Servicers to provide, among other things, certain services and perform certain
obligations of the Trust pursuant to the terms of a Securitization Agreement.
 ARTICLE 3
SUBORDINATION
 3.1 Subordination
  3.2 Rights of Noteholders Preserved
  3.3 Renewal or Extension of Senior Notes
 (1)
    
    Except as provided in the Related Supplement, the holders of Senior Notes of
any Series may at any time in their discretion renew or extend the time of payment of
the Senior Notes or exercise any other of their rights in respect thereof, including,
without limitation, the waiver of a Related Event of Default thereunder, all without
notice to or assent from the holders of the Subordinated Notes or the Indenture
Trustee.(2)
    
    No compromise, alteration, amendment, modification, extension, renewal or other
change of, or waiver, consent or other action in respect of, any liability or
obligation under or in respect of any Senior Notes or of any of the terms, covenants or
conditions of an indenture or other document under which any Senior Notes shall have
been issued, shall in any way alter or affect any of the provisions of this Article 3.
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ARTICLE 4
SECURITY
 4.1 Security for the Obligations Secured
 (1)
    
    Subject to Section 4.1(2), as security for the due payment and performance of
all Obligations Secured including, without limitation, all principal of and interest,
if any, on the Notes from time to time issued and certified under this Indenture, and
the performance by the Trust of all of the obligations of the Trust contained herein or
in any Related Supplement in relation thereto, the Trust hereby:
 (a)
    
    mortgages, charges, pledges, grants, transfers, assigns,
hypothecates and sets over unto the Indenture Trustee for the benefit of the
Specified Creditors as and by way of a fixed and specific mortgage, assignment,
pledge, hypothec and charge and grants to the Indenture Trustee for the benefit
of the Specified Creditors a security interest in (i) all right, title and
interest of the Trust in and to all Asset Interests now owned or hereafter
acquired by the Trust and all Programme Agreements to which the Trust is now or
hereafter may become party; (ii) all debts, accounts, claims, moneys and choses
in action which now are or which may at any time hereafter be due or owing to
or owned by the Trust, and also all securities, bills, notes, evidences of
deposits of money, and other documents now held or owned or which may be
hereafter taken, held or owned by the Trust, or anyone on behalf of the Trust,
and all renewals thereof, accretions thereto, substitutions therefor and all
interest, income and revenue arising therefrom or by virtue thereof, including,
without limitation, all debts, collections, demands and choses in action now or
hereafter owing to the Trust pursuant to any Programme Agreement, and all
amounts now or hereafter in all Series Accounts and Related Collateral Accounts
and interest on amounts held in such accounts, all Permitted Investments
thereof and the proceeds of such Permitted Investments; and (iii) all proceeds
in respect of the property described in (i) and (ii) now owned or hereafter
acquired by the Trust; and(b)
    
    mortgages, charges, pledges, grants, transfers, assigns,
hypothecates and sets over unto the Indenture Trustee for the benefit of the
Specified Creditors, a floating charge over and grants to the Indenture Trustee
for the benefit of the Specified Creditors a security interest in all of the
property, assets and undertaking now owned or hereafter acquired by the Trust
(other than such property, assets and undertaking which are at all times
validly subjected to the fixed and specific mortgage, assignment, pledge,
hypothec and charge hereby created).
 (2)
    
    Notwithstanding Section 4.1(1), (i) the Related Collateral shall be held as
security for the due payment of the Related Obligations Secured alone; (ii) the Related
Obligations Secured shall be secured solely by the Related Collateral and recourse
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in respect of such Related Obligations Secured shall be limited to the Related
Collateral and to amounts derived therefrom expressly allocated to fund payments to
the applicable Related Specified Creditors under Related Securitization Agreements,
this Indenture and the Related Supplement, including Section 9.5 and any similar
provision in the Related Supplement dealing with allocation of available funds; and
(iii) the Related Specified Creditors shall not have the right to enforce a claim
against the Trust or initiate or participate in the insolvency of the Trust as
unsecured creditors other than, and only to the extent that, such claim or
initiation or participation is necessary to permit recourse to the Related
Collateral.(3)
    
    For greater certainty, and without limiting Section 4.1(2), the Credit
Enhancement, Reserve(s) and Series Accounts in respect of a particular Series shall not
constitute part of the Related Collateral for any other Series and the Related
Specified Creditors in respect of such other Series shall not have any recourse to or
claim against any such Credit Enhancement, Reserve(s) and Series Accounts.
 4.2 Habendum
  4.3 Reservation of Last Day of Leasehold Terms
  4.4 Security Valid Irrespective of Advance of Moneys
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4.5 Satisfaction and Discharge
 (1)
    
    The Indenture Trustee will from time to time, upon the receipt of a Written
Order and at the expense of the Trust, cancel and discharge any of the security
constituted by, or pursuant to, this Indenture and execute and deliver to the Trust
such assignments or other instruments as are required to discharge any of the
security constituted hereby and reconvey to the Trust any property subject to any of
the security constituted hereby, free and clear of such security, and to effect the
cancellation or partial discharge of any registration or recording of the security
interest or other encumbrance created hereby, and to release the Trust from this
Indenture and the obligations hereof and the covenants herein contained (other than
the provisions relating to the indemnification of the Indenture Trustee) at such
time as the Trust has paid and satisfied all Obligations Secured to which such
security relates at the times and in the manner therein and herein provided.(2)
    
    If, (i) pursuant to the terms of a Credit Enhancement Agreement or
Securitization Agreement, any Asset Interest is to be conveyed to the Related Credit
Enhancer, the Related Originator or to any other Person; or (ii) with respect to the
Notes of any particular Series, any payment is made from the Related Collateral
Accounts or the Series Accounts in accordance with the terms of this Indenture, the
Related Supplement or the Related Securitization Agreement, such conveyance or payment
shall be effective immediately, free and clear of the security constituted hereby and
any other provision hereof, without the necessity of any Written Order, whether such
conveyance or payment shall occur before or after any Related Event of Default, and the
Indenture Trustee shall be deemed to have taken all action contemplated by
Section 4.5(1) to effect such conveyance.
 4.6 Other Security Documents
  ARTICLE 5
POSSESSION AND USE OF COLLATERAL
 5.1 General
 (1)
    
    Subject to the express terms of this Indenture and the Related Supplement,
until, in respect of the Notes of any Series, the Related Obligations Secured have
become due and payable pursuant to Section 8.2, the Trust will be permitted to
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possess
and use the Related Collateral in connection with the activities of the Trust,
including, without limitation, the right to exercise all of its rights and perform all
of its obligations under each Related Programme Agreement and enter into Related
Hedging Transactions without consultation with or the consent of the Indenture Trustee.(2)
    
    Each Note is issued on the express understanding and acknowledgement that the
rights under such Note are subject in all respects to the priority and sharing
arrangements set forth herein and in the Related Supplements, and to the provisions set
forth herein and therein regarding allocation of payments. The benefit of this
Indenture shall be allocated and shared among the Trust and the Noteholders in
accordance with the terms hereof and any Related Supplement.(3)
    
    The Indenture Trustee shall be entitled to amounts received by the Indenture
Trustee pursuant to this Indenture or any enforcement thereof, for its own account, to
the extent of any amounts owing to the Indenture Trustee pursuant hereto or in
connection herewith, for which the Indenture Trustee is expressly provided the benefit
of the security hereby constituted, and any amounts so paid to the Indenture Trustee
shall reduce the amounts otherwise available under this Indenture to each other
Noteholder on a pro rata basis, based on their relative entitlement to such amounts.
 5.2 Collection Accounts
 (1)
    
    With respect to the Notes of any particular Series, the Trust shall deposit all
cash proceeds received by it in connection with the Related Collateral, including,
without limitation, any Related Collections, all Permitted Investments thereof and all
proceeds of such Permitted Investments, to the Related Collection Accounts. Until the
Related Obligations Secured have become due and payable pursuant to Section 8.2, the
Trust shall have access to such Related Collection Accounts and may use the funds in
such accounts for any purpose not in violation of this Indenture or the Related
Programme Agreements, including, without limitation, payment of the Related Trust
Expenses.(2)
    
    All amounts payable by the Trust hereunder shall, prior to the occurrence of a
Related Event of Default, be paid: (i) out of the Related Collection Accounts of the
appropriate Series to the extent attributable to the Notes of a particular Series, or
the Related Collateral, the Related Obligations Secured or the Related Programme
Agreements; and (ii) out of all Related Collection Accounts, to the extent not
attributable to the Notes of a particular Series, in an amount per Series equal to the
Related Proportionate Share thereof.(3)
    
    All such amounts deposited in the Related Collection Accounts shall be
allocated only to the Related Specified Creditors of the appropriate Series, except as
otherwise expressly provided herein or in the Related Supplement.
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5.3 Location of Accounts
  ARTICLE 6
COVENANTS OF THE TRUST
 6.1 Positive Covenants
  (a)
    
    Pay Obligations. Duly and punctually pay or cause to be paid
to every Noteholder the principal of and interest and premium, if any, on the
Notes held by such Noteholder on the date, at the places and in the manner
provided for in this Indenture, each Related Supplement and the Notes and duly
and punctually pay all other Obligations Secured to the Specified Creditors in
the manner provided for in the Programme Agreements;(b)
    
    Maintain Collateral. Subject to the express terms of this
Indenture, diligently maintain and protect the Collateral;(c)
    
    Maintain Existence. Do or cause to be done all things
necessary to keep in full force and effect the existence of the Trust as a
trust validly existing under the laws of the Province of Ontario and all
properties, rights, franchises, licences and qualifications required to carry
on its business in each jurisdiction in which it owns property or carries on
business from time to time;(d)
    
    Compliance with Laws, etc.Comply with all applicable
governmental restrictions and regulations and obtain and maintain in good
standing all licences, permits, qualifications and approvals from any and all
governments, governmental commissions, boards or agencies of jurisdictions in
which it carries on business required in respect of the operations of the
Trust;(e)
    
    Pay Taxes. Pay or cause to be paid all taxes, government fees
and dues levied, assessed or imposed upon the Trust and its property or any
part thereof, as and when the same become due and payable; provided that the
Trust may protest the payment of any such taxes, fees or dues if it is acting
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in good faith and if (i) it either provides the Indenture Trustee with cash in
an amount sufficient to satisfy the same or otherwise satisfies the Indenture
Trustee that its interests are not prejudiced thereby; and (ii) if DBRS Limited
is then a Rating Agency, it provides notice to DBRS Limited thereof;(f)
    
    Further Assurances. From time to time execute and deliver all
financing statements, instruments of further assurance and other instruments
and take such other or further action as the Indenture Trustee, relying on the
advice of Counsel, may consider necessary or advisable in connection with
the security granted hereby;(g)
    
    Pay Indenture Trustee. Pay the Indenture Trustee in accordance
with the terms of this Indenture reasonable remuneration as agreed from time to
time for its services as Indenture Trustee hereunder and pay to the Indenture
Trustee on demand all reasonable expenses, disbursements and advances properly
incurred by the Indenture Trustee in connection with the trusts hereof
(including, without limitation, legal fees and expenses and the reasonable
compensation and disbursements of all other advisors, agents and experts not
regularly in its employ);(h)
    
    Appoint Successors. Upon the written request of the Indenture
Trustee, use its best efforts, following any (i) termination or resignation of
a Servicer, Back-Up Servicer, Custodian,the Financial Services Sub-Agent, as
standby financial services agent, or the Financial Services Agent; or
(ii) termination, non-renewal or expiration of a Credit Enhancement Agreement
(other than a termination, non-renewal or expiration which occurs because the
Related Asset Interests have been collected or assigned to the Related Credit
Enhancer and neither party thereto has any further obligation thereunder), to
appoint and enter into an agreement with a successor to such Servicer, Back-Up
Servicer, Custodian,the Financial Services Sub-Agent, as standby financial
services agent, or Financial Services Agent, or replace or renew such Credit
Enhancement Agreement, in form and substance the same as the applicable
provisions in the Programme Agreement so replaced or renewed (subject, in each
case, to such amendments as may be consented to by the Indenture Trustee) and,
in each such case, the Trust will notify the Indenture Trustee and each of the
Related Rating Agencies of each such occurrence and new agreement and will
deliver a copy of any such agreement to the Indenture Trustee for its approval
and satisfy the Rating Agency Condition before executing the same, and will
execute and deliver all supplemental indentures and amendments hereto and all
instruments of further assurance and other instruments and will take such other
and further action as the Indenture Trustee, relying on the advice of Counsel,
may consider necessary or
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advisable to assign and render subject to this
Indenture any such agreement;(i)
    
    Deliver Information. Deliver or cause to be delivered to the
Indenture Trustee and the Related Rating Agencies, (i) such financial
statements, reports and other information relating to the conduct of the
business and affairs of the Trust as the Indenture Trustee may reasonably
require including, without limitation, information pertaining to any actual or
anticipated Related Event of Default or other event which could reasonably be
anticipated to have a material adverse effect on the affairs of the Trust and
copies of all Programme Agreements (including any
amendments thereto) in effect from time to time; and (ii) in respect of the
Notes of any Series, the information specified in the Related Supplement;(j)
    
    Security Interest. The Trust shall defend the Security
Interest of the Indenture Trustee in and to the Collateral, whether now
existing or hereafter acquired, against all claims of third parties claiming
through or under the Trust or an Originator, other than under Permitted Liens
described in clause (i) or (iii) of the definition thereof. The Trust will
notify the Indenture Trustee promptly upon becoming aware of a security
interest claimed against the Collateral other than the Security Interest
provided for herein or any other Permitted Liens;(k)
    
    Change of Name. Immediately notify the Indenture Trustee and
each of the Rating Agencies of (i) any change in name of the Issuer Trustee or
the Trust and (ii) the name of any successor or replacement Issuer Trustee;(l)
    
    Change of Address. Immediately notify the Indenture Trustee
and each of the Rating Agencies of any change in address of the Issuer Trustee
or the Trust;(m)
    
    Register Financing Statements. Take all necessary action to
ensure the due registration of all requisite financing statements, financing
change statements or other instruments to properly maintain, preserve and
perfect the security provided hereunder or pursuant to any Hypothec in favour
of the Indenture Trustee;(n)
    
    Performance of Contractual Obligations. Perform in all
material respects all of its obligations under all contracts, indentures and
instruments to which it is a party (including the Programme Agreements);(o)
    
    Exercise of Rights under Programme Agreements. Exercise its
rights provided in the Programme Agreements in good faith in accordance with
the provisions thereof with a view to maximizing amounts available to pay
Obligations Secured of the relevant Series;
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(p)
    
    Delivery of Notice of Related Significant Event or Related
Event of Default. Promptly (and in any event, within 1 Business Day) notify
each of the Related Rating Agencies and the Indenture Trustee of the
occurrence, in respect of Notes of a particular Series, of a Related
Significant Event, a Related Event of Default or a Related Default;(q)
    
    Backup or Standby Servicer. If at any time the Back-Up
Servicer is not then acting as backup or standby Servicer for Related Asset
Interests, then upon the passing of an Extraordinary Resolution of the holders
of the Class of Notes set out in the Related Supplement which are authorized in
such Related Supplement to negotiate and settle the terms of an agreement with
a backup or standby Servicer for the Related Asset Interests, use its best
efforts (provided such efforts shall not require the expenditure of the
Trusts own funds beyond any amount provided for in the Related
Securitization Agreement) to appoint and enter into an agreement with a
backup or standby Servicer for the Related Asset Interests, in form and
substance satisfactory to the holders of the Class of Notes specified in the
Related Supplement which approval shall be evidenced by an Extraordinary
Resolution; and(r)
    
    Separateness Covenants. Take all reasonable steps to maintain
the Trusts identity as a distinct entity with assets and liabilities distinct
from those of any Originator and any of their respective Affiliates
(collectively, the Originator Entities). Without limiting the generality of
the foregoing and in addition to the other covenants set forth herein, the
Trust shall:
 (i)
    
    conduct its own business in its own name and
not commingle its assets with those of any other Person, except for any
commingling of Collections expressly permitted by a Related
Securitization Agreement;(ii)
    
    in accordance with the Related Securitization
Agreement, compensate all consultants and agents directly from the
Trusts bank accounts, for services provided to the Trust by such
consultants and agents and, to the extent any consultant or agent of
the Trust is also an employee, consultant or agent of any Originator
Entity, allocate the compensation of such employee, consultant or agent
between the Trust and such Originator Entity on a basis that reflects
the services rendered to the Trust and such Originator Entity;(iii)
    
    not identify the offices of any Originator
Entity as its offices (by signage or otherwise);
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(iv)
    
    not identify the telephone number of any
Originator Entity as its telephone number and it will not utilize the
stationery, invoices or cheques of any Originator Entity;(v)
    
    conduct all transactions with each Originator
Entity strictly on an arms length basis, allocate all overhead
expenses for items shared between the Trust and such Originator Entity
on the basis of actual use to the extent practicable and, to the extent
such allocation is not practicable, on a basis reasonably related to
actual use;(vi)
    
    conduct its affairs strictly in accordance with
its trust documents, and observe all necessary, appropriate and trust
formalities;(vii)
    
    maintain the Trusts books and records
separate from those of any Originator Entity and otherwise readily
identifiable as its own assets rather than assets of any such
Originator Entity;(viii)
    
    prepare its financial statements separately from those of any
Originator Entity and ensure that any consolidated financial statements
of any Originator Entity that include the Trust and that are filed
pursuant to applicable securities laws have notes clearly stating that
the Trust is a separate entity;(ix)
    
    only maintain bank accounts or other depository
accounts to which the Trust alone (or its agent) is the account party,
and from which only the Trust or its agent has the power to make
withdrawals;(x)
    
    pay all of the Trusts operating expenses from
the Trusts own assets in accordance with the Related Securitization
Agreement; and(xi)
    
    continuously maintain the resolutions,
agreements and other instruments of the Trust underlying the
transactions described in the Programme Agreements as official records
of the Trust separately identified and held apart from the records of
any Originator Entity.
 6.2 Negative Covenants
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(a)
    
    No Sale. Sell, transfer, exchange or otherwise dispose of any
of the Collateral;(b)
    
    Limit Activities. Engage in any activity other than the
activities contemplated by the Programme Agreements;(c)
    
    Impair Security. Permit the validity or effectiveness hereof
or of the Collateral to be impaired or permit the security created by this
Indenture to be amended, hypothecated, subordinated, terminated or discharged,
or permit any Person to be released from any covenants or obligations under
this Indenture;(d)
    
    Create Encumbrances. Create, incur, assume or suffer to exist
any Security Interest in respect of any of the Trusts undertaking, property or
assets, except Permitted Liens;(e)
    
    Create Indebtedness. Create, incur, assume or guarantee any
indebtedness or obligation or enter into any Hedging Transaction, which does
not comply with the Limited Recourse Condition; or(f)
    
    Amend Programme Agreements. Without limiting Sections 11.12,
11.13, 11.14 or 13.3, amend, supplement, modify, terminate, restate or replace
or waive or consent to a postponement of compliance with the terms and
conditions on the part of the other party to any of the Programme Agreements if
any such, amendment, supplement, modification, termination, restatement or
replacement or waiver or consent could reasonably be expected to, individually
or in the aggregate, materially adversely affect the rights or interests of any
Specified Creditor which has not consented thereto; provided that this
Section 6.2(f), Section 11.12(1)(e) and Section 13.3 shall not apply to nor
prevent any such amendment, supplement, modification, termination, restatement,
replacement, waiver or consent to or of any such Programme Agreement where the
consent or agreement of the Trust is not required pursuant to the terms of such
Programme Agreement and is not otherwise sought by any party to such Programme
Agreement.
 6.3 Indenture Trustee May Perform Covenants
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6.4 Right of Audit
  6.5 Notices Regarding Financial Services Sub-Agent
  ARTICLE 7
REPRESENTATIONS AND WARRANTIES
 7.1 Representations and Warranties of the Trust
  (a)
    
    Valid Existence and Due Qualification. The Trust is a trust
duly constituted and validly existing under the laws of the Province of
Ontario, is duly qualified to carry on its business in each jurisdiction in
which it carries on business, has the power and authority to enter into and
perform its obligations under this Indenture and the other Programme Agreements
executed by it and all instruments and agreements delivered pursuant hereto and
thereto and to own its property and carry on its business as currently
conducted including, without limitation, the power and authority and legal
right to acquire Asset Interests, and has obtained all material licences,
permits and approvals from all governments, governmental
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commissions, boards
and other agencies required in respect of its operations;(b)
    
    Due Authorization and Enforceability. The execution, delivery
and performance of this Indenture, the other Programme Agreements executed by
it and every instrument or agreement delivered pursuant hereto and thereto has
been duly authorized by all requisite action under the Declaration of Trust and
by all necessary corporate action on the part of the Issuer Trustee and this
Indenture and such other Programme Agreements, instruments and agreements have
been duly executed and delivered by the Trust and constitute valid and binding
obligations of the Trust enforceable against the Trust in accordance with their
respective terms subject to (i) applicable bankruptcy, insolvency, moratorium
and similar laws at the time in effect affecting the rights of creditors
generally, and (ii) equitable principles which may limit the availability of
certain remedies, including the remedy of specific performance;(c)
    
    No Litigation. There are no actions, suits or proceedings
pending or, to the knowledge of the Trust, threatened against the Trust at law
or in equity or before or by any governmental department, commission, board,
bureau,
agency or instrumentality, domestic or foreign, or before any arbitrator of
any kind, which would result in any material adverse change in the business,
operations, prospects, properties, assets or condition, financial or
otherwise, of the Trust or in the ability of the Trust to perform its
obligations under this Indenture, the other Programme Agreements executed by
it or any agreement or instrument delivered pursuant hereto or thereto; and
the Trust is not aware of any existing ground on which any such action, suit
or proceeding might be commenced with any reasonable likelihood of success;
and the Trust is not in default with respect to any judgment, order, writ,
injunction, decree, award, rule or regulation of any court, arbitrator or
governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, which, either separately or in the
aggregate, would result in any such material adverse change;(d)
    
    No Burdensome Agreements. It is not a party to any agreement
or instrument which materially adversely affects its ability to perform its
obligations under this Indenture, the other Programme Agreements executed by it
or any agreements or instruments delivered pursuant hereto or thereto or
materially adversely affects the business, operations, prospects, properties,
assets or condition, financial or otherwise, of the Trust;(e)
    
    No Restriction. It is not subject to any restriction or any
judgment, order, writ, injunction, decree, award, rule or regulation which
materially adversely affects, or in the future may materially adversely affect,
the business, operations, prospects, properties, assets or condition, financial
or
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otherwise, of the Trust or its ability to perform its obligations under this
Indenture, the other Programme Agreements executed by it or any agreements or
instruments delivered pursuant hereto or thereto;(f)
    
    No Conflict. Neither the execution nor delivery of this
Indenture, the other Programme Agreements executed by it or any agreements or
instruments delivered pursuant hereto or thereto, the consummation of the
transactions herein and therein contemplated, nor compliance with the terms,
conditions and provisions hereof or thereof conflicts with or will conflict
with, or results or will result in any breach of, or constitutes a default
under, (i) any of the provisions of the Declaration of Trust or any agreements
or instruments to which the Trust is a party or by which it or any of its
property and assets are bound, or (ii) the constating documents or by-laws of
the Issuer Trustee or any resolution of the board of directors (or any
committee thereof) or shareholders of the Issuer Trustee, or results or will
result in the creation or imposition of any mortgage, lien, charge or
encumbrance of any nature whatsoever (except as contemplated herein) upon any
of the property or assets of the Trust or in contravention of any applicable
law, rule or regulation of Canada or of any of the Provinces or Territories of
Canada;(g)
    
    No Consents Required. No consent, approval or authorization
of, or declaration, registration, filing or qualification with, or giving of
notice to, or taking of any other action in respect of, any governmental
authority or agency on the part of the Trust is required in connection with the
execution and delivery of this Indenture, the other Programme Agreements
executed by it or any agreements or instruments delivered pursuant hereto or
thereto or the consummation of any of the transactions contemplated hereby or
in connection with the enforcement of this Indenture, the other Programme
Agreements executed by it or any agreements or instruments delivered pursuant
hereto or thereto other than as may be required under applicable securities
laws and regulations or such as have been previously obtained, made, given or
taken, as the case may be;(h)
    
    Collateral. The Collateral is free from all encumbrances,
except those arising pursuant to this Indenture, any Hypothec or any other
Permitted Lien;(i)
    
    No Default. No event has occurred which constitutes, or with
notice or lapse of time or both, would constitute a Related Event of Default;
and(j)
    
    Residency. The Issuer Trustee and the Trust are not a
non-resident of Canada within the meaning of the ITA.
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7.2 Representation and Warranty of Indenture Trustee
  7.3 Survival of Representations and Warranties
  ARTICLE 8
EVENTS OF DEFAULT
 8.1 Related Event of Default
 Related Event of Default
 (a)
    
    Default in Payment. The Trust fails to pay any of the Related
Obligations Secured when the same becomes due and payable under any provision
of this Indenture, the Related Supplement or such Notes (other than where the
Trust has advised the Indenture Trustee in writing that such failure resulted
from inadvertence or error on the part of the Trust and which failure is
capable of timely rectification without having a material adverse effect on the
ability of the Trust to satisfy its obligations under such Notes (which
determination shall be made without regard to the availability of any Credit
Enhancement)) and such failure continues for a period of three Business Days
after the date on which written notice of such failure, requiring the same to
be remedied, shall have been given to the Trust by the Indenture Trustee or by
the holders of not less than 25% of the aggregate principal amount of the
Related Notes then outstanding; provided that, for greater certainty, no such
failure shall be considered to occur by reason or in consequence or as a result
of amounts that may be deducted or withheld under the ITA or any other
applicable taxation statute by the Trust or the Indenture Trustee from any
payment to be made to any holder of such Notes having been so deducted or
withheld and such
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amounts having been remitted to the appropriate governmental
authorities on behalf of such Noteholder;(b)
    
    Insolvency. The Trust admits the inability of the Trust to pay
its liabilities generally as they become due or makes a general assignment for
the benefit of the creditors of the Trust or otherwise acknowledges the
insolvency of the Trust or any proceeding shall be instituted by or against the
Trust seeking to adjudicate it a bankrupt or insolvent or seeking liquidation,
winding up, dissolution, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts under any law relating to bankruptcy,
insolvency, re-organization, moratorium or relief of debtors or seeking the
entry of an order for relief by the appointment of a receiver, trustee,
liquidator or other similar official for the Trust or for any substantial part
of its property and if such proceeding has been instituted against the Trust
either such proceeding has not been stayed or dismissed within 45 days or any
of the actions sought in such proceeding (including the entry of an order for
relief or the appointment of a receiver), are granted in whole or in part or if
a receiver is privately appointed in respect of the Trust or of the property of
the Trust or any substantial part thereof;(c)
    
    Levy of Execution. An encumbrancer, other than the Indenture
Trustee, takes possession of the Related Collateral or any material part
thereof, or any process or execution is levied or enforced upon or against the
Related Collateral or any material part thereof, and remains unsatisfied for
such period as would permit any such property to be sold thereunder, unless
such process is in good faith disputed by the Trust and the Trust gives or
causes to be given security which is sufficient to pay in full the amount
thereby claimed in case the claim is held to be valid;(d)
    
    Winding-Up Order. An order is made or an effective resolution
passed for the winding up, liquidation or dissolution of the Trust;(e)
    
    Default in Performance. The Trust defaults in the performance
of any covenant contained in this Indenture not covered by Section 8.1(a)
(except to any extent which has not had and which could not reasonably be
expected to have a material adverse effect on the ability of the Trust to pay
any Related Obligations Secured when the same become due) and such default
remains unremedied for a period of 30 days after notice thereof is given in
writing by the Indenture Trustee or by the holders of not less than 25% of the
aggregate principal amount of the Related Notes then outstanding specifying the
nature of the default and requiring that it be remedied; provided that such 30
day grace period shall only be applicable if (i) the Trust is proceeding with
all due diligence to cure or cause to be cured such failure; (ii) its
proceedings can be reasonably expected to cure
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or cause to be cured such
failure within such period and (iii) it has delivered a Certificate of the
Trust to such effect; or(f)
    
    Breach of Representation or Warranty. Any representation or
warranty made by the Trust in or pursuant to this Indenture, any Related
Supplement or any other document or instrument delivered hereunder proves to
have been incorrect when made, and such incorrect representation or warranty
could reasonably be expected to have a material adverse effect on the ability
of the Trust to satisfy its obligations under the Related Notes (such material
adverse effect to be determined without reference to any available Credit
Enhancement) and continues to be unremedied for a period of 30 days after
delivery by the Indenture Trustee or by the holders of not less than 25% of the
aggregate principal amount of the Related Notes then outstanding of written
notice thereof to the Trust specifying the nature of the incorrectness and
requiring that it be remedied; provided that such 30 day grace period shall
only be applicable if (i) the Trust is proceeding with all due diligence to
cure or cause to be cured such incorrectness; (ii) its proceedings can be
reasonably expected to cure or cause to be cured such incorrectness within such
period and (iii) it has delivered a Certificate of the Trust to such effect.
 8.2 Acceleration of Maturity; Rescission and Annulment
 (1)
    
    Subject to the terms of the Related Supplement for any Series, if a Related
Event of Default for any Series should occur and be continuing, then and in every such
case (other than in the case of a Related Event of Default described in Section 8.1(b),
Section 8.1(d) or as provided in the Related Supplement for any Series) the Indenture
Trustee or the Noteholders of such Series representing not less than 25% of the
aggregate principal amount of Notes of such Series then outstanding may declare all the
Notes of such Series to be immediately due and payable, by a notice in writing to the
Trust (and to the Indenture Trustee if given by the Noteholders), and upon any such
declaration or upon the occurrence of a Related Event of Default described in
Section 8.1(b), Section 8.1(d) or as provided in the Related Supplement for any Series,
the aggregate principal amount of Notes of such Series then outstanding, together with
accrued and unpaid interest thereon through the date of acceleration, shall become
immediately due and payable and the security hereby constituted shall forthwith become
enforceable. Subject to the provisions of Section 8.2(2), if such declaration of or
other acceleration of maturity of a Series has been made, the Trust will forthwith pay
to the Indenture Trustee and the Related Specified Creditors in accordance with
Section 9.5, all Related Obligations Secured together with all accrued and unpaid
interest thereon to the date of such payment. The Indenture Trustee shall give prompt
notice of any acceleration of maturity pursuant to this Section 8.2(1) to the Related
Rating Agencies.
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(2)
    
    At any time after such declaration of or other acceleration of maturity of a
Series has been made and before a judgment or order for payment of the money due has
been obtained by the Indenture Trustee as provided in Article 9, the Noteholders
representing not less than 50% of the aggregate principal amount of the Notes of such
Series then outstanding may, by written notice to the Trust and the Indenture Trustee,
rescind and annul such declaration or other acceleration and its consequences if:
 (a)
    
    the Trust has paid or deposited with the Indenture Trustee a
sum sufficient to pay:
 (i)
    
    all payments of principal of and interest that
are then due on all Notes of the affected Series and all other amounts
that would then be due hereunder or upon such Notes if the Related
Event of Default giving rise to such acceleration had not occurred;(ii)
    
    all sums paid or advanced by the Indenture
Trustee hereunder and the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and
Counsel; and(iii)
    
    all amounts then due and payable to the other
Related Specified Creditors; and
 (b)
    
    all Related Events of Default, other than the non-payment of
the principal of the Notes that have become due solely by such acceleration,
have been cured or waived in accordance with this Section 8.2(2).No such rescission shall affect any subsequent Related Default or Related Event of
Default or impair any right consequent thereto. The Indenture Trustee shall give
prompt notice of any such rescission or annulment to the Related Rating Agencies.
 (3)
    
    If a Related Event of Default for any Series should occur and be continuing and
an acceleration of maturity of such Series pursuant to Section 8.2(1) has not been
made, the holders of the Notes of such Series shall have the right and power
(exercisable by resolution of the holders of not less than 50% of the aggregate
outstanding principal amount of the affected Notes) to instruct the Indenture Trustee
to waive a Related Event of Default arising solely from: (i) a Related Event of
Default specified in the Related Supplement as being an event which may be waived
pursuant to this Section 8.2(3); or (ii) an event described in Section 8.1(e) or
8.1(f), and upon the receipt of such instruction, the Indenture Trustee will thereupon
waive the Related Event of Default upon the terms and conditions as such holders of
Notes prescribe, provided always that no act or omission by either the Indenture
Trustee or such holders of Notes will extend to or be taken in any manner whatsoever to
affect any subsequent Related Event of
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Default or the rights resulting therefrom. The
Indenture Trustee shall give prompt notice of any such waiver to the Related Rating
Agencies.
 8.3 Notice of Related Default or Related Event of Default
 (1)
    
    The Indenture Trustee shall give notice to the applicable Noteholders of the
occurrence of a Related Event of Default, within a reasonable time, but not exceeding
in any event 10 days, after the Indenture Trustee receives notice of the occurrence
thereof, unless the Indenture Trustee in good faith determines that the withholding of
such notice is in the best interests of the Noteholders and so advises the Trust in
writing. The Indenture Trustee shall give notice of the occurrence of every Related
Event of Default to the Related Rating Agencies as soon as possible but in any event
within five Business Days after the Indenture Trustee receives notice of the occurrence
thereof.(2)
    
    The Indenture Trustee shall give notice to the applicable Noteholders of the
occurrence of a Related Default to which it has actual knowledge, within a reasonable
time, but not exceeding in any event 5 days, after the Indenture Trustee receives
notice of the occurrence thereof, unless the Indenture Trustee in good faith determines
that the withholding of such notice is in the best interests of the Noteholders and so
advises the Trust in writing. The Indenture Trustee shall give notice of the
occurrence of every Related Default to which it has actual knowledge to the Related
Rating Agencies as soon as possible but in any event within five Business Days after
the Indenture Trustee receives notice of the occurrence thereof.(3)
    
    When such notice of an occurrence of a Related Default or Related Event of
Default has been given and the Related Default or Related Event of Default, as
applicable, is thereafter cured, notice that the Related Default or Related Event of
Default, as applicable, is no longer continuing shall be given by the Indenture Trustee
to Persons to whom notice was sent pursuant to Section 8.3(1) or Section 8.3(2) as soon
as practicable after the curing of such Related Default or Related Event of Default, as
applicable, but not exceeding in any event 30 days, after the Indenture Trustee
receives notice that the Related Default or Related Event of Default, as applicable,
has been cured.
 ARTICLE 9
REMEDIES
 9.1 Collection Of Indebtedness And Suits For Enforcement By Indenture Trustee
 (1)
    
    The Trust covenants that upon the acceleration of any Series pursuant to
Section 8.2, the Trust will, upon demand of the Indenture Trustee, pay to it, for the
benefit of the Noteholders of such Series, the whole amount then due and payable on
such Notes for principal and interest, with interest upon the overdue
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principal and
interest at the applicable interest 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, experts, advisors and Counsel (less any taxes required to be deducted
pursuant to applicable laws).(2)
    
    If the Trust shall fail forthwith to pay such amounts upon such demand, the
Indenture Trustee, in its own name and as trustee of an express trust, may institute a
Proceeding for the collection of the sums so due and unpaid, and may prosecute such
Proceeding to judgment, and may enforce the same against the Trust and collect in the
manner provided by law out of the Related Collateral, wherever situated, the moneys
adjudged or ordered to be payable.(3)
    
    If any Related Event of Default in respect of any Series occurs and is
continuing, the Indenture Trustee may, as more particularly provided in Section 9.4,
proceed to protect and enforce its rights and the rights of the Related Noteholders and
other Related Specified Creditors, by such appropriate Proceedings as such Noteholders
shall specify 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.(4)
    
    In case there shall be pending, relative to the Trust upon the Related
Obligations Secured for any Series or any Person having or claiming an ownership
interest in the Related Collateral, Proceedings under any applicable bankruptcy,
insolvency or other similar law, or in case a receiver, assignee, trustee in
bankruptcy,
liquidator, sequestrator or similar official shall have been appointed for or taken
possession of the Trust or its property, or in case of any other comparable judicial
Proceedings relative to the Trust upon such Related Obligations Secured, or to the
creditors or property of the Trust, the Indenture Trustee, irrespective of whether
the principal of any affected Obligations Secured shall then be due and payable as
therein expressed or by acceleration or otherwise and irrespective of whether the
Indenture Trustee shall have made any demand pursuant to this Section 9.1, shall be
entitled and empowered, by intervention in such Proceedings or otherwise:
 (a)
    
    to file and prove a claim or claims for the whole amount of
principal and interest owing and unpaid in respect of the Related Obligations
Secured 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 to the
extent resulting from their own wilful
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misconduct or negligence) and of the
Related Specified Creditors allowed in such Proceedings;(b)
    
    unless prohibited by applicable law or regulations, to vote on
behalf of the Specified Creditors for any affected Series in any election of a
receiver, trustee, a monitor, an interim trustee or any Person performing
similar functions in any such Proceedings;(c)
    
    to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute in accordance with this
Indenture all amounts received with respect to the claims of the affected
Noteholders and other Related Specified Creditors and of the Indenture Trustee
on their behalf; and(d)
    
    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 Related Specified Creditors allowed in any Proceedings relative
to the Trust, its creditors and its property;
 and any receiver, trustee, liquidator, assignee, custodian, sequestrator or other
similar official in any such Proceeding is hereby authorized by each of such Related
Specified Creditors 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
Related Specified Creditors, 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
wilful misconduct or negligence.
 (5)
    
    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 Related
Specified Creditor any plan of reorganization, arrangement, adjustment or composition
affecting the Related Obligations Secured or the rights of any Related Specified
Creditor or to authorize the Indenture Trustee to vote in respect of the claim of any
Related Specified Creditor in any Proceedings except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar Person.(6)
    
    All rights of action and of asserting claims under this Indenture and any
Related Supplement, or under any of the Related Obligations Secured, may be enforced by
the Indenture Trustee without the possession of any of the Related Obligations Secured
or the production thereof in any trial or other Proceedings relative thereto, and any
such Proceedings instituted by the Indenture Trustee shall be brought in its own name
and 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
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their respective agents and attorneys, shall be for
the benefit of the Related Specified Creditors.(7)
    
    In any Proceedings brought by the Indenture Trustee (and also any Proceedings
involving the interpretation of any provision of this Indenture to which the Indenture
Trustee shall be a party), the Indenture Trustee shall be held to represent all Related
Specified Creditors, and it shall not be necessary to make any Related Specified
Creditor a party to any such Proceedings.
 9.2 Remedies; Priorities
 (1)
    
    If a Related Event of Default in respect of any Series shall have occurred and
be continuing, the Indenture Trustee may do one or more of the following (subject to
Section 9.4):
 (a)
    
    institute Proceedings in its own name and as trustee of an
express trust for the collection of all amounts then payable on the Related
Obligations Secured or under this Indenture and the Related Supplement with
respect thereto, whether by declaration or otherwise, enforce any judgment
obtained, and collect upon such Obligations Secured moneys adjudged due;(b)
    
    institute Proceedings from time to time for complete or partial
foreclosure with respect to the Related Collateral;(c)
    
    exercise any remedies of a secured party under the PPSA,
including taking possession of and using the Related Collateral or any portion
thereof, and take any other appropriate action to protect and enforce the
rights and remedies of the Indenture Trustee and the Specified Creditors of
such Series;(d)
    
    appoint a Receiver with respect to the Related Collateral; and(e)
    
    sell the Related Collateral, or any portion thereof or rights
or interest therein, at one or more public or private sales called and
conducted in any manner permitted by law;
 provided, however, that the Indenture Trustee may not sell or otherwise liquidate
the Related Collateral in respect of any Series following a Related Event of
Default, other than a Related Event of Default described in Section 8.1(b), Section
8.1(d) or a Related Event of Default so specified in the Related Supplement, unless:
(A) the Noteholders of such Series by Extraordinary Resolution consent thereto, (B)
the proceeds of such sale or liquidation distributable to the Noteholders of such
Series and the other Related Specified Creditors (other than the Related
Originators) will be sufficient to discharge in full all amounts then due and unpaid
upon the Related Obligations Secured or
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(C) the Indenture Trustee determines that
the Related Collateral will not continue to provide sufficient funds for the payment
of principal of and interest on the Related Obligations Secured as they would have
become due if the Related Obligations Secured had not been declared due and payable,
and the Indenture Trustee obtains the consent of Noteholders of such Series by
Extraordinary Resolution of such Noteholders. In determining such sufficiency or
insufficiency with respect to clauses (B) and (C), the Indenture Trustee may, but
need not, obtain and rely upon an opinion of an independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed action
and as to the sufficiency of the Related Collateral for such purpose.
 (2)
    
    If the Indenture Trustee collects any money or property pursuant to this
Article 9 in respect of any Series or the Related Collateral, it shall pay out such
money or property in accordance with the Related Supplement.
 9.3 Performance And Enforcement Of Certain Obligations
 (1)
    
    Promptly following a request from the Indenture Trustee to do so, the Trust
shall take all such lawful action as the Indenture Trustee may request to compel or
secure the performance and observance by an Originator, a Servicer or a Back-Up
Servicer, as applicable, of its obligations to the Trust under or in connection with
any applicable Securitization Agreement, Servicing Agreement or agreement with the
Back-Up Servicer in accordance with the terms thereof, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Trust under or in
connection with such Securitization Agreement, Servicing Agreement or other 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 Originator, the Servicer or
Back-Up Servicer thereunder and the institution of legal or administrative actions or
proceedings to compel or secure performance by the Originator, the Servicer or Back-Up
Servicer of each of their obligations under the affected Securitization Agreement,
Servicing Agreement or other agreement.(2)
    
    If a Related Event of Default has occurred and is continuing, the Indenture
Trustee may, and at the direction (which direction shall be in writing) of the
Noteholders of such Series upon an Extraordinary Resolution of such Noteholders shall,
subject to Section 12.3, exercise all rights, remedies, powers, privileges and claims
of the Trust against the Related Originator or the Related Servicer under or in
connection with the Related Securitization Agreement or Related Servicing Agreement,
including the right or power to take any action to compel or secure performance or
observance by the Related Originator or the Related Servicer of each of their
obligations to the Trust thereunder and to give any consent, request, notice,
direction, approval, extension or waiver under the Related Securitization Agreement
or Related Servicing Agreement, and any right of the Trust to take such action shall
be suspended.
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9.4 Optional Preservation Of The Related Collateral
  9.5 Application of Moneys
  9.6 Trust Moneys
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9.7 Restoration Of Rights And Remedies
  9.8 Delay Or Omission Not A Waiver
  9.9 Control By Noteholders
  (a)
    
    such direction shall not be in conflict with any rule of law or
with this Indenture or the Related Supplement;(b)
    
    any direction to the Indenture Trustee to sell or liquidate the
Related Collateral shall be subject to the express terms of Section 9.2;(c)
    
    if the Indenture Trustee elects to allow the Trust to retain
the Related Collateral pursuant to Section 9.4, then any contrary direction
shall require the approval of holders of Notes of such series by Extraordinary
Resolution; and
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(d)
    
    the Indenture Trustee may take any other action deemed proper
by the Indenture Trustee that is not inconsistent with such direction;
  9.10 Purchase by Specified Creditors
  9.11 Protection of Persons Dealing with Indenture Trustee
  9.12 Remedies Cumulative
  9.13 The Trust to Execute Confirmatory Deed
  9.14 Indenture Trustee Appointed Attorney
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(a)
    
    to ask for, demand, sue for, collect and receive all and any
moneys due or becoming due with respect to the Related Collateral;(b)
    
    to receive, take, endorse, assign and deliver any and all
cheques, notes, drafts, acceptances, documents and other negotiable and
non-negotiable instruments, documents and chattel paper taken or received by
the Indenture Trustee in connection therewith and herewith; and(c)
    
    to commence, file, prosecute, defend, settle, compromise or
adjust any claim, suit, action or proceeding with respect to the Related
Collateral.
  9.15 Credit Enhancement Agreements
  9.16 Disclaimer of Marshalling
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9.17 Appointment of Receiver
  (a)
    
    the Indenture Trustee may from time to time in the same manner
remove any Receiver so appointed and appoint another in its stead; in making
any appointment the Indenture Trustee will be deemed to be acting as the agent
of the Trust;(b)
    
    any appointment will be limited to the Related Collateral and
may be made either before or after the Indenture Trustee has taken possession
of such Related Collateral;(c)
    
    every Receiver may in the discretion of the Indenture Trustee
be vested with all or any of the powers and discretions of the Indenture
Trustee;(d)
    
    the Indenture Trustee may from time to time fix the reasonable
remuneration of every Receiver and direct the payment thereof out of such
Related Collateral, the income therefrom or the proceeds thereof;(e)
    
    the Indenture Trustee may from time to time require any
Receiver to give security for the performance of its duties and may fix the
nature and amount thereof, but will not be bound to require security;(f)
    
    every Receiver may, with the consent in writing of the
Indenture Trustee, borrow money and grant security for the purposes of the
maintenance, protection or preservation of such Related Collateral or any part
thereof with any amount so borrowed and any interest thereon to be a charge or
lien on such Related Collateral in priority to the security hereby constituted;(g)
    
    every Receiver will, so far as concerns responsibility for its
acts or omissions, be deemed the agent of the Trust and in no event the agent
of the Indenture Trustee, and the Indenture Trustee will not, in making or
consenting to the appointment, incur any liability to the Receiver for its
remuneration or otherwise, provided that the Trust hereby irrevocably
authorizes the Indenture Trustee to give instructions to the Receiver relating
to the performance of its duties as set out herein;(h)
    
    except as may be otherwise directed by the Indenture Trustee or
as otherwise specifically provided in this Indenture, all money from time to
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time received by any Receiver will be paid over to the Indenture Trustee to be
held by it on the trusts of this Indenture; and
 (i)
    
    the Indenture Trustee may pay over to any Receiver any money
constituting part of such Related Collateral to the extent that the same may be
required to be applied for the purposes hereof by such Receiver, and the
Indenture Trustee may from time to time determine what funds such Receiver is at liberty to keep in hand with a view
to the performance of its duty as Receiver.
 9.18 Holding in Trust
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ARTICLE 10
SUITS BY SPECIFIED CREDITORS AND INDENTURE TRUSTEE
 10.1 Specified Creditors May Not Sue
  (a)
    
    the Specified Creditor previously has given to the Indenture
Trustee written notice of the happening of a Related Event of Default;(b)
    
    in the case of any Proceeding by the Noteholders of any
particular Series, such Noteholders, by Extraordinary Resolution, have made a
request to the Indenture Trustee and the Indenture Trustee has been afforded
reasonable opportunity itself to either proceed to exercise the powers
hereinbefore granted or to institute a Proceeding in its name for the purpose
requested;(c)
    
    in the case of any Proceeding by a Specified Creditor other
than the Noteholders of any particular Series, such Specified Creditor has made
a written request to the Indenture Trustee and the Indenture Trustee has been
afforded reasonable opportunity itself to either proceed to exercise the powers
hereinbefore granted or to institute a Proceeding in its name for the purpose
requested;(d)
    
    the Specified Creditors referred to in (b) or (c) above have
offered to the Indenture Trustee, when so requested by the Indenture Trustee,
sufficient funds and security and indemnity satisfactory to the Indenture
Trustee, acting reasonably, against the costs, expenses and liabilities to be
incurred therein or thereby; and(e)
    
    the Indenture Trustee has failed to act hereunder within a
reasonable time which shall, for the purposes hereof, not exceed a period of 60
days in any event after notification, request and offer of sufficient funds and
indemnity by such Specified Creditors;
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10.2 Indenture Trustee Not Required to Possess Notes
  10.3 Indenture Trustee May Institute All Proceedings
  10.4 Application of Proceeds
  ARTICLE 11
MEETINGS OF NOTEHOLDERS
 11.1 Right to Convene Meetings
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11.2 Record Dates
  11.3 Notice of Meetings
  11.4 Chairperson
  11.5 Quorum
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11.6 Power to Adjourn
  11.7 Show of Hands
  11.8 Poll
  11.9 Voting
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11.10 Regulations
  (a)
    
    the voting by proxy by Noteholders and the form of instrument
appointing proxies and the manner in which the same will be executed and with
respect to the production of the authority of any Person signing on behalf of
the giver of the proxy;(b)
    
    the lodging of instruments appointing proxies at any place or
places and in such custody as the Indenture Trustee directs and the time, if
any, before the holding of the meeting or adjourned meeting by which the same
must be deposited;(c)
    
    the forwarding by the custodian thereof of particulars of
instruments appointing proxies by letter, cable, telegraph, facsimile or
electronic messaging system before the meeting to the Trust or to the Indenture
Trustee or to the chairperson of the meeting;(d)
    
    the issue of voting certificates to holders of Book-Entry Notes
which voting certificates shall entitle the holders named therein to be present
and vote at any such meeting and at any adjournment thereof or to appoint a
proxy or proxies to represent them and vote for them at any such meeting and at
any adjournment thereof, in the same manner and with the same effect as though
the holders so named in such voting certificates were the actual registered
holders of Definitive Notes; and(e)
    
    any other matters it deems necessary for the proper conduct of
the meeting.
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11.11 The Trust and Indenture Trustee
  11.12 Powers Exercisable by Extraordinary Resolution of all Noteholders
 (1)
    
    In addition to any powers hereinbefore given, the Noteholders generally shall
by Extraordinary Resolution of all Noteholders have the power to:
 (a)
    
    subject to Sections 9.9, 12.3(2) and 12.3(3), require the
Indenture Trustee to exercise or refrain from exercising any of the powers
conferred upon it by this Indenture;(b)
    
    sanction the release of the Trust from its covenants and
obligations hereunder;(c)
    
    remove the Indenture Trustee from office and appoint a new
Indenture Trustee hereunder;(d)
    
    without limiting Section 13.3, permit or direct the Indenture
Trustee to sanction or consent to any amendment, supplement, modification,
termination, restatement, replacement, waiver or consent to or postponement of
compliance with, any Programme Agreement (including this Indenture but other
than a Related Supplement) which would otherwise not be permitted hereunder,
provided however that where such amendment, supplement, modification,
termination, restatement, replacement, waiver or consent to or postponement of
compliance, would, in the opinion of the Indenture Trustee materially adversely
affect the rights or interests of a Credit Enhancer or any other Specified
Creditor, the consent of such Credit Enhancer or other Specified Creditor shall
be required;(e)
    
    assent to any compromise or arrangement by the Trust with any
creditor, creditors or class or classes of creditors or with the holder of any
securities of the Trust;(f)
    
    restrain any holder of any Note from taking or instituting any
suit, action or proceeding for the recovery of amounts payable under such Note
or hereunder or for the execution of any trust or power hereunder or for the
appointment of a Receiver or trustee in bankruptcy or the winding up of the
Trust or for any other remedy hereunder and to direct such holder of
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any Note to waive any Related Event of Default on which any suit or proceeding is
founded;
 (g)
    
    direct any Noteholder bringing any action, suit or proceeding
and the Indenture Trustee to waive the Related Event of Default in respect of
which such action, suit or proceeding shall have been brought;(h)
    
    direct the Indenture Trustee to request the appointment of a
successor Financial Services Agent or Financial Services Sub-Agent pursuant to
Section 6.1(h), or to terminate the Financial Services Sub-Agency Agreement or
Section 2.2 thereof in accordance with Section 6.1 thereof;(i)
    
    appoint a committee with power and authority (subject to such
limitations, if any, as may be prescribed in the Extraordinary Resolution) to
exercise, and to direct the Indenture Trustee to exercise, on behalf of the
Noteholders, such of the powers of the Noteholders as are exercisable by
Extraordinary Resolution or other resolution as shall be included in the
Extraordinary Resolution appointing the committee. The Extraordinary
Resolution making such appointment may provide for payment of the expenses and
disbursements of and compensation to such committee. Such committee shall
consist of such number of persons as shall be prescribed in the Extraordinary
Resolution appointing it and the members need not be themselves Noteholders.
Every such committee may elect its chairperson and may make regulations
respecting its quorum, the calling of its meetings, the filling of vacancies
occurring in its number and its procedures generally. Such regulations may
provide that the committee may act at a meeting at which a quorum is present or
may act by minutes signed by the number of members thereof necessary to
constitute a quorum. All acts of any such committee within the authority
delegated to it shall be binding upon all Noteholders. Neither the committee
nor any member thereof shall be liable for any loss arising from or in
connection with any action taken or omitted to be taken by them in good faith;
and(j)
    
    take any other action authorized by this Indenture or directed
under any other Programme Agreement to be taken by Extraordinary Resolution.
 (2)
    
    Notwithstanding any other provision of this Indenture, (i) no change whatsoever
to (x) the payee of a Note may be made without the consent of the holder of such Note;
(y) the date of maturity of a Note, the principal amount or currency of a Note, the
interest rate or premium payable on a Note, if any, the place of payment of a Note, or
the amount or timing of distributions which are required to be made on a Note, may be
made without the consent of the holders of not less than 95% of the aggregate principal
amount of each Series or Class of Notes affected by such change; or (z) the percentage
specified in the definition of Extraordinary Resolution in Section 11.15 for passage
of a resolution may be made without the consent of the holders of not less than 95% of
the aggregate principal amount of
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each Series or Class adversely affected; and (ii) no
Extraordinary Resolution may be adopted which adversely affects the rights, duties or
immunities under this Indenture or otherwise of the Indenture Trustee without the
express written consent of the Indenture Trustee.
 11.13 Powers Exercisable by Extraordinary Resolution of Holders of Series
 (1)
    
    The Noteholders of each particular Series shall, in addition to any powers
herein given to holders of Notes generally and to the exclusion of the Noteholders of
all other Series, have the power, exercisable from time to time by Extraordinary
Resolution, to sanction and agree to (and to direct the Indenture Trustee to sanction
and agree, or, as applicable, consent, to) any amendment, supplement, modification,
termination, restatement, replacement, waiver or consent to or postponement of
compliance with, any of the provisions of any Programme Agreement (including this
Indenture or the Related Supplement) to the extent affecting such Notes (as compared to
Notes of another Series) solely or otherwise in a manner or to an extent differing from
that in or to which it affects the rights of the Noteholders of any other affected
Series (including waiving any Related Event of Default), or to sanction the sale,
exchange or other disposition of Related Collateral or any part thereof for such
consideration as may be specified in the Extraordinary Resolution; provided, in each
case, that (i) such amendment, supplement, modification, termination, restatement,
replacement, waiver or consent to or postponement of compliance, or sale, exchange or
other disposition, does not adversely affect the rights or interests of the
Noteholders of any other Series, as determined by the Indenture Trustee relying on
the advice of Counsel; and (ii) where such amendment, supplement, modification,
termination, restatement, replacement, waiver or consent to or postponement of
compliance, would, in the opinion of the Indenture Trustee materially adversely
affect the rights or interests of a Credit Enhancer or any other Specified Creditor
(other than a Noteholder of such Series), the consent of such Credit Enhancer or
other Specified Creditor shall be required.(2)
    
    If any business to be transacted at a meeting of Noteholders, or any action to
be taken or power to be exercised by instrument in writing under Section 11.18, affects
the rights of the Noteholders of one or more Series in the manner described in Section
11.13(1), then:
 (a)
    
    reference to such fact, indicating each Series so affected,
shall be made in the notice of such meeting and the meeting shall be and is
herein called a serial meeting; and(b)
    
    the Noteholders of a Series so affected shall not be bound by
an action taken or power exercised at a meeting of Noteholders generally, or at
a serial meeting or by instrument in writing under Section 11.18 unless, in
addition to compliance with the other provisions of this Article 11, such
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action is taken or power exercised by resolution of the Noteholders of such
Series as follows:
 (i)
    
    at such serial meeting:
 (A)
    
    there is present a quorum
consisting of Noteholders holding either in person or by proxy
not less than 25% of the aggregate principal amount then
outstanding of the Notes of such Series so affected (subject to
the provisions of this Article 11 as to adjourned meetings); and(B)
    
    the resolution is passed by an
Extraordinary Resolution of the Noteholders of such Series so
affected; or
 (ii)
    
    by a written instrument signed in one or more
counterparts by the holders of not less than 66 2/3% of the aggregate
principal amount then outstanding of the Notes of such Series so
affected.
 (3)
    
    Notwithstanding any of the provisions hereof, if any business to be transacted
at any meeting, or any action to be taken or power to be exercised by instrument in
writing under Section 11.18, does not in the opinion of the Indenture Trustee
materially adversely affect the rights or interests of the Noteholders of one or more
particular Series, the provisions of this Article 11 shall apply as if the Notes of
such Series were not outstanding and no notice of any such meeting need be given to the
Noteholders of such Series. For greater certainty, but without limiting the generality
of the foregoing:
 (a)
    
    a proposal to modify or terminate any covenant or agreement
which by its terms is effective only so long as Notes of a particular Series
are outstanding shall be deemed not to adversely affect the rights of the
Noteholders of any other Series; and(b)
    
    the Noteholders of any Series not adversely affected by any
proposal to be submitted to a serial meeting in accordance with Section
11.13(2) shall not have the right to attend at such serial meeting or to vote
on or otherwise approve or reject such proposal.
 11.14 Powers Exercisable by Extraordinary Resolution of Holders of Class
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(1)
    
    reference to such fact, indicating the Class of Notes so affected, shall be
made in the notice of such meeting and the meeting shall be and is herein called a
Class meeting; and(2)
    
    the Noteholders of the Class of Notes so affected shall not be bound by any
action taken or power exercised at a meeting of Noteholders generally or at a serial
meeting or by an instrument in writing under Section 11.18, unless in addition to
compliance with the other provisions of this Article 11, such action is taken or power
exercised by resolution of the Noteholders of such Class of Notes as follows:
 (a)
    
    at such Class meeting:
 (i)
    
    there is present a quorum consisting of
Noteholders holding in person or by proxy not less than 25% of the
aggregate principal amount then outstanding of the Notes of such Class
so affected (subject to the provisions of this Article 11 as to
adjourned meetings); and(ii)
    
    the resolution is passed by an Extraordinary
Resolution of the Noteholders of such Class so affected; or
 (b)
    
    by a written instrument signed in one or more counterparts by
the holders of not less than 66 2/3% of the aggregate principal amount then
outstanding of the Notes of such Class so affected.
 11.15 Meaning of Extraordinary Resolution
 Extraordinary Resolution
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11.16 Powers Cumulative
  11.17 Minutes
 prima facie
 11.18 Instruments in Writing
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11.19 Binding Effect of Resolutions
  ARTICLE 12
THE INDENTURE TRUSTEE
 12.1 Trust Indenture Legislation
 (1)
    
    In this Article 12, the term applicable legislation means the provisions, if
any, of the Trust and Loan Companies Act(Canada) and any other statute of Canada or a
province thereof, and of regulations under any such statute, relating to trust
indentures and to the rights, duties and obligations of trustees under trust indentures
and of entities issuing debt obligations under trust indentures, to the extent that in
the opinion of counsel to the Trust such provisions are at the time in force and
applicable to this Indenture.(2)
    
    If and to the extent that any provision of this Indenture limits, qualifies or
conflicts with a mandatory requirement of applicable legislation, such mandatory
requirement shall prevail.(3)
    
    The Trust and the Indenture Trustee agree that each will at all times in
relation to this Trust Indenture and any action to be taken hereunder, observe and
comply with and be entitled to the benefits of applicable legislation.
 12.2 Rights and Duties of Indenture Trustee
 (1)
    
    In the exercise of the rights and duties prescribed or conferred by the terms
of this Indenture, the Indenture Trustee will act honestly and in good faith with a
view to the best interests of the Specified Creditors as a whole and exercise that
degree of care, diligence and skill that a reasonably prudent trustee would exercise in
comparable circumstances. The Indenture Trustee shall not be liable for any error in
judgment or for any act done or step taken or omitted by it in good faith or for any
mistake, in fact or law, made in good faith by it or for anything which it may do or
refrain from doing in good faith in connection herewith, except arising out of its own
wilful misconduct or negligence.(2)
    
    Every provision of this Indenture that by its terms relieves the Indenture
Trustee of liability or entitles it to rely upon any evidence submitted to it, is
subject to the
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provisions of applicable legislation and of Sections12.2(1) and Sections 12.3 and 12.4.
 12.3 Conditions Precedent to Indenture Trustees Obligation to Act
 (1)
    
    The Indenture Trustee shall not be bound to give any notice or do or take any
act, action or proceeding pursuant hereto unless and until it shall have been required
so to do under the terms hereof. The Indenture Trustee shall not be required to take
notice of any Related Event of Default or Related Default hereunder, other than in
payment of any money required by any provision hereof to be paid to it, unless and
until notified in writing of such Related Event of Default or Related Default, which
notice shall distinctly specify the Related Event of Default or Related Default desired
to be brought to the attention of the Indenture Trustee and, in the absence of any such
notice, the Indenture Trustee may for all purposes of this Indenture conclusively
assume that the Trust is not in default hereunder and that no Related Event of Default
or Related Default has occurred.(2)
    
    The Indenture Trustee will not be bound to do, observe or perform or see to the
observance or performance by the Trust of any of the obligations herein imposed upon
the Trust or of the covenants on the part of the Trust herein contained, nor to take or
continue any steps to enforce the security hereof, nor in any way to supervise or
interfere with any of the activities of the Trust, unless and until the Related
Obligations Secured have become due and payable pursuant to Section 8.2 and then only
after it has been indemnified and provided with sufficient funds, in each case, to its
reasonable satisfaction against all actions, proceedings, claims and demands to which
it may render itself liable and all costs, charges, damages and expenses which it may
incur by so doing.(3)
    
    None of the provisions contained in this Indenture shall require the Indenture
Trustee to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties or in the exercise of any of its rights or powers
unless indemnified and funded as aforesaid or to give any bond or security in respect
of the trust and powers of this Indenture.(4)
    
    The Indenture Trustee may, before commencing or at any time during the
continuance of any such act, action or proceeding, require the Noteholders at whose
instance it is acting to deposit with the Indenture Trustee the Notes held by them, for
which Notes the Indenture Trustee shall issue receipts.
 12.4 Experts and Advisors; Remuneration
 (1)
    
    The Indenture Trustee may, in the exercise of all or any of the trusts, powers
and discretions vested in it hereunder act by its officers, representatives or
employees. The Indenture Trustee may delegate to any Person the performance of any of
the trusts and powers vested in it by this Indenture, and any delegation may be made
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upon terms and conditions and subject to regulations as the Indenture Trustee may
think to be in the best interests of the Specified Creditors as a whole.
 (2)
    
    The Indenture Trustee may rely and act upon any statement, report or opinion
prepared by or any advice received from the Financial Services Agent, the Financial
Services Sub-Agent or from the auditors, Counsel or other professional advisors or
experts of the Indenture Trustee, the Financial Services Sub-Agent or the Financial
Services Agent and shall not be responsible or held liable for any loss or damage
resulting from so relying or acting if the Indenture Trustee acted in good faith in
relying upon the advice received. The Indenture Trustee is entitled to rely and act
upon the genuineness and authenticity of any writing, paper, document or instrument
submitted to it by any Person, not only as to its due execution and the validity and
the effectiveness of its provisions but also as to the truth and acceptability of any
information therein contained, which it in good faith believes to be genuine and what
it purports to be.(3)
    
    The Indenture Trustee may, but is not required to, employ or consult any agents
or other assistants (including, without limitation, Counsel, accountants, appraisers,
other experts, agencies and advisors) as it may reasonably require for the proper
determination and discharge of its duties hereunder or any agreement entered into in
connection herewith, and will not be responsible for any negligence or wilful
misconduct on the part of any agents or other assistants or for any liability incurred
by any Person as a result of not appointing such agents or other assistants, provided
that in appointing such agents or other assistants it has acted in accordance with
Section 12.2(1), and may pay reasonable remuneration for all services performed for it
in the discharge of the trusts hereof without taxation of any costs or fees of any
Counsel, and the Indenture Trustee will be entitled to receive reasonable remuneration
for all services performed by it in the discharge of the trusts hereof and compensation
for all disbursements, costs, liabilities and expenses made or incurred by it in the
discharge of its duties hereunder and in the management of the trusts hereof. All such
remuneration, disbursements, costs, liabilities and expenses and all remuneration and
expenses incidental to the preparation, execution and recording of this Indenture, any
Related Supplement or any instrument ancillary or supplemental hereto and to the
creation of the Notes, whether done by or owing to the Indenture Trustee or done or
incurred at the request of the Indenture Trustee or the Trust, will bear interest at a
rate per annum equal to the then current rate of interest charged by the Indenture
Trustee from time to time so long as the same is commercially reasonable, from the date
of invoice in the case of Indenture Trustees remuneration until the date of
reimbursement and will (together with such interest) be payable by the Trust upon
demand and will until paid form part of the Obligations Secured entitled to the
security hereby constituted and will be payable out of any funds coming into the
possession of the Indenture Trustee in accordance with the terms of this Indenture and
the Related Supplement.
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(4)
    
    Wherever by this Indenture the Indenture Trustee is authorized to employ or
consult Counsel and to pay costs secured by the security constituted hereby, the costs
need not be taxed unless the Indenture Trustee deems it necessary to tax the same but
may be agreed to by the Indenture Trustee and paid as a lump sum. No costs paid by the
Indenture Trustee pursuant to this Section 12.4(4) in good faith will be disallowed in
the taking of any accounts by reason only of the fact that the costs are greater than
they might have been if taxed, or by reason of their not being taxed, but the costs so
paid by the Indenture Trustee will, if not improperly incurred by it, be allowed and
paid to the Indenture Trustee and will until paid form part of the Obligations Secured
entitled to the security created by the applicable Related Supplement and will be
payable out of any funds coming into the possession of the Indenture Trustee in
accordance with the terms of this Indenture and such Related Supplement. Any Counsel
employed or consulted by the Indenture Trustee may be, but need not be, counsel for the
Trust.
 12.5 Evidence of Compliance, Certificates of the Trust and Written Orders
 (1)
    
    The Trust will furnish, on or before March 31 of each year, to the Indenture
Trustee:
 (a)
    
    a Certificate of the Trust stating that the conditions of this
Indenture with respect to the satisfaction and discharge of this Indenture and
each Related Supplement have been complied with in accordance with the terms of
this Indenture or, to the extent not complied with, outlining such
non-compliance and what the Trust proposes to do with respect thereto; and(b)
    
    a Certificate of the Trust stating the balance outstanding of
the Obligations Secured, including, without limitation, the particulars and
amounts of any Notes outstanding as at December 31 of the previous year.
 (2)
    
    The Certificates of the Trust referred to in Section 12.5(1) shall include a
statement by the individual in his stated capacity certifying that he or she has read
and understands the conditions of the Indenture and each Related Supplement relating to
the matter in question and declaring that he or she has made such examinations or
investigations as he or she believes necessary to enable him or her to make the
statements or give the opinions contained or expressed therein.(3)
    
    Except where some other mode of proof is required by this Indenture, the
Indenture Trustee will be at liberty to accept a Certificate of the Trust (i) as to any
statement of facts as conclusive evidence of the truth of the statement; (ii) as to any
particular act or transaction or step or thing which, in the opinion of the individual
or officer so certifying, is expedient, as sufficient evidence that the act,
transaction, step or thing is expedient; and (iii) as to any expenditure made or
indebtedness incurred by the Trust or any successor trustee to the Trust as sufficient
evidence that the expenditure or indebtedness was made or incurred for
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the purpose set forth in the Certificate of the Trust, and, in each case, the
Indenture Trustee will be in no way bound to call for further evidence or be
responsible for any loss that may be occasioned by its failing to do so. However,
the Indenture Trustee may cause to be made any independent investigations as it may
reasonably require and the expense thereof (together with interest at a rate per
annum equal to the then current rate of interest charged by the Indenture Trustee
from time to time so long as the same is commercially reasonable, from the date of
the Indenture Trustees expenditure to the date of its reimbursement) will be paid
by the Trust upon demand and will until paid by the Trust form part of the
Obligations Secured entitled to the security constituted by the applicable Related
Supplement and will be payable out of any funds coming into the possession of the
Indenture Trustee in accordance with the terms of this Indenture and such Related
Supplement. If, as a result of any independent investigation, the Indenture Trustee
is not satisfied as to any matter or thing set forth in the Certificate of the
Trust, the Indenture Trustee may refuse to act thereon.
 (4)
    
    Wherever applicable legislation requires that evidence be in the form of a
statutory declaration, the Indenture Trustee may accept such statutory declaration in
lieu of a Certificate of the Trust.(5)
    
    The Indenture Trustee will not be bound to act in accordance with any order,
direction or request of the Trust, the Issuer Trustee, the Financial Services Sub-Agent
or the Financial Services Agent until a Written Order has been delivered to the
Indenture Trustee, and the Indenture Trustee will be fully empowered to act and will be
fully protected from all liability in acting upon any instruments purporting to be
Written Orders and believed by the Indenture Trustee to be genuine.(6)
    
    The regularity and validity of all acts, consents, requests and directions of
the Trust will, for the protection of the Indenture Trustee, be deemed conclusively
proved by a Certificate of the Trust or a Written Order, as the case may be.
 12.6 Instruments Held By Indenture Trustee
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12.7 Protection of Indenture Trustee
  (a)
    
    the Indenture Trustee will not be bound to give notice to any
Person of the execution hereof or of the charge of this Indenture unless and
until any of the security hereby constituted has become enforceable and the
Indenture Trustee has determined or become obliged to enforce the same;(b)
    
    the Indenture Trustee will not be liable for or by reason of
any failure or defect of title to or any lien, charge or encumbrance upon any
of the Collateral or for or by reason of the statements or implications of fact
or law contained in or arising out of anything contained in this Indenture or
in the Notes or be required to verify the same, but all statements or
implications will be deemed to have been made by the Trust only, and it will
not be the duty of the Indenture Trustee, except as herein otherwise
specifically provided, to see to or require evidence of the registration or
filing or renewal of this Indenture, or any other indenture or writing by way
of mortgage, pledge, charge, transfer or assignment of or upon any of the
Collateral or any part thereof or upon any other property of the Trust or to
procure any mortgage, pledge or charge or other additional instrument of
further assurance or to do any other act for the continuance of the security
constituted hereby or for giving notice of the existence of any of the security
constituted hereby or for extending or supplementing the same, or to insure or
keep insured or require evidence of insurance against loss or damage by fire or
otherwise the Collateral or any part thereof, or to keep itself informed or
advised as to the payment by the Trust of any taxes or assessments or premiums
of insurance or other payments which the Trust should make or to require
payments to be made;(c)
    
    the Indenture Trustee will not be responsible for any error
made or act done by it resulting from reliance upon the signature of any Person
on behalf of the Trust or of any Person on whose signature the Indenture
Trustee may be called upon or entitled to act or refrain from acting under this
Indenture;(d)
    
    the Indenture Trustee will not incur any liability or
responsibility whatsoever in consequence of permitting or suffering the Trust
to retain or to be in possession of any part of any of the Collateral and to
use and enjoy the same unless herein expressly otherwise provided; nor will the
Indenture Trustee be or become responsible or liable for any destruction,
deterioration, loss, injury or damage which may occur or be done by the Trust
or by any other Person to any of the Collateral, or be in any way responsible
for the consequence of any breach on the part of the Trust of
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any of the covenants herein contained or of any acts of servants or agents
of the Trust;
 (e)
    
    the Indenture Trustee may buy, sell, lend upon and deal in the
Notes and generally contract and enter into financial transactions with the
Trust, the Financial Services Agent, the Financial Services Sub-Agent or the
Issuer Trustee without being liable to account for any profits made thereby;(f)
    
    the Indenture Trustee shall not be liable for or by reason of
any statements of fact or recital in this Indenture or in the Notes or required
to verify the same, but all said statements or recitals are and shall be deemed
to be made by the Trust;(g)
    
    subject to Section 12.2(1), no property or assets of the
Indenture Trustee owned in its personal capacity will be subject to levy,
execution or other enforcement procedure arising under or in connection with
this Indenture;(h)
    
    the Indenture Trustee shall not incur any liability or
responsibility whatsoever or be in any way responsible for the consequences of
any breach on the part of the Trust of any of the representations, warranties
or covenants herein contained or of any acts of the agents or servants of the
Trust;(i)
    
    the Trust hereby indemnifies and saves harmless the Indenture
Trustee, its directors, officers, representatives, employees and agents from
and against any and all claims, demands, losses, actions, causes of action,
costs, charges, expenses, damages, liabilities and obligations whatsoever,
including without limitation, legal fees and disbursements on a solicitor and
his own client basis and costs and expenses incurred in connection with
enforcement of this indemnity, which the Indenture Trustee or any of the
foregoing Persons may suffer or incur, whether at law or in equity, in any way
caused by or arising, directly, or indirectly, in respect of anything done,
omitted to be done or permitted to be done by the Indenture Trustee or any of
the foregoing Persons in or about or in relation to the execution of the
Indenture Trustees duties as Indenture Trustee including, without limitation,
anything done or omitted to be done in relation to the registration,
perfection, release or discharge of security; provided that the foregoing
indemnification shall not apply in respect of anything done, omitted to be done
or permitted to be done by the Indenture Trustee arising from or in connection
with the wilful misconduct or negligence of the Indenture Trustee, its officers
or employees. The Trust hereby agrees that the Indenture Trustee is the
trustee for its directors, officers, representatives, employees and agents for
the purpose of the foregoing indemnification and that this indemnification
shall survive the termination or discharge of this Indenture and the
resignation or replacement of the Indenture Trustee;
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(j)
    
    the Indenture Trustee shall not be required to give security
for the execution of the trusts or its conduct or administration under this
Indenture; and(k)
    
    the Indenture Trustee will not be required to disburse money
according to this Indenture except to the extent that money has been deposited
with it.
 12.8 Resignation or Removal of Indenture Trustee; Conflict of Interest
 (1)
    
    The Indenture Trustee may resign its trust upon giving 60 days prior notice in
writing to the Trust, the Financial Services Agent, the Financial Services Sub-Agent
and the Rating Agencies or such shorter notice as the Trust and the Rating Agencies may
accept as sufficient, provided that no such voluntary resignation shall be effective
until a replacement Indenture Trustee acceptable to the Trust and the Rating Agencies,
acting reasonably, has been appointed and has executed a written agreement whereby such
replacement Indenture Trustee agrees to assume the obligations of the Indenture Trustee
hereunder. The Indenture Trustee shall resign if a material conflict of interest
arises in its role as a trustee under this Indenture that is not eliminated within 90
days after the Indenture Trustee becomes aware that it has such a material conflict of
interest; provided that no such resignation shall be effective until a replacement
Indenture Trustee acceptable to the Trust and that satisfies the Rating Agency
Condition has been appointed and has executed a written agreement whereby such
replacement Indenture Trustee agrees to assume the obligations of the Indenture Trustee
hereunder. Forthwith after the Indenture Trustee becomes aware that it has a material
conflict of interest it shall provide the Trust, the Financial Services Agent, the
Financial Services Sub-Agent and the Rating Agencies with written notice of the nature
of that conflict. Upon resignation in accordance with this Section 12.8(1) or removal
in accordance with Section 12.8(2), the Indenture Trustee shall be discharged from all
further duties under this Indenture. If, notwithstanding the foregoing provisions of
this Section 12.8(1), the Indenture Trustee has such a material conflict of interest,
the validity and enforceability of this Indenture and of the Notes issued hereunder
shall not be affected in any manner whatsoever by reason only of the existence of such
material conflict of interest. If the Indenture Trustee contravenes the foregoing
provisions of this Section 12.8(1), any interested party may apply to the Ontario
Superior Court of Justice for an order that the Indenture Trustee be replaced as
trustee hereunder. The Indenture Trustee represents to the Trust and to each
Noteholder that at the time of the execution and delivery hereof no material conflict
of interest exists in the Indenture Trustees role as a fiduciary hereunder.(2)
    
    The Noteholders of all outstanding Series and Classes may at any time, by
Extraordinary Resolution, remove the Indenture Trustee and appoint a replacement
Indenture Trustee.
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(3)
    
    In the event of the Indenture Trustee resigning or being removed or being
dissolved or wound-up, becoming bankrupt, going into liquidation or otherwise becoming
incapable of acting hereunder, the Trust shall forthwith appoint a replacement
Indenture Trustee that satisfies the Rating Agency Condition unless a replacement
Indenture Trustee has already been appointed by the Noteholders pursuant to Section
12.8(2); failing which the retiring Indenture Trustee, at the expense of the Trust, or
any Specified Creditor may apply to a Judge of the Ontario Superior Court of Justice,
on such notice as such Judge may direct, for the appointment of a replacement Indenture
Trustee. Any replacement Indenture Trustee so appointed by the Issuer Trustee or by
the Court shall be subject to removal by the Noteholders. Any replacement Indenture
Trustee appointed under any provision of this Section 12.8 shall be a corporation
authorized to carry on a trust business as contemplated hereby in each of the provinces
and territories of Canada.(4)
    
    The expense of any act, document or other instrument or thing required under
this Section 12.8 will be satisfied from the Asset Interests according to their Related
Proportionate Shares.(5)
    
    Subject to Section 12.8(1), any replacement Indenture Trustee shall, forthwith
upon appointment, become vested with all the estates, properties, rights, powers and
trusts of its predecessor in the trusts hereunder, with like effect as if originally
named as Indenture Trustee herein. Nevertheless, upon the written request of the
replacement Indenture Trustee or of the Trust, the Indenture Trustee ceasing to act
shall, upon payment of its outstanding remuneration and expenses, execute and deliver
an instrument assigning and transferring to such replacement Indenture Trustee, upon
the trusts herein expressed, all the rights, powers and trusts of the Indenture Trustee
so ceasing to act, and shall duly assign, transfer and deliver all property and money
held by such Indenture Trustee to the replacement Indenture Trustee so appointed in its
place. Should any deed, conveyance or instrument in writing from the Trust be required
by any replacement Indenture Trustee for more fully and certainly vesting in and
confirming to it such estates, properties, rights, powers and trusts, then any and all
such deeds, conveyances and instruments in writing shall, on the request of the
replacement Indenture Trustee, be made, executed, acknowledged and delivered by the
Trust.
 12.9 Authority to Carry on Business
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12.10 Power of Attorney for Quebec Registrations
 (1)
    
    The Indenture Trustee is hereby appointed and accepts its appointment as fonde
de pouvoir (power of attorney) of all present and future Specified Creditors as
contemplated by article 2692 of the Civil Code of Quebecto enter into, to take and to
hold, on behalf of and for the benefit of each of the Specified Creditors, any hypothec
granted to secure payment of bonds or other titles of indebtedness issued to secure or
evidence the Obligations Secured, and to exercise such powers and duties which are
conferred upon the Indenture Trustee under any deed of hypothec or herein or under any
other agreement. The Indenture Trustee is hereby appointed and accepts such
appointment as the bondholder and mandatary for the Specified Creditors with respect to
bonds or other titles of indebtedness issued and pledged in favour of the Indenture
Trustee, for the benefit of the Specified Creditors, to secure or evidence the
Obligations Secured. Any Person who becomes a Specified Creditor shall be deemed to
have consented to and confirmed the Indenture Trustee as fonde de pouvoir and to have
ratified as of the date such Person becomes a Specified Creditor all actions taken by
the fonde de pouvoir. For greater certainty, the purchase of any Note by any
Noteholder shall constitute ratification by such Noteholder of the power of attorney of
the Indenture Trustee constituted hereunder and the incurrence of any debt by the Trust
with the other Specified Creditors pursuant to the applicable Programme Agreement shall
constitute such ratification by such Specified Creditor of such power of attorney
constituted hereunder. The execution by the Indenture Trustee, acting as fonde de
pouvoir and bondholder and mandatary, prior to the execution of this Indenture of any
deeds of hypothec, pledges or other similar documents is hereby ratified and confirmed.
Notwithstanding the provisions of Section 32 of An Act respecting the special powers
of legal persons (Quebec), the Indenture Trustee may acquire and be the holder of any
bond issued by the Trust (i.e. the fonde de pouvoir may acquire and hold the first bond
issued under any deed of hypothec by the Trust). The Indenture Trustee, acting as
fonde de pouvoir, shall have the same rights, powers, immunities, indemnities and
exclusions from liability as are prescribed in favour of the Indenture Trustee in this
Indenture, which shall apply mutatis mutandis. Without limitation, the provisions of
the Indenture regarding the resignation and appointment of a successor to the Indenture
Trustee shall apply mutatis mutandis to the resignation and appointment of a successor
to the Indenture Trustee acting as fondé de pouvoir.(2)
    
    The Indenture Trustee hereby appoints the Trust and its duly authorized agents
and their successors to be its attorney in the Province of Quebec specifically for the
purposes of doing only those things which the Trust may lawfully do by attorney for the
purpose of (i) discharging, releasing, reassigning, retroceding, waiving or
subordinating any Security Interest in respect of any of the Asset
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Interests forming part of the Collateral where full or partial payment of such Asset
Interest is made to an Originator or Servicer in the ordinary course of business and
such payment would entitle the obligor of such account receivable to the
registration of a full or partial discharge pursuant to article 3065 of the Civil
Code of Quebec; and (ii) consenting to the discharge, release, reassignment,
retrocession, waiver or subordination of any Security Interest in respect of any
personal or moveable real rights not forming part of the Collateral including in the
case of both (i) and (ii) endorsing the Indenture Trustees name on any consents,
filings, registrations or other documents in furtherance thereof.
 12.11 Sub-attorney for Quebec Discharges
  12.12 Revocation of Appointment
  12.13 Acknowledgement by Specified Creditors
  12.14 Successor Indenture Trustee By Merger
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12.15 Eligibility; Disqualification
 Bank Act Trust and Loan Companies Act
 12.16 Acceptance of Trusts by Indenture Trustee
  12.17 Confidentiality
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ARTICLE 13
SUPPLEMENTAL INDENTURES AND AMENDMENTS
 13.1 Supplemental Indentures
 (1)
    
    From time to time, the Indenture Trustee and the Trust may, in addition to any
Related Supplements, without the consent of the Specified Creditors, make, execute,
acknowledge and deliver deeds or indentures supplemental hereto which thereafter will
form part hereof, for any one or more of the following purposes:
 (a)
    
    mortgaging, pledging, assuring, confirming or transferring to,
or vesting in, the Indenture Trustee, or charging in favour of the Indenture
Trustee, any property now owned or hereafter acquired by the Trust, and
providing that the same will become and be part of any Related Collateral;(b)
    
    correcting or amplifying the description of any property in
which security is hereby specifically granted or intended so to be;(c)
    
    adding to the limitations or restrictions herein specified
further limitations or restrictions thereafter to be observed upon the amount
of the issue of Notes hereunder or upon the dealing with the property of the
Trust, or upon the release of property forming part of the Collateral; provided
that, in each case, the Indenture Trustee is of the opinion that the further
limitations or restrictions will not materially adversely affect the rights or
interests of the Specified Creditors;(d)
    
    adding to the covenants of the Trust herein contained for the
protection of the Specified Creditors or providing for Related Events of
Default in addition to those herein specified;(e)
    
    making such provisions not inconsistent with this Indenture as
may be necessary or desirable with respect to matters or questions arising
hereunder, including the making of any modifications in the form of the Notes
which do not affect the substance thereof and which, in the opinion of the
Indenture Trustee, will not materially adversely affect the rights or interests
of the Specified Creditors;(f)
    
    evidencing the succession, or successive successions, of any
other Person to the Trust or the Issuer Trustee and the covenants of and
obligations assumed by any such successor in accordance with the provisions of
this Indenture;(g)
    
    providing for altering the provisions of this Indenture in
respect of the issuance, certification, exchange or transfer of Notes;
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(h)
    
    giving effect to any Extraordinary Resolution passed as
provided for in Article 11;(i)
    
    subject to satisfaction of the Rating Agency Condition in
respect of each Series then outstanding, any other purposes considered
appropriate by the Indenture Trustee and which, in the opinion of the Indenture
Trustee will not materially adversely affect the rights and interests of the
Specified Creditors;
  (2)
    
    Subject to Section 11.12(2), amendments to this Indenture for any purpose other
than specified above may be made by the Indenture Trustee and the Trust upon (a)
satisfaction of the Rating Agency Condition in respect of each Series then outstanding
and (b) approval by Extraordinary Resolution of the Noteholders (or if only some Series
or Classes of Notes are affected thereby, the applicable Series or Class of Notes).
 13.2 Automatic Amendment
  13.3 Amendments to Programme Agreements
 (1)
    
    Subject to Section 13.1, the Indenture Trustee will from time to time, upon
receipt of a Written Order, enter into or consent to, as applicable, any proposed
amendment, supplementation, modification, restatement, termination, replacement, waiver
or consent of or with respect to or postponement of compliance with any term of any of
the Programme Agreements, which action may be taken or made without the necessity of
obtaining the consent of the Related Specified Creditors with respect to any and all
Series if the Trust has delivered a Certificate of the Trust certifying that such
amendment, supplementation, modification, restatement, termination, replacement, waiver
or consent or postponement could not reasonably be expected to, individually or in the
aggregate, materially adversely affect the rights or interests of the holders of the
Notes then outstanding of any and all Series and the Rating Agency Condition in respect
of any affected Series (or Class thereof) has been satisfied; provided further that if,
in the opinion of the Indenture Trustee such amendment, supplement, modification,
termination, restatement, replacement, waiver or consent to or postponement of
compliance with would adversely affect the rights
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or interests of the Noteholders (or any Series or Class thereof), the Indenture
Trustee will not enter into or consent to, as applicable, such amendment,
supplement, modification, termination, restatement, replacement, waiver or consent
to or postponement without, subject to Sections 11.12(2) and 13.3(2), the approval
by Extraordinary Resolution of the Noteholders (or applicable Series or Class) that
would be adversely affected. Notwithstanding the foregoing, the Indenture Trustee
may decline to enter into or consent to, as applicable, a proposed amendment,
supplement, modification, termination, restatement, replacement, waiver or consent
to or postponement of compliance that adversely affects its own rights, duties or
immunities under this Indenture or otherwise.
 (2)
    
    Notwithstanding anything in Section 13.3(1) to the contrary, no proposed
amendment, supplement, modification, termination, restatement, replacement, waiver or
consent to or postponement of compliance with, any provision of any Programme Agreement
may be taken or made pursuant to Section 13.3(1) without the consent of any Related
Specified Creditor where such Related Specified Creditors consent is expressly
required under the Related Supplement.(3)
    
    It shall not be necessary for the consent of the Noteholders (or of any Series
or Class of Notes) under this Section 13.3 or, unless expressly provided in a Related
Supplement, the other Related Specified Creditors with respect to any such Notes (or
Series or Class of Notes) whose consent is required as contemplated in Section 13.3(2),
to approve the particular form of any proposed amendment, supplement, modification,
termination, restatement, replacement, waiver or consent to or postponement of
compliance but it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consent and of evidencing the authorization of
the execution thereof shall be subject to such reasonable requirements as the Indenture
Trustee, relying upon the advice of Counsel, may prescribe from time to time.
 13.4 Determination of Material Adverse Effect
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ARTICLE 14
NOTICES
 14.1 Notice to Trust and Issuer Trustee
  To the Trust:Fleet Leasing Receivables Trustc/o BNY Trust Company of Canada4 King Street West, Suite 1101Toronto, ON M5H 1B6CANADAFacsimile No.: 416-360-1711Attention:        George BraggEmail:
            george.bragg@bnymellon.comwith a copy to the Financial Services Agent:PHH Vehicle Management Services Inc.2233 Argentia RoadSuite 400Mississauga ON L5N2X7CANADAFacsimile No.: 905-286-5363Attention:        Mark JohnsonEmail:
             mark.johnson@phhmail.comWith a copy toPHH Arval940 Ridgebrook RoadSparks, MD 21152-9390USAFacsimile No.:  410-771-2530Attention:        Joseph WeikelEmail:
           
Joseph.weikel@phh.com
 - 86 -




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BNY Trust Company of Canada4 King Street West, Suite 1101Toronto, ON M5H 1B6CANADAFacsimile No.: 416-360-1711Attention:        George BraggEmail:
          
 george.bragg@bnymellon.com
  14.2 Notice to Indenture Trustee
  Computershare Trust Company of Canada100 University Avenue8th floorToronto, OntarioM5J 2Y1Facsimile No.: 416-981-9777Attention:        Manager, Corporate TrustEmail:
            corporatetrust.toronto@computershare.com
  - 87 -




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14.3 Notice to Noteholders
  14.4 Notice to Other Specified Creditors
  14.5 Notice to Rating Agencies
  14.6 Change of Address
  - 88 -




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ARTICLE 15
GENERAL
 15.1 Evidence of Rights of Specified Creditors
  (a)
    
    the certificate of a notary public or other officer, authorized
to take acknowledgements of deeds to be recorded at the place where the
certificate was made, to the effect that the Person signing the instrument or
writing acknowledged to him the execution thereof; or(b)
    
    an affidavit of a witness of the execution.
 15.2 Trust Obligation
 ,
 15.3 No Petition
  - 89 -




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15.4 Subordination
 Other Assets
 15.5 Limited Recourse
  - 90 -




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15.6 Execution of Counterparts
  15.7 Delivery of Executed Copies
  [Signature page follows]
 - 91 -




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IN WITNESS WHEREOF
 )
    
    
    BNY TRUST COMPANY OF)
    
    
    CANADAin its capacity as trustee of)
    
    
    FLEET LEASING RECEIVABLES)
    
    
    TRUST, by its Financial Services Agent,PHH VEHICLE MANAGEMENTSERVICES INC.
 ))
    
    
    By:
    
    /s/ Mark E. Johnson)
    
    
    
    
    Name: Mark E. Johnson)
    
    
    
    
    Title: Senior Vice President & Treasurer
 )))
    
    
    COMPUTERSHARE TRUST)
    
    
    COMPANY OF CANADA, as)
    
    
    Indenture Trustee
 ))
    
    
    By:
    
    /s/ David Ha)
    
    
    
    
    Name: David Ha)
    
    
    
    
    Title: Professional, Corporate Trust))))
    
    
    By:
    
    /s/ Mircho Mirchev)
    
    
    
    
    Name: Mircho Mirchev)
    
    
    
    
    Title: Professional, Corporate Trust