Unassociated Document


    Exhibit
4.1

    


    EXCEUTION
COPY


    HONDA
AUTO RECEIVABLES 2010-3 OWNER TRUST,

    as
Issuer,

    


    and

    


    DEUTSCHE
BANK TRUST COMPANY AMERICAS,

    as
Indenture Trustee

    ____________________

    


    INDENTURE

    


    Dated as
of October 1, 2010

    ____________________


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    CROSS
REFERENCE TABLE*

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    	
                                                            TIA Section

                                                          	 
      	
                                                            Indenture Section

                                                          
	 
      	 
      	 
      	 
      
	
                                                            310

                                                          	
                                                            (a)(1)

                                                          	 
      	
                                                            6.11

                                                          
	 
      	
                                                            (a)(2)

                                                          	 
      	
                                                            6.11

                                                          
	 
      	
                                                            (a)(3)

                                                          	 
      	
                                                            6.10;
      6.11

                                                          
	 
      	
                                                            (a)(4)

                                                          	 
      	
                                                            N.A.**

                                                          
	 
      	
                                                            (a)(5)

                                                          	 
      	
                                                            6.11

                                                          
	 
      	
                                                            (b)

                                                          	 
      	
                                                            6.08;
      6.11

                                                          
	 
      	
                                                            (c)

                                                          	 
      	
                                                            N.A.

                                                          
	
                                                            311

                                                          	
                                                            (a)

                                                          	 
      	
                                                            6.12

                                                          
	 
      	
                                                            (b)

                                                          	 
      	
                                                            6.12

                                                          
	 
      	
                                                            (c)

                                                          	 
      	
                                                            N.A.

                                                          
	
                                                            312

                                                          	
                                                            (a)

                                                          	 
      	
                                                            7.01

                                                          
	 
      	
                                                            (b)

                                                          	 
      	
                                                            7.02

                                                          
	 
      	
                                                            (c)

                                                          	 
      	
                                                            7.02

                                                          
	
                                                            313

                                                          	
                                                            (a)

                                                          	 
      	
                                                            7.04

                                                          
	 
      	
                                                            (b)(1)

                                                          	 
      	
                                                            7.04

                                                          
	 
      	
                                                            (b)(2)

                                                          	 
      	
                                                            7.04

                                                          
	 
      	
                                                            (c)

                                                          	 
      	
                                                            7.04;
      11.05

                                                          
	 
      	
                                                            (d)

                                                          	 
      	
                                                            7.04

                                                          
	
                                                            314

                                                          	
                                                            (a)

                                                          	 
      	
                                                            7.03

                                                          
	 
      	
                                                            (b)

                                                          	 
      	
                                                            11.15

                                                          
	 
      	
                                                            (c)(1)

                                                          	 
      	
                                                            11.01

                                                          
	 
      	
                                                            (c)(2)

                                                          	 
      	
                                                            11.01

                                                          
	 
      	
                                                            (c)(3)

                                                          	 
      	
                                                            11.01

                                                          
	 
      	
                                                            (d)

                                                          	 
      	
                                                            11.01

                                                          
	 
      	
                                                            (e)

                                                          	 
      	
                                                            11.01

                                                          
	 
      	
                                                            (f)

                                                          	 
      	
                                                            11.01

                                                          
	
                                                            315

                                                          	
                                                            (a)

                                                          	 
      	
                                                            6.01

                                                          
	 
      	
                                                            (b)

                                                          	 
      	
                                                            6.05;
      11.01

                                                          
	 
      	
                                                            (c)

                                                          	 
      	
                                                            6.01

                                                          
	 
      	
                                                            (d)

                                                          	 
      	
                                                            6.01

                                                          
	 
      	
                                                            (e)

                                                          	 
      	
                                                            5.13

                                                          
	
                                                            316

                                                          	
                                                            (a)

                                                          	 
      	
                                                            1.01

                                                          
	 
      	
                                                            (a)(1)(A)

                                                          	 
      	
                                                            5.11

                                                          
	 
      	
                                                            (a)(1)(B)

                                                          	 
      	
                                                            5.12

                                                          
	 
      	
                                                            (a)(2)

                                                          	 
      	
                                                            N.A.

                                                          
	 
      	
                                                            (b)

                                                          	 
      	
                                                            5.07

                                                          
	 
      	
                                                            (c)

                                                          	 
      	
                                                            N.A.

                                                          


                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      


    
      *           This
Cross Reference Table shall not, for any purpose, be deemed to be part of this
Indenture. 

    

    
      **           N.A.
means Not Applicable.

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	
                      TIA Section

                    	 
      	
                      Indenture Section

                    
	
                      317

                    	
                      (a)(1)

                    	 
      	
                      5.03

                    
	 
      	
                      (a)(2)

                    	 
      	
                      5.03

                    
	 
      	
                      (b)

                    	 
      	
                      3.03

                    
	
                      318

                    	
                      (a)

                    	 
      	
                      11.07

                    


            

          

        

      

    

     

    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    


    TABLE OF
CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	 
      	 
      	 
      	
                                  Page

                                
	 	 	 
	
                                  ARTICLE
      I      DEFINITIONS
      AND INCORPORATION BY REFERENCE

                                	  	
                                  2

                                
	 
      	 
      	 
      	 
      	 
      
	
                                  Section
      1.01.

                                	 
      	
                                  Definitions

                                	 
      	
                                  2

                                
	
                                  Section
      1.02.

                                	 
      	
                                  Incorporation
      by Reference of Trust Indenture Act

                                	 
      	
                                  9

                                
	
                                  Section
      1.03.

                                	 
      	
                                  Rules
      of Construction

                                	 
      	
                                  9

                                
	 
      	 
      	 
      	 
      	 
      
	
                                  ARTICLE
      II      THE
      NOTES

                                	 
      	
                                  9

                                
	 
      	 
      	 
      	 
      	 
      
	
                                  Section
      2.01.

                                	 
      	
                                  Form

                                	 
      	
                                  9

                                
	
                                  Section
      2.02.

                                	 
      	
                                  Execution,
      Authentication and Delivery

                                	 
      	
                                  10

                                
	
                                  Section
      2.03.

                                	 
      	
                                  Temporary
      Notes

                                	 
      	
                                  10

                                
	
                                  Section
      2.04.

                                	 
      	
                                  Note
      Register, Registration of Transfer and Exchange

                                	 
      	
                                  11

                                
	
                                  Section
      2.05.

                                	 
      	
                                  Mutilated,
      Destroyed, Lost or Stolen Notes

                                	 
      	
                                  12

                                
	
                                  Section
      2.06.

                                	 
      	
                                  Persons
      Deemed Owner

                                	 
      	
                                  13

                                
	
                                  Section
      2.07.

                                	 
      	
                                  Payment
      of Principal and Interest, Defaulted Interest

                                	 
      	
                                  13

                                
	
                                  Section
      2.08.

                                	 
      	
                                  Cancellation

                                	 
      	
                                  14

                                
	
                                  Section
      2.09.

                                	 
      	
                                  Book-Entry
      Notes

                                	 
      	
                                  14

                                
	
                                  Section
      2.10.

                                	 
      	
                                  Notices
      to Clearing Agency

                                	 
      	
                                  15

                                
	
                                  Section
      2.11.

                                	 
      	
                                  Definitive
      Notes

                                	 
      	
                                  15

                                
	
                                  Section
      2.12.

                                	 
      	
                                  Release
      of Collateral

                                	 
      	
                                  15

                                
	
                                  Section
      2.13.

                                	 
      	
                                  Tax
      Treatment

                                	 
      	
                                  16

                                
	
                                  Section
      2.14.

                                	 
      	
                                  Employee
      Benefit Plans

                                	 
      	
                                  16

                                
	 
      	 
      	 
      	 
      	 
      
	ARTICLE
      III      COVENANTS	 
      	
                                  16

                                
	 
      	 
      	 
      	 
      	 
      
	
                                  Section
      3.01.

                                	 
      	
                                  Payment
      of Principal and Interest

                                	 
      	
                                  16

                                
	
                                  Section
      3.02.

                                	 
      	
                                  Maintenance
      of Office or Agency

                                	 
      	
                                  16

                                
	
                                  Section
      3.03.

                                	 
      	
                                  Money
      for Payments to be Held in Trust

                                	 
      	
                                  17

                                
	
                                  Section
      3.04.

                                	 
      	
                                  Existence

                                	 
      	
                                  18

                                
	
                                  Section
      3.05.

                                	 
      	
                                  Protection
      of Owner Trust Estate

                                	 
      	
                                  18

                                
	
                                  Section
      3.06.

                                	 
      	
                                  Opinions
      as to Owner Trust Estate

                                	 
      	
                                  19

                                
	
                                  Section
      3.07.

                                	 
      	
                                  Performance
      of Obligations; Servicing of Receivables

                                	 
      	
                                  19

                                
	
                                  Section
      3.08.

                                	 
      	
                                  Negative
      Covenants

                                	 
      	
                                  21

                                
	
                                  Section
      3.09.

                                	 
      	
                                  Annual
      Statement as to Compliance

                                	 
      	
                                  21

                                
	
                                  Section
      3.10.

                                	 
      	
                                  Issuer
      May Consolidate, etc., Only on Certain Terms

                                	 
      	
                                  22

                                
	
                                  Section
      3.11.

                                	 
      	
                                  Successor
      or Transferee

                                	 
      	
                                  23

                                
	
                                  Section
      3.12.

                                	 
      	
                                  No
      Other Business

                                	 
      	
                                  24

                                
	
                                  Section
      3.13.

                                	 
      	
                                  No
      Borrowing

                                	 
      	
                                  24

                                
	
                                  Section
      3.14.

                                	 
      	
                                  Servicer’s
      Obligations

                                	 
      	
                                  24

                                
	
                                  Section
      3.15.

                                	 
      	
                                  Guarantees,
      Loans, Advances and Other Liabilities

                                	 
      	
                                  24

                                
	
                                  Section
      3.16.

                                	 
      	
                                  Capital
      Expenditures

                                	 
      	
                                  24

                                
	
                                  Section
      3.17.

                                	 
      	
                                  Removal
      of Administrator

                                	 
      	
                                  24

                                
	
                                  Section
      3.18.

                                	 
      	
                                  Restricted
      Payments

                                	 
      	
                                  24

                                
	
                                  Section
      3.19.

                                	 
      	
                                  Notice
      of Events of Default

                                	 
      	
                                  24

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Section
      3.20.

                            	 
      	
                              Further
      Instruments and Acts

                            	 
      	
                              25

                            
	
                              Section
      3.21.

                            	 
      	
                              Compliance
      with Laws

                            	 
      	
                              25

                            
	
                              Section
      3.22.

                            	 
      	
                              Amendments
      of Sale and Servicing Agreement and Trust Agreement

                            	 
      	
                              25

                            
	 
      	 
      	 
      	 
      	 
      
	ARTICLE
      IV      SATISFACTION
      AND DISCHARGE	 
      	
                              25

                            
	 
      	 
      	 
      	 
      	 
      
	
                              Section
      4.01.

                            	 
      	
                              Satisfaction
      and Discharge of Indenture

                            	 
      	
                              25

                            
	
                              Section
      4.02.

                            	 
      	
                              Application
      of Trust Money

                            	 
      	
                              26

                            
	
                              Section
      4.03.

                            	 
      	
                              Repayment
      of Monies Held by Paying Agent

                            	 
      	
                              26

                            
	 
      	 
      	 
      	 
      	 
      
	ARTICLE
      V      REMEDIES	 
      	
                              27

                            
	 
      	 
      	 
      	 
      	 
      
	
                              Section
      5.01.

                            	 
      	
                              Events
      of Default

                            	 
      	
                              27

                            
	
                              Section
      5.02.

                            	 
      	
                              Acceleration
      of Maturity, Rescission and Annulment

                            	 
      	
                              28

                            
	
                              Section
      5.03.

                            	 
      	
                              Collection
      of Indebtedness and Suits for Enforcement by Indenture
    Trustee

                            	 
      	
                              28

                            
	
                              Section
      5.04.

                            	 
      	
                              Remedies,
      Priorities

                            	 
      	
                              30

                            
	
                              Section
      5.05.

                            	 
      	
                              Optional
      Preservation of the Receivables

                            	 
      	
                              32

                            
	
                              Section
      5.06.

                            	 
      	
                              Limitation
      of Suits

                            	 
      	
                              32

                            
	
                              Section
      5.07.

                            	 
      	
                              Unconditional
      Rights of Noteholders to Receive Principal and Interest

                            	 
      	
                              33

                            
	
                              Section
      5.08.

                            	 
      	
                              Restoration
      of Rights and Remedies

                            	 
      	
                              33

                            
	
                              Section
      5.09.

                            	 
      	
                              Rights
      and Remedies Cumulative

                            	 
      	
                              33

                            
	
                              Section
      5.10.

                            	 
      	
                              Delay
      or Omission Not a Waiver

                            	 
      	
                              33

                            
	
                              Section
      5.11.

                            	 
      	
                              Control
      by Noteholders

                            	 
      	
                              33

                            
	
                              Section
      5.12.

                            	 
      	
                              Waiver
      of Past Defaults

                            	 
      	
                              34

                            
	
                              Section
      5.13.

                            	 
      	
                              Undertaking
      for Costs

                            	 
      	
                              34

                            
	
                              Section
      5.14.

                            	 
      	
                              Waiver
      of Stay or Extension Laws

                            	 
      	
                              35

                            
	
                              Section
      5.15.

                            	 
      	
                              Action
      on Notes

                            	 
      	
                              35

                            
	
                              Section
      5.16.

                            	 
      	
                              Performance
      and Enforcement of Certain Obligations

                            	 
      	
                              35

                            
	 
      	 
      	 
      	 
      	 
      
	ARTICLE
      VI      THE
      INDENTURE TRUSTEE	 
      	
                              36

                            
	 
      	 
      	 
      	 
      	 
      
	
                              Section
      6.01.

                            	 
      	
                              Duties
      of Indenture Trustee

                            	 
      	
                              36

                            
	
                              Section
      6.02.

                            	 
      	
                              Rights
      of Indenture Trustee

                            	 
      	
                              37

                            
	
                              Section
      6.03.

                            	 
      	
                              Individual
      Rights of Indenture Trustee

                            	 
      	
                              39

                            
	
                              Section
      6.04.

                            	 
      	
                              Indenture
      Trustee’s Disclaimer

                            	 
      	
                              39

                            
	
                              Section
      6.05.

                            	 
      	
                              Notice
      of Defaults

                            	 
      	
                              39

                            
	
                              Section
      6.06.

                            	 
      	
                              Reports
      by Indenture Trustee to Holders

                            	 
      	
                              39

                            
	
                              Section
      6.07.

                            	 
      	
                              Compensation
      and Indemnity

                            	 
      	
                              39

                            
	
                              Section
      6.08.

                            	 
      	
                              Replacement
      of Indenture Trustee

                            	 
      	
                              40

                            
	
                              Section
      6.09.

                            	 
      	
                              Successor
      Indenture Trustee by Merger

                            	 
      	
                              41

                            
	
                              Section
      6.10.

                            	 
      	
                              Appointment
      of Co-Trustee or Separate Trustee

                            	 
      	
                              42

                            
	
                              Section
      6.11.

                            	 
      	
                              Eligibility,
      Disqualification

                            	 
      	
                              43

                            
	
                              Section
      6.12.

                            	 
      	
                              Preferential
      Collection of Claims Against Issuer

                            	 
      	
                              43

                            
	
                              Section
      6.13.

                            	 
      	
                              Representations
      and Warranties of Indenture Trustee

                            	 
      	
                              44

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        iv

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	ARTICLE
      VII      NOTEHOLDERS’
      LISTS AND REPORTS	 
      	
                                      44

                                    
	 
      	 
      	 
      	 
      	 
      
	
                                      Section
      7.01.

                                    	 
      	
                                      Issuer
      to Furnish Indenture Trustee Names and Addresses of
      Noteholders

                                    	 
      	
                                      44

                                    
	
                                      Section
      7.02.

                                    	 
      	
                                      Preservation
      of Information; Communications, Reports and Certain Documents to
      Noteholders

                                    	 
      	
                                      45

                                    
	
                                      Section
      7.03.

                                    	 
      	
                                      Reports
      by Issuer

                                    	 
      	
                                      45

                                    
	
                                      Section
      7.04.

                                    	 
      	
                                      Reports
      by Indenture Trustee

                                    	 
      	
                                      45

                                    
	 
      	 
      	 
      	 
      	 
      
	ARTICLE
      VIII      ACCOUNTS,
      DISBURSEMENTS AND RELEASES	 
      	
                                      46

                                    
	 
      	 
      	 
      	 
      	 
      
	
                                      Section
      8.01.

                                    	 
      	
                                      Collection
      of Money

                                    	 
      	
                                      46

                                    
	
                                      Section
      8.02.

                                    	 
      	
                                      Accounts

                                    	 
      	
                                      46

                                    
	
                                      Section
      8.03.

                                    	 
      	
                                      General
      Provisions Regarding Accounts

                                    	 
      	
                                      47

                                    
	
                                      Section
      8.04.

                                    	 
      	
                                      Release
      of Owner Trust Estate

                                    	 
      	
                                      48

                                    
	
                                      Section
      8.05.

                                    	 
      	
                                      Opinion
      of Counsel

                                    	 
      	
                                      48

                                    
	 
      	 
      	 
      	 
      	 
      
	ARTICLE
      IX      SUPPLEMENTAL
      INDENTURES	 
      	
                                      49

                                    
	 
      	 
      	 
      	 
      	 
      
	
                                      Section
      9.01.

                                    	 
      	
                                      Supplemental
      Indentures Without Consent of Noteholders

                                    	 
      	
                                      49

                                    
	
                                      Section
      9.02.

                                    	 
      	
                                      Supplemental
      Indentures With Consent of Noteholders

                                    	 
      	
                                      50

                                    
	
                                      Section
      9.03.

                                    	 
      	
                                      Execution
      of Supplemental Indentures

                                    	 
      	
                                      51

                                    
	
                                      Section
      9.04.

                                    	 
      	
                                      Effect
      of Supplemental Indenture

                                    	 
      	
                                      51

                                    
	
                                      Section
      9.05.

                                    	 
      	
                                      Conformity
      with Trust Indenture Act

                                    	 
      	
                                      51

                                    
	
                                      Section
      9.06.

                                    	 
      	
                                      Reference
      in Notes to Supplemental Indentures

                                    	 
      	
                                      52

                                    
	 
      	 
      	 
      	 
      	 
      
	ARTICLE
      X      REDEMPTION
      OF NOTES	 
      	
                                      52

                                    
	 
      	 
      	 
      	 
      	 
      
	
                                      Section
      10.01.

                                    	 
      	
                                      Redemption

                                    	 
      	
                                      52

                                    
	
                                      Section
      10.02.

                                    	 
      	
                                      Form
      of Redemption Notice

                                    	 
      	
                                      52

                                    
	
                                      Section
      10.03.

                                    	 
      	
                                      Notes
      Payable on Redemption Date

                                    	 
      	
                                      53

                                    
	 
      	 
      	 
      	 
      	 
      
	ARTICLE
      XI      MISCELLANEOUS	 
      	
                                      53

                                    
	 
      	 
      	 
      	 
      	 
      
	
                                      Section
      11.01.

                                    	 
      	
                                      Compliance
      Certificates and Opinions, etc

                                    	 
      	
                                      53

                                    
	
                                      Section
      11.02.

                                    	 
      	
                                      Form
      of Documents Delivered to Indenture Trustee

                                    	 
      	
                                      55

                                    
	
                                      Section
      11.03.

                                    	 
      	
                                      Acts
      of Noteholders

                                    	 
      	
                                      55

                                    
	
                                      Section
      11.04.

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

                                    	 
      	
                                      56

                                    
	
                                      Section
      11.05.

                                    	 
      	
                                      Notices
      to Noteholders; Waiver

                                    	 
      	
                                      57

                                    
	
                                      Section
      11.06.

                                    	 
      	
                                      Alternate
      Payment and Notice Provisions

                                    	 
      	
                                      57

                                    
	
                                      Section
      11.07.

                                    	 
      	
                                      Conflict
      with Trust Indenture Act

                                    	 
      	
                                      57

                                    
	
                                      Section
      11.08.

                                    	 
      	
                                      Effect
      of Headings and Table of Contents

                                    	 
      	
                                      58

                                    
	
                                      Section
      11.09.

                                    	 
      	
                                      Successors
      and Assigns

                                    	 
      	
                                      58

                                    
	
                                      Section
      11.10.

                                    	 
      	
                                      Separability

                                    	 
      	
                                      58

                                    
	
                                      Section
      11.11.

                                    	 
      	
                                      Benefits
      of Indenture

                                    	 
      	
                                      58

                                    
	
                                      Section
      11.12.

                                    	 
      	
                                      Legal
      Holidays

                                    	 
      	
                                      58

                                    
	
                                      Section
      11.13.

                                    	 
      	
                                      Governing
      Law; Submission to Jurisdiction; Waiver of Jury Trial

                                    	 
      	
                                      58

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        v

        
          

        

      

      
         


      

    

    


    
      
        
          	
                  Section
      11.14.

                	 
      	
                  Counterparts

                	 
      	
                  59

                
	
                  Section
      11.15.

                	 
      	
                  Recording
      of Indenture

                	 
      	
                  59

                
	
                  Section
      11.16.

                	 
      	
                  Trust
      Obligation

                	 
      	
                  59

                
	
                  Section
      11.17.

                	 
      	
                  No
      Petition

                	 
      	
                  59

                
	
                  Section
      11.18.

                	 
      	
                  Inspection

                	 
      	
                  59

                
	
                  Section
      11.19.

                	 
      	
                  [Reserved]

                	 
      	
                  60

                
	
                  Section
      11.20.

                	 
      	
                  Tax
      Treatment

                	 
      	
                  60

                
	
                  Section
      11.21.

                	 
      	
                  Intent
      of the Parties; Reasonableness

                	 
      	
                  60

                
	
                  Section
      11.22.

                	 
      	
                  Owner
      Trustee

                	 
      	
                  61

                
	
                  Section
      11.23.

                	 
      	
                  U.S.A.
      Patriot Act

                	 
      	
                  61

                
	
                  Section
      11.24.

                	 
      	
                  Communications
      with Rating Agencies

                	 
      	
                  61

                


        

      

    

     

    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    

     

    SCHEDULES

    


    
      
        
          	
                  Schedule
      A – Schedule of Receivables

                	
                  S-A-1

                


        

      

    

    


    EXHIBITS

     

    


    
      
        	
                Exhibit
      A- Form of Class [A-1],[ A-2],[ A-3] and

                                    
      [A-4] Note

              	
                A-1

              
	
                Exhibit
      B - Form of Note Depository Agreement

              	
                B-1

              
	
                Exhibit
      C - Servicing Criteria to be Addressed in

                                   
      Assessment of Compliance

              	
                C-1

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    This
Indenture, dated as of October 1, 2010, is between Honda Auto Receivables 2010-3
Owner Trust, a Delaware statutory trust (the “Issuer”), and Deutsche Bank Trust
Company Americas, as indenture trustee (the “Indenture Trustee”).

     

    Each
party agrees as follows for the benefit of the other party and for the equal and
ratable benefit of the holders of the Issuer’s Class A-1 0.31004% Asset Backed
Notes (the “Class A-1 Notes”), Class A-2 0.53% Asset Backed Notes (the
“Class A-2 Notes”), Class A-3 0.70% Asset Backed Notes (the “Class A-3 Notes”)
and Class A-4 0.94% Asset Backed Notes (the “Class A-4 Notes” and, together with
the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the
“Notes”):

     

    GRANTING
CLAUSE

     

    The
Issuer hereby Grants to the Indenture Trustee at the Closing Date, on behalf of
and for the benefit of the Holders of the Notes, without recourse, all of the
Issuer’s right, title and interest in, to and under (i) the Receivables and all
monies due thereon and received thereon on and after October 1, 2010; (ii) the
security interests in the Financed Vehicles; (iii) any proceeds of any physical
damage insurance policies covering the Financed Vehicles and in any proceeds of
any credit life or credit disability insurance policies relating to the
Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right
to realize upon any property (including the right to receive future Liquidation
Proceeds) that shall have secured a Receivable and have been repossessed by or
on behalf of the Issuer; (vi) all funds, and all investment property, from time
to time carried in or credited to the Accounts, including the Reserve Fund
Initial Deposit and the Yield Supplement Account Deposit and in all investment
income and proceeds thereof; (vii) the rights of the Seller under the
Receivables Purchase Agreement including, but not limited to, the
representations and warranties set forth in Sections 2.02 and 2.03 therein and
the rights of the Issuer under the Sale and Servicing Agreement, including, but
not limited to, the representations and warranties set forth in Sections 2.03
and 5.01 therein; (viii) any Servicer Letter of Credit and (ix) all payments on
or under and all proceeds of every kind and nature whatsoever in respect of any
or all of the foregoing, including all proceeds of the conversion thereof,
voluntary or involuntary, into cash or other liquid property, all cash proceeds,
accounts, accounts receivable, notes, drafts, acceptances, chattel paper,
checks, deposit accounts, insurance proceeds, condemnation awards, rights to
payment of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing as each such term is
defined in Section 1.01 (collectively, the “Collateral”).

     

    The
foregoing Grant is made in trust to secure (i) the payment of principal of and
interest on, and any other amounts owing in respect of, the Notes, equally and
ratably without prejudice, priority or distinction, except as expressly provided
in this Indenture and the Sale and Servicing Agreement and (ii) to secure
compliance with the provisions of this Indenture, all as provided in this
Indenture.

     

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


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
I


     

    DEFINITIONS
AND INCORPORATION BY REFERENCE

     

    Section
1.01.     Definitions.

     

    (a)          Except
as otherwise specified herein or as the context may otherwise require, the
following terms have the respective meanings set forth below for all purposes of
this Indenture.

     

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

     

    “Administration
Agreement” means the Administration Agreement, dated as of October 1,
2010, among the Administrator, the Issuer, the Depositor and the Indenture
Trustee.

     

    “Administrator” means
AHFC or any successor Administrator under the Administration
Agreement.

     

    “AHFC” means American
Honda Finance Corporation, and its successors.

     

    “Authorized Officer”
means, with respect to the Issuer, any officer of the Owner Trustee or person
appointed pursuant to a power of attorney who is authorized to act for the Owner
Trustee in matters relating to the Issuer and who is identified on the list of
Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on
the Closing Date (as such list may be modified or supplemented from time to time
thereafter) and, so long as the Administration Agreement is in effect, any
Assistant Vice President or more senior officer of the Administrator who is
authorized to act for the Administrator in matters relating to the Issuer and to
be acted upon by the Administrator pursuant to the Administration Agreement and
who is identified on the list of Authorized Officers delivered by the
Administrator to the Indenture Trustee on the Closing Date (as such list may be
modified or supplemented from time to time thereafter).

     

    “Benefit Plan” means
(a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is
subject to Title I of ERISA, (b) a plan (as defined in Section 4975(e)(1) of the
Code) that is subject to Section 4975 of the Code, and (c) an entity whose
underlying assets include assets of a plan described in (a) or (b) by reason of
such plan’s investment in the entity.

     

    “Book-Entry Notes”
means a beneficial interest in the Notes, ownership and transfers of which shall
be made through book entries by a Clearing Agency as described in Section
2.09.

     

    “Business Day” means
any day other than a Saturday, a Sunday or a day on which banking institutions
or trust companies in Los Angeles, California, Wilmington, Delaware or New York,
New York are authorized or obligated by law, regulation, executive order or
governmental decree to remain closed.

     

    “Class” means all
Notes whose form is identical except for variation in denomination, principal
amount or owner.

     

    “Class A-1 Interest
Rate” means 0.31004% per annum (computed on the basis of the actual
number of days in the related Interest Accrual Period divided by
360).


    
      
         


      

      
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    “Class A-1 Notes”
means the Class A-1 0.31004% Asset Backed Notes, substantially in the form of
Exhibit A.

     

    “Class A-2 Interest
Rate” means 0.53% per annum (computed on the basis of a 360-day year
consisting of twelve 30-day months).

     

    “Class A-2 Notes”
means the Class A-2 0.53% Asset Backed Notes, substantially in the form of
Exhibit A.

     

    “Class A-3 Interest
Rate” means 0.70% per annum (computed on the basis of a 360-day year
consisting of twelve 30-day months).

     

     “Class A-3 Notes”
means the Class A-3 0.70% Asset Backed Notes, substantially in the form of
Exhibit A.

     

    “Class A-4 Interest
Rate” means 0.94% per annum (computed on the basis of a 360-day year
consisting of twelve 30-day months).

     

    “Class A-4 Notes”
means the Class A-4 0.94%  Asset Backed Notes, substantially in the
form of Exhibit A.

     

    “Clearing Agency”
means an organization registered as a “clearing agency” pursuant to Section 17A
of the Exchange Act, which initially shall be The Depository Trust
Company.

     

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

     

    “Closing Date” means
October 28, 2010.

     

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

     

    “Collateral” has the
meaning specified in the Granting Clause of this Indenture.

     

    “Corporate Trust
Office” means an office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered, which office
at the date of execution of this Indenture is located at 60 Wall Street, 26th Floor,
Mail Stop NYC60-2606, New York, NY 10005, Attention: Asset Backed Securities
Unit – Honda Auto Receivables 2010-3, or at such other address as the Indenture
Trustee may designate from time to time by notice to the Noteholders and the
Issuer, or the principal corporate trust office of any successor Indenture
Trustee at the address designated by such successor Indenture Trustee by notice
to the Noteholders and the Issuer.

     

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

     

    “Definitive Notes”
shall have the meaning specified in Section 2.11.


    
      
         


      

      
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    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended.

     

    “Event of Default”
shall have the meaning specified in Section 5.01.

     

    “Executive Officer”
means, with respect to any corporation or depository institution, the Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer, President,
Executive Vice President, any Vice President, the Secretary or the Treasurer of
such corporation or depository institution; and with respect to any partnership,
any general partner thereof.

     

    “Final Payment Date”
has the meaning set forth in the Sale and Servicing Agreement.

     

    “Fitch” means Fitch,
Inc., or its successors.

     

    “Grant” means
mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey,
assign, transfer, create and grant a lien upon and a security interest in and a
right of set-off against, deposit, set over and confirm pursuant to this
Indenture. A Grant of the Collateral or of any other agreement or instrument
shall include all rights, powers and options (but none of the obligations) of
the granting party thereunder, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments
in respect of the Collateral and all other monies payable thereunder, to give
and receive notices and other communications, to make waivers or other
agreements, to exercise all rights and options, to bring Proceedings in the name
of the granting party or otherwise, and generally to do and receive anything
that the granting party is or may be entitled to do or receive thereunder or
with respect thereto.

     

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

     

    “Indenture” means this
Indenture, as amended or supplemented from time to time.

     

    “Indenture Trustee”
means Deutsche Bank Trust Company Americas, a banking corporation organized
under the laws of the State of New York, as Indenture Trustee under this
Indenture, or any successor Indenture Trustee under this Indenture.

     

    “Independent” means,
when used with respect to any specified Person, that the Person (i) is in fact
independent of the Issuer, any other obligor on the Notes, the Seller and any of
their respective Affiliates, (ii) does not have any direct financial interest or
any material indirect financial interest in the Issuer, any such other obligor,
the Seller or any of their respective Affiliates and (iii) is not connected with
the Issuer, any such other obligor, the Seller or any of their respective
Affiliates as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.

     

    “Independent
Certificate” means a certificate or opinion to be delivered to the
Indenture Trustee under the circumstances described in, and otherwise complying
with, the applicable requirements of Section 11.01, made by an Independent
appraiser or other expert appointed by an Issuer Order and approved by the
Indenture Trustee, and such opinion or certificate shall state that the signer
has read the definition of “Independent” in this Indenture and that the signer
is Independent within the meaning thereof.


    
      
         


      

      
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    “Interest Accrual
Period” means, subject to Section 11.12 hereof, with respect to any
Payment Date and (i) the Class A-1 Notes, the period from and including the
immediately preceding Payment Date (or, in the case of the first Payment Date,
the Closing Date) to but excluding such Payment Date and (ii) the Class A-2
Notes, the Class A-3 Notes and the Class A-4 Notes, the period from and
including the 21st day of
the prior month (or, in the case of the first Payment Date, the Closing Date) to
but excluding the 21st day of
the month of such Payment Date.

     

    “Interest Rate” means
the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest
Rate or the Class A-4 Interest Rate, as applicable.

     

    “Issuer” means Honda
Auto Receivables 2010-3 Owner Trust until a successor replaces it and,
thereafter, means the successor and, for purposes of any provision contained
herein and required by the TIA, each other obligor on the Notes.

     

    “Issuer Order” or
“Issuer
Request” means a written order or request signed in the name of the
Issuer by any Authorized Officer and delivered to the Indenture
Trustee.

     

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

     

    “Note Depository
Agreement” means the agreement dated October 28, 2010, among the Issuer,
the Indenture Trustee and The Depository Trust Company, as the initial Clearing
Agency, relating to the Notes, substantially in the form of Exhibit B
hereto.

     

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

     

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

     

    “Note Register” and
“Note
Registrar” shall have the respective meanings specified in Section
2.04.

     

    “Notes” means the
Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and the Class A-4
Notes.

     

    “Officer’s
Certificate” means a certificate signed by any Authorized Officer of the
Issuer, under the circumstances described in, and otherwise complying with, the
applicable requirements of Section 11.01, and delivered to the Indenture
Trustee. Unless otherwise specified, any reference in this Indenture to an
Officer’s Certificate shall be to an Officer’s Certificate of the
Issuer.

     

    “Opinion of Counsel”
means one or more written opinions of counsel who may, except as otherwise
expressly provided in this Indenture, be an employee of or counsel to the Issuer
and who shall be satisfactory to the Indenture Trustee, and which opinion or
opinions shall be


    
      
         


      

      
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    addressed
to the Indenture Trustee as Indenture Trustee, shall comply with any applicable
requirements of Section 11.01 and shall be in form and substance satisfactory to
the Indenture Trustee.

     

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

     

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

     

    (ii)           Notes
or portions thereof the payment for which money in the necessary amount has been
theretofore deposited with the Indenture Trustee or any Paying Agent in trust
for the Holders of such Notes (provided, however, that if such Notes are to be
redeemed, notice of such redemption has been duly given pursuant to this
Indenture or provision for such notice has been made, satisfactory to the
Indenture Trustee); and

     

    (iii)           Notes
cancelled or paid pursuant to Section 2.05 in exchange for or in lieu of which
other Notes have been authenticated and delivered pursuant to this Indenture
unless proof satisfactory to the Indenture Trustee is presented that any such
Notes are held by a bona fide Protected Purchaser;

     

    provided,
that in determining whether the Holders of the requisite Outstanding Amount have
given any request, demand, authorization, direction, notice, consent or waiver
hereunder or under any other Basic Document, Notes owned by the Issuer, any
other obligor upon the Notes, the Seller or any of their respective Affiliates
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Indenture Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Notes that the Indenture Trustee knows to be so owned shall be so
disregarded.  Notes so owned that have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Indenture Trustee the pledgee’s right so to act with respect to such Notes and
that the pledgee is not the Issuer, any other obligor upon the Notes, the Seller
or any Affiliate of any of their respective Affiliates.

     

    “Outstanding Amount”
means, except as otherwise indicated by the context, the aggregate principal
amount of all Notes of all Classes Outstanding at the date of
determination.

     

    “Owner Trust Estate”
means the Grant of the Collateral to the Indenture Trustee under this Indenture,
including all proceeds thereof.

     

    “Owner Trustee” means
U.S. Bank Trust National Association, not in its individual capacity but solely
as Owner Trustee under the Trust Agreement, or any successor Owner Trustee under
the Trust Agreement.

     

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


    
      
         


      

      
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    “Payment Date” means
the 21st
calendar day of each month, commencing November 22, 2010, or if such day is not
a Business Day, then the next succeeding Business Day.

     

    “Person” means any
individual, corporation, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.

     

    “Predecessor Note”
means, with respect to any particular Note, every previous Note evidencing all
or a portion of the same debt as that evidenced by such particular Note; and,
for the purpose of this definition, any Note authenticated and delivered under
Section 2.05 in lieu of a mutilated, lost, destroyed or stolen Note shall be
deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Note.

     

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

     

    “Protected Purchaser”
shall have the meaning set forth in Article 8 of the UCC.

     

    “Rating Agency
Condition” means, with respect to any action, that each Rating Agency
shall have been given ten Business Days (or such shorter period as is
practicable or acceptable to each Rating Agency) prior notice thereof and within
ten Business Days of each Rating Agency’s receipt of such notice (or such
shorter period as is practicable or acceptable to each Rating Agency) such
Rating Agency shall not have notified the Seller, the Servicer, the Indenture
Trustee and the Owner Trustee in writing that such action will not result in a
qualification, reduction or withdrawal of the then current rating of the
Notes.

     

    “Rating Agency” means
each of Fitch and Moody’s.

     

    “Record Date” means,
with respect to a Payment Date or Redemption Date, the day immediately preceding
such Payment Date or Redemption Date or, if Definitive Notes have been issued,
the close of business on the last day of the month immediately preceding the
month in which such Payment Date or Redemption Date occurs.

     

    “Redemption Date”
means, in the case of a redemption of the Notes pursuant to Section 10.01, the
Payment Date specified by the Servicer or the Issuer pursuant to Section
10.01.

     

    “Redemption Price”
means, in the case of a redemption of the Notes pursuant to Section 10.01, an
amount equal to the unpaid principal amount of the Notes redeemed plus accrued
and unpaid interest thereon at the weighted average of the Interest Rates for
each Class of Notes being so redeemed to but excluding the Redemption
Date.

     

    “Registered Holder”
means the Person in whose name a Note is registered on the Note Register on the
applicable Record Date.

     

    “Regulation AB” means
Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
such clarification and interpretation as have been provided by the Commission in
the adopting release (Asset-Backed Securities, Securities Act Release No.
33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7,


    
      
         


      

      
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    2005)) or
by the staff of the Commission, or as may be provided by the Commission or its
staff from time to time.

     

    “Sale and Servicing
Agreement” means the Sale and Servicing Agreement, dated as of October 1,
2010, between the Issuer, the Seller and the Servicer.

     

    “Schedule of
Receivables” means the list of the Receivables set forth in Schedule A
hereto.

     

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

     

    “Servicer” means
American Honda Finance Corporation, in its capacity as servicer under the Sale
and Servicing Agreement, and any Successor Servicer thereunder.

     

    “Servicing Criteria”
means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as
such may be amended from time to time.

     

    “Sponsor” means
American Honda Finance Corporation, in its capacity as sponsor under the Sale
and Servicing Agreement, and any Successor Sponsor thereunder.

     

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

     

    “Seller” means
American Honda Receivables Corp., in its capacity as seller under the Sale and
Servicing Agreement, and its successors.

     

    “Subcontractor” means
any vendor, subcontractor or other Person that is not responsible for the
overall servicing (as “servicing” is commonly understood by participants in the
asset-backed securities market) of the Receivables but performs one or more
material discrete functions identified in Item 1122(d) of Regulation AB with
respect to the Receivables under the direction or authority of the Servicer or a
Subservicer.

     

    “Subservicer” means
any Person that services Receivables on behalf of the Servicer or any
Subservicer and is responsible for the performance (whether directly or through
Subservicers or Subcontractors) of a substantial portion of the material
servicing functions required to be performed by the Servicer under this
Agreement that are identified in Item 1122(d) of Regulation AB.

     

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

     

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

     

    “United States” means
the United States of America.

     

    (a)           Except
as otherwise specified herein or as the context may otherwise require,
capitalized terms used herein that are not otherwise defined shall have the
meanings ascribed thereto in the Sale and Servicing Agreement.


    
      
         


      

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

     

    “Commission”
means the Securities and Exchange Commission.

     

    “indenture
securities” means the Notes.

     

    “indenture
security holder” means a Noteholder.

     

    “indenture
to be qualified” means this Indenture.

     

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

     

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

     

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

     

    Section
1.03.     Rules of
Construction.  Unless the context otherwise requires: (i) a
term has the meaning assigned to it; (ii) an accounting term not otherwise
defined has the meaning assigned to it in accordance with generally accepted
accounting principles as in effect from time to time; (iii) “or” is not
exclusive; (iv) “including” means including without limitation; (v) words in the
singular include the plural and words in the plural include the singular; (vi)
any agreement, instrument or statute defined or referred to herein or in any
instrument or certificate delivered in connection herewith means such agreement,
instrument or statute as from time to time amended, modified or supplemented and
includes (in the case of agreements or instruments) references to all
attachments thereto and instruments incorporated therein; (vii) references to a
Person are also to its permitted successors and assigns; (viii) the words
“hereof’, “herein” and “hereunder” and words of similar import when used in this
Indenture shall refer to this Indenture as a whole and not to any particular
provision of this Indenture; (ix) the term “proceeds” shall have the meaning set
forth in the applicable UCC; and (x) Section, subsection and Schedule references
contained in this Indenture are references to Sections, subsections and
Schedules in or to this Indenture unless otherwise specified.

     

    ARTICLE
II


     

    THE
NOTES

     

    Section
2.01. Form.  The
Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4
Notes, in each case together with the Indenture Trustee’s certificate of
authentication, shall be in substantially the form set forth in Exhibit A, with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may, consistently herewith, be determined by the officers


    
      
         


      

      
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    executing
such Notes, as evidenced by their execution of the Notes.  Any portion
of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note.

     

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

     

    Each Note
shall be dated the date of its authentication.  The terms of the Notes
are the terms of this Indenture.

     

    Section
2.02.     Execution, Authentication
and Delivery.  The Notes shall be executed on behalf of the
Issuer by any of its Authorized Officers.  The signature of any such
Authorized Officer on the Notes may be manual or facsimile.  Notes
bearing the manual or facsimile signature of individuals who were at any time
Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Notes or did not hold such offices at the
date of such Notes.

     

    The
Indenture Trustee shall, upon Issuer Order, authenticate and deliver for
original issue the following aggregate principal amount of Notes: (i)
$418,000,000 of Class A-1 Notes, (ii) $399,000,000 of Class A-2 Notes, (iii)
$479,000,000 of Class A-3 Notes and (iv) $263,989,000 of Class A-4
Notes.  The aggregate principal amount of Class A-1 Notes, Class A-2
Notes, Class A-3 Notes and Class A-4 Notes outstanding at any time may not
exceed such respective amounts except as provided in Section 2.05.

     

    Each Note
shall be dated the date of its authentication.  The Notes shall be
issuable as registered Notes in minimum denominations of $1,000 and in integral
multiples of $1,000 in excess thereof.

     

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

     

    Section
2.03. Temporary
Notes.  Pending the preparation of Definitive Notes pursuant to
Section 2.11, the Issuer may execute, and upon receipt of an Issuer Order the
Indenture Trustee shall authenticate and deliver, temporary Notes that are
printed, lithographed, typewritten, mimeographed or otherwise produced, of the
tenor of the Definitive Notes in lieu of which they are issued and with such
variations not inconsistent with the terms of this Indenture as the officers
executing such Notes may determine, as evidenced by their execution of such
Notes.

     

    If
temporary Notes are issued, the Issuer shall cause Definitive Notes to be
prepared without unreasonable delay.  After the preparation of
Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes
upon surrender of the temporary Notes at the office or agency of the Issuer to
be maintained as provided in Section 3.02, without charge to the
related


    
      
         


      

      
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    Holder.  Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall
execute, and the Indenture Trustee shall authenticate and deliver in exchange
therefor, a like tenor and principal amount of Definitive Notes of authorized
denominations.  Until so exchanged, the temporary Notes shall in all
respects be entitled to the same benefits under this Indenture as Definitive
Notes.

     

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

     

    If a
Person other than the Indenture Trustee is appointed by the Issuer as Note
Registrar, the Issuer will give the Indenture Trustee prompt written notice of
the appointment of such Note Registrar and of the location, and any change in
the location, of the Note Register, and the Indenture Trustee shall have the
right to inspect the Note Register at all reasonable times and to obtain copies
thereof, and the Indenture Trustee shall have the right to rely upon a
certificate executed on behalf of the Note Registrar by an Executive Officer
thereof as to the names and addresses of the Holders of the Notes and the
principal amounts and number of such Notes.

     

    Upon
surrender for registration of transfer of any Note at the office or agency of
the Issuer to be maintained as provided in Section 3.02, provided that the
requirements of Section 8-401 of
the UCC are met, the Issuer shall execute, and the Indenture Trustee shall
authenticate and the Noteholder shall obtain from the Indenture Trustee, in the
name of the designated transferee or transferees, one or more new Notes of the
same Class in any authorized denominations, of a like aggregate principal
amount.

     

    At the
option of the Holder, Notes may be exchanged for other Notes of the same Class
in any authorized denominations, of a like aggregate principal amount, upon
surrender of the Notes to be exchanged at such office or
agency.  Whenever any Notes are so surrendered for exchange, provided
that the requirements of Section 8-401 of the UCC are met (as determined by the
Issuer), the Issuer shall execute, and the Indenture Trustee shall authenticate
and the Noteholder shall obtain from the Indenture Trustee, the Notes which the
Noteholder making the exchange is entitled to receive.

     

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

     

    Every
Note presented or surrendered for registration of transfer or exchange shall be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder thereof or
such Holder’s attorney duly authorized in writing, with such signature
guaranteed by an “eligible guarantor institution” meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other
“signature


    
      
         


      

      
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    guarantee
program” as may be determined by the Note Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Exchange Act.

     

    No
service charge shall be made to a Holder for any registration of transfer or
exchange of Notes, but the Issuer or the Indenture Trustee may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of Notes,
other than exchanges pursuant to Section 2.03 or 9.06 not involving any
transfer.

     

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

     

    Section
2.05.     Mutilated, Destroyed, Lost
or Stolen Notes.  If (i) any mutilated Note is surrendered to
the Indenture Trustee, or the Indenture Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Note, (ii) there is
delivered to the Indenture Trustee such security or indemnity as may be required
by it to hold the Issuer and the Indenture Trustee harmless and (iii) the
requirements of Section 8-405 of the UCC are met, then, in the absence of notice
to the Issuer, the Note Registrar or the Indenture Trustee that such Note has
been acquired by a Protected Purchaser, the Issuer shall execute, and upon its
written request the Indenture Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
replacement Note of the same Class; provided, however, that if any such
destroyed, lost or stolen Note, but not a mutilated Note, shall have become or
within seven days shall be due and payable, or shall have been called for
redemption, instead of issuing a replacement Note, the Issuer may pay such
destroyed, lost or stolen Note when so due or payable or upon the Redemption
Date without surrender thereof.  If, after the delivery of such
replacement Note or payment of a destroyed, lost or stolen Note pursuant to the
proviso to the preceding sentence, a Protected Purchaser of the original Note in
lieu of which such replacement Note was issued presents for payment such
original Note, the Issuer and the Indenture Trustee shall be entitled to recover
such replacement Note (or such payment) from the Person to whom it was delivered
or any Person taking such replacement Note from such Person to whom such
replacement Note was delivered or any assignee of such Person, except a
protected purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer or the Indenture Trustee in connection
therewith.

     

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

     

    Every
replacement Note issued pursuant to this Section in replacement of any
mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time


    
      
         


      

      
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    enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Notes duly issued
hereunder.

     

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

     

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

     

    Section
2.07.     Payment of Principal and
Interest, Defaulted Interest.

     

    (a)         Each
Class of Notes shall accrue interest at the related Interest Rate, and such
interest shall be due and payable on each Payment Date as specified therein,
subject to Sections 3.01 and 11.12 hereof.  Any installment of
interest or principal, if any, payable on any Note that is punctually paid or
duly provided for by the Issuer on the applicable Payment Date shall be paid to
the Person in whose name such Note (or one or more Predecessor Notes) is
registered on the Record Date by check mailed first-class postage prepaid to
such Person’s address as it appears on the Note Register on such Record Date,
except that, unless Definitive Notes have been issued pursuant to Section 2.11,
with respect to Notes registered on the Record Date in the name of the nominee
of the Clearing Agency (initially, such nominee to be Cede & Co.), payment
will be made by wire transfer in immediately available funds to the account
designated by such nominee and except for the final installment of principal
payable with respect to such Note on a Payment Date, a Redemption Date or on the
related Final Scheduled Payment Date, as the case may be (and except for the
Redemption Price for any Note called for redemption pursuant to Section 10.01),
which shall be payable as provided below.  The funds represented by
any such checks returned undelivered shall be held in accordance with Section
3.03.

     

    (b)         The
principal of each Note shall be payable as provided in Section 8.02(d)
hereof.  Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes shall be due and payable, if not previously paid, on the
related Final Payment Date or the date on which an Event of Default shall have
occurred and be continuing, if the Indenture Trustee or Holders of the Notes
representing not less than a majority of the Outstanding Amount have declared
the Notes to be immediately due and payable in the manner provided in Section
5.02.  All principal payments on each Class of Notes shall be made pro
rata to the Noteholders of such Class entitled thereto.  The Indenture
Trustee shall notify the Person in whose name a Note is registered at the close
of business 5 Business Days preceding the Payment Date on which the Issuer
expects that the final installment of principal of and interest on such Note
will be paid.  Such notice shall be mailed or transmitted by facsimile
prior to such final Payment Date and shall specify that such final installment
will be payable only upon presentation and surrender of such Note and shall
specify the place where such Note may be presented and surrendered for payment
of such installment.  Notices in connection with redemptions of Notes
shall be mailed to Noteholders as

     


    
      
         


      

      
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    provided
in Section 10.02.  In addition, the Administrator shall notify each
Rating Agency upon the final payment of interest and principal of each Class of
Notes, and upon the termination of the Trust, in each case pursuant to Section
1.02(a)(iii) of the Administration Agreement.

     

    (c)          If
the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay
defaulted interest (plus interest on such defaulted interest to the extent
lawful) at the applicable Interest Rate in any lawful manner.  The
Issuer may pay such defaulted interest to the Persons who are Noteholders on a
subsequent special record date, which date shall be at least 5 Business Days
prior to the next payment date.  The Issuer shall fix or cause to be
fixed any such special record date and related payment date, and, at least 15
days before any such special record date, the Issuer shall mail to each
Noteholder a notice that states the special record date, the payment date and
the amount of defaulted interest to be paid.

     

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

     

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

     

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

     

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

     

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

     

    (iv)        the
rights of Note Owners shall be exercised only through the Clearing Agency and
shall be limited to those established by law and agreements between such Note
Owners and


    
      
         


      

      
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    the
Clearing Agency and/or the Clearing Agency Participants.  Pursuant to
the Note Depository Agreement, unless and until Definitive Notes are issued
pursuant to Section 2.11, the Clearing Agency will make book-entry transfers
among the Clearing Agency Participants and receive and transmit payments of
principal of and interest on the Notes to such Clearing Agency Participants;
and

     

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

     

    Section
2.10.     Notices to Clearing
Agency.  Whenever a notice or other communication to the
Noteholders is required under this Indenture, unless and until Definitive Notes
shall have been issued to such Note Owners pursuant to Section 2.11, the
Indenture Trustee shall give all such notices and communications specified
herein to be given to Holders of the Notes to the Clearing Agency, and shall
have no obligation to such Note Owners.

     

    Section
2.11.     Definitive
Notes.  If (i)(A) the Administrator advises the Indenture
Trustee in writing that the Clearing Agency is no longer willing or able to
properly discharge its responsibilities with respect to the Book-Entry Notes and
(B) neither the Indenture Trustee nor the Administrator is able to locate a
qualified successor, (ii) the Administrator at its option advises the Indenture
Trustee in writing that it elects to terminate the book-entry system through the
Clearing Agency or (iii) after the occurrence of an Event of Default or a
Servicer Default, Owners of Book-Entry Notes representing beneficial interests
aggregating at least a majority of the Outstanding Amount of such Notes advise
the Indenture Trustee and the Clearing Agency Participants through the Clearing
Agency, in writing that the continuation of a book-entry system through the
Clearing Agency is no longer in the best interests of such Note Owners, then, in
each case, the Indenture Trustee shall notify all Note Owners of the related
Class of Notes through the Clearing Agency of the occurrence of any such event
and of the availability of Definitive Notes of the related Class of Notes to
Note Owners requesting the same.  Upon surrender to the Indenture
Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing
Agency, accompanied by registration instructions, the Issuer shall execute and
the Indenture Trustee shall authenticate the Definitive Notes in accordance with
the instructions of the Clearing Agency.  None of the Issuer, the Note
Registrar or the Indenture Trustee shall be liable for any delay in delivery of
such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions.  Upon the issuance of Definitive Notes
of a Class, the Indenture Trustee shall recognize the Holders of the Definitive
Notes as Noteholders hereunder.

     

    Section
2.12.     Release of
Collateral.  Subject to Section 11.01 and the terms of the
other Basic Documents, the Indenture Trustee shall release property from the
lien of this Indenture only upon receipt of an Issuer Request accompanied by an
Officer’s Certificate, an Opinion of Counsel and (except in the case of a full
redemption under Section 10.01) Independent Certificates in accordance with TIA
§§ 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent
Certificates to the effect that the TIA does not require any such Independent
Certificates.


    
      
         


      

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

     

    Section
2.14.     Employee Benefit
Plans.  The transfer of a Definitive Note shall not be
registered unless the prospective transferee has represented in writing to the
Indenture Trustee that either (i) it is not a Benefit Plan or any other plan
subject to a law that is substantially similar to Title I of ERISA or Section
4975 of the Code ("Similar Law") and is not acting on behalf of or investing the
assets of a Benefit Plan or any other plan subject to Similar Law  or
(ii) its acquisition, holding and disposition of the Definitive Note will not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code because it will be covered by a United States
Department of Labor prohibited transaction class exemption or by some other
applicable statutory or administrative exemption and will not cause a nonexempt
violation of any Similar Law.  Any Person that acquires a beneficial
interest in a Book-Entry Note with the assets of a Benefit Plan shall be deemed
to make the same representations as set forth above in this Section
2.14.

     

    ARTICLE
III

     

    COVENANTS

     

    Section
3.01.     Payment of Principal and
Interest.  The Issuer will duly and punctually pay the
principal of and interest, if any, on the Notes in accordance with the terms of
the Notes and this Indenture.  Without limiting the foregoing, subject
to Section 8.02(c), the Issuer will cause to be distributed all amounts on
deposit in the Note Distribution Account on a Payment Date deposited therein in
accordance with Section 8.02(d).  Amounts properly withheld under the
Code by any Person from a payment to any Noteholder of interest and/or principal
shall be considered as having been paid by the Issuer to such Noteholder for all
purposes of this Indenture.

     

    Section
3.02.     Maintenance of Office or
Agency.  The Issuer will maintain in the Borough of Manhattan,
The City of New York, an office or agency where Notes may be surrendered for
registration of transfer or exchange, and where notices and demands to or upon
the Issuer in respect of the Notes and this Indenture may be
served.  The Issuer hereby initially appoints the Indenture Trustee to
serve as its agent for the foregoing purposes.  The Issuer will give
prompt written notice to the Indenture Trustee of the location, and of any
change in the location, of any such office or agency.  If at any time
the Issuer shall fail to maintain any such office or agency or shall fail to
furnish the Indenture Trustee with the address thereof, such surrenders, notices
and demands may be made or served at the Corporate Trust Office, and the Issuer
hereby appoints the Indenture Trustee as its agent to receive all such
surrenders, notices and demands, provided that the Indenture Trustee shall not
serve as an agent or office for the purpose of service of process on behalf of
the Issuer.


    
      
         


      

      
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    Section
3.03.     Money for Payments to be
Held in Trust.  As provided in Sections 5.04 and 8.02, all
payments of amounts due and payable with respect to any Notes that are to be
made from amounts withdrawn from the Collection Account and the Note
Distribution Account pursuant to Section 8.02(c) shall be made on behalf of the
Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so
withdrawn from the Collection Account and the Note Distribution Account for
payments of Notes shall be paid over to the Issuer except as provided in this
Section.

     

    On or
before the Business Day immediately preceding each Payment Date and Redemption
Date, the Issuer shall deposit or cause to be deposited in the Collection
Account (to be transferred to the Note Distribution Account on the related
Payment Date) an aggregate sum sufficient to pay the amounts then becoming due
under the Notes, such sum to be held in trust for the benefit of the Persons
entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall
promptly notify the Indenture Trustee in writing of its action or failure so to
act.

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
         


      

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

     

    Section
3.04.     Existence.  The
Issuer will keep in full effect its existence, rights and franchises as a
statutory trust under the laws of the State of Delaware (unless it becomes, or
any successor Issuer hereunder is or becomes, organized under the laws of any
other State or of the United States, in which case the Issuer will keep in full
effect its existence, rights and franchises under the laws of such other
jurisdiction) and will obtain and preserve its qualification to do business in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Indenture, the Notes, the
Collateral and each other instrument or agreement included in the Owner Trust
Estate, including all licenses required under the Pennsylvania Motor Vehicle
Sales Finance Act and Maryland Code Financial Institutions, Title 11, Subtitle
4, as applicable, in connection with this Agreement and the other Basic
Documents and the transactions contemplated hereby and thereby until such time
as the Issuer shall terminate in accordance with the terms hereof.

     

    Section
3.05.     Protection of Owner Trust
Estate.  The Issuer intends the security interest Granted
pursuant to this Indenture in favor of the Indenture Trustee on behalf of the
Noteholders to be prior to all other liens in respect of the Owner Trust Estate,
and the Issuer shall take all actions necessary to obtain and maintain, for the
benefit of the Indenture Trustee on behalf of the Noteholders, a first lien on
and a first priority, perfected security interest in the Owner Trust
Estate.  The Issuer will from time to time execute and deliver all
such supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments,
all as prepared by the Administrator and delivered to the Issuer, and will take
such other action necessary or advisable to:

     

    (i)          grant
more effectively any portion of the Owner Trust Estate;

     

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


    
      
         


      

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

     

    (iv)        enforce
any of the Collateral;

     

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

     

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

     

    Section
3.06.     Opinions as to Owner Trust
Estate.

     

    (a)  
       Promptly after the execution and
delivery of this Indenture, the Issuer shall furnish to the Indenture Trustee an
Opinion of Counsel to the effect that, in the opinion of such counsel, either
(i) all financing statements and continuation statements have been executed and
filed that are necessary to create and continue the Indenture Trustee’s first
priority perfected security interest in the collateral for the benefit of the
Noteholders, and reciting the details of  such filings or referring to
prior Opinions of Counsel in which such details are given, or (ii) no such
action shall be necessary to perfect such security interest.

     

    (b)         Within
90 days after the beginning of each fiscal year of the Issuer beginning with the
first fiscal year beginning more than three months after the Cutoff Date, the
Issuer shall furnish to the Indenture Trustee an Opinion of Counsel, dated as of
a date during such 90-day period, to the effect that, in the opinion of such
counsel, either (i) all financing statements and continuation statements have
been executed and filed that are necessary to create and continue the Indenture
Trustee’s first priority perfected security interest in the collateral for the
benefit of the Noteholders, and reciting the details of such filings or
referring to prior Opinions of Counsel in which such details are given, or (ii)
no such action shall be necessary to perfect such security
interest.

     

    Section
3.07.     Performance of Obligations;
Servicing of Receivables.

     

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

     

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


    
      
         


      

      
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    (c)          The
Issuer will and will cause the Administrator to, punctually perform and observe
all of its obligations and agreements contained in this Indenture, the other
Basic Documents and in the instruments and agreements included in the Owner
Trust Estate, including but not limited to filing or causing to be filed all UCC
financing statements and continuation statements required to be filed by the
terms of this Indenture and the other Basic Documents in accordance with and
within the time periods provided for herein and therein.  Except as
otherwise expressly provided therein, the Issuer shall not waive, amend, modify,
supplement or terminate any Basic Document or any provision thereof without the
written consent of the Indenture Trustee or the Holders of at least a majority
of the Outstanding Amount or such greater percentage as may be specified in the
particular provision.

     

    (d)          If
the Issuer shall have knowledge of the occurrence of a Servicer Default, the
Issuer shall promptly provide written notice to a Responsible Officer of the
Indenture Trustee and to the Administrator thereof, and shall specify in such
notice the action, if any, the Issuer is taking with respect of such
default.  If a Servicer Default shall arise from the failure of the
Servicer to perform any of its duties or obligations under the Sale and
Servicing Agreement with respect to the Receivables, the Issuer shall take all
reasonable steps available to it to remedy such failure.  The
Administrator shall, in accordance with Section 1.02(c) of the Administration
Agreement, make such notice available to each Rating Agency.

     

    (e)         As
promptly as possible after the giving of notice of termination to the Servicer
of the Servicer’s rights and powers pursuant to Section 7.01 of the Sale and
Servicing Agreement, the Indenture Trustee shall appoint a Successor Servicer,
and such Successor Servicer shall accept its appointment by a written assumption
in a form acceptable to the Indenture Trustee.  In the event that a
Successor Servicer has not been appointed and accepted its appointment at the
time when the Servicer ceases to act as Servicer, the Indenture Trustee without
further action shall automatically be appointed the Successor
Servicer.  The Indenture Trustee may resign as the Servicer by giving
written notice of such resignation to the Issuer and in such event will be
released from such duties and obligations, such release not to be effective
until the date a new servicer enters into a servicing agreement as provided
below.  Upon delivery of any such notice to the Issuer, the Issuer
shall obtain a new servicer as the Successor Servicer under the Sale and
Servicing Agreement.  Any Successor Servicer other than the Indenture
Trustee shall (i) be an established financial institution having a net worth of
not less than $50,000,000 and whose regular business includes the servicing of
motor vehicle receivables and (ii) enter into a servicing agreement with the
Issuer and the Seller having substantially the same provisions as the provisions
of the Sale and Servicing Agreement applicable to the Servicer.  If
within 30 days after the delivery of the notice referred to above, the Issuer
shall not have obtained such a new servicer, the Indenture Trustee may appoint,
or may petition a court of competent jurisdiction to appoint, a Successor
Servicer.  In connection with any such appointment, the Issuer may
make such arrangements for the compensation of such successor as it and such
successor shall agree, subject to the limitations set forth below and in the
Sale and Servicing Agreement, and in accordance with Section 7.02 of the Sale
and Servicing Agreement, the Issuer and the Seller shall enter into an agreement
with such successor for the servicing of the Receivables (such agreement to be
in form and substance satisfactory to the Indenture Trustee).  If the
Indenture Trustee shall succeed to the Servicer’s duties as servicer of the
Receivables as provided herein, it shall do so in its individual capacity and
not in its capacity as Indenture Trustee and, accordingly, the provisions of
Article Six shall be inapplicable (except as set forth in the proviso contained
in


    
      
         


      

      
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    Section
6.01(a)) to the Indenture Trustee in its duties as the successor to the Servicer
and the servicing of the Receivables.  In case the Indenture Trustee
shall become successor to the Servicer under the Sale and Servicing Agreement,
the Indenture Trustee shall be entitled to appoint as Servicer any one of its
Affiliates or agents, provided that it shall be fully liable for the actions and
omissions of such Affiliate or agent in such capacity as Successor
Servicer.

     

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

     

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

     

    (i)          except
as expressly permitted by Section 3.10(b) and the Basic Documents, sell,
transfer, exchange or otherwise dispose of any of the properties or assets of
the Issuer, including those included in the Owner Trust Estate, unless directed
to do so by the Indenture Trustee;

     

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

     

    (iii)        (A)
permit the validity or effectiveness of this Indenture to be impaired, or permit
the lien created by this Indenture to be amended, hypothecated, subordinated,
terminated or discharged, or permit any Person to be released from any covenants
or obligations with respect to the Notes under this Indenture except as may be
expressly permitted hereby, (B) permit any lien, charge, excise, claim, security
interest, mortgage or other encumbrance (other than the lien of this Indenture)
to be created on or extend to or otherwise arise upon or burden the Owner Trust
Estate or any part thereof or any interest therein or the proceeds thereof
(other than tax liens, mechanics’ liens and other liens that arise by operation
of law, in each case on any of the Financed Vehicles and arising solely as a
result of an action or omission of the related Obligor) or (C) permit the lien
created by this Indenture not to constitute a valid first priority (other than
with respect to any such tax, mechanics’ or other lien) security interest in the
Owner Trust Estate; or

     

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

     

    Section
3.09.     Annual Statement as to
Compliance.

     

    (a)         The
Issuer will deliver to the Indenture Trustee, within 120 days after the end of
each fiscal year of the Issuer (commencing with the fiscal year ended March 31,
2011), an Officer’s Certificate stating, as to the Authorized Officer signing
such Officer’s Certificate, that:

     

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


    
      
         


      

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

     

    (b)         On
or before June 1st of each
calendar year in which a Form 10-K is required to be filed on behalf of the
Issuer, commencing in 2011, the Indenture Trustee shall deliver to the Issuer
and the Administrator a report regarding the Indenture Trustee’s assessment of
compliance with each of the Servicing Criteria specified on Exhibit C hereto
during the immediately preceding reporting year accompanied by an attestation
report by a registered public accounting firm, in each case as required under
Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
AB.  Such report shall be signed by an authorized officer of the
Indenture Trustee, and shall address each of the Servicing Criteria specified on
Exhibit C hereto.

     

    Section
3.10.     Issuer May Consolidate,
etc., Only on Certain Terms.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (vi)        the
Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate
and an Opinion of Counsel (which shall describe the actions taken as required by
clause (v) above or that no actions will be taken) each stating that such
consolidation or merger comply with this Article and that all conditions
precedent herein provided for relating to such transaction have been complied
with (including any filing required by the Exchange Act).

     

    (b)         The
Issuer shall not convey or transfer all or substantially all of its properties
or assets, including those included in the Owner Trust Estate, to any Person
(except as expressly permitted by the Basic Documents), unless:


    
      
         


      

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

     

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

     

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

     

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

     

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

     

    (vi)        the
Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate
and an Opinion of Counsel (which shall describe the actions taken as required by
clause (v) above or that no actions will be taken) each stating that such
conveyance or transfer and such supplemental indenture comply with this Article
and that all conditions precedent herein provided for relating to such
transaction have been complied with (including any filing required by the
Exchange Act).

     

    Section
3.11.     Successor or
Transferee.

     

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

     

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


    
      
         


      

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

     

    Section
3.13.     No
Borrowing.  The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for (i) the Notes and (ii) any other indebtedness permitted
by or arising under the other Basic Documents.

     

    Section
3.14.     Servicer’s
Obligations.  The Issuer shall cause the Servicer to comply
with Sections 3.10, 3.11, 3.12, 4.10 and Article Eight of the Sale and Servicing
Agreement.

     

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

     

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

     

    Section
3.17.     Removal of
Administrator.  So long as any Notes are Outstanding, the
Issuer shall not remove the Administrator without cause unless the Rating Agency
Condition shall have been satisfied in connection with such
removal.

     

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

     

    Section
3.19.     Notice of Events of
Default.  The Issuer shall give a Responsible Officer of the
Indenture Trustee and each Rating Agency prompt written notice of each Event of
Default hereunder and each default on the part of the Servicer or the Seller of
its obligations under the Sale and Servicing Agreement.


    
      
         


      

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

     

    Section
3.21.     Compliance with
Laws.  The Issuer shall comply with the requirements of all
applicable laws, the non-compliance with which would, individually or in the
aggregate, materially and adversely affect the ability of the Issuer to perform
its obligations under the Notes, this Indenture or any Basic
Document.

     

    Section
3.22.     Amendments of Sale and
Servicing Agreement and Trust Agreement.  The Issuer shall not
agree to any amendment to Section 9.01 of the Sale and Servicing Agreement or
Section 11.01 of the Trust Agreement to eliminate the requirements thereunder
that the Indenture Trustee or the Holders of the Notes consent to amendments
thereto as provided therein.

     

    ARTICLE
IV


     

    SATISFACTION
AND DISCHARGE

     

    Section
4.01.     Satisfaction and Discharge
of Indenture.  This Indenture shall cease to be of further
effect with respect to the Notes except as to (i) rights of registration of
transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen
Notes, (iii) rights of Noteholders to receive payments of principal thereof and
interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.20
and 3.22, (v) the rights, obligations and immunities of the Indenture Trustee
hereunder (including the rights of the Indenture Trustee under Section 6.07 and
the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights
of Noteholders as beneficiaries hereof with respect to the property so deposited
with the Indenture Trustee payable to all or any of them, and the Indenture
Trustee, on written demand of and at the expense of the Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to the Notes, when

     

    (i)           either

     

    (A)         all
Notes theretofore authenticated and delivered (other than (i) Notes that have
been destroyed, lost or stolen and that have been replaced or paid as provided
in Section 2.05 and (ii) Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuer and thereafter
repaid to the Issuer or discharged from such trust, as provided in Section 3.03)
have been delivered to the Indenture Trustee for cancellation or

     

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

     

    (1)           have
become due and payable,

     

    (2)           will
become due and payable at the Class A-4 Final Payment Date within one year,
or


    
      
         


      

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

     

    and the
Issuer, in the case of clauses (1), (2) or (3) above, has irrevocably deposited
or caused to be irrevocably deposited with the Indenture Trustee cash or direct
obligations of or obligations guaranteed by the United States (which will mature
prior to the date such amounts are payable), in trust for such purpose, in an
amount sufficient to pay and discharge the entire indebtedness on such Notes not
theretofore delivered to the Indenture Trustee for cancellation when due to the
related Final Payment Date or Redemption Date (if Notes shall have been called
for redemption pursuant to Section 10.01), as the case may be;

     

    (ii)          the
Issuer has paid or performed or caused to be paid or performed all amounts and
obligations which the Issuer may owe to or on behalf of the Indenture Trustee
for the benefit of the Noteholders, under this Indenture or the Notes;
and

     

    (iii)         the
Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an
Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an
Independent Certificate from a firm of certified public accountants, each
meeting the applicable requirements of Section 11.01 (a) and, subject to Section
11.02, each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture have been complied
with.

     

    Section
4.02.     Application of Trust
Money.  All monies deposited with the Indenture Trustee
pursuant to Section 4.01 shall be held in trust in a segregated non-interest
bearing account and applied by it, (a) in accordance with the provisions of the
Notes, the Sale and Servicing Agreement and this Indenture, to the payment,
either directly or through any Paying Agent, as the Indenture Trustee may
determine, to the Holders of the particular Notes for the payment or redemption
of which such monies have been deposited with the Indenture Trustee, of all sums
due and to become due thereon for principal and interest; but such monies need
not be segregated from other funds of the Issuer except to the extent required
herein or in the Sale and Servicing Agreement or required by law and (b) in
accordance with instructions from the Administrator, on which instructions the
Indenture Trustee may conclusively rely.

     

    Section
4.03.     Repayment of Monies Held by
Paying Agent.  In connection with the satisfaction and
discharge of this Indenture with respect to the Notes, all monies then held by
any Paying Agent other than the Indenture Trustee under the provisions of this
Indenture with respect to such Notes shall, upon demand of the Issuer, be paid
to the Indenture Trustee to be held and applied according to Section 3.03 and
thereupon such Paying Agent shall be released from all further liability with
respect to such monies.


    
      
         


      

      
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    ARTICLE
V


     

    REMEDIES

     

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

     

    (i)          default
by the Issuer in the payment of any interest on any Note when the same becomes
due and payable, and such default shall continue for a period of five
days;

     

    (ii)         default
by the Issuer in the payment of the principal of or any installment of the
principal of any Note at the Final Payment Date for such Class of
Notes;

     

    (iii)        default
in the observance or performance of any covenant or agreement of the Issuer made
in this Indenture (other than a covenant or agreement, a default in the
observance or performance of which is elsewhere in this Section specifically
dealt with), or any representation or warranty of the Issuer made in this
Indenture or in any certificate or other writing delivered pursuant hereto or in
connection herewith proving to have been incorrect in any material respect as of
the time when the same shall have been made, and such default shall continue or
not be cured, or the circumstance or condition in respect of which such
misrepresentation or warranty was incorrect shall not have been eliminated or
otherwise cured, for a period of 30 days after there shall have been given, by
registered or certified mail, to the Issuer by the Indenture Trustee or to the
Issuer and the Indenture Trustee by the Holders of at least 25% of the
Outstanding Amount, a written notice specifying such default or incorrect
representation or warranty and requiring it to be remedied and stating that such
notice is a “Notice of Default” hereunder;

     

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

     

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


    
      
         


      

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

     

    Section
5.02.     Acceleration of Maturity,
Rescission and Annulment.

     

    (a)          If
an Event of Default should occur and be continuing, then and in every such case
the Indenture Trustee or the Holders of Notes representing not less than a
majority of the Outstanding Amount may declare all the Notes to be immediately
due and payable, by a notice in writing to the Issuer (and to the Indenture
Trustee if given by Noteholders), and upon any such declaration the unpaid
principal amount of such Notes, together with accrued and unpaid interest
thereon through the date of acceleration, shall become immediately due and
payable.

     

    (b)         At
any time after such declaration of acceleration of maturity has been made and
before a judgment or decree for payment of the money due has been obtained by
the Indenture Trustee as hereinafter in this Article provided, the Holders of
Notes representing a majority of the Outstanding Amount, by written notice to
the Issuer and the Indenture Trustee, may rescind and annul such declaration and
its consequences if:

     

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

     

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

     

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

     

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

     

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

     

    Section
5.03.     Collection of Indebtedness
and Suits for Enforcement by Indenture Trustee.

     

    (a)          The
Issuer covenants that if the Notes are accelerated following the occurrence of
an Event of Default, the Issuer will, upon demand of the Indenture Trustee, pay
to it, for the benefit of the Holders of the Notes, the whole amount then due
and payable on such Notes for principal and interest, with interest on the
overdue principal and, to the extent payment at such rate of interest shall be
legally enforceable, on overdue installments of interest at the related Interest
Rate and, in addition thereto, such further amount as shall be sufficient to
cover the costs


    
      
         


      

      
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    and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and
counsel.

     

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

     

    (c)         If
an Event of Default occurs and is continuing, the Indenture Trustee may, as more
particularly provided in Section 5.04, in its discretion, proceed to protect and
enforce its rights and the rights of the Noteholders, by such appropriate
Proceedings as the Indenture Trustee shall deem most effective to protect and
enforce any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy or legal or equitable right vested
in the Indenture Trustee by this Indenture or by law.

     

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

     

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

     

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

     

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


    
      
         


      

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

     

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

     

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

     

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

     

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

     

    Section
5.04.     Remedies,
Priorities.

     

    (a)          If
an Event of Default shall have occurred and be continuing, the Indenture Trustee
may do one or more of the following (subject to Sections 5.02 and
5.05):

     

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

     

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


    
      
         


      

      
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    (iii)         exercise
any remedies of a secured party under the UCC and any other remedy available to
the Indenture Trustee and take any other appropriate action to protect and
enforce the rights and remedies of the Indenture Trustee on behalf of the
Noteholders under this Indenture; and

     

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

     

    provided,
however, that the Indenture Trustee may not sell or otherwise liquidate the
Owner Trust Estate following an Event of Default, other than an Event of Default
described in Section 5.01(i) or (ii), unless (A) the Holders of 100% of the
Outstanding Amount consent thereto, (B) the proceeds of such sale or liquidation
distributable to the Noteholders and Certificateholders are sufficient to
discharge in full all amounts then due and unpaid upon such Notes and
Certificates for principal and interest or (C) the Indenture Trustee determines
that the Owner Trust Estate will not continue to provide sufficient funds for
the payment of principal of and interest on the Notes and Certificates as would
have become due if the Notes and Certificates had not been declared due and
payable, and the Indenture Trustee obtains the consent of Holders of 100% of the
Outstanding Amount.  In determining such sufficiency or insufficiency
with respect to clause (B) and (C) above, the Indenture Trustee may, but need
not, obtain, at the expense of the Issuer, 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 Owner
Trust Estate for such purpose.

     

    (b)         If
the Indenture Trustee collects any money or property pursuant to this Article,
it shall pay out the money or property in the following order and
priority:

     

    (i)           to
the Indenture Trustee and the Owner Trustee, any amounts due under the Trust
Agreement or Section 6.07 hereof;

     

    (ii)          to
the Servicer, for amounts due and unpaid in respect of Nonrecoverable Advances
under the Sale and Servicing Agreement;

     

    (iii)         to
the Servicer, for amounts due and unpaid in respect of the Total Servicing Fee
under the Sale and Servicing Agreement;

     

    (iv)        [Reserved]

     

    (v)         to
the Holders of the Notes of each Class, the Note Interest Distributable Amount
ratably in proportion to the Note Interest Distributable Amount for each Class
at their respective Interest Rates;

     

    (vi)        to
the Holders of Class A-1 Notes, the outstanding principal amount of the Class
A-1 Notes, until the Class A-1 Notes are paid in full;

     

    (vii)       to
the Holders of the Class A-2, Class A-3 and Class A-4 Notes, pro rata in
proportion to the Outstanding principal amount of each Class, until the Class
A-2, Class A-3 and Class A-4 Notes are paid in full;


    
      
         


      

      
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    (viii)      to
the Holders of the Trust Certificates, the Certificate Interest Distributable
Amount;

     

    (ix)         to
the Holders of the Trust Certificates, the outstanding principal amount of the
Trust Certificates; and

     

    (x)          to
the Seller, any remaining amount.

     

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

     

    Section
5.05.     Optional Preservation of the
Receivables.  If the Notes have been declared to be due and
payable under Section 5.02 following an Event of Default and such declaration
and its consequences have not been rescinded and annulled, the Indenture Trustee
may, but need not, elect to maintain possession of the Owner Trust
Estate.  It is the desire of the parties hereto, the Noteholders that
there be at all times sufficient funds for the payment of any principal of and
interest on the Notes, and the Indenture Trustee shall take such desire into
account when determining whether or not to maintain possession of the Owner
Trust Estate.  In determining whether to maintain possession of the
Owner Trust Estate, the Indenture Trustee may, but need not, obtain, at the
expense of the Issuer, 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 Owner Trust Estate for such
purpose.

     

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

     

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

     

    (ii)          the
Holders of not less than 25% of the Outstanding Amount have made written request
to the Indenture Trustee to institute such Proceeding in respect of such Event
of Default in its own name as Indenture Trustee hereunder;

     

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

     

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

     

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

     

    It is
understood and intended that no one or more Holders of Notes shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb


    
      
         


      

      
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    or
prejudice the rights of any other Holders of Notes or to obtain or to seek to
obtain priority or preference over any other Holders or to enforce any right
under this Indenture, except in the manner herein provided.

     

    In the
event the Indenture Trustee shall receive conflicting or inconsistent requests
and indemnity from two or more groups of Holders of Notes, each representing
less than a majority of the Outstanding Amount, the Indenture Trustee in its
sole discretion may determine what action, if any, shall be taken,
notwithstanding any other provisions of this Indenture.  The Indenture
Trustee shall not be liable for any such determination made in good
faith.

     

    Section
5.07.     Unconditional Rights of
Noteholders to Receive Principal and Interest.  Notwithstanding
any other provisions in this Indenture, the Holder of any Note shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and interest, if any, on such Note on or after the respective due dates
thereof expressed in such Note or in this Indenture (or, in the case of
redemption, on or after the Redemption Date) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder.

     

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

     

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

     

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

     

    Section
5.11.     Control by
Noteholders.  The Holders of Notes representing a majority of
the Outstanding Amount shall have the right to direct the time, method and place
of conducting any Proceeding for any remedy available to the Indenture Trustee
with respect to the Notes or exercising any trust or power conferred on the
Indenture Trustee; provided that:


    
      
         


      

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

     

    (ii)         subject
to the terms of Section 5.04, any direction to the Indenture Trustee to sell or
liquidate the Owner Trust Estate shall be by the Holders of Notes representing
not less than 100% of the Outstanding Amount;

     

    (iii)         if
the conditions set forth in Section 5.05 have been satisfied and the Indenture
Trustee elects to retain the Owner Trust Estate pursuant to such Section, then
any direction to the Indenture Trustee by the Holders of Notes representing less
than 100% of the Outstanding Amount to sell or liquidate the Owner Trust Estate
shall be of no force and effect; and

     

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

     

    Notwithstanding
the rights of Noteholders set forth in this Section, subject to Section 6.01,
the Indenture Trustee need not take any action for which it will not be
adequately indemnified or might materially adversely affect the rights of any
Noteholders not consenting to such action.

     

    Section
5.12.     Waiver of Past
Defaults.  Prior to the declaration of the acceleration of the
maturity of the Notes as provided in Section 5.02, the Holders of Notes of not
less than a majority of the Outstanding Amount may waive any past Default or
Event of Default and its consequences except a Default (i) in payment of
principal of or interest on any of the Notes or (ii) in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the
Holder of each Note.  In the case of any such waiver, the Issuer, the
Indenture Trustee and the Holders of the Notes shall respectively be restored to
their former positions and rights hereunder; but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right
consequent thereto.  Upon any such waiver, such Default shall cease to
exist and be deemed to have been cured and not to have occurred, and any Event
of Default arising therefrom shall be deemed to have been cured and not to have
occurred, for every purpose of this Indenture.

     

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


    
      
         


      

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

     

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

     

    Section
5.16.     Performance and Enforcement
of Certain Obligations.

     

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

     

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

     

    
      
         


      

      
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    ARTICLE
VI


     

    THE
INDENTURE TRUSTEE

     

    Section
6.01.     Duties of Indenture
Trustee.

     

    (a)          If
an Event of Default has occurred and is continuing of which a Responsible
Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee
shall exercise the rights and powers vested in it by this Indenture and use the
same degree of care and skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of such person’s own
affairs; provided, however, that if the Indenture Trustee shall assume the
duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in
performing such duties shall use the degree of care and skill customarily
exercised by a prudent institutional servicer with respect to installment sale
contracts that it services for itself or others.

     

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

     

    (i)           the
Indenture Trustee shall undertake to perform such duties and only such duties as
are specifically set forth in this Indenture and no implied covenants or
obligations shall be read into this Indenture against the Indenture Trustee;
and

     

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

     

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

     

    (i)           this
paragraph does not limit the effect of Section 6.01(b);

     

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

     

    (iii)         the
Indenture Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it
pursuant to Section 5.11.

     

    (d)       
  Every provision of this Indenture that in any way relates to the
Indenture Trustee is subject to paragraphs (a), (b) and (c) of this
Section.

     

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


    
      
         


      

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

     

    (g)         No
provision of this Indenture shall require the Indenture Trustee to expend or
risk its own funds or otherwise incur financial liability in the performance of
any of its duties hereunder or in the exercise of any of its rights or powers,
if it shall have reasonable grounds to believe that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it.

     

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

     

    (i)          The
Indenture Trustee shall not be charged with knowledge of any Event of Default
unless either (i) a Responsible Officer shall have actual knowledge of such
Event of Default or (ii) written notice of such Event of Default shall have been
received by a Responsible Officer of the Indenture Trustee in accordance with
the provisions of this Indenture.

     

    (j)          The
Indenture Trustee shall have no duty (A) to see to any recording, filing, or
depositing of this Indenture or any agreement referred to herein or any
financing statement or continuation statement evidencing a security interest, or
to see to the maintenance of any such recording or filing or depositing or to
any rerecording, refiling or redepositing of any thereof, (B) to see to any
insurance, (C) to see to the payment or discharge of any tax, assessment, or
other governmental charge or any lien or encumbrance of any kind owing with
respect to, assessed or levied against, any part of the Owner Trust Estate, or
(D) to confirm or verify the contents of any reports or certificates of the
Servicer delivered to the Indenture Trustee pursuant to this Indenture believed
by the Indenture Trustee to be genuine and to have been signed or presented by
the proper party or parties.

     

    Section
6.02.     Rights of Indenture
Trustee.

     

    (a)         Except
as otherwise provided in the second succeeding sentence, the Indenture Trustee
may conclusively rely on, and shall be protected in acting or refraining from
acting upon, any resolution, Officer’s Certificate, Opinion of Counsel,
certificate of auditors, Independent Certificate or any other document believed
by it to be genuine and to have been signed or presented by the proper
person.  The Indenture Trustee need not investigate any fact,
calculation or matter stated in the document.  Notwithstanding the
foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Indenture Trustee that shall be specifically required to be furnished
pursuant to any provision of this Indenture, shall examine them to determine
whether they comply as to form to the requirements of this
Indenture.

     

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


    
      
         


      

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

     

    (d)         The
Indenture Trustee shall not be liable for any action it takes or omits to take
in good faith which it believes to be authorized or within its rights or powers;
provided, that the Indenture Trustee’s conduct does not constitute willful
misconduct, negligence or bad faith.

     

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

     

    (f)          The
Indenture Trustee shall be under no obligation to exercise any of the trusts or
powers vested in it by this Indenture or to institute, conduct or defend any
litigation hereunder or in relation hereto at the request, order or direction of
any of the Noteholders, pursuant to the provisions of this Indenture, unless
such Noteholders shall have offered to the Indenture Trustee security or
indemnity reasonably satisfactory to the Indenture Trustee against the costs,
expenses and liabilities which may be incurred therein or thereby; provided,
however, nothing contained herein shall, however, relieve the Indenture Trustee
of the obligation, upon the occurrence of an Event of Default of which a
Responsible Officer of the Indenture Trustee shall have actual knowledge (which
has not been cured), to exercise such of the rights and powers vested in it by
this Indenture, and to use the same degree of care and skill in their exercise,
as a prudent person would exercise or use under the circumstances in the conduct
of such person’s own affairs.

     

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

     

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

     

    (i)           All
rights of action and claims under this Indenture or the Note may be prosecuted
and enforced by the Indenture Trustee without the possession of any of the Notes
or the production thereof in any proceeding relating thereto, any such
proceeding instituted by the Indenture Trustee shall be brought in its own name
or in its capacity as Indenture Trustee. Any recovery of judgment shall, after
provision for the payments to the Indenture Trustee provided for in Section
6.07, be for the ratable benefit of the Noteholders in respect of which such
judgment has been recovered.

     

    (j)           In
no event shall the Indenture Trustee be responsible or liable for any failure or
delay in the performance of its obligations hereunder arising out of or caused
by, directly or indirectly, forces beyond its control, including, without
limitation, strikes, work stoppages, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God,


    
      
         


      

      
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    and
interruptions, loss or malfunctions of utilities; it being understood that the
Indenture Trustee shall use reasonable efforts which are consistent with
accepted practices in the banking industry to resume performances as soon as
practicable under the circumstances.

     

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

     

    Section
6.04.     Indenture Trustee’s
Disclaimer.  The Indenture Trustee shall not be responsible for
and makes no representation as to the validity or adequacy of this Indenture,
the Owner Trust Estate or the Notes, it shall not be accountable for the
Issuer’s use of the proceeds from the Notes, and it shall not be responsible for
any statement of the Issuer in this Indenture or in any document issued in
connection with the sale of the Notes or in the Notes other than the Indenture
Trustee’s certificate of authentication.  The Indenture Trustee shall
have no responsibility for filing any financing or continuation statement in any
public office at any time or to otherwise perfect or maintain the perfection of
any security interest or lien granted to it hereunder or to record this
Indenture.

     

    Section
6.05.     Notice of
Defaults.  If a Default occurs and is continuing and if it is
known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee
shall mail to each Noteholder notice of the Default within 90 days after it
occurs.  Except in the case of a Default in payment of principal of or
interest on any Note (including payments pursuant to the mandatory redemption
provisions of such Note), the Indenture Trustee may withhold the notice if and
so long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Noteholders.

     

    Section
6.06.     Reports by Indenture Trustee
to Holders.  The Indenture Trustee shall make available to each
Noteholder such information as may be required to enable each Noteholder to
prepare its respective federal and state income tax returns.  The
Indenture Trustee will make documents or information which it is required to
provide available to the Noteholders, including, without limitation, the
Servicer’s Certificate (as such term is defined in the Sale and Servicing
Agreement), and the Indenture Trustee will post at https://tss.sfs.db.com/investpublic/ information
regarding principal and interest due and paid on the Notes.  The
Indenture Trustee shall have the right to change the way such statements are
distributed in order to make such distribution more convenient and/or more
accessible to the above parties and the Indenture Trustee shall provide timely
and adequate notification to all above parties regarding any such changes;
provided, however, that the Indenture Trustee will also mail copies of any such
statements to any Noteholders who so request in writing. 

     

    Section
6.07.     Compensation and
Indemnity.  The Issuer shall, or shall cause the Administrator
to, (i) pay to the Indenture Trustee from time to time reasonable compensation
for its services, which compensation shall not be limited by any law on
compensation of a trustee of an express trust, (ii) reimburse the Indenture
Trustee for all reasonable out-of-pocket expenses incurred or made by it,
including without limitation, costs of collection, in addition to the
compensation for its services, which expenses shall include the reasonable
compensation and


    
      
         


      

      
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    expenses,
disbursements and advances of the Indenture Trustee’s agents, counsel,
accountants and experts and (iii) indemnify the Indenture Trustee and its
officers, directors, employees and agents against any and all loss, liability or
expense (including reasonable attorneys’ fees and expenses) incurred by it in
connection with the administration of this trust and the performance of its
duties hereunder not resulting from its own willful misconduct, negligence or
bad faith.  The Indenture Trustee shall notify the Issuer and the
Administrator promptly of any claim for which it may seek
indemnity.  Failure by the Indenture Trustee to so notify the Issuer
and the Administrator shall not relieve the Issuer or the Administrator of its
obligations hereunder.  The indemnities contained in this Section 6.07
shall survive the resignation or removal of the Indenture Trustee or the
termination of this Indenture.  Absent an Event of Default, in the
event of any claim, action or proceeding for which indemnity will be sought
pursuant to this Section 6.07, the Indenture Trustee’s choice of legal counsel
shall be subject to the approval of the Depositor (or if the Depositor is no
longer an owner, the designee of the Depositor), which approval shall not be
unreasonably withheld, conditioned, delayed or denied.  Neither the
Issuer nor the Administrator need reimburse any expense or indemnify against any
loss, liability or expense incurred by the Indenture Trustee (1) through the
Indenture Trustee’s own willful misconduct, negligence or bad faith or (2) in
the case of the inaccuracy of any representation or warranty contained in
Section 6.13 expressly made by the Indenture Trustee.

     

    The
Issuer’s payment obligations to the Indenture Trustee pursuant to this Section
shall survive the discharge of this Indenture and the resignation or discharge
of the Indenture Trustee and shall extend to any co-trustee or separate trustee
appointed pursuant to Section 6.10 hereunder.  When the Indenture
Trustee incurs expenses after the occurrence of a Default specified in Section
5.01 (iv) or (v) with respect to the Issuer, the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code
or any other applicable federal or state bankruptcy, insolvency or similar
law.

     

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

     

    Section
6.08.     Replacement of Indenture
Trustee.  No resignation or removal of the Indenture Trustee
and no appointment of a successor Indenture Trustee shall become effective until
the acceptance of appointment by the successor Indenture Trustee pursuant to
this Section.  The Indenture Trustee may resign at any time by so
notifying the Issuer.  Noteholders representing a majority of the
Outstanding Amount may remove the Indenture Trustee at any time and appoint a
successor Indenture Trustee by so notifying the Indenture Trustee in
writing.  The Issuer shall remove the Indenture Trustee
if:

     

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

     

    (ii)         a
court having jurisdiction in the premises in respect of the Indenture Trustee in
an involuntary case or proceeding under federal or state banking or bankruptcy
laws, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, shall have entered a decree or
order granting relief or appointing a receiver,


    
      
         


      

      
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    liquidator,
assignee, custodian, trustee, conservator, sequestrator (or similar official)
for the Indenture Trustee or for any substantial part of the Indenture Trustee’s
property, or ordering the winding-up or liquidation of the Indenture Trustee’s
affairs, provided any such decree or order shall have continued unstayed and in
effect for a period of 30 consecutive days;

     

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

     

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

     

    If the
Indenture Trustee resigns or is removed or if a vacancy exists in the office of
the Indenture Trustee for any reason (the Indenture Trustee in such event being
referred to herein as the retiring Indenture Trustee), the Issuer shall promptly
appoint a successor Indenture Trustee.

     

    A
successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the
Issuer.  Thereupon the resignation or removal of the retiring
Indenture Trustee shall become effective, and the successor Indenture Trustee
shall have all the rights, powers and duties of the Indenture Trustee under this
Indenture.  The successor Indenture Trustee shall mail a notice of its
succession to the Noteholders.  The retiring Indenture Trustee shall
promptly transfer all property held by it as Indenture Trustee to the successor
Indenture Trustee.

     

    If a
successor Indenture Trustee does not take office within 60 days after the
retiring Indenture Trustee resigns or is removed, the retiring Indenture
Trustee, the Issuer or the Holders of a majority in Outstanding Amount may
petition any court of competent jurisdiction for the appointment of a successor
Indenture Trustee.

     

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

     

    Any
resignation or removal of the Indenture Trustee and appointment of a successor
Indenture Trustee pursuant to the provisions of this Section shall not become
effective until acceptance of appointment by the successor Indenture Trustee
pursuant to this Section and payment of all fees and expenses owed to the
outgoing Indenture Trustee.  Notwithstanding the replacement of the
Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s
obligations under Section 6.07 shall continue for the benefit of the retiring
Indenture Trustee.

     

    Section
6.09.     Successor Indenture Trustee
by Merger.  If the Indenture Trustee consolidates or merges
with, converts or transfers all or substantially all its corporate trust
business or assets to, another corporation or banking association, the
resulting, surviving or


    
      
         


      

      
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    transferee
corporation shall, without any further act, be the successor Indenture Trustee;
provided, that such corporation or banking association shall be otherwise
qualified and eligible under Section 6.11.  The Indenture Trustee
shall provide the Administrator prior written notice of any such transaction,
and in accordance with Section 1.02(c) of the Administration Agreement, the
Administrator will make such notice available to each Rating
Agency.

     

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

     

    Section
6.10.     Appointment of Co-Trustee or
Separate Trustee.

     

    (a)         Notwithstanding
any other provision of this Indenture, at any time, for the purpose of meeting
any legal requirement of any jurisdiction in which any part of the Owner Trust
Estate may at the time be located, the Indenture Trustee and the Administrator,
acting jointly, shall have the power and may execute and deliver all instruments
to appoint one or more Persons to act as a co-trustee or co-trustees, or
separate trustee or separate trustees, of all or any part of the Trust, and to
vest in such Person or Persons, in such capacity and for the benefit of the
Noteholders, such title to the Owner Trust Estate or any part thereof, and,
subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Indenture Trustee may consider necessary
or desirable.  If the Administrator shall not have joined in such
appointment within 15 days after its receipt of a request to do so, the
Indenture Trustee alone shall have the power to make such
appointment.  No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
6.11 and no notice to Noteholders of the appointment of any co-trustee or
separate trustee shall be required under Section 6.08.

     

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

     

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


    
      
         


      

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

     

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

     

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

     

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

     

    Section
6.11.     Eligibility,
Disqualification.  The Indenture Trustee shall at all times
satisfy the requirements of TIA § 310(a).  The Indenture Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition, and the time deposits of the
Indenture Trustee shall be rated at least Baa3 by Moody’s and BBB- by
Fitch.  The Indenture Trustee shall comply with TIA § 310(b);
provided, however, that there shall be excluded from the operation of TIA §
310(b)(1) any indenture or indentures under which other securities of the Issuer
are outstanding if the requirements for such exclusion set forth in TIA §
310(b)(1) are met.

     

    In the
event that, (A) the Indenture Trustee (i) or any of its directors or executive
officers is an underwriter, or (ii) directly or indirectly, controls or is
controlled by, or is in common control with, an underwriter; and (B) an Event of
Default occurs, the Indenture Trustee shall comply with TIA §
310(b).  For this purpose only and pursuant to TIA § 310(b), an
“underwriter” means any person who, within one year prior to the occurrence of
the Event of Default, was an underwriter of any of the notes outstanding at the
time of such Event of Default.

     

    Section
6.12.     Preferential Collection of
Claims Against Issuer.  The Indenture Trustee shall comply with
TIA § 311 (a), excluding any creditor relationship listed in TIA §
311(b).  An Indenture Trustee who has resigned or been removed shall
be subject to TIA § 31l(a) to the extent indicated.


    
      
         


      

      
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    Section
6.13.     Representations and
Warranties of Indenture Trustee.  The Indenture Trustee hereby
makes the following representations and warranties on which the Issuer and
Noteholders shall rely:

     

    (i)           it
is a banking corporation duly organized, validly existing and in good standing
under the laws of the State of New York;

     

    (ii)          it
has full power, authority and legal right to execute, deliver, and perform this
Indenture and shall have taken all necessary action to authorize the execution,
delivery and performance by it of this Indenture;

     

    (iii)        assuming
the necessary authorization, execution and delivery thereof by the other parties
thereto, the duties and obligations of the Indenture Trustee under the Indenture
constitute the valid, legal and binding obligations of the Indenture Trustee
enforceable in accordance with its terms except as enforcement may be limited by
bankruptcy, insolvency, reorganization or similar laws or equitable principles
limiting creditors’ rights generally, and provided that no representation is
expressed as to the availability of equitable remedies;

     

    (iv)        that
to the best knowledge of the Indenture Trustee, the Indenture Trustee is not in
breach of or default under any law or administrative rule or regulation of the
United States of America, or of the State of New York, or any department,
division, agency or instrumentality thereof, or any applicable court or
administrative decree or order, and which would materially impair the ability of
the Indenture Trustee to perform its obligations under the Indenture;
and

     

    (v)         that
to the best knowledge of the Indenture Trustee, no authorization, consent or
other order of any state or federal government authority or agency having
jurisdiction over the trust powers of the Indenture Trustee are required to be
obtained by the Indenture Trustee for the valid authorization, execution and
delivery by the Indenture Trustee of the Indenture or the authentication of the
Notes.

     

    ARTICLE
VII


     

    NOTEHOLDERS’
LISTS AND REPORTS

     

    Section
7.01.     Issuer to Furnish Indenture
Trustee Names and Addresses of Noteholders.  If Definitive
Notes are issued, the Issuer will furnish or cause to be furnished to the
Indenture Trustee (i) not more than five days after the earlier of (a) each
Record Date and (b) three months after the last Record Date, a list, in such
form as the Indenture Trustee may reasonably require, of the names and addresses
of the Holders of Notes as of such Record Date, and (ii) at such other times as
the Indenture Trustee may request in writing, within 30 days after receipt by
the Issuer of any such request, a list of similar form and content as of a date
not more than ten days prior to the time such list is furnished; provided,
however, that so long as the Indenture Trustee is the Note Registrar, no such
list shall be required to be furnished.


    
      
         


      

      
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    Section
7.02.     Preservation of Information;
Communications, Reports and Certain Documents to
Noteholders.

     

    (a)     
    The Indenture Trustee shall preserve, in as current a
form as is reasonably practicable, the names and addresses of the Holders of
Notes contained in the most recent list furnished to the Indenture Trustee as
provided in Section 7.01 and the names and addresses of Holders of Notes
received by the Indenture Trustee in its capacity as Note
Registrar.  The Indenture Trustee may destroy any list furnished to it
as provided in such Section 7.01 upon receipt of a new list so
furnished.

     

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

     

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

     

    (d)         The
Indenture Trustee will provide to Securityholders the reports, certificates,
opinions and documents specified in Section 3.15 of the Sale and Servicing
Agreement, upon written request to the Indenture Trustee.

     

    Section
7.03.     Reports by
Issuer.

     

    (a) 
        The Issuer shall:

     

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

     

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

     

    (iii)        supply
to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to
all Noteholders described in TIA § 313(c)) such summaries of any information,
documents and reports required to be filed by the Issuer pursuant to clauses (i)
and (ii) of this Section 7.03(a) and by rules and regulations prescribed from
time to time by the Commission.

     

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

     

    Section
7.04.     Reports by Indenture
Trustee.  If required by TIA § 313(a), within 60 days after
each August 28th beginning with August 28, 2011, the Indenture Trustee shall
mail to each Noteholder as required by TIA § 313(c) a brief report dated as of
such date that complies with TIA § 313(a).  The Indenture Trustee also
shall comply with TIA § 313(b).


    
      
         


      

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

     

    ARTICLE
VIII


     

    ACCOUNTS,
DISBURSEMENTS AND RELEASES

     

    Section
8.01. Collection of
Money.  Except as otherwise expressly provided herein, the
Indenture Trustee may demand payment or delivery of, and shall receive and
collect, directly and without intervention or assistance of any fiscal agent or
other intermediary, all money and other property payable to or receivable by the
Indenture Trustee pursuant to this Indenture.  The Indenture Trustee
shall apply all such money received by it as provided in this
Indenture.  Except as otherwise expressly provided in this Indenture,
if any default occurs in the making of any payment or performance under any
agreement or instrument that is part of the Owner Trust Estate, the Indenture
Trustee may take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
Proceedings.  Any such action shall be without prejudice to any right
to claim a Default or Event of Default under this Indenture and any right to
proceed thereafter as provided in Article Five.

     

    Section
8.02.     Accounts.

     

    (a)  
       Pursuant to Section 4.01 of the Sale
and Servicing Agreement, there has been established and there shall be
maintained an Eligible Account (initially at Deutsche Bank Trust Company
Americas) in the name, and under the sole dominion and control, of the Indenture
Trustee until the Outstanding Amount has been reduced to zero, and thereafter,
in the name, and under the sole dominion and control, of the Owner Trustee,
which is designated as the Yield Supplement Account.

     

    (b)         On
or prior to the Closing Date, the Issuer shall cause the Servicer to establish
and maintain, in the name of the Indenture Trustee, Eligible Accounts for the
benefit of the (i) Securityholders and the Collection Account and the Yield
Supplement Account, and (ii) Noteholders, the Note Distribution Account and the
Reserve Fund as provided in Section 4.01 of the Sale and Servicing
Agreement.

     

    (c)          On
or before each Payment Date, with respect to the preceding Collection Period,
all amounts required to be deposited in the Collection Account will be deposited
as provided in Sections 4.02 and 4.05 of the Sale and Servicing
Agreement.  On or before each Payment Date, all amounts required to be
deposited in the Note Distribution Account with respect to the preceding
Collection Period pursuant to Sections 4.06 and 4.07 of the Sale and Servicing
Agreement will be transferred from the Collection Account, the Reserve Fund
and/or the Yield Supplement Account to the Note Distribution
Account.

     

    (d)          On
each Payment Date and Redemption Date, the Indenture Trustee shall distribute
all amounts on deposit in the Note Distribution Account to Noteholders, in
respect of the Notes to the extent of amounts due and unpaid on the Notes for
principal and interest


    
      
         


      

      
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    (including
any premium), in the amounts and order as set forth in the Servicer’s
Certificate which shall be in the following amounts and in the following order
of priority (except as otherwise provided in Section 5.04(b)):

     

    (i)           the
Note Interest Distributable Amount; provided, that if there are not sufficient
funds in the Note Distribution Account to pay the allocable portion of the Note
Interest Distribution Amount with respect to each Class of Notes, the amount in
the Note Distribution Account shall be applied to the payment of such amount pro
rata on the basis of the total Note Interest Distributable Amount due on the
Notes;

     

    (ii)          the
Note Principal Distributable Amount (first to the Class A-1 Notes until the
Class A-1 Notes are paid in full, second to the Class A-2 Notes until paid in
full, third to the Class A-3 Notes until paid in full, and fourth to the Class
A-4 Notes until paid in full);

     

    (iii)         notwithstanding
clause (ii) above, on each Payment Date after the Notes have been accelerated as
provided in Section 5.02(a) following the occurrence of an Event of Default,
until such time as the Notes have been paid in full, the Note Principal
Distributable Amount shall be paid first to the Class A-1 Notes until the Class
A-1 Notes are paid in full and then to the Class A-2, Class A-3 and Class A-4
Notes on a pro rata basis based on the Outstanding Amount of each such Class of
Notes; and

     

    (iv)        in
the event that there are insufficient funds in the Note Distribution Account, an
amount will be withdrawn from the Reserve Fund pursuant to Section 4.07(b) of
the Sale and Servicing Agreement.

     

    The
Indenture Trustee shall, subject to Article VI, make the distributions on the
Notes in a manner consistent with the Servicer’s Certificate and will, upon the
request of the Issuer, confirm to the Issuer that it has made such payments in
accordance with the Servicer's Certificate.

     

    Section
8.03.     General Provisions Regarding
Accounts.

     

    (a)          So
long as no Default or Event of Default shall have occurred and be continuing,
all or a portion of the funds in the Accounts shall be invested in Eligible
Investments and reinvested by the Indenture Trustee upon the written direction
of the Servicer, subject to the provisions of Section 4.01(b) of the Sale and
Servicing Agreement.  Except as otherwise provided in Section 4.01(b)
of the Sale and Servicing Agreement, all income or other gain from investments
of monies deposited in the Accounts shall be paid to the Servicer, and any loss
resulting from such investments shall be charged to the related
Account.

     

    (b)         Subject
to Section 6.01(c), the Indenture Trustee shall not in any way be held liable by
reason of any insufficiency in any of the Accounts resulting from any loss on
any Eligible Investment included therein except for losses attributable to the
Indenture Trustee’s failure to make payments on such Eligible Investments issued
by the Indenture Trustee, in its commercial capacity as principal obligor and
not as trustee, in accordance with their terms.

     

    (c)          If
(i) the Servicer shall have failed to give investment directions for any funds
on deposit in the Accounts to the Indenture Trustee by 2:00 P.M., New York Time
(or such other


    
      
         


      

      
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    time as
may be agreed by the Issuer and the Indenture Trustee) on any Business Day or
(ii) to the knowledge of a Responsible Officer of the Indenture Trustee a
Default or Event of Default shall have occurred and be continuing with respect
to the Notes but the Notes shall not have been declared due and payable pursuant
to Section 5.02 or (iii) if such Notes shall have been declared due and payable
following an Event of Default but amounts collected or receivable from the Owner
Trust Estate are being applied in accordance with Section 5.05 as if there had
not been such a declaration, then the Indenture Trustee upon actual knowledge by
a Responsible Officer of such event shall, in the case of clause (i) above,
maintain such funds in cash or, in the case of clauses (ii) or (iii) above, to
the fullest extent practicable, invest and reinvest funds in the Accounts in the
Eligible Investment listed in clause (vii) of the definition
thereof.

     

    Section
8.04.     Release of Owner Trust
Estate.

     

    (a) 
        Subject to the payment of its
fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when
required by the provisions of this Indenture shall, execute instruments to
release property from the lien of this Indenture, or convey the Indenture
Trustee’s interest in the same, in a manner and under circumstances that are not
inconsistent with the provisions of this Indenture.  No party relying
upon an instrument executed by the Indenture Trustee as provided in this Article
shall be bound to ascertain the Indenture Trustee’s authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
monies.

     

    (b)         The
Indenture Trustee shall, at such time as there are no Notes Outstanding, all
sums due the Indenture Trustee pursuant to Section 6.07 have been paid, release
any remaining portion of the Owner Trust Estate that secured the Notes from the
lien of this Indenture and release to the Issuer or any other Person entitled
thereto any funds then on deposit in the Accounts.  The Indenture
Trustee shall release property from the lien of this Indenture pursuant to this
Section 8.04(b) only upon receipt of an Issuer Request accompanied by an
Officer’s Certificate, an Opinion of Counsel and (if required by the TIA)
Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting
the applicable requirements of Section 11.01.  Such release shall be
deemed to have been made upon completion of the requirements set forth in the
foregoing sentence.

     

    Section
8.05. Opinion of
Counsel.  The Indenture Trustee shall receive at least seven
days written notice when requested by the Issuer to take any action pursuant to
Section 8.04(a), accompanied by copies of any instruments involved, and the
Indenture Trustee shall also require, as a condition to such action, an Opinion
of Counsel, in form and substance satisfactory to the Indenture Trustee, stating
the legal effect of any such action, outlining the steps required to complete
the same, and concluding that all conditions precedent to the taking of such
action have been complied with and such action will not materially and adversely
impair the security for the Notes or the rights of the Noteholders in
contravention of the provisions of this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Owner Trust Estate.  Counsel rendering any such opinion
may rely, without independent investigation, on the accuracy and validity of any
certificate or other instrument delivered to the Indenture Trustee in connection
with any such action.


    
      
         


      

      
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    ARTICLE
IX


     

    SUPPLEMENTAL
INDENTURES

     

    Section
9.01.     Supplemental Indentures
Without Consent of Noteholders.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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


    
      
         


      

      
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    (b)         The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also
without the consent of any of the Holders of the Notes but with prior notice
from the Administrator to each Rating Agency, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of
any Noteholder.

     

    Section
9.02.     Supplemental Indentures With
Consent of Noteholders.  The Issuer and the Indenture Trustee,
when authorized by an Issuer Order, also may, with prior notice from the
Administrator to each Rating Agency and with the written consent of the Holders
of not less than a majority of the Outstanding Amount, by Act of such Holders
delivered to the Issuer, the Indenture Trustee (which consent shall not be
unreasonably withheld), enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Holders of the Notes under this Indenture; provided,
however, that no such supplemental indenture shall, without the written consent
of the Holder of each Outstanding Note affected thereby:

     

    (i)          change
the date of payment of any installment of principal of or interest on any Note,
or reduce the principal amount thereof, the Interest Rate thereon or the
Redemption Price with respect thereto, change the provisions of this Indenture
relating to the application of collections on, or the proceeds of the sale of,
the Owner Trust Estate to payment of principal of or interest on the Notes, or
change any place of payment where, or the coin or currency in which, any Note or
the interest thereon is payable, or impair the right to institute suit for the
enforcement of the provisions of this Indenture requiring the application of
funds available therefor, as provided in Article Five, to the payment of any
such amount due on the Notes on or after the respective due dates thereof (or,
in the case of redemption, on or after the Redemption Date);

     

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

     

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

     

    (iv)        reduce
the percentage of the Outstanding Amount required to direct the Indenture
Trustee to direct the Issuer to sell or liquidate the Owner Trust Estate
pursuant to Section 5.04 or amend the provisions of this Article which specify
the percentage of the Outstanding Amount required to amend this Indenture or the
other Basic Documents;

     

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


    
      
         


      

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

     

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

     

    The
Administrator shall certify to the Indenture Trustee whether or not any Notes
would be affected by any supplemental indenture and any such certification shall
be conclusive upon the Holders of all Notes, whether theretofore or thereafter
authenticated and delivered hereunder.

     

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

     

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

     

    Section
9.03.     Execution of Supplemental
Indentures.  In executing, or permitting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modification thereby of the trusts created by this Indenture, the Indenture
Trustee shall be entitled to receive, and subject to Sections 6.01 and 6.02,
shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture.  The Indenture Trustee may, but shall not be obligated to,
enter into any such supplemental indenture that affects the Indenture Trustee’s
own rights, duties, liabilities or immunities under this Indenture or
otherwise.

     

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

     

    Section
9.05.     Conformity with Trust
Indenture Act.  Every amendment of this Indenture and every
supplemental indenture executed pursuant to this Article shall conform to
the


    
      
         


      

      
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    requirements
of the TIA as then in effect so long as this Indenture shall then be qualified
under the TIA.

     

    Section
9.06.     Reference in Notes to
Supplemental Indentures.  Notes authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article may,
and if required by the Indenture Trustee shall, bear a notation in form approved
by the Indenture Trustee as to any matter provided for in such supplemental
indenture.  If the Issuer or the Indenture Trustee shall so determine,
new Notes so modified as to conform, in the opinion of the Indenture Trustee and
the Issuer, to any such supplemental indenture may be prepared and executed by
the Issuer and authenticated and delivered by the Indenture Trustee in exchange
for Outstanding Notes.

     

    ARTICLE
X

     

    REDEMPTION
OF NOTES

     

    Section
10.01.   Redemption.  The
Outstanding Notes are subject to redemption in whole, but not in part, pursuant
to Section 8.01 of the Sale and Servicing Agreement, on any Payment Date on
which the Servicer exercises its option to purchase the Owner Trust Estate
pursuant to said Section, for a purchase price equal to the Redemption Price;
provided that the Issuer has available funds sufficient to pay the Redemption
Price.  The Administrator shall make notice available to each Rating
Agency of such redemption.  If the outstanding Notes are to be
redeemed pursuant to this Section, the Servicer or the Issuer shall furnish
written notice of such election to the Indenture Trustee not later than 30 days
prior to the Redemption Date and the Issuer shall deposit by 8:00 A.M., Los
Angeles time, on the Redemption Date with the Indenture Trustee in the Note
Distribution Account the Redemption Price of the Notes to be redeemed, whereupon
all such Notes shall be due and payable on the Redemption Date upon the
furnishing of a notice complying with Section 10.02 to each Holder of the
Notes.

     

    Section
10.02.   Form of Redemption
Notice.  Notice of redemption under Section 10.01 shall be
given by the Indenture Trustee by first-class mail, postage prepaid, by
electronic mail in accordance with Section 11.04, or by facsimile mailed or
transmitted not later than ten days prior to the applicable Redemption Date to
each Holder of Notes, as of the close of business on the Record Date preceding
the applicable Redemption Date, at such Holder’s address or facsimile number
appearing in the Note Register.

     

    All
notices of redemption shall include the following information:

     

    (i)           the
Redemption Date;

     

    (ii)          the
Redemption Price;

     

    (iii)         the
CUSIP number;

     

    (iv)  
      the place where such Notes are to be
surrendered for payment of the Redemption Price (which shall be the office or
agency of the Issuer to be maintained as provided in Section 3.02);
and


    
      
         


      

      
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    (v)         that
on the Redemption Date, the Redemption Price will become due and payable upon
each Note and that interest thereon shall cease to accrue from and after the
Redemption Date.

     

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

     

    Section
10.03.   Notes Payable on Redemption
Date.  The Notes or portions thereof to be redeemed shall,
following notice of redemption as required by Section 10.02, on the Redemption
Date become due and payable at the Redemption Price and (unless the Issuer shall
default in the payment of the Redemption Price) no interest shall accrue on the
Redemption Price for any period after the date to which accrued interest is
calculated for purposes of calculating the Redemption Price.

     

    ARTICLE
XI


     

    MISCELLANEOUS

     

    Section
11.01.   Compliance Certificates and
Opinions, etc.

     

    (a)         Upon
any application or request by the Issuer to the Indenture Trustee to take any
action under any provision of this Indenture, the Issuer shall furnish to the
Indenture Trustee (i) an Officer’s Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with, (ii) an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with and (iii) (if required by the TIA and except in the case of a full
redemption under Section 10.01) an Independent Certificate from a firm of
certified public accountants meeting the applicable requirements of this
Section, except that, in the case of any such application or request as to which
the furnishing of such documents is specifically required by any provision of
this Indenture, no additional certificate or opinion need be
furnished.

     

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

     

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

     

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

     

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

     

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


    
      
         


      

      
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    (b)         (i)   
         Prior to the deposit of
any Collateral or other property or securities with the Indenture Trustee that
is to be made the basis for the release of any property or securities subject to
the lien of this Indenture, the Issuer shall, in addition to any obligation
imposed in Section 11.01 (a) or elsewhere in this Indenture, furnish to the
Indenture Trustee an Officer’s Certificate certifying or stating the opinion of
each person signing such certificate as to the fair value (within 90 days of
such deposit) to the Issuer of the Collateral or other property or securities to
be so deposited.

     

    (ii)      
   Whenever the Issuer is required to furnish to the Indenture
Trustee an Officer’s Certificate certifying or stating the opinion of any signer
thereof as to the matters described in clause (i) above, the Issuer shall also
deliver to the Indenture Trustee an Independent Certificate as to the same
matters, if the fair value to the Issuer of the securities to be so deposited
and of all other such securities made the basis of any such withdrawal or
release since the commencement of the then-current fiscal year of the Issuer, as
set forth in the certificates delivered pursuant to clause (i) above and this
clause (ii), is 10% or more of the Outstanding Amount, but such a certificate
need not be furnished with respect to any securities so deposited, if the fair
value thereof to the Issuer as set forth in the related Officer’s Certificate is
less than $25,000 or less than one percent of the Outstanding Amount of the
Notes.

     

    (iii)      
  Other than with respect to any release described in clause (A) or
(B) of Section 11.01(b)(v), whenever any property or securities are to be
released from the lien of this Indenture, the Issuer shall also furnish to the
Indenture Trustee an Officer’s Certificate certifying or stating the opinion of
each person signing such certificate as to the fair value (within 90 days of
such release) of the property or securities proposed to be released and stating
that in the opinion of such person the proposed release will not impair the
security under this Indenture in contravention of the provisions
hereof.

     

    (iv)        Whenever
the Issuer is required to furnish to the Indenture Trustee an Officer’s
Certificate certifying or stating the opinion of any signer thereof as to the
matters described in clause (iii) above, the Issuer shall also furnish to the
Indenture Trustee an Independent Certificate as to the same matters if the fair
value of the property or securities and of all other property (other than
property described in clauses (A) or (B) of Section 11.01 (b)(v)) released from
the lien of this Indenture since the commencement of the then-current calendar
year, as set forth in the certificates required by clause (iii) above and this
clause (iv), equals 10% or more of the Outstanding Amount, but such certificate
need not be furnished in the case of any release of property or securities if
the fair value thereof as set forth in the related Officer’s Certificate is less
than $25,000 or less than one percent of the then Outstanding
Amount.

     

    (v)         Notwithstanding
Section 2.12 or any other provision of this Section, the Issuer may, without
compliance with the requirements of the other provisions of this Section, (A)
collect, liquidate, sell or otherwise dispose of Receivables and Financed
Vehicles as and to the extent permitted or required by the Basic Documents and
(B) make cash payments out of the Accounts as and to the extent permitted or
required by the Basic Documents, so long as the Issuer shall deliver to the
Indenture Trustee every six months, commencing no later than June 15, 2011 an
Officer’s Certificate of the Issuer stating that all the dispositions of
Collateral described in clauses (A) and (B) above that occurred during the
preceding six calendar months or shorter


    
      
         


      

      
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    period in
the case of the first such Officer’s Certificate were in the ordinary course of
the Issuer’s business and that the proceeds thereof were applied in accordance
with the Basic Documents.

     

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

     

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

     

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

     

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

     

    Section
11.03.   Acts of
Noteholders.

     

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


    
      
         


      

      
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    Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 6.01)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section.

     

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

     

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

     

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

     

    Section
11.04.   Notices, etc., to Indenture
Trustee, Issuer and Rating Agencies.  Any request, demand,
authorization, direction, notice, consent, waiver or Act of Noteholders or other
documents provided or permitted by this Indenture shall be in writing and if
such request, demand, authorization, direction, notice, consent, waiver or Act
of Noteholders is to be made upon, given or furnished to or filed
with:

     

    (i)          the
Indenture Trustee by any Noteholder or by the Issuer shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing and mailed
first-class, postage prepaid, overnight delivery service or facsimile to or with
the Indenture Trustee at its Corporate Trust Office, with a copy to Deutsche
Bank National Trust Company, Structured Finance Services ABS,  100
Plaza One, 6th Floor, Mail Stop JCY03-0699, Jersey City, NJ 07311-3901, or (as
to notices sent by the Issuer to the Indenture Trustee only) if sent by
electronic mail, to an address provided by the Indenture Trustee in writing,
or

     

    (ii)         the
Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for
every purpose hereunder if in writing and mailed first-class, postage prepaid,
overnight delivery service or facsimile to the Issuer addressed to: Honda Auto
Receivables 2010-3 Owner Trust, in care of U.S. Bank Trust National Association,
209 South LaSalle Street, Suite 300, Chicago, Illinois 60604, Attention:
Corporate Trust Services - Honda Auto Receivables 2010-3, or at any other
address previously furnished in writing to the Indenture Trustee by the Issuer
or the Administrator.  The Issuer shall promptly transmit any notice
received by it from the Noteholders to the Indenture Trustee.

     

    (iii)         (a)   
        Notices required to be given to
each Rating Agency by the Issuer or the Administrator shall be in writing,
personally delivered, couriered or mailed by certified mail, return receipt
requested, electronic mail (if an address therefore has been provided by the
respective party in writing) or overnight delivery service to (i) in the case of
Moody’s Investors Service, at the following address: 7 World Trade Center, 250
Greenwich Street, 25th Floor, New York, NY 10007, Attention: ABS/RMBS Monitoring
Department, or via email to ServicerReports@moodys.com and (ii) in the case of
Fitch, at the following address: One State Street Plaza, New York, New York
10004, Attention: Auto ABS Surveillance Department, or via email to notifications.abs@fitchratings.com;
or at such other address (including electronic mail


    
      
         


      

      
        56

        
          

        

      

      
         


      

    


    addresses)
as shall be designated by written notice to the party or parties providing
notice under this paragraph.

     

    (b)         Notwithstanding
subsection (iii)(a) above, notices required to be given to each Rating Agency by
the Issuer or the Administrator, as the case may be, may be made available by
the Administrator through a website post, provided that the Administrator shall
inform or cause each Rating Agency to be informed in writing (including by
electronic mail) that a notice has been posted.

     

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

     

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

     

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

     

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

     

    Section
11.06.   Alternate Payment and Notice
Provisions.  Notwithstanding any provision of this Indenture or
any of the Notes to the contrary, the Issuer may enter into any agreement with
any Holder of a Note providing for a method of payment, or notice by the
Indenture Trustee or any Paying Agent to such Holder, that is different from the
methods provided for in this Indenture for such payments or
notices.  The Issuer will furnish to the Indenture Trustee a copy of
each such agreement and the Indenture Trustee will cause payments to be made and
notices to be given in accordance with such agreements.

     

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


    
      
         


      

      
        57

        
          

        

      

      
         


      

    


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

     

    Section
11.08.   Effect of Headings and Table
of Contents.  The Article and Section headings herein and the
Table of Contents are for convenience only and shall not affect the construction
hereof.

     

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

     

    Section
11.10.   Separability.  In
case any provision in this Indenture or in the Notes shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions of this Indenture and the Notes shall not in any way be affected or
impaired thereby.

     

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

     

    Section
11.12.   Legal
Holidays.  In any case where the date on which any payment is
due shall not be a Business Day, then (notwithstanding any other provision of
the Note’s or this Indenture) payment need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on the date on which nominally due, and no interest shall accrue for the
period from and after any such nominal date.

     

    Section
11.13.   Governing Law; Submission to
Jurisdiction; Waiver of Jury Trial.  THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

     

    Each
of the parties hereto hereby submits to the exclusive jurisdiction of the United
States District Court for the Southern District of New York and of any New York
State court sitting in New York City for purposes of all legal proceedings
arising out of or relating to this Agreement or the transactions contemplated
hereby.  Each of the parties hereto hereby further irrevocably waives
any claim that any such courts lack jurisdiction over such party, and agrees not
to plead or claim, in any legal action or proceeding with respect to this
Agreement in any of the aforesaid courts, that any such court lacks jurisdiction
over such party. Each of the parties hereto irrevocably waives, to the fullest
extent permitted by law, any objection that it may now or hereafter have to the
laying of


    
      
         


      

      
        58

        
          

        

      

      
         


      

    


    the
venue of any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient
forum.

     

    Each party hereto hereby waives, to the
fullest extent permitted by applicable law, any right it may have to a trial by
jury in respect of any litigation directly or indirectly arising out of, under
or in connection with this agreement.

    


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

     

    Section
11.15.   Recording of
Indenture.  If this Indenture is subject to recording in any
appropriate public recording offices, such recording is to be effected by the
Issuer and at its expense accompanied by an Opinion of Counsel (which may be
counsel to the Indenture Trustee or any other counsel reasonably acceptable to
the Indenture Trustee) to the effect that such recording is necessary either for
the protection of the Noteholders or any other Person secured hereunder or for
the enforcement of any right or remedy granted to the Indenture Trustee under
this Indenture.

     

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

     

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

     

    Section
11.18.   Inspection.  The
Issuer agrees that, on reasonable prior notice, it will permit any
representative of the Indenture Trustee, during the Issuer’s normal business
hours, to examine all the books of account, records, reports and other papers of
the Issuer, to make copies and extracts therefrom, to cause such books to be
audited by Independent certified public


    
      
         


      

      
        59

        
          

        

      

      
         


      

    


    accountants,
and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s
officers, employees and Independent certified public accountants, all at such
reasonable times and as often as may be reasonably
requested.  Notwithstanding anything herein to the contrary, the
foregoing shall not be construed to prohibit (i) the disclosure of any and all
information that is or becomes publicly known, or information obtained by the
Indenture Trustee from sources other than the Servicer or the Issuer, (ii) the
disclosure of any and all information (A) if required to do so by any applicable
law, rule or regulation, (B) to any government agency or regulatory body having
or claiming authority to regulate or oversee any aspects of the Indenture
Trustee’s business or that of its affiliates, (C) pursuant to any subpoena,
civil investigative demand or similar demand or request of any court, regulatory
authority, arbitrator or arbitration to which the Indenture Trustee or any
affiliate or an officer, director, employer or shareholder thereof is a party,
(D) in any preliminary or final offering circular, registration statement or
contract or other document pertaining to the transactions contemplated by the
Agreement approved in advance by the Servicer or the Issuer or (E) to any
affiliate, independent or internal auditor, agent, employee or attorney of the
Indenture Trustee having a need to know the same for reasons directly related to
the ability of the Indenture Trustee to perform its duties hereunder, provided
that the Indenture Trustee advises such recipient of the confidential nature of
the information being disclosed, or (iii) any other disclosure authorized by the
Servicer or the Issuer.

     

    Section
11.19.   [Reserved]

     

    Section
11.20.   Tax
Treatment.  Notwithstanding the foregoing or anything herein to
the contrary, all persons (and their respective employees, representatives or
other agents) may disclose to any and all persons, without limitation of any
kind, the tax treatment and tax structure of the transaction described herein
and all materials of any kind (including opinions or other tax analyses) that
are provided to the recipient relating to such tax treatment and tax
structure.  However, any such information relating to the tax
treatment or tax structure shall be required to be kept confidential to the
extent necessary to comply with any applicable securities laws.

     

    Section
11.21.   Intent of the Parties;
Reasonableness.

     

    The
Indenture Trustee and Issuer acknowledge and agree that the purpose of Section
3.09 of this Agreement is to facilitate compliance by the Issuer and the
Depositor with the provisions of Regulation AB and related rules and regulations
of the Commission.

     

    Neither
the Issuer nor the Administrator (acting on behalf of the Issuer) shall exercise
its right to request delivery of information or other performance under these
provisions other than in good faith, or for purposes other than compliance with
the Securities Act, the Exchange Act and the rules and regulations of the
Commission thereunder. Each of the parties hereto agrees that (a) the
obligations of the parties hereunder shall be interpreted in such a manner as to
accomplish compliance with Regulation AB, (b) the parties’ obligations hereunder
will be supplemented and modified as necessary to be consistent with any such
amendments, interpretive advice or guidance from the Securities and Exchange
Commission, convention or consensus among active participants in the
asset-backed securities markets, or otherwise in respect of the requirements of
Regulation AB as they may be applied by the Securities and Exchange Commission
to the Issuer in connection with the Notes and (c) the parties shall comply with
reasonable requests made by or on behalf of the Issuer or the Indenture Trustee
for delivery of additional or different


    
      
         


      

      
        60

        
          

        

      

      
         


      

    


    information,
to the extent such information is available, as the person requesting such
information may determine in good faith is necessary for it to comply with the
provisions of Regulation AB.  Any and all expenses incurred by the
Indenture Trustee in compliance with this Section shall be considered
indemnities payable in accordance with Section 6.07 hereof.

     

    The
Issuer (or the Administrator, acting on behalf of the Issuer) shall cooperate
with the Indenture Trustee by providing timely notice of requests for
information under these provisions and by reasonably limiting such requests to
information required, in the reasonable judgment of the Issuer to comply with
Regulation AB.

     

    Section
11.22.   Owner
Trustee.  The parties hereto agree that this Agreement is
executed and delivered by the Owner Trustee, not individually or personally but
solely as owner trustee of the Issuer, in the exercise of the powers and
authority conferred and vested in it under the Amended and Restated Trust
Agreement dated October 28, 2010 between the Issuer and the Owner Trustee; each
of the representations, undertakings and agreements herein made on the part of
the Issuer are made and intended not as personal representations, undertakings
and agreements by U.S. Bank Trust National Association, but are made and
intended for the purpose of binding only the Issuer; and under no circumstances
shall U.S. Bank Trust National Association be personally liable for the
inaccuracy or breach of any statements made by the Issuer in this
Agreement.

     

    Section
11.23.   U.S.A. Patriot
Act.  The parties hereto acknowledge that in accordance with
Section 326 of the U.S.A. Patriot Act, the Indenture Trustee, like all financial
institutions and in order to help fight the funding of terrorism and money
laundering, is required to obtain, verify, and record information that
identifies each person or legal entity that establishes a relationship or opens
an account with the Indenture Trustee.  The parties to this Indenture
agree that they will provide the Indenture Trustee with such information about
the Owner Trustee as it may request in order for the Indenture Trustee to
satisfy the requirements of the U.S.A. Patriot Act.

     

    Section
11.24.   Communications with Rating
Agencies.  If the Indenture Trustee shall receive any written
or oral communication from any Rating Agency (or any of their respective
officers, directors or employees) with respect to the transactions contemplated
hereby or under the Basic Documents or in any way relating to the Notes, the
Indenture Trustee agrees to refrain from communicating with such Rating Agency
and to promptly notify the Administrator of such communication.  The
Indenture Trustee agrees to coordinate with the Administrator with respect to
any communication received from a Rating Agency and further agrees that in no
event shall the Indenture Trustee engage in any oral communication with respect
to the substance of the transactions contemplated hereby or under the Basic
Documents or in any way relating to the Notes, with any Rating Agency (or any of
their respective officers, directors or employees) without the participation of
the Administrator.

     

    The Indenture Trustee will not be
responsible for delays attributable to the Administrator’s failure to deliver
any information related to any communication with a Rating Agency (with respect
to this section, the “Information”), defects in the Information supplied to the
Rating Agency or Administrator or other circumstances beyond the control of the
Indenture Trustee.  The Indenture Trustee shall be under no obligation
to make any determination as to the


    
      
         


      

      
        61

        
          

        

      

      
         


      

    


    veracity
or applicability of any Information provided to it, or whether any such
Information is required to be maintained on a website or other public
medium.

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

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

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	
                                                                HONDA
      AUTO RECEIVABLES 2010-3 OWNER

                                                              
	
                                                                TRUST,

                                                              
	 
      	 
	
                                                                By:

                                                              	
                                                                U.S.
      BANK TRUST NATIONAL

                                                                ASSOCIATION,
      not in its individual capacity

                                                                but
      solely as Owner Trustee on behalf of the

                                                                Trust,

                                                              
	 
      	 
      	 
	
                                                                By:

                                                              	/s/
      Patricia M. Child
	 
      	
                                                                Name:
      Patricia M. Child

                                                              
	 
      	
                                                                Title:
      Vice President

                                                              
	 
      	 
      	 
	
                                                                "Deutsche
      Bank National Trust Company for"

                                                                DEUTSCHE
      BANK TRUST COMPANY AMERICAS,

                                                                not
      in its individual capacity but solely as

                                                                Indenture
      Trustee, 

                                                                
                                                                

                                                              
	 
      	 
      	 
	
                                                                By:

                                                              	
                                                                /s/ Mark DiGiacomo

                                                              
	 
      	
                                                                Name:
      Mark DiGiacomo

                                                              
	 
      	
                                                                Title:
      Asst. Vice President

                                                              
	 
      	 
      	 
	
                                                                By:

                                                              	
                                                                /s/ Jennifer Freda 

                                                              
	 
      	
                                                                Name:
      Jennifer Freda

                                                              
	 
      	
                                                                Title:
      Associate

                                                              


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
       

      
        	STATE OF
      ________	)	 	 
	 	) ss	 	 
	COUNTY OF
      _______	)	 	 


      

       

    

    On
October 28, 2010 before me, Ellen Jean-Baptiste, Notary Public, personally
appeared Mark DiGiacomo, and Jennifer Freda.

     

    
      	
               
      

            	
              x

            	
              personally
      known to me, or

            


    

     

    
      	
               
      

            	
               ̈

            	
              proved
      to me on the basis of satisfactory evidence to be the person(s) whose
      name(s) is/are subscribed to the within
  instrument,

            


    

     

    and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument the person, or the entity upon
behalf of which such person acted, executed the instrument.WITNESS my hand and
official seal.

     

    Signature       /s/ Ellen
M. Jean-Baptiste     [
Seal]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
         

        
          	STATE OF
      ________	)	 	 
	 	) ss	 	 
	COUNTY OF
      _______	)	 	 


        

         

      

    

    On
October 28, 2010 before me, Julia Linian, Notary Public, personally appeared
Patricia M. Child, Vice President.

     

    
      	
               
      

            	
              
                x

              

            	
              personally
      known to me, or

            


    

     

    
      	
               
      

            	
               ̈

            	
              proved
      to me on the basis of satisfactory evidence to be the person(s) whose
      name(s) is/are subscribed to the within
  instrument,

            


    

     

    and
acknowledged to me that he/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument the person, or the entity upon
behalf of which such person acted, executed the instrument.WITNESS my hand and
official seal.

     

    Signature       /s/ Julia
Linian      [Seal]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    SCHEDULE
A

     

    SCHEDULE
OF RECEIVABLES


     

    [Delivered
to Alston & Bird LLP at Closing]


    
      
         


      

      
        SA-1

        
          

        

      

      
         


      

    

     

    EXHIBIT
A

     

    FORM OF
CLASS [A-1] [A-2] [A-3] [A-4] NOTE

     

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

     

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

    


    
      
        
          	
                  REGISTERED

                	
                  $__________

                
	 
      	 
      
	
                  No.
      R-__

                	
                  CUSIP
      NO. _______

                


        

      

    

     

    HONDA
AUTO RECEIVABLES 2010-3 OWNER TRUST


     

    ____%
ASSET BACKED NOTES, CLASS [A-1] [A-2] [A-3] [A-4]

     

    Honda
Auto Receivables 2010-3 Owner Trust, a statutory trust organized and existing
under the laws of the State of Delaware (the “Issuer”), for value received,
hereby promises to pay to Cede
& Co., or registered assigns, the principal sum of
_____________________ Dollars ($__________), payable to the extent described in
the Indenture referred to on the reverse hereof on each Payment Date; provided,
however, that the entire unpaid principal amount of this Note shall be payable
on the earlier of ________________ ___, 20__ (the “Class [A-1] [A-2] [A-3] [A-4]
Final Payment Date”) and the Redemption Date, if any, selected pursuant to the
Indenture.

     

    The
Issuer will pay interest on this Note at the rate per annum shown above on each
Payment Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date), or on the Closing Date in the case of the first Payment
Date or if no interest has yet been paid, subject to certain limitations
contained in the Indenture.  [Interest on this Class A-1 Note will
accrue for each Payment Date from and including the immediately preceding
Payment Date (or, in the case of the first Payment Date, the Closing Date), to
but excluding such Payment Date]. [Interest on this [Class A-2,] [Class A-3,]
[Class A-4] Note will accrue for each Payment Date from and including the 21st
day of the prior month (or, in the case of the first Payment Date, the Closing
Date) to but 


    
      
         


      

      
        A-1

        
          

        

      

      
         


      

    


    excluding
the 21st day of the month of such Payment Date] and will be computed on the
basis of [the actual number of days in the Interest Accrual Period with respect
to the Class A-1 Notes divided by 360] [a 360-day year consisting of twelve
30-day months in the case of the Class A-2, Class A-3 and Class A-4
Notes].  Such principal of and interest on this Note shall be paid in
the manner specified on the reverse hereof.

     

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

     

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

     

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


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    


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

     

    
      
        
          
            
              	
                      Date:

                    	
                      HONDA
      AUTO RECEIVABLES 2010-3 OWNER

                    
	 
      	
                      TRUST,

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                      U.S.
      BANK TRUST NATIONAL

                      ASSOCIATION, not
      in its individual capacity

                      but
      solely as Owner Trustee on behalf of the

                      Trust,

                    
	 
      	 
      	 
      
	 
      	
                      By:

                    	
                          

                    
	 
      	 
      	
                      Authorized
      Signatory

                    


            

          

        

      

    

     

    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    


    INDENTURE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

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

    


    
      
        
          
            
              	
                      Date:

                    	
                      DEUTSCHE
      BANK TRUST COMPANY AMERICAS,

                      not
      in its individual capacity but solely as Indenture

                      Trustee,

                    
	 	 
	 
      	
                      By:

                    	 
        
	 
      	 
      	
                      Authorized
      Signatory

                    


            

          

        

      

    

     

    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    


    This Note
is one of a duly authorized issue of Notes of the Issuer, designated as its ___%
Asset Backed Notes, Class [A- 1] [A-2] [A-3] [A-4] (the “Class [A-1] [A-2] [A-3]
[A-4] Notes”), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes.  The Notes are subject to all
terms of the Indenture.  Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the
Indenture.

     

    The Class
A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes
(collectively, the “Notes”) are and will be equally and ratably secured by the
collateral pledged as security therefore, except as provided in the Indenture or
the Sale and Servicing Agreement.

     

    Principal
payable on the Notes will be paid on each Payment Date in the amount specified
in the Indenture and in the Sale and Servicing Agreement.  As
described above, the entire unpaid principal amount of this Note will be payable
on the earlier of the Class [A-1] [A-2] [A-3] [A-4] Final Payment Date and the
Redemption Date, if any, selected pursuant to the
Indenture.  Notwithstanding the foregoing, under certain
circumstances, the entire unpaid principal amount of the Class [A-1] [A-2] [A-3]
[A-4] Notes shall be due and payable following the occurrence and continuance of
an Event of Default, as described in the Indenture.  All principal
payments on the Class [A-1] [A-2] [A-3] [A-4] Notes shall be made pro rata to
the Class [A-1] [A-2] [A-3] [A-4] Noteholders entitled thereto.

     

    Payments
of principal and interest on this Note due and payable on each Payment Date or
Redemption Date shall be made by check mailed to the Person whose name appears
as the registered Holder of this Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on the related Record Date, except
that with respect to Notes registered on the Record Date in the name of the
nominee of the Depository (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee.  Such checks shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the
Note Register as of the applicable Record Date without requiring that this Note
be submitted for notation of payment.  Any reduction in the principal
amount of this Note (or any one or more Predecessor Notes) affected by any
payments made on any Payment Date or Redemption Date shall be binding upon all
future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon.  If funds are expected to be available, as provided in the
Indenture or the Sale and Servicing Agreement, for payment in full of the
remaining unpaid principal amount of this Note on a Payment Date or Redemption
Date, then the Indenture Trustee, in the name of and on behalf of the Issuer,
will notify the Person who was the registered Holder hereof as of the Record
Date preceding such Payment Date or Redemption Date by notice mailed within five
days of such Payment Date or Redemption Date and the amount then due and payable
shall be payable only upon presentation and surrender of this Note at the
Corporate Trust Office of the Indenture Trustee or at the office of the
Indenture Trustee’s agent appointed for such purposes located in The City of New
York.

     

    As
provided in the Indenture and subject to the limitations set forth therein and
on the face hereof, the transfer of this Note may be registered on the Note
Register upon surrender of this Note for registration of transfer at the office
or agency designated by the Issuer pursuant to


    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    


    the
Indenture, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Indenture Trustee duly executed by, the Holder
hereof or such Holder’s attorney duly authorized in writing, with such signature
guaranteed by an “eligible guarantor institution” meeting the requirements of
the Note Registrar, which requirements include membership or participation in
the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes
of authorized denominations and in the same aggregate principal amount will be
issued to the designated transferee or transferees.  No service charge
will be charged for any registration of transfer or exchange of this Note, but
the transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

     

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

     

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

     

    Any
Person that acquires a beneficial interest in this Note with the assets of a
Benefit Plan or any other plan subject to a law that is substantially similar to
Title I of ERISA or Section 4975 of the Code ("Similar Law") shall be deemed to
represent that its acquisition and holding of such beneficial interest will not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code because it is covered by a United States Department of
Labor prohibited transaction class exemption or by some other applicable
statutory or administrative exemption and will not cause a nonexempt violation
of any Similar Law.

     

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


    
      
         


      

      
        A-6

        
          

        

      

      
         


      

    


    Notes for
federal, state and local income, single business and franchise tax purposes as
indebtedness of the Issuer.

     

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

     

    The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Holders of the Notes under the Indenture at any time by the Issuer
with the consent of the Holders of Notes representing a majority of the
Outstanding Amount of all Notes at the time Outstanding.  The
Indenture also contains provisions permitting the Holders of Notes representing
specified percentages of the Outstanding Amount of the Notes, on behalf of the
Holders of all the Notes, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences.  Any such consent or waiver by the Holder of this
Note (or any one or more Predecessor Notes) shall be conclusive and binding upon
such Holder and upon all future Holders of this Note and of any Note issued upon
the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this
Note.  The Indenture also permits the Indenture Trustee to amend or
waive certain terms and conditions set forth in the Indenture without the
consent of Holders of the Notes issued thereunder.

     

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

     

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


    
      
         


      

      
        A-7

        
          

        

      

      
         


      

    


    ASSIGNMENT

     

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

     

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

     

    
      
        

      

    

    
      (name and
address of assignee)


    

     

    the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints

    


     

      
        

      

    

    
      attorney,
to transfer said Note on the books kept for registration thereof, with full
power of substitution in the premises.

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    Dated:

                                                  	 
        	 
      	 
        	
                                                    
                                                      
                                                        *

                                                      

                                                    

                                                  
	 
      	 
      	 
      	
                                                    Signature
      Guaranteed:

                                                  	
                                                    
                                                      
                                                        *

                                                      

                                                    

                                                  
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                                         
        

                                                  	 
      


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        

      

    

    *           NOTICE:  The
signature to this assignment must correspond with the name of the registered
owner as it appears on the face of the within Note in every particular, without
alteration, enlargement or any change whatever.  Such signature must
be guaranteed by an “eligible guarantor institution” meeting the requirements of
the Note Registrar, which requirements include membership or participation in
STAMP or such other “signature guarantee program” as may be determined by the
Note Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.


    
      
         


      

      
        A-8

        
          

        

      

      
         


      

    

    


    EXHIBIT
B

     

    FORM OF
NOTE DEPOSITORY AGREEMENT

    [See Tab
66]


    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    


    EXHIBIT
C

    


    Servicing
Criteria To Be Addressed In Assessment Of Compliance

    


    The
assessment of compliance to be delivered by the Indenture Trustee, shall
address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria”:

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Reference

                            	 
      	
                              Criteria

                            	 	 
        
	 
      	 
      	 
      	 	 
      
	 
      	 
      	
                              Cash
      Collection and Administration

                            	 	 
      
	 
      	 
      	 
      	 	 
      
	
                              1122(d)(2)(ii)

                            	 
      	
                              Disbursements
      made via wire transfer on behalf of an obligor or to an investor are made
      only by authorized personnel.

                            	 	 
      
	 
      	 
      	 
      	 	 
      
	 
      	 
      	
                              Investor
      Remittances and Reporting

                            	 	 
      
	 
      	 
      	 
      	 	 
      
	
                              1122(d)(3)(ii)

                            	 
      	
                              Amounts
      due to investors are allocated and remitted in accordance with timeframes,
      distribution priority and other terms set forth in the transaction
      agreements.*

                            	 	 
      
	
                              1122(d)(3)(iii)

                            	 
      	
                              Disbursements
      made to an investor are posted within two business days to the Servicer’s
      investor records, or such other number of days specified in the
      transaction agreements.

                            	 	 
      
	
                              1122(d)(3)(iv)

                            	 
      	
                              Amounts
      remitted to investors per the investor reports agree with cancelled
      checks, or other form of payment, or custodial bank
      statements.

                            	 	 
      


                    

                  

                

              

            

          

        

      

    

    


    *  With
respect to remittances.


    
      
         


      

      
        C-1