Exhibit 4.1




Execution Copy




 








 









 




INDENTURE




 




 




Dated as of May 29, 2003




 




 




between




 




HOUSEHOLD AUTOMOTIVE TRUST 2003-1




Issuer




 




and




 




U.S. BANK NATIONAL ASSOCIATION




Indenture Trustee




 




 








 


































TABLE OF CONTENTS




 




	

  ARTICLE I. Definitions and Incorporation by

  Reference


  
	

   


  
	

  SECTION 1.1


  	

  Definitions


  
	

  SECTION 1.2


  	

  Incorporation

  by Reference of the Trust Indenture Act


  
	

  SECTION 1.3


  	

  Rules

  of Construction


  
	

  SECTION 1.4


  	

  Action

  by or Consent of Noteholders and Certificateholders


  
	

  SECTION 1.5


  	

  Conflict

  with TIA


  
	

   


  
	

  ARTICLE II. The Notes


  
	

   


  
	

  SECTION 2.1


  	

  Form; Amount Limited; Issuable in Series


  
	

  SECTION 2.2


  	

  Execution, Authentication and Delivery


  
	

  SECTION 2.3


  	

  Temporary

  Notes


  
	

  SECTION 2.4


  	

  Registration;

  Registration of Transfer and Exchange


  
	

  SECTION 2.5


  	

  Mutilated,

  Destroyed, Lost or Stolen Notes


  
	

  SECTION 2.6


  	

  Persons

  Deemed Owner


  
	

  SECTION 2.7


  	

  Payment

  of Principal and Interest; Defaulted Interest


  
	

  SECTION 2.8


  	

  Cancellation


  
	

  SECTION 2.9


  	

  Reserved


  
	

  SECTION 2.10


  	

  Book-Entry

  Notes


  
	

  SECTION 2.11


  	

  Notices

  to Clearing Agency


  
	

  SECTION 2.12


  	

  Definitive

  Notes


  
	

  SECTION 2.13


  	

  Final

  Distribution


  
	

   


  
	

  ARTICLE

  III. Covenants


  
	

   


  
	

  SECTION 3.1


  	

  Payment

  of Principal and Interest


  
	

  SECTION 3.2


  	

  Maintenance

  of Office or Agency


  
	

  SECTION 3.3


  	

  Money

  for Payments to be Held in Trust


  
	

  SECTION 3.4


  	

  Existence


  
	

  SECTION 3.5


  	

  Protection

  of Series Trust Estate


  
	

  SECTION 3.6


  	

  Opinions

  as to Series Trust Estate


  
	

  SECTION 3.7


  	

  Performance

  of Obligations; Servicing of Receivables


  
	

  SECTION 3.8


  	

  Negative

  Covenants


  
	

  SECTION 3.9


  	

  Annual

  Statement as to Compliance


  
	

  SECTION 3.10


  	

  Issuer

  May Consolidate, Etc. Only on Certain Terms


  
	

  SECTION 3.11


  	

  Successor

  or Transferee


  
	

  SECTION 3.12


  	

  No

  Other Business


  
	

  SECTION 3.13


  	

  No

  Borrowing


  
	

  SECTION 3.14


  	

  Master

  Servicer’s Obligations


  
	

  SECTION 3.15


  	

  Guarantees,

  Loans, Advances and Other Liabilities


  
	

  SECTION 3.16


  	

  Capital

  Expenditures


  
	

  SECTION 3.17


  	

  Compliance

  with Laws


  
	

  SECTION 3.18


  	

  Restricted

  Payments


  
	

  SECTION 3.19


  	

  Notice

  of Events of Default


  
	

  SECTION 3.20


  	

  Further

  Instruments and Acts


  
	

  SECTION 3.21


  	

  Amendments

  of Master Sale and Servicing Agreement and Trust Agreement


  
	

  SECTION 3.22


  	

  Income

  Tax Characterization


  





 




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  ARTICLE IV. Satisfaction and Discharge


  
	

   


  
	

  SECTION 4.1


  	

  Satisfaction

  and Discharge of Indenture


  
	

  SECTION 4.2


  	

  Application

  of Trust Money


  
	

  SECTION 4.3


  	

  Repayment

  of Monies Held by Note Paying Agent


  
	

   


  
	

  ARTICLE V. Remedies 


  
	

   


  
	

  SECTION 5.1


  	

  Events

  of Default


  
	

  SECTION 5.2


  	

  Collection

  of Indebtedness and Suits for Enforcement by Indenture Trustee


  
	

  SECTION 5.3


  	

  Limitation

  of Suits


  
	

  SECTION 5.4


  	

  Unconditional

  Rights of Noteholders To Receive Principal and Interest


  
	

  SECTION 5.5


  	

  Restoration

  of Rights and Remedies


  
	

  SECTION 5.6


  	

  Rights

  and Remedies Cumulative


  
	

  SECTION 5.7


  	

  Delay

  or Omission Not a Waiver


  
	

  SECTION 5.8


  	

  Limitation

  on Voting of Preferred Stock; Control by Insurer/Noteholders


  
	

  SECTION 5.9


  	

  Waiver

  of Past Defaults


  
	

  SECTION 5.10


  	

  Undertaking

  for Costs


  
	

  SECTION 5.11


  	

  Waiver

  of Stay or Extension Laws


  
	

  SECTION 5.12


  	

  Action

  on Notes


  
	

  SECTION 5.13


  	

  Performance

  and Enforcement of Certain Obligations


  
	

   


  
	

  ARTICLE VI. The Indenture Trustee


  
	

   


  
	

  SECTION 6.1


  	

  Duties

  of Indenture Trustee


  
	

  SECTION 6.2


  	

  Rights

  of Indenture Trustee


  
	

  SECTION 6.3


  	

  Individual

  Rights of Indenture Trustee


  
	

  SECTION 6.4


  	

  Indenture

  Trustee’s Disclaimer


  
	

  SECTION 6.5


  	

  Notice

  of Defaults


  
	

  SECTION 6.6


  	

  Reports

  by Master Servicer to Holders


  
	

  SECTION 6.7


  	

  Compensation

  and Indemnity


  
	

  SECTION 6.8


  	

  Replacement

  of Indenture Trustee


  
	

  SECTION 6.9


  	

  Successor

  Indenture Trustee by Merger


  
	

  SECTION 6.10


  	

  Appointment

  of Co-Indenture Trustee or Separate Indenture Trustee


  
	

  SECTION 6.11


  	

  Eligibility:

  Disqualification


  
	

  SECTION 6.12


  	

  Preferential

  Collection of Claims Against Issuer


  
	

  SECTION 6.13


  	

  Representations

  and Warranties of the Indenture Trustee


  
	

  SECTION 6.14


  	

  Waiver

  of Setoffs


  
	

  SECTION 6.15


  	

  No

  Consent to Certain Acts of Seller


  
	

   


  
	

  ARTICLE

  VII. Noteholders’ Lists and Reports


  
	

   


  
	

  SECTION 7.1


  	

  Issuer

  To Furnish To Indenture Trustee Names and Addresses of Noteholders


  
	

  SECTION 7.2


  	

  Preservation

  of Information; Communications to Noteholders


  
	

  SECTION 7.3


  	

  Reports

  by Issuer


  
	

  SECTION 7.4


  	

  Reports

  by Indenture Trustee


  





 




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  ARTICLE

  VIII. Accounts, Disbursements and Releases


  
	

   


  
	

  SECTION 8.1


  	

  Collection

  of Money


  
	

  SECTION 8.2


  	

  Release

  of Series Trust Estate


  
	

  SECTION 8.3


  	

  Opinion

  of Counsel


  
	

   


  	

   


  
	

  ARTICLE IX. Amendments; the Series

  Supplement


  
	

   


  
	

  SECTION 9.1


  	

  Amendments

  Without Consent of Noteholders


  
	

  SECTION 9.2


  	

  Amendments

  With Consent of Noteholders


  
	

  SECTION 9.3


  	

  Series

  Supplement Authorizing the Notes


  
	

  SECTION 9.4


  	

  Execution

  of the Series Supplement


  
	

  SECTION 9.5


  	

  Effect

  of Series Supplement


  
	

  SECTION 9.6


  	

  Conformity

  With Trust Indenture Act


  
	

  SECTION 9.7


  	

  Reference

  in Notes to the Series Supplement


  
	

   


  
	

  ARTICLE X.


  
	

   


  
	

  SECTION 10.1


  	

  Note

  Insurer’s Rights Regarding Actions, Proceedings or Investigations.


  
	

   


  
	

  ARTICLE XI. Miscellaneous


  
	

   


  
	

  SECTION 11.1


  	

  Compliance

  Certificates and Opinions, etc.


  
	

  SECTION 11.2


  	

  Form

  of Documents Delivered to Indenture Trustee


  
	

  SECTION 11.3


  	

  Acts

  of Noteholders


  
	

  SECTION 11.4


  	

  Notices,

  etc., to Indenture Trustee, Issuer and Rating Agencies


  
	

  SECTION 11.5


  	

  Notices

  to Noteholders; Waiver


  
	

  SECTION 11.6


  	

  Alternate

  Payment and Notice Provisions


  
	

  SECTION 11.7


  	

  Conflict

  with Trust Indenture Act


  
	

  SECTION 11.8


  	

  Effect

  of Headings and Table of Contents


  
	

  SECTION 11.9


  	

  Successors

  and Assigns


  
	

  SECTION 11.10


  	

  Separability


  
	

  SECTION 11.11


  	

  Benefits

  of Indenture


  
	

  SECTION 11.12


  	

  Legal

  Holidays


  
	

  SECTION 11.13


  	

  GOVERNING

  LAW


  
	

  SECTION 11.14


  	

  Counterparts


  
	

  SECTION 11.15


  	

  Recording

  of Indenture


  
	

  SECTION 11.16


  	

  Trust

  Obligation


  
	

  SECTION 11.17


  	

  No

  Petition


  
	

  SECTION 11.18


  	

  Limited

  Recourse.


  
	

  SECTION 11.19


  	

  Inspection


  
	

  SECTION 11.20


  	

  Limitation

  of Liability


  
	

   


  
	

  EXHIBIT A —  Form of Transferee Certificate


  





 




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INDENTURE dated as of May

29, 2003, between HOUSEHOLD AUTOMOTIVE TRUST 2003-1, a Delaware statutory trust

(the “Issuer”) and U.S. BANK NATIONAL ASSOCIATION, a national banking

association, as indenture trustee (the “Indenture Trustee”).




 




In consideration of the mutual agreements contained

herein, and of other good and valuable consideration the receipt and adequacy

of which are hereby acknowledged, the parties agree as follows:




 




GRANTING CLAUSE




 




In order to secure the due and punctual payment of the

principal of and interest on the Notes when and as the same shall become due

and payable, whether as scheduled, by declaration of acceleration, prepayment

or otherwise, and all amounts payable to the Insurer according to the terms of

this Indenture, the Series Supplement, the Notes and the Insurance Agreement,

the Issuer, pursuant to the Series Supplement, shall pledge the Series Trust

Estate to the Indenture Trustee, all for the benefit of the Indenture Trustee

for the benefit of the Secured Parties.




 




ARTICLE I.




 




Definitions and Incorporation by Reference




 




SECTION 1.1                          Definitions.  Except as otherwise specified herein, the

following terms have the respective meanings set forth below for all purposes

of this Indenture.




 




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




 




“Authorized Officer” means, with respect to the Issuer

and the Master Servicer, any officer or agent acting pursuant to a power of

attorney of the Owner Trustee or the Master Servicer, as applicable, who is

authorized to act for the Owner Trustee or the Master Servicer, as applicable,

in matters relating to the Issuer and who is identified on the list of

Authorized Officers delivered by each of the Owner Trustee and the Master

Servicer to the Indenture Trustee on the Closing Date (as such list may be

modified or supplemented from time to time thereafter).




 




“Book Entry Notes” means any beneficial interest in

the Notes, ownership and transfers of which shall be made through book entries

by a Clearing Agency as described in Section 2.10.




 




“Class” means all of the Notes having the same

specified payment terms and priority of payment.




 




“Class SV Preferred Stock” means the preferred stock

of the Seller.




 




“Clearing Agency” means an organization registered as

a “clearing agency” pursuant to Section 17A of the Exchange Act.




 




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“Clearing Agency Participant” means a broker, dealer,

bank, other financial institution or other Person for whom from time to time a

Clearing Agency effects book-entry transfers and pledges of securities

deposited with the Clearing Agency.




 




“Code” means the Internal Revenue Code of 1986, as

amended from time to time, and Treasury Regulations promulgated thereunder.




 




“Corporate Trust Office” has the meaning assigned to

such term in the Series Supplement.




 




“Default” means any occurrence that is, or with notice

or the lapse of time or both would become, an Event of Default.




 




“Definitive Notes” has the meaning specified in

Section 2.10.




 




“Event of Default” has the meaning specified in

Section 5.1.




 




“Exchange Act” means the Securities Exchange Act of

1934, as amended.




 




“Executive Officer” means, with respect to any

corporation, the Chief Executive Officer, Chief Operating Officer, Chief

Financial Officer, President, Executive Vice President, any Vice President, the

Secretary, the Treasurer, or any Assistant Treasurer of such corporation.




 




“Grant” means mortgage, pledge, bargain, sell,

warrant, alienate, remise, release, convey, assign, transfer, create, grant a

lien upon and a security interest in and right of set-off against, deposit, set

over and confirm pursuant to this Indenture. 

A Grant of the Series Trust Estate or of any other agreement or

instrument shall include all rights, powers and options (but none of the

obligations) of the granting party thereunder, including the immediate and

continuing right to claim for, collect, receive and give receipt for principal

and interest payments in respect of the Series Trust Estate and all other

monies payable thereunder, to give and receive notices and other

communications, to make waivers or other agreements, to exercise all rights and

options, to bring proceedings in the name of the granting party or otherwise

and generally to do and receive anything that the granting party is or may be

entitled to do or receive thereunder or with respect thereto.




 




“Holder” or “Noteholder” means the Person in whose

name a Note is registered on the Note Register.




 




“Indebtedness” means, with respect to any Person at

any time, (a) indebtedness or liability of such Person for borrowed money

whether or not evidenced by bonds, debentures, notes or other instruments, or

for the deferred purchase price of property or services (including trade

obligations); (b) obligations of such Person as lessee under leases which

should have been or should be, in accordance with generally accepted accounting

principles, recorded as capital leases; (c) current liabilities of such Person

in respect of unfunded vested benefits under plans covered by Title IV of

ERISA; (d) obligations issued for or liabilities incurred on the account of

such Person; (e) obligations




 




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or liabilities of such Person arising under acceptance

facilities; (f) obligations of such Person under any guarantees, endorsements

(other than for collection or deposit in the ordinary course of business) and

other contingent obligations to purchase, to provide funds for payment, to

supply funds to invest in any Person or otherwise to assure a creditor against

loss; (g) obligations of such Person secured by any lien on property or assets

of such Person, whether or not the obligations have been assumed by such

Person; or (h) obligations of such Person under any interest rate or currency

exchange agreement.




 




“Indenture Trustee” means, initially, U.S. Bank National

Association, a national banking association, not in its individual capacity but

as trustee under this Indenture, or any successor trustee under this Indenture.




 




“Indenture Trustee Fee” means the fees due to the

Indenture Trustee, as may be set forth in that certain fee letter, dated as of

the date hereof between the Master Servicer and the Indenture Trustee.




 




“Independent” means, when used with respect to any

specified Person, that the person (a) is in fact independent of the Issuer, any

other obligor upon the Notes, the Seller and any Affiliate of any of the

foregoing persons, (b) does not have any direct financial interest or any

material indirect financial interest in the Issuer, any such other obligor, the

Seller or any Affiliate of any of the foregoing Persons and (c) is not

connected with the Issuer, any such other obligor, the Seller or any Affiliate

of any of the foregoing Persons as an officer, employee, promoter, underwriter,

trustee, partner, director or Person performing similar functions.




 




“Independent Certificate” means a certificate or

opinion to be delivered to the Indenture Trustee under the circumstances

described in, and otherwise complying with, the applicable requirements of

Section 11.1, prepared by an Independent appraiser or other expert appointed

pursuant to an Issuer Order and approved by the Indenture Trustee in the

exercise of reasonable care, and such opinion or certificate shall state that

the signer has read the definition of “Independent” in this Indenture and that

the signer is Independent within the meaning thereof.




 




“Insurer” has the meaning assigned to such term in the

Series Supplement.




 




“Issuer Order” and “Issuer Request” means a written

order or request signed in the name of the Issuer by any one of its Authorized

Officers and delivered to the Indenture Trustee.




 




“Master Sale and Servicing Agreement” has the meaning

assigned to such term in the Series Supplement.




 




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

its successor.




 




“Notes” means the Notes authenticated and delivered

under this Indenture.




 




“Note Owner” means, with respect to a Book-Entry Note,

the person who is the owner of such Book-Entry Note, as reflected on the books

of the Clearing Agency,




 




3





























 




or on the books of a Person maintaining an account

with such Clearing Agency (directly as a Clearing Agency Participant or as an

indirect participant, in each case in accordance with the rules of such

Clearing Agency).




 




“Note Paying Agent” means the 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, including payment of principal

of or interest on the Notes on behalf of the Issuer.




 




“Note Register” and “Note Registrar” have the

respective meanings specified in Section 2.4.




 




“Officer’s Certificate” means a certificate signed by

any Authorized Officer of the Issuer, under the circumstances described in, and

otherwise complying with, the applicable requirements of Section 11.1 and TIA

§ 314, and delivered to the Indenture Trustee.  Unless otherwise specified, any reference in this Indenture to an

Officer’s Certificate shall be to an Officer’s Certificate of any Authorized

Officer of the Issuer.  Each certificate

with respect to compliance with a condition or covenant provided for in this

Indenture shall include (1) a statement that the Authorized Officer signing the

certificate has read such covenant or condition; (2) a brief statement as to

the nature and scope of the examination or investigation upon which the

statements contained in such certificate are based; (3) a statement that in the

opinion of such person, he has made such examination or investigation as is

necessary to enable him to express an informed opinion as to whether or not

such covenant or condition has been complied with; and (4) a statement as to

whether or not, in the opinion of such person, such condition or covenant has

been complied with.




 




“Outstanding” means, as of the date of determination,

all Notes theretofore authenticated and delivered under this Indenture except:




 




(i)                                     Notes

theretofore canceled by the Note Registrar or delivered to the Note Registrar

for cancellation;




 




(ii)                                  Notes

or portions thereof the payment for which money in the necessary amount has

been theretofore deposited with the Indenture Trustee or any Note Paying Agent

in trust for the Holders of such Notes (provided, however, that

if such Notes are to be redeemed, notice of such redemption has been duly given

pursuant to the Series Supplement or provision therefor, satisfactory to the

Indenture Trustee, has been made); and




 




(iii)                               Notes in exchange for or

in lieu of other Notes which have been authenticated and delivered pursuant to

this Indenture unless proof satisfactory to the Indenture Trustee is presented

that any such Notes are held by a bona fide purchaser;




 




provided, however, that in determining

whether the Holders of the requisite Outstanding Amount of the Notes have given

any request, demand, authorization, direction, notice, 




 




4





























 




consent or waiver hereunder or under any Basic Document, Notes owned by

the Issuer, any other obligor upon the Notes, the Seller or any Affiliate of

any of the foregoing Persons shall be disregarded and deemed not to be

Outstanding, except that, in determining whether the Indenture Trustee shall be

protected in relying upon any such request, demand, authorization, direction,

notice, consent or waiver, only Notes that a Responsible Officer of the

Indenture Trustee either actually knows to be so owned or has received written

notice thereof shall be so disregarded. 

Notes so owned that have been pledged in good faith may be regarded as Outstanding

if the pledgee establishes to the satisfaction of the Indenture Trustee the

pledgee’s right so to act with respect to such Notes and that the pledgee is

not the Issuer, any other obligor upon the Notes, the Seller or any Affiliate

of any of the foregoing Persons.




 




“Outstanding Amount” means the aggregate principal

amount of all Notes, or Class of Notes, as applicable, Outstanding at the date

of determination.




 




“Owner Trustee” has the meaning assigned to such term

in the Trust Agreement.




 




“Predecessor Note” means, with respect to any

particular Note, every previous Note evidencing all or a portion of the same

debt as that evidenced by such particular Note; and, for the purpose of this

definition, any Note authenticated and delivered under Section 2.5 in lieu of a

mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same

debt as the mutilated, lost, destroyed or stolen Note.




 




“Proceeding” means any suit in equity, action at law

or other judicial or administrative proceeding.




 




“Record Date” means, with respect to a Distribution

Date, the close of business on the Business Day immediately preceding such

Distribution Date.  However, if

Definitive Notes are issued, the Record Date shall be the last Business Day of

the month preceding a Distribution Date.




 




“Registration Statement” has the meaning specified

therefor in the Securities Act.




 




“Responsible Officer” means, with respect to the

Indenture Trustee or the Owner Trustee, any officer within the Corporate Trust

Office of the Indenture Trustee or the Owner Trustee, as the case may be,

including any Vice President, Assistant Vice President, Assistant Treasurer,

Assistant Secretary, Financial Services Officer or any other officer of the

Indenture Trustee or the Owner Trustee, as the case may be, customarily

performing functions similar to those performed by any of the above designated

officers and having direct responsibility for the administration of this

Indenture.




 




“Secured Parties” has the meaning assigned to such

term in the Series Supplement.




 




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

amended.




 




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“Series Supplement” means the Series Supplement, dated

as of May 29, 2003, among the Master Servicer, the Issuer, the Seller, the

Indenture Trustee and the Owner Trustee, as such agreement may be amended or

supplemented from time to time.




 




“Series Trust Estate” has the meaning assigned to such

term in the Series Supplement.




 




“S&P” means Standard & Poor’s Rating Services,

a division of The McGraw-Hill Companies, Inc., or its successor.




 




“State” means any one of the 50 states of the United

States of America or the District of Columbia.




 




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

of authentication.




 




“Trust Agreement” has the meaning assigned to such

term in the Series Supplement.




 




“Trust Indenture Act” or “TIA” means the Trust

Indenture Act of 1939, as amended and as in force on the date hereof, unless

otherwise specifically provided.




 




“UCC” means, unless the context otherwise requires,

the Uniform Commercial Code, as in effect in the relevant jurisdiction, as

amended from time to time.




 




“Unregistered Note” means a Note which is not being

offered for sale hereunder pursuant to a Registration Statement.




 




Capitalized terms used herein and not otherwise

defined herein shall have the meanings assigned to them in the Master Sale and

Servicing Agreement, the Series Supplement or the Trust Agreement.




 




SECTION 1.2                                         Incorporation

by Reference of the Trust Indenture Act.                    Whenever this Indenture refers to a

provision of the TIA, the provision is incorporated by reference in and made a

part of this Indenture.  The following

TIA terms used in this Indenture have the following meanings:




 




“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.




 




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All other TIA terms used in this Indenture that are

defined by the TIA, or defined by Commission rule have the meaning assigned to

them by such definitions.




 




SECTION 1.3                          Rules

of Construction.  Unless the context

otherwise requires:




 




(i)                                              a

term has the meaning assigned to it;




 




(ii)                                           an

accounting term not otherwise defined has the meaning assigned to it in

accordance with generally accepted accounting principles as in effect from time

to time;




 




(iii)                                        “or”

is not exclusive;




 




(iv)                                       “including”

means including without limitation; and




 




(v)                                          words

in the singular include the plural and words in the plural include the

singular.




 




SECTION 1.4                          Action

by or Consent of Noteholders and Certificateholders.  Whenever any provision of this Indenture

refers to action to be taken, or consented to, by Noteholders or

Certificateholders, such provision shall be deemed to refer to the

Certificateholder or Noteholder, as the case may be, of record as of the Record

Date immediately preceding the date on which such action is to be taken, or

consent given, by Noteholders or Certificateholders.  Solely for the purposes of any action to be taken, or consented

to, by Noteholders or Certificateholders, any Note or Certificate registered in

the name of Seller or any Affiliate thereof shall be deemed not to be

Outstanding (except in the event that the Seller and/or an Affiliate thereof

then owns all outstanding Certificates and Outstanding Notes); provided,

however, that, solely for the purpose of determining whether the

Indenture Trustee is entitled to rely upon any such action or consent, only

Notes or Certificates which the Owner Trustee or the Indenture Trustee,

respectively, knows to be so owned shall be so disregarded.




 




SECTION 1.5                           Conflict

with TIA.  If this Indenture is

qualified under the TIA, and if any provision hereof limits, qualifies or

conflicts with a provision of the TIA that is required under the TIA to be part

of and govern this Indenture, the latter provision shall control.  If any provision of this Indenture modifies

or excludes any provision of the TIA that may be so modified or excluded, the

latter provisions shall be deemed to apply to this Indenture as so modified or

to be excluded, as the case may be.




 




ARTICLE II.




 




The Notes




 




SECTION 2.1                           Form; Amount Limited; Issuable in

Series.




 




(a)                                  The

Notes shall be in substantially the form set forth in the Series Supplement,

with such appropriate insertions, omissions, substitutions and other 




 




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variations as are required or permitted by this Indenture or the Series

Supplement and may have such letters, numbers or other marks of identification

and such legends or endorsements placed thereon as may, consistently herewith,

be determined by the officers executing such Notes, as evidenced by their

execution of the Notes.  Any portion of

the text of any Note may be set forth on the reverse thereof, with an

appropriate reference thereto on the face of the Note.




 




The Definitive Notes shall be typewritten, printed,

lithographed or engraved or produced by any combination of these methods (with

or without steel engraved borders), all as determined by the officers executing

such Notes, as evidenced by their execution of such Notes.




 




Each Note shall be dated the date of its

authentication.  The terms of the Notes

set forth in the Series Supplement are part of the terms of this Indenture.




 




(b)                                 The

aggregate principal amount of Notes which may be authenticated and delivered

and Outstanding at any time under this Indenture is not limited; provided

that the Series Supplement may so limit the aggregate principal amount of

Notes.  The Notes shall be issued in a

series, and may be issued in Classes and/or Tranches within such series (and

Tranches within a Class).




 




No Notes shall be issued under this Indenture unless

such Notes have been authorized pursuant to the Series Supplement, and all

conditions precedent to the issuance thereof, as specified in the Series

Supplement, shall have been satisfied.




 




All Notes issued under this Indenture shall be in all

respects equally and ratably entitled to the benefits hereof and secured by the

Series Trust Estate without preference, priority or distinction on account of

the actual time or times of authentication and delivery, all in accordance with

the terms and provisions hereof and the Series Supplement.




 




SECTION 2.2                          Execution, Authentication and

Delivery.  The Notes shall be

executed on behalf of the Issuer by any of its Authorized Officers.  The signature of any such Authorized Officer

on the Notes may be original or facsimile.




 




Notes bearing the original or facsimile signature of

individuals who were at any time Authorized Officers of the Issuer shall bind

the Issuer, notwithstanding that such individuals or any of them have ceased to

hold such offices prior to the authentication and delivery of such Notes or did

not hold such offices at the issuance date of such Notes.




 




The Notes shall be issuable in the denominations

specified in the Series Supplement.




 




No Note shall be entitled to any benefit under this

Indenture or the Series Supplement or be valid or obligatory for any purpose,

unless there appears attached to such Note a certificate of authentication,

substantially in the form attached as Exhibit B to the Series Supplement,

executed by the Indenture Trustee by the manual signature of 




 




8





























 




one of its authorized signatories, and such

certificate attached to any Note shall be conclusive evidence, and the only

evidence, that such Note has been duly authenticated and delivered hereunder.




 




SECTION 2.3                           Temporary

Notes.  Pending the preparation of

Definitive Notes of any Class or Tranche, the Issuer may execute, and upon

receipt of an Issuer Order prepared and delivered by the Master Servicer, the

Indenture Trustee shall authenticate and deliver, temporary Notes which are

printed, lithographed, typewritten, mimeographed or otherwise produced, of the

tenor of the Definitive Notes in lieu of which they are issued and with such

variations not inconsistent with the terms of this Indenture as the officers

executing such Notes may determine, as evidenced by their execution of such

Notes.




 




If temporary Notes of any Class or Tranche are issued,

the Issuer will cause Definitive Notes of such Class or Tranche to be prepared

without unreasonable delay.  After the

preparation of Definitive Notes of such Class or Tranche, the temporary Notes

shall be exchangeable for Definitive Notes of such Class or Tranche upon surrender

of the temporary Notes at the office or agency of the Issuer to be maintained

as provided in Section 3.2, without charge to the Holder.  Upon surrender for cancellation of any one

or more temporary Notes, the Issuer shall execute and the Indenture Trustee

shall authenticate and deliver in exchange therefor a like principal amount of

Definitive Notes of such Class or Tranche of authorized denominations.  Until so exchanged, the temporary Notes of

any Class or Tranche shall in all respects be entitled to the same benefits

under this Indenture and the Series Supplement as Definitive Notes of such

Class or Tranche.




 




SECTION 2.4                          Registration;

Registration of Transfer and Exchange. 

The Issuer shall cause to be kept a register (the “Note Register”) in

which, subject to such reasonable regulations as it may prescribe, the Issuer

shall provide for the registration of Notes and the registration of transfers

of Notes.  The Indenture Trustee shall

be “Note Registrar” for the purpose of registering Notes and transfers of Notes

as herein provided.  Upon any

resignation of any Note Registrar, the Issuer shall promptly appoint a

successor or, if it elects not to make such an appointment, assume the duties

of Note Registrar.




 




If a Person other than the 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. 

The Indenture Trustee shall have the right to rely upon a certificate

executed on behalf of the Note Registrar by an Authorized Officer thereof as to

the names and addresses of the Holders of the Notes and the principal amounts

and number of such Notes.




 




Upon surrender for registration or transfer of any

Note at the office or agency of the Issuer to be maintained as provided in

Section 3.2, and if the requirements of Section 8-401(1) of the UCC are met,

the Issuer shall execute and cause the Indenture Trustee to authenticate one or

more new Notes, in any authorized denominations, of the




 




9





























 




same class and a like

aggregate principal amount.  A

Noteholder may also obtain from the Indenture Trustee, in the name of the

designated transferee or transferees one or more new Notes, in any authorized

denominations, of the same Class and Tranche, as applicable, and a like

aggregate principal amount.  Such

requirements shall not be deemed to create a duty in the Indenture Trustee to

monitor the compliance by the Issuer with Section 8-401 of the UCC.




 




At the option of the Holder, Notes of any Class or

Tranche may be exchanged for other Notes of such Class or Tranche in any

authorized denominations of the same Class (and Tranche, if applicable) and a

like aggregate principal amount, upon surrender of the Notes to be exchanged at

such office or agency.  Whenever any

Notes are so surrendered for exchange, and if the requirements of Section

8-401(1) of the UCC are met, the Issuer shall execute and upon its written

request the Indenture Trustee shall authenticate the Notes which the Noteholder

making the exchange is entitled to receive. 

Such requirements shall not be deemed to create a duty in the Indenture

Trustee to monitor the compliance by the Issuer with Section 8-401 of the UCC.




 




All Notes issued upon any registration of transfer or

exchange of Notes shall be the valid obligations of the Issuer, evidencing the

same debt, and entitled to the same benefits under this Indenture and the

Series Supplement, as the Notes surrendered upon such registration of transfer

or exchange.




 




Unless specified in the Series Supplement, every Note

presented or surrendered for registration of transfer or exchange shall, unless

specified in the Series Supplement, be (i) duly endorsed by, or be accompanied

by a written instrument of transfer in the form attached as an exhibit to the

Note duly executed by the Holder thereof or such Holder’s attorney duly

authorized in writing, with such signature guaranteed by an “eligible guarantor

institution” meeting the requirements of the Note Registrar which requirements

include membership or participation in Securities Transfer Agents Medallion

Program (“Stamp”) or such other “signature guarantee program” as may be

determined by the Note Registrar in addition to, or in substitution for, Stamp,

all in accordance with the Exchange Act, and (ii) accompanied by such other

documents as the Note Registrar may require.




 




No service charge shall be made to a Holder for any

registration of transfer or exchange of Notes, but the Note Registrar may

require payment of a sum sufficient to cover any tax or other governmental charge

that may be imposed in connection with any registration of transfer or exchange

of Notes.




 




Notwithstanding, the preceding provisions of this

section, the Issuer shall not be required to make, and the Note Registrar shall

not register, transfers or exchanges of Notes selected for redemption for a

period of 15 days preceding the Distribution Date.




 




The Note Registrar shall not register the transfer of

a Definitive Note unless the transferee has executed and delivered to the

Indenture Trustee a certification, in the form of Exhibit A hereto, to

the effect that either (i) the transferee is not (A) an employee benefit plan

(within the meaning of Section 3(3) of the Employee Retirement 




 




10





























 




Income Security Act of 1974, as amended (“ERISA”))

that is subject to Title I of ERISA or (B) a plan (within the meaning of

Section 4975(e)(1) of the Code) that is subject to Section 4975 of the

Code (each of the foregoing, a “Plan”), and is not acting on behalf of or investing

the assets of a Plan or (ii) that the transferee’s acquisition and continued

holding of the Definitive Note will be covered by a prohibited transaction

class exemption issued by the U.S. Department of Labor.  Each Note Owner that purchases a Book-Entry

Note, or to whom a Book-Entry Note is transferred, shall be deemed to represent

that either (i) it is not a Plan and is not acting on behalf of or investing

the assets of a Plan or (ii) its acquisition and continued holding of the

Book-Entry Note will be covered by a prohibited transaction class exemption

issued by the U.S. Department of Labor.




 




No Holder of an Unregistered Note shall transfer its

Note, unless (i) such transfer is made in accordance with Rule 144A under the

Securities Act or (ii) pursuant to an exemption from registration provided by

Rule 144 under the Securities Act (if available) and the registration and

qualification requirements under applicable state securities laws.




 




Each Unregistered Note issued hereunder will contain

the following legend limiting sales to “Qualified Institutional Buyers” within

the meaning of Rule 144A under the Securities Act:




 




THIS

NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES

ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAS NOT BEEN APPROVED OR

DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR REGULATORY AUTHORITY

OF ANY STATE.  THIS NOTE HAS BEEN

OFFERED AND SOLD PRIVATELY.  THE HOLDER HEREOF

ACKNOWLEDGES THAT THESE SECURITIES ARE “RESTRICTED SECURITIES” THAT HAVE NOT

BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF THE

OBLIGORS AND ITS AFFILIATES THAT THESE SECURITIES MAY NOT BE OFFERED, SOLD,

PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) TO A PERSON WHOM THE SELLER

REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF

RULE 144A UNDER THE SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF

RULE 144A OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE

144 UNDER THE SECURITIES ACT (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH

ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER

JURISDICTION.




 




SECTION 2.5                           Mutilated,

Destroyed, Lost or Stolen Notes.  If

(i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture

Trustee receives evidence to its satisfaction of the destruction, loss or theft

of any Note, and (ii) there is 




 




11





























 




delivered to each of the Issuer, the Indenture Trustee

and the Insurer (for so long as it is the Controlling Party) such security or

indemnity as may be required by it to hold the Issuer, the Indenture Trustee

and the Insurer (for so long as it is the Controlling Party) harmless, then, in

the absence of notice to the Issuer, the Note Registrar or the Indenture

Trustee that such Note has been acquired by a bona fide purchaser, and provided

that the requirements of Section 8-405 of the UCC are met, the Issuer shall

execute and upon its written request the 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 or Tranche (such requirement

shall not be deemed to create a duty in the Indenture Trustee to monitor the

compliance by the Issuer with Section 8-405); provided, however,

that if any such destroyed, lost or stolen Note, but not a mutilated Note,

shall have become, or within seven days shall be due and payable, or shall have

been called for redemption pursuant to the terms of the Series Supplement, the

Issuer may, instead of issuing a replacement Note, direct the Indenture

Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or

payable or upon the redemption date without surrender thereof.  If, after the delivery of such replacement

Note or payment of a destroyed, lost or stolen Note pursuant to the proviso in

the preceding sentence, a bona fide purchaser of the original Note in lieu of

which such replacement Note was issued presents for payment such original Note,

the Issuer 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 bona

fide purchaser, and shall be entitled to recover upon the security or indemnity

provided therefor to the extent of any loss, damage, cost or expense incurred

by the Issuer or the Indenture Trustee in connection therewith.




 




Upon the issuance of any replacement Note under this

Section, the Issuer may require the payment by the Holder of such Note of a sum

sufficient to cover any tax or other governmental charge that may be imposed in

relation thereto and any other reasonable expenses (including the fees and

expenses of the Indenture Trustee) 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

enforceable by anyone, and shall be entitled to all the benefits of this

Indenture and the Series Supplement equally and proportionately with any and

all other Notes duly issued hereunder.




 




The provisions of this Section are exclusive and shall

preclude (to the extent lawful) all other rights and remedies with respect to

the replacement or payment of mutilated, destroyed, lost or stolen Notes.




 




SECTION 2.6                          Persons

Deemed Owner.  Prior to due

presentment for registration of transfer of any Note, the Issuer, the Indenture

Trustee and any agent of Issuer or the Indenture Trustee may treat the Person

in whose name any Note is registered (as of the Record Date) as the owner of

such Note for the purpose of receiving payments




 




12





























 




of principal of and interest, if any on such Note and

for all other purposes whatsoever, whether or not such Note be overdue, and

none of the Issuer, the Indenture Trustee, the Insurer nor any agent of the

Issuer, the Indenture Trustee or the Insurer shall be affected by notice to the

contrary.




 




SECTION 2.7                          Payment

of Principal and Interest; Defaulted Interest.




 




(a)                                  The

Notes shall accrue interest as provided in the form of Note set forth in the

Series Supplement and such interest shall be due and payable on each

Distribution Date as specified therein. 

Any installment of interest or principal, if any, payable on any Note

which is punctually or duly provided for by the Issuer on the applicable

Distribution Date shall be paid, as provided in the Series Supplement, or if

not so provided to the Person in whose name such Note (or one or more

Predecessor Notes) is registered on the Record Date, by check mailed

first-class, postage prepaid, to such Person’s address as it appears on the

Note Register on such Record Date, except that, if the Notes are Book Entry

Notes, unless Definitive Notes have been issued pursuant to Section 2.12,

with respect to Notes registered on the Record Date in the name of the nominee

of the Clearing Agency (initially, such nominee to be Cede & Co.), payment

will be made by wire transfer in immediately available funds to the account

designated by such nominee and except for the final installment of principal

payable with respect to such Note on a Distribution Date or on the Final

Scheduled Distribution Date as set forth in the Series Supplement which shall

be payable as provided below.  The funds

represented by any such checks returned undelivered shall be held in accordance

with Section 3.3.




 




(b)                                 The

principal of each Note shall be payable in installments on each Distribution

Date as provided in the form of Note set forth in the Series Supplement.  Notwithstanding the foregoing, the entire

unpaid principal amount of the Notes shall be due and payable, if not

previously paid, on the date on which an Event of Default shall have occurred

and be continuing, if the Notes are declared to be immediately due and payable

in the manner provided in the Series Supplement.  Upon written notice from the Master Servicer on behalf of the

Issuer, the Indenture Trustee shall notify the Person in whose name a Note is

registered at the close of business on the Record Date preceding the

Distribution Date on which the Issuer expects that the final installment of

principal of and interest on such Note will be paid.  Such notice may be mailed or transmitted by facsimile prior to

such final Distribution Date and may specify that such final installment will

be payable only upon presentation and surrender of such Note and shall specify

the place where such Note may be presented and surrendered for payment of such

installment.




 




(c)                                  If

the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay

defaulted interest (plus interest on such defaulted interest to the extent

lawful) at the applicable Note Rate to the extent lawful.  Unless otherwise provided in the Series

Supplement, the Issuer may pay such defaulted interest to the Persons who are

Noteholders on a subsequent special record date, which date shall be at least

five Business Days prior to the payment date. 

The Issuer shall fix or cause to be fixed any such special record date

and payment date, and, at least 15 days before any such special 




 




13





























 




record date, the Issuer shall mail to each Noteholder and the Indenture

Trustee a notice that states the special record date, the payment date and the

amount of defaulted interest to be paid.




 




SECTION 2.8                          Cancellation.  All Notes surrendered for payment,

registration of transfer, exchange or redemption shall, if surrendered to any

Person other than the Indenture Trustee, be delivered to the Indenture Trustee

and shall be promptly canceled by the Indenture Trustee in accordance with its

customary procedures.  The Issuer may at

any time deliver to the Indenture Trustee for cancellation any Notes previously

authenticated and delivered hereunder which the Issuer may have acquired in any

manner whatsoever, and all Notes so delivered shall be promptly canceled by the

Indenture Trustee in accordance with its customary procedures.  No Notes shall be authenticated in lieu of

or in exchange for any Notes canceled as provided in this Section, except as

expressly permitted by this Indenture. 

All canceled Notes may be held or disposed of by the Indenture Trustee

in accordance with its standard retention or disposal policy as in effect at

the time.




 




SECTION 2.9                          Reserved.




 




SECTION 2.10                    Book-Entry

Notes.  The Notes, upon original

issuance, may be issued in the form of typewritten Notes representing the

Book-Entry Notes, to be delivered to The Depository Trust Company or its agent,

the initial Clearing Agency, by, or on behalf of, the Issuer.  Such Notes may initially be registered on the

Note Register in the name of Cede & Co., the nominee of the initial

Clearing Agency, and no Note Owner will receive a Definitive Note representing

such Note Owner’s interest in such Note, except as provided in Section

2.12.  Unless and until definitive,

fully registered Notes (the “Definitive Notes”) have been issued to Note Owners

pursuant to Section 2.12:




 




(i)                                              the

provisions of this Section shall be in full force and effect;




 




(ii)                                           the

Note Registrar and the Indenture Trustee shall be entitled to deal with the

Clearing Agency for all purposes of this Indenture (including the payment of

principal of and interest on the Notes and the giving of instructions or

directions hereunder) as the sole Holder of the Notes, and shall have no

obligation to the Note Owners;




 




(iii)                                        to

the extent that the provisions of this Section conflict with any other

provisions of this Indenture, the provisions of this Section shall control;




 




(iv)                                       the

rights of Note Owners shall be exercised only through the Clearing Agency and

shall be limited to those established by law and agreements between such Note

Owners and the Clearing Agency and/or the Clearing Agency Participants.  Unless and until Definitive Notes are issued

pursuant to Section 2.12, the initial Clearing Agency will make book-entry

transfers among the Clearing Agency Participants and receive and transmit

payments of principal of and interest on the Notes to such Clearing Agency

Participants;




 




14





























 




(v)                                          whenever

this Indenture requires or permits actions to be taken based upon instructions

or directions of Holders of Notes evidencing a specified percentage of the

Outstanding Amount of the Notes, the Clearing Agency shall be deemed to represent

such percentage only to the extent that it has received instructions to such

effect from Note Owners and/or Clearing Agency Participants owning or

representing, respectively, such required percentage of the beneficial interest

in the Notes or in the Notes of a Class, as the case maybe, and has delivered

such instructions to the Indenture Trustee; and




 




(vi)                                       Note

Owners may receive copies of any reports sent to Noteholders pursuant to this

Indenture, upon written request, together with a certification that they are

Note Owners and payment of reproduction and postage expenses associated with

the distribution of such reports, from the Indenture Trustee at the Corporate

Trust Office or, if applicable, on the Indenture Trustee’s web-site specified

in the Series Supplement.




 




SECTION 2.11                     Notices to

Clearing Agency.  With respect to

any Notes which are Book Entry Notes, whenever a notice or other communication

to the Noteholders is required under this Indenture, unless and until

Definitive Notes shall have been issued to Note Owners pursuant to Section

2.12, the Indenture Trustee shall give all such notices and communications

specified herein to be given to Holders of the Notes to the Clearing Agency,

and shall have no obligation to the Note Owners.




 




SECTION 2.12                     Definitive

Notes.  If any Notes are Book-Entry

Notes and if (i) the Master Servicer advises the Indenture Trustee in writing

that the Clearing Agency is no longer willing or able to properly discharge its

responsibilities with respect to such Notes, and the Master Servicer is unable

to locate a qualified successor, (ii) the Master Servicer at its option advises

the Indenture Trustee in writing that it elects to terminate the book-entry

system through the Clearing Agency or (iii) after the occurrence of an Event of

Default, Note Owners representing beneficial interests aggregating at least a

majority of the Outstanding Amount of the Notes advise the Indenture Trustee

through the Clearing Agency in writing that the continuation of a book entry

system through the Clearing Agency is no longer in the best interests of the

Note Owners, then the Clearing Agency shall notify all Note Owners and the

Indenture Trustee of the occurrence of any such event and of the availability

of Definitive Notes to Note Owners requesting the same.  Upon surrender to the Indenture Trustee of

the typewritten Note or Notes representing the Book-Entry Notes by the Clearing

Agency, accompanied by registration instructions, the Issuer shall execute and

upon the written direction of the Issuer 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, the Indenture Trustee shall

recognize the Holders of the Definitive Notes as Noteholders.




 




15





























 




SECTION 2.13                    Final

Distribution.




 




(a)                                  The

Master Servicer on behalf of the Issuer shall give the Indenture Trustee at

least 15 days prior written notice of the Distribution Date (or other date) on

which the Noteholders of any Class may surrender their Notes for payment of the

final distribution on and cancellation of such Notes.  Not later than the fifth day of the month in which the final

distribution in respect of such Class is payable to Noteholders, the Indenture

Trustee shall provide notice to the Noteholders of such Class specifying

(i) the date upon which final payment of such Class will be made upon

presentation and surrender of Notes (if required) of such Class at the office

or offices therein designated, (ii) the amount of any such final payment

and (iii) that the Record Date otherwise applicable to such payment date

is not applicable, payments being made only upon presentation and surrender of

such Notes at the office or offices therein specified.  Unless it is serving in the related

functions, the Indenture Trustee shall give such notice to the Note Registrar

and the Note Paying Agent at the time such notice is given to Noteholders.




 




(b)                                 Notwithstanding

a final distribution to the Noteholders of any Class, except as otherwise

provided in this paragraph, all funds then on deposit in the Collection Account

and the Trust Accounts shall continue to be held in trust for the benefit of

such Noteholders, and the Note Paying Agent or the Indenture Trustee shall pay

such funds to such Noteholders upon surrender of their Notes.  In the event that all such Noteholders shall

not surrender their Notes for cancellation within six months after the date

specified in the notice from the Indenture Trustee described in paragraph (a),

the Indenture Trustee shall give a second notice to the remaining such

Noteholders to surrender their Notes for cancellation and receive the final

distribution with respect thereto.  If

within one year after the second notice all such Notes shall not have been

surrendered for cancellation, the Indenture Trustee may take appropriate steps,

or may appoint an agent to take appropriate steps, to contact the remaining

such Noteholders concerning surrender of their Notes, and the cost thereof

shall be paid out of the funds in the account held for the benefit of such

Noteholders.  The Indenture Trustee and

the Note Paying Agent shall upon written request pay to the Issuer any moneys

held by them for the payment of principal or interest that remains unclaimed

for two years.  After payment to the

Issuer, Noteholders entitled to the money must look to the Issuer for payment

as general unsecured creditors unless an applicable abandoned property law

designates another Person and all liability of the Insurer under the Note

Policy, the Indenture Trustee or such Note Paying Agent with respect to such

trust money shall thereupon cease.




 




(c)                                  Any

notice required or permitted to be given to a Holder of Registered Notes shall

be given by first-class mail, postage prepaid, at the address of such Holder as

shown in the Note Register.




 




ARTICLE III.




 




Covenants




 




SECTION 3.1                           Payment

of Principal and Interest.  The

Issuer will duly and punctually pay or cause to be paid the principal of and

interest on the Notes in 




 




16





























 




accordance with the terms of the Notes, this Indenture

and the Series Supplement.  Amounts

properly withheld under the Code by any Person from a payment to any Noteholder

of interest and/or principal shall be considered as having been paid by the

Issuer to such Noteholder for all purposes of this Indenture.




 




SECTION 3.2                           Maintenance

of Office or Agency.  The Issuer

will maintain an office or agency where Notes may be surrendered for

registration, transfer or exchange of the Notes, and where notices and demands

to or upon the Issuer in respect of the Notes and this Indenture may be

served.  The Issuer hereby initially

appoints the Indenture Trustee to serve as its agent for the foregoing

purposes.  The Issuer will give prompt

written notice to the Indenture Trustee of the location, and of any change in

the location, of any such office or agency. 

If at any time the Issuer shall fail to maintain any such office or

agency or shall fail to furnish the Indenture Trustee with the address thereof,

such surrenders, notices and demands may be made or served at the Corporate

Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent

to receive all such surrenders, notices and demands.




 




SECTION 3.3                           Money

for Payments to be Held in Trust.                     One

Business Day prior to each Distribution Date, the Issuer shall deposit or cause

to be deposited to the Collection Account Available Funds (which shall be

immediately available) with respect to the related Collection Period.  Such sum shall be held in trust for the

benefit of the Persons entitled thereto and (unless the Note Paying Agent is

the Indenture Trustee), the Issuer shall promptly notify the Indenture Trustee

of its action or failure so to act.




 




The Issuer hereby appoints the Person serving as Indenture

Trustee as Note Paying Agent to make payments to Noteholders on behalf of the

Issuer in accordance with the provisions of the Notes, this Indenture and the

Series Supplement, and such Person hereby accepts such appointment (subject to

removal in the event it no longer serves as Indenture Trustee pursuant to

Section 6.8).




 




The Issuer will cause each Note Paying Agent other

than the Indenture Trustee to execute and deliver to the Indenture Trustee an

instrument in which such Note Paying Agent shall agree with the Indenture

Trustee (and if the Indenture Trustee acts as Note Paying Agent with respect to

clauses (i) and (v), it hereby so agrees), subject to the provisions of this

Section, that such Note Paying Agent will:




 




(i)                                              hold

all sums held by it for the payment of amounts due with respect to the Notes in

trust for the benefit of the Persons entitled thereto until such sums shall be

paid to such Persons or otherwise disposed of as herein provided and pay such

sums to such Persons as herein provided;




 




(ii)                                           give

the Indenture Trustee written notice of any default by the Issuer of which a

Responsible Officer of the Note Paying Agent has actual knowledge (or any other

obligor upon the Notes) in the making of any payment required to be made with

respect to the Notes;




 




17





























 




(iii)                                        at

any time during the continuance of any such default, upon the written request

of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so

held in trust by such Note Paying Agent;




 




(iv)                                       immediately

resign as a Note Paying Agent and forthwith pay to the Indenture Trustee all

sums held by it in trust for the payment of Notes if at any time it ceases to

meet the standards required to be met by a Note Paying Agent at the time of its

appointment; and




 




(v)                                          comply

with all requirements of the Code with respect to the withholding from any

payments made by it on any Notes of any applicable withholding taxes imposed

thereon and with respect to any applicable reporting requirements in connection

therewith.




 




The Issuer may at any time, for the purpose of

obtaining the satisfaction and discharge of this Indenture and the Series

Supplement or for any other purpose, by Issuer Order direct any Note Paying

Agent to pay to the Indenture Trustee all sums held in trust by such Note

Paying Agent, such sums to be held by the Indenture Trustee upon the same

trusts as those upon which the sums were held by such Note Paying Agent; and

upon such a payment by any Note Paying Agent to the Indenture Trustee, such

Note Paying Agent shall be released from all further liability with respect to

such money.




 




The Issuer hereby appoints the Person serving as

Indenture Trustee, as Certificate Paying Agent to make payments to

Certificateholders on behalf of the Issuer in accordance with the provisions of

the Certificates, this Indenture and the Trust Agreement, and such Person

hereby accepts such appointment (subject to removal in the event it no longer

serves as Indenture Trustee pursuant to Section 6.8) and further agrees

that it will be bound by the provisions of the Trust Agreement relating to the

Certificate Paying Agent and will:




 




(i)                                              hold

all sums held by it for the payment of amounts due with respect to the

Certificates in trust for the benefit of the Persons entitled thereto until

such sums shall be paid to such Persons or otherwise disposed of as herein

provided and as provided in the Trust Agreement and pay such sums to such

Persons as herein and therein provided;




 




(ii)                                           give

the Owner Trustee notice of any default by the Issuer of which a Responsible

Officer of the Indenture Trustee has actual knowledge in the making of any

payment required to be made with respect to the Certificates;




 




(iii)                                        at

any time during the continuance of any such default, upon the written request

of the Owner Trustee forthwith pay to the Owner Trustee on behalf of the Issuer

all sums so held in Trust by such Certificate Paying Agent;




 




(iv)                                       immediately

resign as a Certificate Paying Agent and forthwith pay to the Owner Trustee on

behalf of the Issuer all sums held by it in trust for the payment of

Certificates if at any time it ceases to meet the standards required to be met

by a Note Paying Agent at the time of its appointment; and




 




18





























 




(v)                                          comply

with all requirements of the Code with respect to the withholding from any

payments made by it on any Certificates of any applicable withholding taxes

imposed thereon and with respect to any applicable reporting requirements in

connection therewith.




 




SECTION 3.4                           Existence.  Except as otherwise permitted by the

provisions of Section 3.10, the Issuer will keep in full effect its existence,

rights and franchises as a statutory trust under the laws of the State of

Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,

organized under the laws of any other state or of the United States of America,

in which case the Issuer will keep in full effect its existence, rights and

franchises under the laws of such other jurisdiction) and will obtain and

preserve its qualification to do business in each jurisdiction in which such

qualification is or shall be necessary to protect the validity and

enforceability of this Indenture, the Series Supplement, the Notes and each

other instrument or agreement included in the Series Trust Estate.




 




SECTION 3.5                          Protection

of Series Trust Estate.  The Issuer

intends the security interest Granted pursuant to this Indenture and the Series

Supplement in favor of the Secured Parties to be prior to all other liens in

respect of the Series Trust Estate, and the Issuer shall take all actions

necessary to obtain and maintain, in favor of the Indenture Trustee for the

benefit of the Secured Parties a first lien on and a first priority, perfected

security interest in the Series Trust Estate. 

The Issuer will: (a) from time to time prepare (or shall cause to be

prepared), execute and deliver all such supplements and amendments hereto and

all such financing statements, continuation statements, instruments of further

assurance and other instruments, (b) authenticate such records, and (c) take

such other action necessary or advisable to:




 




(i)                                              Grant

more effectively all or any portion of the Series Trust Estate;




 




(ii)                                           maintain

or preserve the lien and security interest (and the priority thereof) in favor

of the Indenture Trustee for the benefit of the Secured Parties created by this

Indenture and the Series Supplement or carry out more effectively the purposes

hereof;




 




(iii)                                        perfect,

publish notice of or protect the validity of any Grant made or to be made by

this Indenture and the Series Supplement ;




 




(iv)                                       enforce

any of the Series Trust Estate;




 




(v)                                          preserve

and defend title to the Series Trust Estate and the rights of the Indenture

Trustee in such Series Trust Estate against the claims of all persons and

parties; and




 




(vi)                                       pay

all taxes or assessments levied or assessed upon the Series Trust Estate when

due.




 




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SECTION 3.6                          Opinions

as to Series Trust Estate.




 




(a)                                  On

the Closing Date, the Issuer shall furnish to the Indenture Trustee and the

Insurer an Opinion of Counsel either stating that, in the opinion of such

counsel, such action has been taken with respect to the recording and filing of

this Indenture, the Series Supplement, and any other requisite documents, and

with respect to the execution and filing of any financing statements and

continuation statements, as are necessary to perfect and make effective the

first priority lien and security interest in favor of the Indenture Trustee for

the benefit of the Secured Parties, created by this Indenture and the Series

Supplement and reciting the details of such action, or stating that, in the

opinion of such counsel, no such action is necessary to make such perfected lien

and security interest effective.




 




(b)                                 Within

90 days after the beginning of each calendar year, beginning with the calendar

year succeeding the Closing Date, the Master Servicer on behalf of the Issuer

shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel

either stating that, in the opinion of such counsel, such action has been taken

with respect to the recording, filing, re-recording and refiling of this

Indenture, the Series Supplement and any other requisite documents, with respect

to the execution and filing of any financing statements and continuation

statements, and with respect to the authentication of such records as are

necessary to maintain the lien and security interest created by this Indenture

and the Series Supplement and reciting the details of such action or stating

that in the opinion of such counsel no such action is necessary to maintain

such lien and security interest.  Such

Opinion of Counsel shall also describe the recording, filing, re-recording and

refiling of this Indenture, any indentures supplemental hereto and any other

requisite documents, the execution and filing of any financing statements and

continuation statements and the authentication of such records that will, in

the opinion of such counsel, be required to maintain the lien and security

interest of this Indenture and the Series Supplement until March 31 of the

following calendar year.




 




SECTION 3.7                          Performance

of Obligations; Servicing of Receivables.




 




(a)                                  The

Issuer will not take any action and will use its best efforts not to permit any

action to be taken by others that would release any Person from any of such

Person’s material covenants or obligations under any instrument or agreement

included in the Series Trust Estate or that would result in the amendment,

hypothecation, subordination, termination or discharge of, or impair the

validity or effectiveness of, any such instrument or agreement, except as

ordered by any bankruptcy or other court or as expressly provided in this

Indenture and the Basic Documents or such other instrument or agreement.




 




(b)                                 The

Issuer has contracted with the Master Servicer to assist the Issuer in

performing its duties under this Indenture and the Series Supplement.  The Issuer may contract with Persons other

than the Master Servicer to assist it in performing its duties under this

Indenture and the Series Supplement with the consent of the Insurer (for so

long as it is the Controlling Party), and any performance of such duties by a

Person identified to the Indenture Trustee and the Insurer (for so long as it

is the




 




20





























 




Controlling Party) in an Officer’s Certificate of the Issuer shall be

deemed to be action taken by the Issuer.




 




(c)                                  The

Issuer will punctually perform and observe all of its obligations and

agreements contained in this Indenture and the Basic Documents and in the

instruments and agreements included in the Series Trust Estate, including, but

not limited, to preparing (or causing to be prepared) and filing (or causing to

be filed) all UCC financing statements and continuation statements required to

be filed by the terms of this Indenture, the Series Supplement and the Master

Sale and Servicing Agreement in accordance with and within the time periods

provided for herein and therein.  Except

as otherwise expressly provided therein, the Issuer shall not waive, amend,

modify, supplement or terminate any Basic Document or any provision thereof

without the consent of the Indenture Trustee and the Insurer (for so long as it

is the Controlling Party).




 




(d)                                 If

a Responsible Officer of the Owner Trustee shall have actual knowledge of the

occurrence of a Master Servicer Termination Event under the Master Sale and

Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee,

the Insurer and the Rating Agencies thereof in accordance with Section 11.4,

and shall specify in such notice the action, if any, the Issuer is taking in

respect of such default.  If a Master

Servicer Termination Event shall arise from the failure of the Master Servicer

to perform any of its duties or obligations under the Master Sale and Servicing

Agreement with respect to the Receivables, the Issuer shall take all reasonable

steps available to it to remedy such failure.




 




SECTION 3.8                          Negative

Covenants.  So long as any Notes are

Outstanding, the Issuer shall not:




 




(i)                                              except

as expressly permitted by this Indenture or the Basic Documents, sell,

transfer, exchange or otherwise dispose of any of the properties or assets of

the Issuer, including those included in the Series Trust Estate;




 




(ii)                                           claim

any credit on, or make any deduction from the principal or interest payable in

respect of, the Notes of a Series (other than amounts properly withheld from

such payments under the Code) or assert any claim against any present or former

Noteholder by reason of the payment of the taxes levied or assessed upon any

part of the Series Trust Estate; or




 




(iii)                                        (A)

permit the validity or effectiveness of this Indenture or the Series Supplement

to be impaired, or permit the lien in favor of the Indenture Trustee created by

this Indenture to be amended, hypothecated, subordinated, terminated or

discharged, or permit any Person to be released from any covenants or

obligations with respect to the Notes under this Indenture or the Series

Supplement except as may be expressly permitted hereby, (B) permit any lien,

charge, excise, claim, security interest, mortgage or other encumbrance (other

than the lien of this Indenture and the Series Supplement) to be created on or

extend to or otherwise arise upon or burden the Series Trust Estate or any part






 




21





























 




thereof or any interest therein or the proceeds

thereof (other than tax liens, mechanics’ liens and other liens that arise by

operation of law, in each case on a Financed Vehicle and arising solely as a

result of an action or omission of the related Obligor), (C) permit the lien of

this Indenture and the Series Supplement not to constitute a valid first

priority (other than with respect to any such tax, mechanics’ or other lien)

security interest in the Series Trust Estate, (D) except as expressly permitted

therein, amend, modify or fail to comply with the provisions of the Basic

Documents or (E) except as expressly permitted therein, amend, modify or

fail to comply with the provisions of the Related Documents.




 




SECTION 3.9                           Annual

Statement as to Compliance.  The

Master Servicer on behalf of the Issuer will deliver to the Indenture Trustee

and the Insurer, within 90 days after the end of each fiscal year of the Issuer

(commencing with the fiscal year ended December 31 in the calendar year in

which the Closing Date occurs), and otherwise in compliance with the

requirements of TIA Section 314(a)(4) an Officer’s Certificate stating, as to

the Authorized Officer signing such Officer’s Certificate, that




 




(i)                                              a

review of the activities of the Issuer during such year and of performance

under this Indenture has been made under such Authorized Officer’s supervision;

and




 




(ii)                                           to

the best of such Authorized Officer’s knowledge, based on such review, the

Issuer has complied with all conditions and covenants under this Indenture and

the Series Supplement throughout such year, or, if there has been a default in

the compliance of any such condition or covenant, specifying each such default

known to such Authorized Officer and the nature and status thereof.




 




SECTION 3.10                    Issuer

May Consolidate, Etc. Only on Certain Terms.




 




(a)                                  The

Issuer shall not consolidate or merge with or into any other Person, unless




 




(i)                                              the

Person (if other than the Issuer) formed by or surviving such consolidation or

merger shall be a Person organized and existing under the laws of the United

States of America or any State and shall expressly assume, by an indenture supplemental

hereto, executed and delivered to the Indenture Trustee and the Insurer (for so

long as it is the Controlling Party), in form satisfactory to the Indenture

Trustee and the Insurer (for so long as it is the Controlling Party), the due

and punctual payment of the principal of and interest on all Notes and the

performance or observance of every agreement and covenant of this Indenture and

the Series Supplement on the part of the Issuer to be performed or observed,

all as provided herein;




 




(ii)                                           immediately

after giving effect to such transaction, no Default or Event of Default shall

have occurred and be continuing under the Series Supplement;




 




22





























 




(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, the Owner Trustee and the Insurer (for

so long as it is the Controlling Party)) to the effect that such transaction

will not have any material adverse tax consequence to the Trust, any

Noteholder, any Certificateholder or the Insurer;




 




(v)                                          any

action as is necessary to maintain the lien and security interest created by

this Indenture and the Series Supplement shall have been taken;




 




(vi)                                       the

Issuer shall have delivered to the Indenture Trustee and the Insurer (for so

long as it is the Controlling Party) an Officer’s Certificate and an Opinion of

Counsel each stating that such consolidation or merger comply with this Article

III and that all conditions precedent herein provided for relating to such

transaction have been complied with (including any filing required by the

Exchange Act); and




 




(vii)                                    such

consolidation or merger is approved in writing by the Insurer (for so long as

it is the Controlling Party).




 




(b)                                 The

Issuer shall not convey or transfer all or substantially all of its properties

or assets, including those included in the Series Trust Estate, to any Person,

unless




 




(i)                                              the

Person that acquires by conveyance or transfer the properties and assets of the

Issuer the conveyance or transfer of which is hereby restricted shall (A) be a

United States citizen or a Person organized and existing under the laws of the

United States of America or any state, (B) expressly assume, by an indenture

supplemental hereto, executed and delivered to the Indenture Trustee and the

Insurer, in form satisfactory to the Indenture Trustee and the Insurer, the due

and punctual payment of the principal of and interest on all Notes and the

performance or observance of every agreement and covenant of this Indenture,

the Series Supplement, each of the Basic Documents and each of the Related

Documents on the part of the Issuer to be performed or observed, all as

provided herein, (C) expressly agree by means of such Indenture Supplement that

all right, title and interest so conveyed or transferred shall be subject and

subordinate to the rights of Holders of the Notes, (D) unless otherwise

provided in such Series Supplement, expressly agree to indemnify, defend and

hold harmless the Issuer against and from any loss, liability or expense

arising under or related to this Indenture, the Series Supplement and the Notes

and (E) expressly agree by means of such Series Supplement that such Person (or

if a group of persons, then one specified Person) shall prepare (or cause to be

prepared) and make all filings with the Commission (and any other appropriate

Person) required by the Exchange Act in connection with the Notes;




 




23





























 




(ii)                                           immediately

after giving effect to such transaction, no Default or Event of Default shall

have occurred and be continuing under the Series Supplement;




 




(iii)                                        the

Rating Agency Condition shall have been satisfied with respect to such

transaction;




 




(iv)                                       the

Issuer shall have received an Opinion of Counsel (and shall have delivered

copies thereof to the Indenture Trustee and the Insurer) to the effect that

such transaction will not have any material adverse tax consequence to the

Trust, any Noteholder, any Certificateholder or the Insurer;




 




(v)                                          any

action as is necessary to maintain the lien and security interest created by

this Indenture and the Series Supplement shall have been taken;




 




(vi)                                       the

Issuer shall have delivered to the Indenture Trustee and the Insurer an

Officers’ Certificate and an Opinion of Counsel each stating that such

conveyance or transfer and such Indenture Supplement complies with this Article

III and that all conditions precedent herein provided for relating to such

transaction have been complied with (including any filing required by the

Exchange Act); and




 




(vii)                                    such

conveyance or transfer is approved in writing by the Insurer (for so long as it

is the Controlling Party).




 




SECTION 3.11                    Successor

or Transferee.




 




(a)                                  Upon

any consolidation or merger of the Issuer in accordance with Section 3.10(a),

the Person formed by or surviving such consolidation or merger (if other than

the Issuer) shall succeed to, and be substituted for, and may exercise every

right and power of, the Issuer under this Indenture and the Series Supplement

with the same effect as if such Person had been named as Issuer herein.




 




(b)                                 Upon

a conveyance or transfer of all the assets and properties of the Issuer

pursuant to Section 3.10(b), Household Automotive Trust 2003-1 will be released

from every covenant and agreement of this Indenture and the Series Supplement

to be observed or performed on the part of the Issuer with respect to the Notes

immediately upon the delivery of written notice to the Indenture Trustee and

the Insurer stating that Household Automotive Trust 2003-1 is to be so

released.




 




SECTION 3.12                     No Other

Business.  The Issuer shall not

engage in any business other than financing, purchasing, owning, selling and

managing the Receivables, entering and maintaining any ancillary agreement

related to issuance of the Notes and owning the Class SV Preferred Stock of the

Seller in the manner contemplated by this Indenture, the Basic Documents and

the Series Supplement and all Related Documents and activities incidental

thereto.




 




24





























 




SECTION 3.13                    No

Borrowing.  The Issuer shall not

issue, incur, assume, guarantee or otherwise become liable, directly or

indirectly, for any Indebtedness except for (i) the Notes, (ii) obligations

owing from time to time to a Series Support Provider under the related

agreement regarding Series Support, if any and (iii) any other Indebtedness

permitted by or arising under the Basic Documents and the Series

Supplement.  The proceeds of the Notes

and the Certificates of a Series shall be used exclusively to fund the Issuer’s

purchase of the Receivables of such Series, or to obtain release of the lien

relating to the pledge of the Receivables for a prior series of notes issued by

the Issuer, the purchase of related property of the Series Trust Estate, to

fund any trust account and to pay the Issuer’s organizational, transactional

and start-up expenses.




 




SECTION 3.14                     Master

Servicer’s Obligations.  The Issuer

shall enforce the provisions of Sections 4.9, 4.10 and 4.11 of the Master Sale

and Servicing Agreement with respect to the duties of Master Servicer

thereunder.




 




SECTION 3.15                    Guarantees,

Loans, Advances and Other Liabilities. 

Except as contemplated by the Master Sale and Servicing Agreement or

this Indenture or the Series Supplement, the Issuer shall not make any loan or

advance or credit to, or guarantee (directly or indirectly or by an instrument

having the effect of assuring another’s payment or performance on any

obligation or capability of so doing or otherwise), endorse or otherwise become

contingently liable, directly or indirectly, in connection with the

obligations, stocks or dividends of, or own, purchase, repurchase or acquire

(or agree continently to do so) any stock, obligations, assets or securities

of, or any other interest in, or make any capital contribution to, any other

Person.




 




SECTION 3.16                     Capital

Expenditures.  The Issuer shall not

make any expenditure (by long-term or operating lease or otherwise) for capital

assets (either realty or personally).




 




SECTION 3.17                    Compliance

with Laws.  The Issuer shall comply

with the requirements of all applicable laws, the non-compliance with which

would, individually or in the aggregate, materially and adversely affect the

ability of the Issuer to perform its obligations under the Notes, this

Indenture, or any Basic Document, the Series Supplement or any Related

Document.




 




SECTION 3.18                     Restricted

Payments.  The Issuer shall not,

directly or indirectly, (i) pay any dividend or make any distribution (by

reduction of capital or otherwise), whether in cash, property, securities or a

combination thereof, to the Owner Trustee or any owner of a beneficial interest

in the Issuer or otherwise with respect to any ownership or equity interest or

security in or of the Issuer or to the Seller, (ii) redeem, purchase, retire or

otherwise acquire for value any such ownership or equity interest or security

or (iii) set aside or otherwise segregate any amounts for any such purpose; provided,

however, that the Issuer may make, or cause to be made, distributions to

the Seller, Master Servicer, the Owner Trustee, the Indenture Trustee and the

Certificateholders as permitted by, and to the extent funds are available for

such purpose under, the Master Sale and Servicing Agreement or Trust

Agreement.  The Issuer will 




 




25





























 




not, directly or

indirectly, make payments to or distributions from the Collection Account

except in accordance with this Indenture, the Basic Documents, the Series

Supplement or any Related Document.




 




SECTION 3.19                     Notice of

Events of Default.  Upon a

Responsible Officer of the Owner Trustee having actual knowledge thereof, the

Issuer agrees to give the Indenture Trustee, the Insurer and the Rating

Agencies prompt written notice of each Event of Default under the Series

Supplement and each default on the part of the Master Servicer or the Seller of

its obligations under the Master Sale and Servicing Agreement.




 




SECTION 3.20                     Further

Instruments and Acts.  Upon request

of the Indenture Trustee or the Insurer (for so long as it is the Controlling

Party), the Issuer will execute and deliver such further instruments and do

such further acts as may be reasonably necessary or proper to carry out more

effectively the purpose of this Indenture.




 




SECTION 3.21                    Amendments

of Master Sale and Servicing Agreement and Trust Agreement.  The Issuer shall not agree to any amendment

to Section 13.1 of the Master Sale and Servicing Agreement or Section 11.1 of

the Trust Agreement to eliminate the requirements thereunder that the Indenture

Trustee, the Insurer or the Holders of the Notes consent to amendments thereto

as provided therein.




 




SECTION 3.22                     Income Tax

Characterization.  For purposes of

federal income, state and local income and franchise and any other income

taxes, the Issuer, the Noteholders and the Certificateholders will treat the

Notes as indebtedness and hereby instruct the Indenture Trustee to treat the

Notes as indebtedness for federal and state tax reporting purposes.




 




ARTICLE IV.




 




Satisfaction and Discharge




 




SECTION 4.1                           Satisfaction

and Discharge of Indenture.  This

Indenture shall cease to be of further effect with respect to the Notes except

as to (i) rights of registration of transfer and exchange, (ii) substitution of

mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to

receive payments of principal thereof and interest thereon, (iv) Sections 3.3,

3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.20, 3.21 and 3.22, (v) the rights and

immunities of the Indenture Trustee hereunder (including the rights of the

Indenture Trustee under Section 6.7 and the obligations of the Indenture

Trustee under Section 4.2) and (vi) the rights of the Secured Parties as

beneficiaries hereof with respect to the Series Trust Estate 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




 




(A)                                       either




 




26





























 




(1)                                  all

Notes theretofore authenticated and delivered (other than (i) Notes that have

been destroyed, lost or stolen and that have been replaced or paid as provided

in Section 2.5 and (ii) Notes for whose payment money has theretofore been

deposited in trust or segregated and held in trust by the Issuer and thereafter

repaid to the Issuer or discharged from such trust, as provided in Section 3.3)

have been delivered to the Indenture Trustee for cancellation and the Series

Support, if any, has been returned to the Series Support Provider; or




 




(2)                                  all

Notes not theretofore delivered to the Indenture Trustee for cancellation




 




(i)                                     have become due

and payable,




 




(ii)                                  will become due and

payable at their respective Final Scheduled Distribution Dates within one year,

or




 




(iii)                               are to be called for

redemption within one year under arrangements satisfactory to the Indenture

Trustee for the giving of notice of redemption by the Indenture Trustee in the

name, and at the expense, of the Issuer,




 




and the Issuer, in the case of (i), (ii) or (iii) above, has

irrevocably deposited or caused to be irrevocably deposited with the Indenture

Trustee cash or direct obligations of or obligations guaranteed by the United

States of America (which will mature prior to the date such amounts are

payable), in trust for such purpose, in an amount sufficient to pay and

discharge the entire indebtedness on such Notes not theretofore delivered to

the Indenture Trustee for cancellation when due on the Final Scheduled

Distribution Date or tender date (if Notes shall have been called for

redemption or tender pursuant to the Series Supplement), as the case may be; and




 




(B)                                         the

Note Policy has terminated in accordance with its terms and the Issuer has paid

or caused to be paid all other amounts owing hereunder or under the Insurance

Agreement by the Issuer.




 




SECTION 4.2                           Application

of Trust Money.  All monies deposited

with the Indenture Trustee pursuant to Section 4.1 hereof shall be held in

trust and applied by it, in accordance with the provisions of the Notes, this

Indenture and the Series Supplement, to the payment, either directly or through

any Note Paying Agent, as the Indenture Trustee may determine, to the Secured

Parties 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

except to the extent required herein or in the Master Sale and Servicing

Agreement or required by law.




 




27





























 




SECTION 4.3                          Repayment

of Monies Held by Note Paying Agent. 

In connection with the satisfaction and discharge of this Indenture with

respect to the Notes, all monies then held by any Note Paying Agent other than

the Indenture Trustee under the provisions of this Indenture with respect to

such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee

to be held and applied according to Section 3.3 and thereupon such Note Paying

Agent shall be released from all further liability with respect to such monies.




 




ARTICLE V.




 




Remedies




 




SECTION 5.1                           Events

of Default.  The definition of

“Event of Default” with respect to a Series, together with certain rights and

remedies consequent thereto, shall be set forth in the Series Supplement.




 




SECTION 5.2                          Collection

of Indebtedness and Suits for Enforcement by Indenture Trustee.




 




(a)                                  Subject

to the terms of the Series Supplement, the Issuer covenants that if (i) default

is made in the payment of any interest on any Note when the same becomes due

and payable, and such default continues for a period of five days, or (ii)

default is made in the payment of the principal of or any installment of the

principal of any Note when the same becomes due and payable, and such default

continues for a period of five days, the Issuer will, upon demand of the

Indenture Trustee, pay to it, for the benefit of the Secured Parties, the whole

amount then due and payable on such Notes for principal and interest, with

interest upon the overdue principal, and, to the extent payment at such rate of

interest shall be legally enforceable, upon overdue installments of interest,

at the applicable Note Rate and in addition thereto such further amount as

shall be sufficient to cover the costs and expenses of collection, including

the reasonable compensation, expenses, disbursements and advances of the Indenture

Trustee and its agents and outside counsel.




 




(b)                                 If

an Event of Default occurs and is continuing with respect to a Series, the

Indenture Trustee may in its discretion proceed to protect and enforce the

rights of the Secured Parties by such appropriate Proceedings as the Indenture

Trustee shall deem most effective to protect and enforce any such rights,

whether for the specific enforcement of any covenant or agreement in this

Indenture or the Series Supplement or in aid of the exercise of any power granted

herein, or to enforce any other proper remedy or legal or equitable right

vested in the Indenture Trustee by this Indenture, the Series Supplement or by

law.




 




(c)                                  In

case there shall be pending, relative to the Issuer or any other obligor upon

the Notes or any Person having or claiming an ownership interest in the Series

Trust Estate, proceedings under Title 11 of the United States Code or any other

applicable Federal or state bankruptcy, insolvency or other similar law, or in

case a receiver, assignee or trustee in bankruptcy or reorganization,

liquidator, sequestrator or 




 




28





























 




similar official shall have been appointed for or taken possession of

the Issuer or its property or such other obligor or Person, or in case of any

other comparable judicial proceedings relative to the Issuer or other obligor

upon the Notes of such Series, or to the creditors or property of the Issuer or

such other obligor, the Indenture Trustee, irrespective of whether the principal

of any Notes of such Series shall then be due and payable as therein expressed

or by declaration or otherwise and irrespective of whether the Indenture

Trustee shall have made any demand pursuant to the provisions of this Section,

shall be entitled and empowered, by intervention in such proceedings or

otherwise:




 




(i)                                              to

file and prove a claim or claims for the whole amount of principal and interest

owing and unpaid to the Secured Parties and to file such other papers or

documents as may be necessary or advisable in order to have the claims of the

Indenture Trustee against the Series Trust Estate (including any claim for

reasonable compensation to the Indenture Trustee and each predecessor Indenture

Trustee, and their respective agents, attorneys and outside counsel, and for

reimbursement of all expenses and liabilities incurred, and all advances made,

by the Indenture Trustee and each predecessor Indenture Trustee, except as a

result of negligence, bad faith or willful misconduct), of the Insurer and of

the Noteholders allowed in such Proceedings;




 




(ii)                                           unless

prohibited by applicable law and regulations, to vote on behalf of the Secured

Parties of such Series in any election of a trustee, a standby trustee or

person performing similar functions in any such proceedings;




 




(iii)                                        to

collect and receive any monies or other property payable or deliverable on any

such claims and received with respect to the Series Trust Estate and to

distribute all amounts received with respect to the claims of the Secured

Parties and of the Indenture Trustee on their behalf; and




 




(iv)                                       to

file such proofs of claim and other papers or documents as may be necessary or

advisable in order to have the claims of the Indenture Trustee or the Secured

Parties, in each case against the Series Trust Estate allowed in any judicial

proceedings relative to the Issuer, its creditors and its property;




 




and any trustee, receiver, liquidator, custodian or

other similar official in any such proceeding is hereby authorized by the

Secured Parties to make payments to the Indenture Trustee, and, in the event

that the Indenture Trustee shall consent to the making of payments directly to

the Secured Parties, to pay to the Indenture Trustee such amounts as shall be

sufficient to cover reasonable compensation to the Indenture Trustee, each

predecessor Indenture Trustee and their respective agents, attorneys and

counsel, and all other expenses and liabilities incurred, and all advances

made, by the Indenture Trustee and each predecessor Indenture Trustee except as

a result of negligence or bad faith.




 




(d)                                 Nothing

herein contained shall be deemed to authorize the Indenture Trustee to

authorize or consent to or vote for or accept or adopt on behalf of any Secured

Party any plan of reorganization, arrangement, adjustment or composition




 




29





























 




affecting the Notes or the rights of any Holder thereof or to authorize

the Indenture Trustee to vote in respect of the claim of any Secured Party in

any such proceeding except, as aforesaid, to vote for the election of a trustee

in bankruptcy or similar person.




 




(e)                                  All

rights of action and of asserting claims under this Indenture, the Series

Supplement or under any of the Notes, may be enforced by the Indenture Trustee

without the possession of any of the Notes or the production thereof in any

trial or other proceedings relative thereto, and any such action or proceedings

instituted by the Indenture Trustee shall be brought in its own name as trustee

of an express trust, and any recovery of judgment, subject to the payment of

the expenses, disbursements and compensation of the Indenture Trustee, each

predecessor Indenture Trustee and their respective agents and attorneys, shall

be for the ratable benefit of the Secured Parties.




 




(f)                                    In

any proceedings brought by the Indenture Trustee (and also any proceedings

involving the interpretation of any provision of this Indenture or the Series

Supplement), the Indenture Trustee shall be held to represent all the Secured

Parties, and it shall not be necessary to make any Secured Party a party to any

such proceedings.




 




SECTION 5.3                          Limitation

of Suits.  No Holder of any Note

shall have any right to institute any proceeding, judicial or otherwise, with

respect to this Indenture or the Series Supplement, or for the appointment of a

receiver or trustee, or for any other remedy hereunder, unless:




 




(i)                                              such

Holder has previously given written notice to the Indenture Trustee of a

continuing Event of Default with respect to the Notes;




 




(ii)                                           the

Holders of not less than 25% of the Outstanding Amount of the Notes have made

written request to the Indenture Trustee to institute such proceeding in

respect of such Event of Default in its own name as Indenture Trustee

hereunder;




 




(iii)                                        such

Holder or Holders have offered to the Indenture Trustee indemnity reasonably

satisfactory to it against the costs, expenses and liabilities to be incurred

in complying with such request;




 




(iv)                                       the

Indenture Trustee for 60 days after its receipt of such notice, request and

offer of indemnity has failed to institute such Proceedings; and




 




(v)                                          no

direction inconsistent with such written request has been given to the

Indenture Trustee during such 60-day period by the Holders of a majority of the

Outstanding Amount of the Notes of such Series.




 




it being understood and intended that no Holders of

Notes shall have any right in any manner whatsoever by virtue of, or by

availing of, any provision of this Indenture to affect, disturb or prejudice

the rights of any other Holders of Notes or to obtain or to seek to obtain

priority or preference over any other Holders or to enforce any right under

this Indenture, except in the manner herein provided.  Nothing herein shall be construed as giving Holders of Notes any

right to make a direct claim under the Note Policy.




 




30





























 




SECTION 5.4                                  Unconditional

Rights of Noteholders To Receive Principal and Interest.  Notwithstanding any other provisions in this

Indenture, the Holder of any Note shall have the right, which is absolute and

unconditional, to receive payment of the principal of and interest, if any, on

such Note on or after the respective due dates thereof expressed in such Note

or in this Indenture or the Series Supplement (or, in the case of redemption or

tender pursuant to the Series Supplement, on or after the related redemption or

tender date) and to institute a suit for the enforcement of any such payment,

and such right shall not be impaired without the consent of such Holder.




 




SECTION 5.5                                  Restoration

of Rights and Remedies.  If the

Indenture Trustee, the Insurer or any Noteholder has instituted any Proceeding

to enforce any right or remedy under this Indenture or the Series Supplement

and such Proceeding has been discontinued or abandoned for any reason, then and

in every such case the Issuer, the Indenture Trustee, the Insurer and the

related Noteholders shall, subject to any determination in such Proceeding, be

restored severally and respectively to their former positions hereunder, and

thereafter all rights and remedies of the Indenture Trustee, the Insurer and

the related Noteholders shall continue as though no such proceeding had been

instituted.




 




SECTION 5.6                          Rights

and Remedies Cumulative.  No right

or remedy herein conferred upon or reserved to the Insurer or any Noteholders

is intended to be exclusive of any other right or remedy, and every right and

remedy shall, to the extent permitted by law, be cumulative and in addition to

every other right and remedy given hereunder or now or hereafter existing at

law or in equity or otherwise.  The

assertion or employment of any right or remedy hereunder, or otherwise, shall

not prevent the concurrent assertion or employment of any other appropriate

right or remedy.




 




SECTION 5.7                          Delay

or Omission Not a Waiver.  No delay

or omission of the Indenture Trustee, any Controlling Party or any Holder of

any related Note to exercise any right or remedy accruing upon any Default or

Event of Default shall impair any such right or remedy or constitute a waiver

of any such Default or Event of Default or an acquiescence therein.  Every right and remedy given by this Article

V or by law to the Indenture Trustee, to the Insurer or to any Noteholders may

be exercised from time to time, and as often as may be deemed expedient, by the

Indenture Trustee, by the Insurer or by the related Noteholders, as the case

may be.




 




SECTION 5.8                          Limitation

on Voting of Preferred Stock; Control by Insurer/Noteholders.




 




(a)                                  Notwithstanding

any provision of any Related Document to the contrary, the Indenture Trustee

shall hold the Class SV Preferred Stock in trust for the benefit of the Secured

Parties and shall vote such stock only pursuant to the written instructions of

the Insurer (for so long as it is the Controlling Party) and, if the Insurer is

no longer the Controlling Party, the Holders of a majority of the Outstanding

Amount of the Notes.




 




31





























 




(b)                                 The

Controlling Party shall have the right to direct the time, method and place of

conducting any proceeding for any remedy available to the Indenture Trustee

with respect to the Notes of such Series or exercising any trust or power

conferred on the Indenture Trustee; provided that




 




(i)                                              such

direction shall not be in conflict with any rule of law or with this Indenture

or with the Series Supplement; and




 




(ii)                                           the

Indenture Trustee may take any other action deemed proper by the Indenture

Trustee that is not inconsistent with such direction;




 




provided, however, that,

subject to Section 6.1, the Indenture Trustee need not take any action that it

determines might involve it in liability or might materially adversely affect

the rights of any Noteholders not consenting to such action.




 




SECTION 5.9                          Waiver

of Past Defaults.  The Controlling

Party may waive any Default or Event of Default relating to the Notes and its

consequences except a Default (a) in payment of principal of or interest on any

of the Notes or (b) in respect of a covenant or provision hereof which cannot

be modified or amended without the consent of the Holder of each Note.  In the case of any such waiver, the Issuer,

the Indenture Trustee, the Insurer and the Holders of the Notes shall be

restored to their former positions and rights hereunder, respectively; but no

such waiver shall extend to any subsequent or other Default or impair any right

consequent thereto.




 




Upon any such waiver, such Default shall cease to

exist and be deemed to have been cured and not to have occurred, and any Event

of Default arising therefrom shall be deemed to have been cured and not to have

occurred, for every purpose of this Indenture and the Series Supplement; but no

such waiver shall extend to any subsequent or other Default or Event of Default

or impair any right consequent thereto.




 




SECTION 5.10                    Undertaking

for Costs.  All parties to this

Indenture and the Series Supplement agree, and each Holder of any Note by such

Holder’s acceptance thereof shall be deemed to have agreed, that any court may

in its discretion require, in any suit for the enforcement of any right or

remedy under this Indenture and the Series Supplement, or in any suit against

the Indenture Trustee for any action taken, suffered or omitted by it as

Indenture Trustee, the filing by any party litigant in such suit of an

undertaking to pay the costs of such suit, and that such court may in its

discretion assess reasonable costs, including reasonable attorneys’ fees,

against any party litigant in such suit, having due regard to the merits and

good faith of the claims or defenses made by such party litigant; but the

provisions of this Section shall not apply to (a) any suit instituted by the

Indenture Trustee, (b) any suit instituted by the Insurer, (c) any suit

instituted by any Noteholder, or group of Noteholders, in each case holding in

the aggregate more than 10% of the Outstanding Amount of the Notes or (d) any

suit instituted by any Noteholder for the enforcement of the payment of

principal of or interest on any Note on or after the respective due dates

expressed in such Note and in this Indenture and the Series Supplement.




 




32





























 




SECTION 5.11                     Waiver of

Stay or Extension Laws.  The Issuer

covenants (to the extent that it may lawfully do so) that it will not at any

time insist upon, or plead or in any manner whatsoever, claim or take the

benefit of, any stay or extension law wherever enacted, now or at any time

hereafter in force, that may affect the covenants or the performance of this

Indenture and the Series Supplement; and the Issuer (to the extent that it may

lawfully do so) hereby expressly waives all benefit of any such law, and

covenants that it will not hinder, delay or impede the execution of any power

herein granted to the Indenture Trustee or the Insurer, but will suffer and

permit the execution of every such power as though no such law had been

enacted.




 




SECTION 5.12                     Action on

Notes.  The Indenture Trustee’s

right to seek and recover judgment on the Notes or under this Indenture or the

Series Supplement shall not be affected by the seeking, obtaining or

application of any other relief under or with respect to this Indenture or the

Series Supplement.  Neither the lien of

this Indenture or the Series Supplement nor any rights or remedies of the Indenture

Trustee, the Insurer or the Noteholders shall be impaired by the recovery of

any judgment by the Indenture Trustee or the Insurer against the Issuer or by

the levy of any execution under such judgment upon any portion of the Series

Trust Estate or upon any of the assets of the Issuer.




 




SECTION 5.13                    Performance

and Enforcement of Certain Obligations.




 




(a)                                  Promptly

following a request from the Indenture Trustee or the Insurer (for so long as

it is the Controlling Party) to do so and at the Master Servicer’s expense, the

Issuer agrees to take all such lawful action as the Indenture Trustee or the

Insurer (for so long as it is the Controlling Party) may request to compel or

secure the performance and observance by the Seller and the Master Servicer, as

applicable, of each of their obligations to the Issuer under or in connection

with the Master 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 Master Sale

and Servicing Agreement to the extent and in the manner directed by the

Indenture Trustee or the Insurer (for so long as it is the Controlling Party),

including the transmission of notices of default on the part of the Seller or

the Master Servicer thereunder and the institution of legal or administrative

actions or proceedings to compel or secure performance by the Seller or the

Master Servicer of each of their obligations under the Master Sale and

Servicing Agreement.




 




(b)                                 If

an Event of Default has occurred and is continuing, or, if at such time as

there are no Notes Outstanding there remain sums due to the Insurer pursuant to

the Insurance Agreement, the Indenture Trustee may, with the consent of the

Insurer (for so long as it is the Controlling Party) and shall, at the written

direction of the Insurer (for so long as it is the Controlling Party) or, if

the Insurer is not the Controlling Party, at the written direction of the

Holders of 66-2/3% of the Outstanding Amount of the Notes, exercise all rights,

remedies, powers, privileges and claims of the Issuer against the Seller or the

Master Servicer under or in connection with the Master Sale and Servicing

Agreement, including the right or power to take any action to compel or secure

performance or observance by the Seller or the Master Servicer of each of their






 




33





























 




obligations to the Issuer thereunder and to give any consent, request,

notice, direction, approval, extension or waiver under the Master Sale and

Servicing Agreement, and any right of the Issuer to take such action shall be

suspended.




 




ARTICLE VI.




 




The Indenture Trustee




 




SECTION 6.1                          Duties

of Indenture Trustee.




 




(a)                                  If

an Event of Default has occurred and is continuing of which a Responsible Officer

of the Indenture Trustee has actual knowledge, the Indenture Trustee shall

exercise the rights and powers vested in it by this Indenture and the Basic

Documents and use the same degree of care and skill in its exercise as a

prudent person would exercise or use under the circumstances in the conduct of

such person’s own affairs.




 




(b)                                 Except

during the continuance of an Event of Default with respect to a Series of which

a Responsible Officer of the Indenture Trustee has actual knowledge:




 




(i)                                              the

Indenture Trustee undertakes to perform with respect to such Series such duties

and only such duties as are specifically set forth in this Indenture and the

Series Supplement and no implied covenants or obligations shall be read into

this Indenture or the Series Supplement against the Indenture Trustee; and




 




(ii)                                           in

the absence of bad faith on its part, the Indenture Trustee may conclusively

rely, as to the truth of the statements and the correctness of the opinions

expressed therein, upon certificates or opinions furnished to the Indenture

Trustee as the case may be and conforming to the requirements of this Indenture

and the Series Supplement; however, the Indenture Trustee shall examine the

certificates and opinions to determine whether or not they conform on their

face to the requirements of this Indenture or the Series Supplement provided,

further, that the Indenture Trustee shall not be responsible for the accuracy

or content of any resolution, certificate, statement, opinion, report,

document, order or other instrument furnished to it, including, without

limitation, any statistical, numerical or financial data contained therein.




 




(c)                                  The

Indenture Trustee may not be relieved from liability for its own negligent

action, its own negligent failure to act or its own willful misconduct, except

that:




 




(i)                                              this

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




 




(ii)                                           the

Indenture Trustee shall not be liable for any error of judgment made in good

faith by a Responsible Officer unless it is proven that the Indenture Trustee

was negligent in ascertaining the pertinent facts; and




 




34





























 




(iii)                                        the

Indenture Trustee shall not be liable with respect to any action it takes or

omits to take in good faith in accordance with a direction received by it

pursuant to Section 5.8.




 




(d)                                 The

Indenture Trustee shall not be liable for interest on any money received by it

except as such Person may agree in writing with the Issuer.




 




(e)                                  Money

held in trust by the Indenture Trustee need not be segregated from other funds

except to the extent required by law or the terms of this Indenture, the Series

Supplement or the Master Sale and Servicing Agreement.




 




(f)                                    No

provision of this Indenture or the Series Supplement shall require the

Indenture Trustee to expend or risk its own funds or otherwise incur financial

liability in the performance of any of its duties hereunder or in the exercise

of any of its rights or powers, if it shall have reasonable grounds to believe

that repayment of such funds or indemnity reasonably satisfactory to it against

such risk or liability is not reasonably assured to it.




 




(g)                                 Every

provision of this Indenture and the Series Supplement relating to the conduct

or affecting the liability of or affording protection to the Indenture Trustee

shall be subject to the provisions of this Section and to the provisions of the

TIA.




 




(h)                                 The

Indenture Trustee shall, and hereby agrees that it will, perform all of the

obligations and duties required of it under each Related Document to which it

is a party.




 




(i)                                     Without

limiting the generality of this Section 6.1, the Indenture Trustee shall have

no duty (i) to see to any recording, filing or depositing of this Indenture,

the Series Supplement or any agreement referred to herein or any financing

statement evidencing a security interest in the Financed Vehicles, or to see to

the maintenance of any such recording or filing or depositing or to any

recording, refiling or redepositing of any thereof, (ii) to see to any insurance

of the Financed Vehicles or Obligors or to effect or maintain any such

insurance, (iii) to see to the payment or discharge of any tax, assessment or

other governmental charge or any Lien or encumbrance of any kind owing with

respect to, assessed or levied against any part of the Trust, (iv) to confirm

or verify the contents of any reports or certificates delivered to the

Indenture Trustee pursuant to this Indenture, the Series Supplement or the

Master Sale and Servicing Agreement believed by the Indenture Trustee to be

genuine and to have been signed or presented by the proper party or parties, or

(v) to inspect the Financed Vehicles at any time or ascertain or inquire as to

the performance or observance of any of the Issuer’s, the Seller’s or the Master

Servicer’s representations, warranties or covenants or the Master Servicer’s

duties and obligations as Master Servicer and as custodian of the Receivable

Files under the Master Sale and Servicing Agreement.




 




(j)                                     In

no event shall the Indenture Trustee, in any of its capacities hereunder, be

deemed to have assumed any duties of the Owner Trustee under the Delaware

Statutory Trust Statute, common law, or the Trust Agreement.




 




35





























SECTION 6.2                          Rights

of Indenture Trustee.




 




(a)                                  The

Indenture Trustee may rely on any document believed by it to be genuine and to

have been signed or presented by the proper person.  The Indenture Trustee need not investigate any fact or matter

stated in the document.




 




(b)                                 Before

the Indenture Trustee acts or refrains from acting, it may require an Officer’s

Certificate and/or an Opinion of Counsel. 

The Indenture Trustee shall not be liable for any action it takes or

omits to take in good faith in reliance on the Officer’s Certificate and/or

Opinion of Counsel.




 




(c)                                  The

Indenture Trustee may execute any of the trusts or powers hereunder or perform

any duties hereunder either directly or by or through agents or attorneys or a

custodian or nominee, and the Indenture Trustee shall not be responsible for

any misconduct or negligence on the part of, or for the supervision of the

Master Servicer or any other agent, attorney, custodian or nominee appointed

with due care by it hereunder.




 




(d)                                 The

Indenture Trustee shall not be liable for any action it takes or omits to take

in good faith which it believes to be authorized or within its rights or

powers; provided, however, that the Indenture Trustee’s conduct

does not constitute willful misconduct, negligence or bad faith.




 




(e)                                  The

Indenture Trustee may consult with counsel, and the advice or opinion of

counsel with respect to legal matters relating to this Indenture, the Basic

Documents, the Series Supplement, any Related Documents and the Notes and such

advice or opinion of counsel shall be full and complete authorization and

protection from liability in respect to any action taken, omitted or suffered

by it hereunder in good faith and in accordance with the advice or opinion of

such counsel.




 




(f)                                    The

Indenture Trustee shall be under no obligation to institute, conduct or defend

any litigation under this Indenture or the Series Supplement or in relation to

this Indenture or the Series Supplement, at the request, order or direction of

any of the Holders of Notes or the Insurer (for so long as it is the

Controlling Party), pursuant to the provisions of this Indenture or the Series

Supplement, unless such Holders of Notes or the Insurer shall have offered to

the Indenture Trustee reasonable security or indemnity against the costs,

expenses and liabilities that may be incurred therein or thereby; provided,

however, that the Indenture Trustee shall, upon the occurrence of an

Event of Default (that has not been cured), exercise the rights and powers

vested in it by this Indenture and the Series Supplement with reasonable care

and skill customary for the care and skill exercised by Indenture Trustees

under similar circumstances.




 




(g)                                 The

Indenture Trustee shall not be bound to make any investigation into the facts

or matters stated in any resolution, certificate, statement, instrument,

opinion, report, notice, request, consent, order, approval, bond or other paper

or document, unless requested in writing to do by the Insurer (for so long as

it is the Controlling Party); provided, however, that if the

payment within a reasonable time to the 




 




36





























 




Indenture Trustee of the costs, expenses or liabilities likely to be

incurred by it in the making of such investigation is, in the opinion of the

Indenture Trustee not reasonably assured to the Indenture Trustee by the

security afforded to it by the terms of this Indenture, the Series Supplement

or the Master Sale and Servicing Agreement, the Indenture Trustee may require

indemnity reasonably satisfactory to it against such cost, expense or liability

as a condition to so proceeding; the reasonable expense of every such

examination shall be paid by the Person making such request.




 




(h)                                 The

right of the Indenture Trustee to perform any discretionary act enumerated in

this Indenture shall not be construed as a duty, and the Indenture Trustee

shall not be answerable for other than its negligence or willful misconduct in

the performance of such act.




 




(i)                                     The

Indenture Trustee shall not be required to give any bond or surety in respect

of the execution of the Trust Estate created hereby or the powers granted

hereunder.




 




(j)                                     Anything

in this Indenture or any supplement hereto to the contrary notwithstanding, in

no event shall the Indenture Trustee be liable for special, indirect or consequential

loss or damage of any kind whatsoever (including but not limited to lost

profits), even if the Indenture Trustee has been advised of the likelihood of

such loss or damage and regardless of the form of action.




 




(k)                                  The

Indenture Trustee shall not be required to take notice or be deemed to have

notice or knowledge of any default, Event of Default or Master Servicer

Termination Event unless a Responsible Officer of the Indenture Trustee shall

have actual notice thereof.




 




(l)                                     The

Indenture Trustee shall not in any way be held liable by reason of any

insufficiency in any Trust Account (including, without limitation, the Reserve

Account and the Collection Account or any subaccount thereof) held by or on

behalf of the Indenture Trustee resulting from any investment loss on any

Eligible Investment included therein.




 




SECTION 6.3                           Individual

Rights of Indenture Trustee.  The

Indenture Trustee in its individual or any other capacity may become the owner

or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates

with the same rights it would have if it were not Indenture Trustee.  Any Note Paying Agent, Note Registrar,

co-registrar or co-paying agent may do the same with like rights.  However, the Indenture Trustee must comply

with Sections 6.11 and 6.12.




 




SECTION 6.4                          Indenture

Trustee’s Disclaimer.  The Indenture

Trustee shall not be responsible for and makes no representation as to the

validity or adequacy of this Indenture, the Series Supplement, the Series Trust

Estate or the Notes, it shall not be accountable for the Issuer’s use of the

proceeds from the Notes, and it shall not be responsible for any statement of

the Issuer in the Indenture, in the Series Supplement or 




 




37





























 




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.




 




SECTION 6.5                           Notice

of Defaults.  If an Event of Default

occurs and is continuing and if it is either actually known by, or written

notice of the existence thereof has been delivered to, a Responsible Officer of

the Indenture Trustee, the Indenture Trustee shall promptly notify the Insurer

in writing and mail to each Noteholder notice of the Default within 90 days

after such knowledge or notice occurs. 

Except in the case of a Default in payment of principal of or interest

on any Note, the Indenture Trustee may withhold the notice to Noteholders if

and so long as a committee of its Responsible Officers in good faith determines

that withholding the notice is in the interests of Noteholders.




 




SECTION 6.6                           Reports

by Master Servicer to Holders.  Upon

the written request of any Noteholder, the Master Servicer shall on behalf of

the Issuer deliver to the Indenture Trustee for distribution to any Noteholder

such information as may be reasonably required by such Noteholder to enable

such Noteholder to prepare its Federal and state income tax returns required by

law.




 




SECTION 6.7                          Compensation

and Indemnity.




 




(a)                                  As

payable in the Series Supplement, the Issuer shall, or shall cause the Master

Servicer to, pay to the Indenture Trustee from time to time the Indenture

Trustee Fee as compensation for its services. 

The Indenture Trustee’s compensation shall not be limited by any law on

compensation of a trustee of an express trust. 

The Issuer shall or shall cause the Master Servicer to reimburse the

Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by

it, including costs of collection, in addition to the compensation for its

services.  Such expenses shall include

the reasonable compensation and expenses, disbursements and advances of the

Trustee’s agents, outside counsel, accountants and experts.  The Issuer shall or shall cause the Master

Servicer to indemnify the Indenture Trustee, and its respective officers,

directors, employees and agents against any and all loss, liability or expense

(including attorneys’ fees and expenses) incurred by each of them in connection

with the acceptance or the administration of this trust and the performance of

its duties hereunder.  The Indenture

Trustee shall notify the Issuer and the Master Servicer promptly of any claim

for which it may seek indemnity.  Failure

by the Indenture Trustee to so notify the Issuer and the Master Servicer shall

not relieve the Issuer of its obligations hereunder or the Master Servicer of

its obligations under Article XII of the Master Sale and Servicing

Agreement.  The Issuer shall defend or

shall cause the Master Servicer to defend any claim for indemnity that may

arise against the Indenture Trustee, or the Indenture Trustee may have separate

counsel and the Issuer shall or shall cause the Master Servicer to pay the fees

and expenses of such counsel.  Neither

the Issuer nor the Master Servicer need reimburse any expense or indemnify

against any loss, liability or expense incurred by the Indenture Trustee

through such Person’s own willful misconduct, negligence or bad faith.




 




(b)                                 The

Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall

survive the resignation or removal of the Indenture Trustee and the




 




38





























 




discharge of this Indenture. 

When the Indenture Trustee incurs expenses after the occurrence of an

Insolvency Event with respect to the Issuer, the expenses are intended to

constitute expenses of administration under Title 11 of the United States Code

or any other applicable Federal or state bankruptcy, insolvency or similar

law.  Notwithstanding anything else set

forth in this Indenture, the Basic Documents, the Series Supplement or any

Related Documents, the Indenture Trustee agrees that the obligations of the

Issuer (but not the Master Servicer) to the Indenture Trustee hereunder and

under the Series Supplement or any Related Documents, shall be recourse to the

Series Trust Estate only and specifically shall not be recourse to the assets

of any Securityholder.  In addition, the

Indenture Trustee agrees that its recourse to the Issuer, the Series Trust

Estate, the Seller and amounts held pursuant to the Series Support shall be

limited to the right to receive the distributions as provided for in the

payment priority provisions of the Series Supplement.




 




SECTION 6.8                           Replacement

of Indenture Trustee.  The Indenture

Trustee may, and in the circumstances specified in subparagraph (i) shall,

resign at any time upon 60 days’ prior written notice by so notifying the

Issuer, the Insurer, Holders of a majority of Outstanding Amount of the Notes

and the Master Servicer.  In addition,

the Master Servicer may remove the Indenture Trustee by so notifying the

Indenture Trustee with the consent of the Insurer (for so long as it is the

Controlling Party) upon 60 days’ written notice.  The Issuer may, with the consent of the Insurer (for so long as

it is the Controlling Party) and shall, at the direction of the Insurer (for so

long as it is the Controlling Party) or the Noteholders, remove the Indenture

Trustee, if:




 




(i)                                              the

Indenture Trustee fails to comply with Section 6.11;




 




(ii)                                           a

court having jurisdiction in the premises in respect of the Indenture Trustee

in an involuntary case or proceeding under Federal or state banking or

bankruptcy laws, as now or hereafter constituted, or any other applicable

Federal or state bankruptcy, insolvency or other similar law, shall have

entered a decree or order granting relief or appointing a receiver, liquidator,

assignee, custodian, trustee, conservator, sequestrator (or similar official)

for the Indenture Trustee or for any substantial part of the Indenture Trustee’s

property, or ordering the winding-up or liquidation of the Indenture Trustee’s

affairs;




 




(iii)                                        an

involuntary case under the Federal bankruptcy laws, as now or hereafter in

effect, or another present or future Federal or state bankruptcy, insolvency or

similar law is commenced with respect to the Indenture Trustee and such case is

not dismissed within 60 days;




 




(iv)                                       the

Indenture Trustee commences a voluntary case under any Federal or state banking

or bankruptcy laws, as now or hereafter constituted, or any other applicable

federal or state bankruptcy, insolvency or other similar law, or consents to

the appointment of or taking possession by a receiver, liquidator, assignee,

custodian, trustee, conservator, sequestrator (or other similar official) for the

Indenture Trustee or for any substantial part of the Indenture Trustee’s

property, or makes any assignment for the benefit of creditors or fails

generally to 




 




39





























 




pay its debts as such

debts become due or takes any corporate action in furtherance of any of the

foregoing;




 




(v)                                          the

Indenture Trustee otherwise becomes incapable of acting; or




 




(vi)                                       the

rating assigned to the long-term unsecured debt obligations of the Indenture

Trustee by the Rating Agencies shall be lowered below the rating of “BBB”,

“Baa2” or equivalent rating or be withdrawn by either of the Rating Agencies.




 




If the Indenture Trustee resigns or is removed or if a

vacancy exists in the office of Indenture Trustee for any reason (the Indenture

Trustee in such event being referred to herein as the retiring Indenture

Trustee), the Issuer shall promptly deliver a written notice of such removal,

resignation or vacancy to the Master Servicer and the Insurer, and the Master

Servicer may appoint a successor Indenture Trustee with the consent of the

Insurer (for so long as it is the Controlling Party).  If the Master Servicer fails to appoint such a successor

Indenture Trustee, the Issuer, the Insurer (for so long as it is the

Controlling Party) or a resigning Indenture Trustee may petition any court of

competent jurisdiction to appoint a successor Indenture Trustee.  If the Indenture Trustee resigns or is

removed, the Indenture Trustee shall also resign or be removed, as the case may

be, as Note Paying Agent, Note Registrar and Certificate Paying Agent.




 




A successor Indenture Trustee shall deliver a written

acceptance of its appointment to the retiring Indenture Trustee, to the Insurer

and to the Issuer.  Thereupon the

resignation or removal of the retiring Indenture Trustee shall become

effective, and the successor Indenture Trustee shall have all the rights,

powers and duties of the retiring Indenture Trustee under the Basic

Documents.  The successor Indenture Trustee

shall mail a notice of its succession to Noteholders.  The retiring Indenture Trustee shall promptly transfer all

property held by it as Indenture Trustee to the successor Indenture Trustee.




 




If the Indenture Trustee fails to comply with Section

6.11, any Noteholder or the Insurer (for so long as it is the Controlling

Party) may petition any court of competent jurisdiction for the removal of the

Indenture Trustee and the appointment of a successor Indenture Trustee.




 




Notwithstanding the replacement of the Indenture

Trustee pursuant to this Section, the Issuer’s and the Master Servicer’s

obligations under Section 6.7 shall continue for the benefit of the retiring

Indenture Trustee.




 




SECTION 6.9                          Successor

Indenture Trustee by Merger.  If the

Indenture Trustee consolidates with, merges or converts into, or transfers all

or substantially all its corporate trust business or assets to, another

corporation or banking association, the resulting, surviving or transferee

entity without any further act shall be the successor Indenture Trustee; provided

that such corporation or banking association shall otherwise be eligible under

Section 6.11 hereof.  The Indenture

Trustee shall 




 




40





























 




provide the Rating Agencies and the Insurer with

written notice of any such transaction as soon as practical thereafter.




 




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 which it is anywhere in the Notes or in

this Indenture provided that the certificate of the Indenture Trustee shall

have.




 




SECTION 6.10                    Appointment

of Co-Indenture Trustee or Separate Indenture Trustee.




 




(a)                                  

Notwithstanding any other provisions of this Indenture, at any time, for the

purpose of meeting any legal requirement of any jurisdiction in which any part

of the Trust may at the time be located, the Indenture Trustee, with the

consent of the Insurer (for so long as it is the Controlling Party), shall have

the power and may execute and deliver all instruments to appoint one or more

Persons to act as a co-trustee or co-trustees, or separate trustee or separate

trustees, of all or any part of the Series Trust Estate, and to vest in such

Person or Persons, in such capacity and for the benefit of the Secured Parties,

such title to the Series Trust Estate, or any part hereof, and, subject to the

other provisions of this Section, such powers, duties, obligations, rights and

trusts as the Indenture Trustee may consider necessary or desirable.  No co-trustee or separate trustee hereunder

shall be required to meet the terms of eligibility as a successor trustee under

Section 6.11 and no notice to Noteholders of the appointment of any co-trustee

or separate trustee shall be required under Section 6.8 hereof.  The cost and expense of such co-trustee or

co-trustees, and/or separate trustee or separate trustees, shall be a cost and

expense of the Indenture Trustee pursuant to Section 3.03(a)(ii) of the Series

Supplement.




 




(b)                                 Every

separate trustee and co-trustee shall, to the extent permitted by law, be

appointed and act subject to the following provisions and conditions:




 




(i)                                              all

rights, powers, duties and obligations conferred or imposed upon the Indenture

Trustee shall be conferred or imposed upon and exercised or performed by the

Indenture Trustee and such separate trustee or co-trustee jointly (it being

understood that such separate trustee or co-trustee is not authorized to act

separately without the Indenture Trustee joining in such act), except to the

extent that under any law of any jurisdiction in which any particular act or

acts are to be performed the Indenture Trustee shall be incompetent or

unqualified to perform such act or acts, in which event such rights, powers, duties

and obligations (including the holding of title to the Trust or any portion

thereof in any such jurisdiction) shall be exercised and performed singly by

such separate trustee or co-trustee, but solely at the direction of the

Indenture Trustee;




 




41





























 




(ii)                                           no

trustee hereunder shall be personally liable by reason of any act or omission

of any other trustee hereunder, including acts or omissions of predecessor or

successor trustees; and




 




(iii)                                        the

Indenture Trustee may at any time accept the resignation of or remove any

separate trustee or co-trustee.




 




(c)                                  Any

notice, request or other writing given to the Indenture Trustee shall be deemed

to have been given to each separate trustee and co-trustee, as effectively as

if given to each of them.  Every

instrument appointing any separate trustee or co-trustee shall refer to this

Indenture and the conditions of this Article VI.  Each separate trustee and co-trustee, upon its acceptance of the

trusts conferred, shall be vested with the estates or property specified in its

instrument of appointment, either jointly with the Indenture Trustee or

separately, as may be provided therein, subject to all the provisions of this

Indenture, specifically including every provision of this Indenture relating to

the conduct of, affecting the liability of, or affording protection to, the

Indenture Trustee.  Every such

instrument shall be filed with the Indenture Trustee.




 




(d)                                 Any

separate trustee or co-trustee may at any time constitute the Indenture

Trustee, its agent or attorney-in-fact with full power and authority, to the

extent not prohibited by law, to do any lawful act under or in respect of this

Indenture on its behalf and in its name. 

If any separate trustee or co-trustee shall die, dissolve, become

insolvent, become incapable of acting, resign or be removed, all of its

estates, properties, rights, remedies and trusts shall vest in and be exercised

by the Indenture Trustee, to the extent permitted by law, without the appointment

of a new or successor trustee.




 




SECTION 6.11                            Eligibility:

Disqualification.  The Indenture

Trustee shall at all times:  satisfy TIA

§ 310(a), have a combined capital and surplus of at least $50,000,000 as

set forth in its most recent published annual report of condition, and have a

long-term debt rating of at least “BBB”, “Baa2” or equivalent rating from each

of the Rating Agencies.  The Indenture

Trustee shall comply with TIA § 310(b), including the optional provision

permitted by the second sentence of TIA § 310(b)(9); provided, however,

that there shall be excluded from the operation of TIA § 310(b)(1) any

indenture or indentures under which other securities of the Issuer are

outstanding if the requirements for such exclusion set forth in TIA

§ 310(b)(1) are met.




 




SECTION 6.12                            Preferential

Collection of Claims Against Issuer. 

The Indenture Trustee shall comply with TIA § 311(a), excluding any

creditor relationship listed in TIA § 311(b).  An Indenture Trustee who has resigned or been removed shall be subject

to TIA § 311(a) to the extent indicated.




 




SECTION 6.13                            Representations

and Warranties of the Indenture Trustee. 

The Indenture Trustee represents and warrants to the Issuer as follows:




 




(a)                                  Due

Organization.                    The

Indenture Trustee is a national banking association, duly organized, validly

existing and in good standing under the laws of the 




 




42





























 




United States and is duly authorized and licensed

under applicable law to conduct its business as presently conducted.




 




(b)                                 Corporate

Power.  The Indenture Trustee has

all requisite right, power and authority to execute and deliver this Indenture,

the Series Supplement and any other Related Document to which it is a party and

to perform all of its duties as the Indenture Trustee hereunder.




 




(c)                                  Due

Authorization.  The execution and

delivery by the Indenture Trustee of this Indenture, the Series Supplement and

any other Related Documents to which it is a party, and the performance by the

Indenture Trustee of its duties hereunder and thereunder, have been duly

authorized by all necessary corporate proceedings which are required for the

valid execution and delivery by the Indenture Trustee, or the performance by

the Indenture Trustee, of this Indenture, the Series Supplement and such other

Related Documents.




 




(d)                                 Valid

and Binding Indenture.  The

Indenture Trustee has duly executed and delivered this Indenture, the Series

Supplement and each other Related Document to which it is a party, and each of

this Indenture, the Series Supplement and each other Related Document

constitutes the legal, valid and binding obligation of the Indenture Trustee

enforceable against the Indenture Trustee in accordance with its terms, except

as (i) such enforceability may be limited by bankruptcy, insolvency,

reorganization and similar laws relating to or affecting the enforcement of

creditors’ rights generally and (ii) the availability of equitable remedies may

be limited by equitable principles of general applicability.




 




SECTION 6.14                            Waiver

of Setoffs.  The Indenture Trustee

hereby expressly waives any and all rights of setoff that the Indenture Trustee

may otherwise at any time have under applicable law with respect to any Trust

Account and agrees that amounts in the Trust Accounts shall at all times be

held and applied solely in accordance with the provisions hereof.




 




SECTION 6.15                            No

Consent to Certain Acts of Seller. 

The Seller shall not request that the Indenture Trustee consent to, nor

shall the Indenture Trustee consent to any action proposed to be taken by the

Seller pursuant to Article FIFTEENTH of the Seller’s Articles of Incorporation.




 




ARTICLE VII.




 




Noteholders’ Lists and Reports




 




SECTION 7.1                          Issuer

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

furnished to the Indenture Trustee with respect to each Series of Notes (a) not

more than five days after the earlier of (i) each Record Date with respect to

such Series and (ii) three months after the last Record Date, a list, in such

form as the Indenture Trustee may reasonably require, of the names and

addresses of the Holders with respect to such Series as of such Record 




 




43





























 




Date, (b) 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 10 days

prior to the time such list is furnished; provided, however, that

so long as the Indenture Trustee is the Note Registrar, no such list shall be

required to be furnished.




 




SECTION 7.2                                  Preservation

of Information; Communications to Noteholders.  The Indenture Trustee shall preserve, in as current a form as is

reasonably practicable, the names and addresses of the Holders contained in the

most recent list furnished to the Indenture Trustee as provided in Section 7.1

and the names and addresses of Holders received by the Indenture Trustee in its

capacity as Note Registrar.  The

Indenture Trustee may destroy any list furnished to it as provided in such

Section 7.1 upon receipt of a new list so furnished.




 




(a)                                  Noteholders

may communicate pursuant to TIA § 312(b) with other Noteholders with

respect to their rights under this Indenture or under the Notes.




 




(b)                                 The

Issuer, the Indenture Trustee and the Note Registrar shall have the protection

of TIA § 312(c).




 




SECTION 7.3                          Reports

by Issuer.




 




(a)                                  If

this Indenture is qualified under the TIA, the Issuer shall:




 




(i)                                              file

with the Indenture Trustee, within 15 days after the Issuer is required to file

the same with the Commission, copies of the annual reports and copies of the

information, documents and other reports (or copies of such portions of any of

the foregoing as the Commission may from time to time by rules and regulations

prescribe) which the Issuer may be required to file with the Commission

pursuant to Section 13 or 15(d) of the Exchange Act;




 




(ii)                                           file

with the Indenture Trustee and the Commission in accordance with rules and

regulations prescribed from time to time by the Commission such additional

information, documents and reports with respect to compliance by the Issuer

with the conditions and covenants of this Indenture as may be required from

time to time by such rules and regulations; and




 




(iii)                                        supply

to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to

all Noteholders described in TIA § 313(c)) such summaries of any

information, documents and reports required to be filed by the Issuer pursuant

to clauses (i) and (ii) of this Section 7.3(a) as may be required by rules and

regulations prescribed from time to time by the Commission.




 




(b)                                 Unless

the Issuer otherwise determines, the fiscal year of the Issuer shall end on

December 31 of each year.




 




(c)                                  The

Indenture Trustee shall not have any duty or obligation with respect to any

reports or other information delivered to it pursuant to this Section 7.3.




 




44





























 




SECTION 7.4                                  Reports

by Indenture Trustee.  If required

by TIA § 313(a), within 60 days after each March 31 beginning with March

31, 2004 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).




 




A copy of each report at the time of its mailing to

Noteholders shall be filed by the Indenture Trustee with the Commission and

each stock exchange, if any, on which the Notes are listed.  The Issuer shall notify the Indenture

Trustee if and when the Notes are listed on any stock exchange.




 




ARTICLE VIII.




 




Accounts, Disbursements and Releases




 




SECTION 8.1                                  Collection

of Money.  Except as otherwise

expressly provided herein, the Indenture Trustee may demand payment or delivery

of, and shall receive and collect, directly and without intervention or

assistance of any fiscal agent or other intermediary, all money and other

property payable to or receivable by the Indenture Trustee pursuant to this

Indenture and the Master Sale and Servicing Agreement.  The Indenture Trustee shall apply all such

money received by it as provided in this Indenture and the Series

Supplement.  Except as otherwise

expressly provided in this Indenture or in the Master Sale and Servicing

Agreement, if any default occurs in the making of any payment or performance

under any agreement or instrument that is part of the Series Trust Estate, the

Indenture Trustee may, with the consent of the Insurer (for so long as it is

the Controlling Party) and shall, at the direction of the Insurer (for so long

as it is the Controlling Party), take such action as may be appropriate to

enforce such payment or performance, including the institution and prosecution

of appropriate proceedings.  Any such action

shall be without prejudice to any right to claim a Default or Event of Default

under this Indenture and any right to proceed thereafter as provided in Article

V.




 




SECTION 8.2                          Release

of Series Trust Estate.




 




(a)                                  Subject

to the payment of its fees and expenses pursuant to Section 6.7, and to the

extent not covered by Section 8.2(b), the Indenture Trustee may, and when

required by the Issuer and the provisions of this Indenture shall, execute

instruments to release property from the lien of this Indenture, in a manner

and under circumstances that are not inconsistent with the provisions of this

Indenture.  No party relying upon an

instrument executed by the Indenture Trustee as provided in this Article VIII

shall be bound to ascertain the Indenture Trustee’s authority, inquire into the

satisfaction of any conditions precedent or see to the application of any

monies.




 




(b)                                 The

Indenture Trustee shall, at such time as there are no Notes Outstanding, the

Note Policy has terminated in accordance with its terms and all sums due the

Indenture Trustee pursuant to Section 6.7 and due the Insurer pursuant to the

Insurance Agreement and the Basic Documents have been paid, release any

remaining




 




45





























 




portion of the Series Trust Estate that secured the Notes from the lien

of this Indenture and release to the Issuer or any other Person entitled

thereto any funds then on deposit in the Trust Accounts.  The Indenture Trustee shall release property

from the lien of this Indenture pursuant to this Section 8.2(b) only upon

receipt of an Issuer Request accompanied by an Officer’s Certificate, an

Opinion of Counsel and (if required by the TIA) Independent Certificates in

accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable

requirements of Section 11.1.




 




SECTION 8.3                                  Opinion

of Counsel.  The Indenture Trustee shall receive

at least seven days’ notice when requested by the Issuer to take any action

pursuant to Section 8.2(a), accompanied by copies of any instruments involved,

and the Indenture Trustee shall also require as a condition to such action, an

Opinion of Counsel, stating the legal effect of any such action, outlining the

steps required to complete the same, and concluding that all conditions

precedent to the taking of such action have been complied with and such action

will not materially and adversely impair the security for the Notes or the

rights of the Secured Parties in contravention of the provisions of this

Indenture; provided, however, that such Opinion of Counsel shall

not be required to express an opinion as to the fair value of the Series Trust

Estate.  Counsel rendering any such

opinion may rely, without independent investigation, on the accuracy and

validity of any certificate or other instrument delivered to the Indenture

Trustee in connection with any such action.




 




ARTICLE IX.




 




Amendments; the Series Supplement




 




SECTION 9.1                          Amendments

Without Consent of Noteholders.




 




(a)                                  Except

as otherwise provided in the Series Supplement, without the consent of the

Holders of any Notes but with the prior written consent of the Insurer (for so

long as the Insurer is the Controlling Party) and with prior written notice to

the Rating Agencies, as evidenced to the Indenture Trustee and the Issuer, when

authorized by an Issuer Order, at any time and from time to time, the parties

hereto may enter into one or more amendments hereto, in form satisfactory to

the Indenture Trustee and the Insurer (for so long as it is the Controlling

Party), for any of the following purposes:




 




(i)                                              to

correct or amplify the description of any property at any time subject to the

lien of this Indenture, or better to assure, convey and confirm unto the

Indenture Trustee any property subject or required to be subjected to the lien

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

property;




 




(ii)                                           to

evidence the succession, in compliance with the applicable provisions hereof,

of another person to the Issuer, and the assumption by any such successor of

the covenants of the Issuer herein and in the Notes contained;




 




46





























 




(iii)                                        to

add to the covenants of the Issuer, for the benefit of the Holders of the

Notes, or to surrender any right or power herein conferred upon the Issuer;




 




(iv)                                       to

convey, transfer, assign, mortgage or pledge any property to or with the

Indenture Trustee;




 




(v)                                          to

cure any ambiguity, to correct or supplement any provision herein or in the

Series Supplement which may be inconsistent with any other provision herein or

in the Series Supplement or to make any other provisions with respect to

matters or questions arising under this Indenture or in the Series Supplement; provided

that such action shall not, as evidenced by an Opinion of Counsel, adversely

affect the interests of the Holders of the Notes or the Insurer;




 




(vi)                                       to

evidence and provide for the acceptance of the appointment hereunder by a

successor trustee with respect to the Notes and to add to or change any of the

provisions of this Indenture as shall be necessary to facilitate the

administration of the trusts hereunder by more than one trustee, pursuant to

the requirements of Article VI; or




 




(vii)                                    to

modify, eliminate or add to the provisions of this Indenture to such extent as

shall be necessary to effect the qualification of this Indenture under the TIA

or under any similar federal statute hereafter enacted and to add to this

Indenture such other provisions as may be expressly required by the TIA.




 




The Indenture Trustee is hereby authorized to join in

the execution of any amendment and to make any further appropriate agreements

and stipulations that may be therein contained.




 




(b)                                 Except

as otherwise provided in the Series Supplement, the Issuer 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 the prior written consent of the

Insurer (for so long as it is the Controlling Party) and with prior written

notice to the Rating Agencies by the Issuer, as evidenced to the Indenture

Trustee, enter into an amendment hereto in form satisfactory to the Insurer

(for so long as it is the Controlling Party) 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 or the Insurer.




 




SECTION 9.2                                  Amendments

With Consent of Noteholders.  Except

as otherwise provided in the Series Supplement, the Issuer and the Indenture

Trustee, when authorized by an Issuer Order provided by the Master Servicer,

also may, with prior written notice to the Rating Agencies and with the consent

of the Insurer (for so long as it is the Controlling Party) and the Holders of

not less than a majority of the Outstanding Amount of each Class of Notes

affected thereby, by Act of such Holders delivered to the 




 




47





























 




Issuer and the

Indenture Trustee, enter into an amendment hereto for the purpose of adding any

provisions to, or changing in any manner or eliminating any of the provisions

of, this Indenture or of modifying in any manner the rights of the Holders of

the Notes under this Indenture; provided, however, that if the

Controlling Party is not the Insurer, no such amendment shall adversely affect

the interests of the Insurer; and provided, further that no such

amendment shall, without the consent of the Holder of each Outstanding Note

affected thereby:




 




(i)                                     change

the date of payment of any installment of principal of or interest on any Note,

or reduce the principal amount thereof, the interest rate thereon, change the

provision of this Indenture relating to the application of collections on, or

the proceeds of the sale of, the Series Trust Estate to payment of principal of

or interest on the Notes, or change any place of payment where, or the coin or

currency in which, any Note or the interest thereon is payable;




 




(ii)                                  impair

the right to institute suit for the enforcement of the provisions of this

Indenture requiring the application of funds available therefor, as provided in

Article V, to the payment of any such amount due on the Notes on or after the

respective due dates thereof;




 




(iii)                               reduce the percentage of

the Outstanding Amount of the Notes, the consent of the Holders of which is

required for any such Series Supplement, or the consent of the Holders of which

is required for any waiver of compliance with certain provisions of this

Indenture or certain defaults hereunder and their consequences provided for in

this Indenture;




 




(iv)                              modify

or alter the provisions of the proviso to the definition of the term

“Outstanding”;




 




(v)                                 reduce

the percentage of the Outstanding Amount of the Notes required to direct the

Indenture Trustee to direct the Issuer to sell or liquidate the Series Trust

Estate pursuant to Section 4.03 of the Series Supplement;




 




(vi)                              modify

any provision of this Section except to increase any percentage specified

herein or to provide that certain additional provisions of this Indenture or

the Basic Documents cannot be modified or waived without the consent of the

Holder of each Outstanding Note affected thereby;




 




(vii)                           modify any of the provisions

of this Indenture in such manner as to affect the calculation of the amount of

any payment of interest or principal due on any Note on any Distribution Date

(including the calculation of any of the individual components of such

calculation) or to affect the rights of the Holders of Notes to the benefit of

any provisions for the mandatory redemption of the Notes contained in the

Series Supplement; or




 




(viii)                        permit the creation of any lien

ranking prior to or on a parity with the lien of this Indenture with respect to

any part of the Series Trust Estate or, 




 




48





























 




except as otherwise permitted or contemplated herein

or in the Series Supplement or the Related Documents, terminate the lien of

this Indenture on any property at any time subject hereto or deprive the Holder

of any Note of the security provided by the lien of this Indenture.




 




It shall not be necessary for any Act of Noteholders

under this Section to approve the particular form of any proposed amendment,

but it shall be sufficient if such Act shall approve the substance thereof.




 




Promptly after the execution by the Issuer and the

Indenture Trustee of any amendment pursuant to this Section, the Indenture

Trustee shall mail to the Holders of the Notes to which such amendment relates

a notice setting forth in general terms the substance of such amendment.  Any failure of the Indenture Trustee to mail

such notice, or any defect therein, shall not, however, in any way impair or

affect the validity of any such amendment.




 




Prior to the execution of any amendment to this

Indenture, the Indenture Trustee shall be entitled to receive and rely upon an

Opinion of Counsel stating that the execution of such amendment is authorized

or permitted by this Indenture.  The

Indenture Trustee may, but shall not be obligated to, enter into any such

amendment which affects the Indenture Trustee’s own rights, duties or

immunities under this Indenture.




 




SECTION 9.3                          Series

Supplement Authorizing the Notes.




 




(a)                                  The

Notes issued hereunder shall be issued pursuant to the Series Supplement, which

shall set forth the terms and provisions of the Notes.




 




(b)                                 Amendments

to the Series Supplement shall be governed by the provisions of  the Series Supplement.




 




SECTION 9.4                                  Execution

of the Series Supplement.  The

Indenture Trustee shall be entitled to receive, and subject to Sections 6.1 and

6.2, shall be fully protected in relying upon, an Opinion of Counsel (and, if

requested, an Officer’s Certificate) stating that the execution of the Series

Supplement is authorized or permitted by this Indenture.




 




SECTION 9.5                                  Effect

of Series Supplement.  Upon the

execution of the Series Supplement or any amendment pursuant to the provisions

of the Series Supplement or hereof, this Indenture shall be and be deemed to be

modified and amended in accordance therewith with respect to the Notes affected

thereby, and the respective rights, limitations of rights, obligations, duties,

liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer

and the Holders of the Notes shall thereafter be determined, exercised and

enforced hereunder subject in all respects to such modifications and

amendments, and all the terms and conditions of the Series Supplement or any

amendment shall be and be deemed to be part of the terms and conditions of this

Indenture for any and all purposes.




 




49





























 




SECTION 9.6                                  Conformity

With Trust Indenture Act.  Every

amendment of this Indenture and the Series Supplement executed pursuant to this

Article IX shall conform to the requirements of the Trust Indenture Act as then

in effect so long as this Indenture shall then be qualified under the Trust

Indenture Act.




 




SECTION 9.7                                  Reference

in Notes to the Series Supplement. 

Notes authenticated and delivered after the execution of the Series

Supplement pursuant to this Article IX may, and if required by the Issuer

shall, bear a notation as to any matter provided for in the Series

Supplement.  If the Issuer shall so

determine, new Notes so modified as to conform, in the opinion of the Issuer,

to the Series Supplement may be prepared and executed by the Issuer and

authenticated and delivered by the Indenture Trustee in exchange for

Outstanding Notes.




 




ARTICLE X.




 




SECTION 10.1                            Note

Insurer’s Rights Regarding Actions, Proceedings or Investigations.




 




(a)                                  In

connection with any action, proceeding or investigation against or with respect

to the Issuer, for so long as the Insurer is the Controlling Party the

Indenture Trustee and the Issuer hereby agree to cooperate with, and to take

such action as directed in writing by, the Insurer, including, without

limitation, entering into such agreements and settlements as the Insurer shall

direct in writing, in its sole discretion, without the consent of any other

Person.  Notwithstanding any other

provision herein or in any of the other Basic Documents, the Indenture Trustee

shall not require any bond or indemnification from any Person for taking of any

action at the direction of the Insurer given at a time when the Insurer is the

Controlling Party, and the Indenture Trustee shall not be liable to the Issuer

or the Insurer for any such action that conforms to the direction of the

Insurer given at a time when the Insurer is the Controlling Party.  The Indenture Trustee’s reasonable

out-of-pocket costs and expenses (including attorneys’ fees and expenses) with

respect to any such action shall be reimbursed pursuant to Section 3.03(a) of

the Series Supplement.




 




(b)                                 The

Issuer and the Indenture Trustee hereby agree to provide to the Insurer prompt

written notice of any action, proceeding or investigation that names the Issuer

or the Indenture Trustee as a party or that involves the Issuer or the Series

Trust Estate or the rights or obligations of the Insurer under the Related

Documents or under the Note Policy, including, without limitation, any

insolvency or bankruptcy proceeding in respect of the Issuer.




 




(c)                                  Notwithstanding

anything contained herein or in any of the other Basic Documents to the

contrary, the Issuer and the Indenture Trustee shall not, without the Insurer’s

prior written consent so long as the Insurer is the Controlling Party, which

consent shall not be unreasonably withheld, or unless directed by the Insurer

in writing so long as the Insurer is the Controlling Party, undertake or join

any litigation or agree to any settlement of any action, proceeding or

investigation affecting the Series Trust Estate




 




50





























 




or the Issuer or the rights or obligations of the Insurer under the

Basic Documents or under the Note Policy.




 




(d)                                 The

Insurer shall have such rights as set forth in this Section, which are in

addition to any rights of the Insurer pursuant to the other provisions of the

Basic Documents and the rights set forth in this Section may be exercised by

the Insurer so long as the Insurer is the Controlling Party, in its sole

discretion, without the need for the consent or approval of the Issuer, the

Indenture Trustee or any other Person, notwithstanding any other provision

contained herein or in any of the other Basic Documents.  Nothing contained in this Section shall be

deemed to create or constitute an obligation of the Insurer to exercise any of

the rights provided for herein.




 




ARTICLE XI.




 




Miscellaneous




 




SECTION 11.1                            Compliance

Certificates and Opinions, etc.




 




(a)                                  Upon

any application or request by the Issuer to the Indenture Trustee to take any

action under any provision of this Indenture or the Series Supplement, 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

or the Series Supplement relating to the proposed action have been complied

with, (ii) an Opinion of Counsel stating that in the opinion of such counsel

all such conditions precedent, if any, have been complied with and (iii) (if

required by the TIA) an Independent Certificate from a firm of certified public

accountants meeting the applicable requirements of this Section, except that,

in the case of any such application or request as to which the furnishing of

such documents is specifically required by any provision of this Indenture or

the Series Supplement, no additional certificate or opinion need be furnished.




 




Every certificate or opinion with respect to

compliance with a condition or covenant provided for in this Indenture or the

Series Supplement shall include:




 




(i)                                              a

statement that each signatory of such certificate or opinion has read or has

caused to be read such covenant or condition and the definitions herein

relating thereto;




 




(ii)                                           a

brief statement as to the nature and scope of the examination or investigation

upon which the statements or opinions contained in such certificate or opinion

are based;




 




(iii)                                        a

statement that, in the opinion of each such signatory, such signatory has made

such examination or investigation as is necessary to enable such signatory to

express an informed opinion as to whether or not such covenant or condition has

been complied with; and




 




(iv)                                       a

statement as to whether, in the opinion of each such signatory such condition

or covenant has been complied with.




 




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(b)                                                 (i)  Prior to the deposit of any 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 and

the Series Supplement, the Issuer shall, in addition to any obligation imposed

in Section 11.1(a) or elsewhere in this Indenture or the Series Supplement,

furnish to the Indenture Trustee an Officer’s Certificate certifying or stating

the opinion of each person signing such certificate as to the fair value

(within 90 days of such deposit) to the Issuer of the property or securities to

be so deposited.




 




(ii)                                           Whenever

the Issuer is required to furnish to the Indenture Trustee an Officer’s

Certificate certifying or stating the opinion of any signer thereof as to the

matters described in clause (i) above, the Issuer shall also deliver to the

Indenture Trustee an Independent Certificate as to the same matters, if the

fair value to the Issuer of the securities to be so deposited and of all other

such securities made the basis of any such withdrawal or release since the

commencement of then-current fiscal year of the Issuer, as set forth in the

certificates delivered pursuant to clause (i) above and this clause (ii), is

10% or more of the Outstanding Amount of the Notes; provided, that such

a certificate need not be furnished with respect to any securities so

deposited, if the fair value thereof to the Issuer as set forth in the related

Officer’s Certificate is less than $25,000 or less than 1% percent of the

Outstanding Amount of the Notes.




 




(iii)                                        Other

than with respect to the release of any Repurchased Receivables or Liquidated

Receivables (as such terms are defined in the Master Sale and Servicing

Agreement), whenever any property or securities are to be released from the

lien of this Indenture and the Series Supplement, the Issuer shall also furnish

to the Indenture Trustee an Officer’s Certificate certifying or stating the

opinion of each person signing such certificate as to the fair value (within 90

days of such release) of the property or securities proposed to be released and

stating that in the opinion of such person the proposed release will not impair

the security under this Indenture and the Series Supplement in contravention of

the provisions hereof.




 




(iv)                                       Whenever

the Issuer is required to furnish to the Indenture Trustee an Officer’s

Certificate certifying or stating the opinion of any signer thereof as to the

matters described in clause (i) above, the Issuer shall also furnish to the

Indenture Trustee an Independent Certificate as to the same matters if the fair

value of the property or securities and of all other property other than

Repurchased Receivables and Defaulted Receivables (as such terms are defined in

the Master Sale and Servicing Agreement), or securities released from the lien

of this Indenture since the commencement of then current calendar year, as set

forth in the certificates required by clause (ii) above and this clause (iv),

equals 10% or more of the Outstanding Amount of the Notes; provided,

that such certificate need not be furnished in the case of any release of

property or securities if the fair value thereof as set forth in the related

Officer’s Certificate is less than $25,000 or less than 1 percent of then

Outstanding Amount of the Notes.




 




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(v)                                          Notwithstanding

any other provision of this Section, the Issuer may (A) collect, liquidate,

sell or otherwise dispose of Receivables as and to the extent permitted or

required by the Basic Documents and (B) make cash payments out of the Trust

Accounts as and to the extent permitted or required by the Basic Documents.




 




SECTION 11.2                            Form

of Documents Delivered to Indenture Trustee.  In any case where several matters are required to be certified

by, or covered by an opinion of, any specified Person, it is not necessary that

all such matters be certified by, or covered by the opinion of, only one such

Person, or that they be so certified or covered by only one document, but one

such Person may certify or give an opinion with respect to some matters and one

or more other such Persons as to other matters, and any such Person may certify

or give an opinion as to such matters in one or several documents.




 




Any certificate or opinion of an Authorized Officer of

the Issuer may be based, insofar as it relates to legal matters, upon a

certificate or opinion of, or representations by, counsel, unless such officer

knows, or in the exercise of reasonable care should know, that the certificate

or opinion or representations with respect to the matters upon which his or her

certificate or opinion is based are erroneous. 

Any such certificate of an Authorized Officer or Opinion of Counsel may

be based, insofar as it relates to factual matters, upon a certificate or

opinion of, or representations by, an officer or officers of the Master

Servicer, the Seller or the Issuer, stating that the information with respect

to such factual matters is in the possession of the Master Servicer, the Seller

or the Issuer, unless such counsel knows, or in the exercise of reasonable care

should know, that the certificate or opinion or representations with respect to

such matters are erroneous.




 




Where any Person is required to make, give or execute

two or more applications, requests, consents, certificates, statements,

opinions or other instruments under this Indenture, they may, but need not, be

consolidated and form one instrument.




 




Whenever in this Indenture or the Series Supplement,

in connection with any application or certificate or report to the Indenture

Trustee, it is provided that the Issuer shall deliver any document as a

condition of the granting of such application, or as evidence of the Issuer’s

compliance with any term hereof, it is intended that the truth and accuracy, at

the time of the granting of such application or at the effective date of such

certificate or report (as the case may be), of the facts and opinions stated in

such document shall in such case be conditions precedent to the right of the

Issuer to have such application granted or to the sufficiency of such

certificate or report.  The foregoing

shall not, however, be construed to affect the Indenture Trustee’s right to

conclusively rely upon the truth and accuracy of any statement or opinion

contained in any such document as provided in Article VI.




 




SECTION 11.3                            Acts

of Noteholders.




 




(a)                                  Any

request, demand, authorization, direction, notice, consent, waiver or other

action provided by this Indenture to be given or taken by Noteholders




 




53





























 




may be embodied in and evidenced by one or more instruments of substantially

similar tenor signed by such Noteholders in person or by agents duly appointed

in writing; and except as herein otherwise expressly provided such action shall

become effective when such instrument or instruments are delivered to the

Indenture Trustee, and, where it is hereby expressly required, to the

Issuer.  Such instrument or instruments

(and the action embodied therein and evidenced thereby) are herein sometimes

referred to as the “Act” of the Noteholders signing such instrument or

instruments.  Proof of execution of any

such instrument or of a writing appointing any such agent shall be sufficient

for any purpose of this Indenture and (subject to Section 6.1) conclusive in

favor of the Indenture Trustee and the Issuer, if made in the manner provided

in this Section.




 




(b)                                 The

fact and date of the execution by any person of any such instrument or writing

may be proved in any customary manner of the Indenture Trustee.




 




(c)                                  The

ownership of Notes shall be proved by the Note Register.




 




(d)                                 Any

request, demand, authorization, direction, notice, consent, waiver or other

action by the Holder of any Notes shall bind the Holder of every Note issued

upon the registration thereof or in exchange therefor or in lieu thereof, in

respect of anything done, omitted or suffered to be done by the Indenture

Trustee or the Issuer in reliance thereon, whether or not notation of such

action is made upon such Note.




 




SECTION 11.4                            Notices,

etc., to Indenture Trustee, Issuer and Rating Agencies.  Any request, demand, authorization,

direction, notice, consent, waiver or Act of Noteholders or other documents

provided or permitted by this Indenture or the Series Supplement to be made

upon, given or furnished to or filed with:




 




(a)                                  The

Indenture Trustee by any Noteholder or by the Issuer shall be sufficient for

every purpose hereunder if personally delivered, delivered by overnight courier

or mailed first-class and shall be deemed to have been duly given upon receipt

to the Indenture Trustee at its Corporate Trust Office, or




 




(b)                                 The

Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for

every purpose hereunder if personally delivered, delivered by facsimile or

overnight courier or mailed first class, and shall be deemed to have been duly

given upon receipt to the Issuer addressed to: 

Household Automotive Trust 2003-1, in care of the Owner Trustee at its

Corporate Trust Office, or at any other address previously furnished in writing

to the Indenture Trustee by the Issuer. 

The Issuer shall promptly transmit any notice received by it from the

Noteholders to the Indenture Trustee.




 




Notices required to be given to the Rating Agencies by

the Issuer, the Indenture Trustee or the Owner Trustee shall be in writing,

personally delivered, delivered by overnight courier or first class or via

facsimile to (i) in the case of Moody’s, at the following address: Moody’s

Investors Service, Inc., 99 Church Street, New York, New York 10004, Fax

No:  (212) 553-0355, (ii) in the case of

S&P, at the following address: Standard & Poor’s Ratings Group, 55

Water Street, New York, New York 10041, Attention: Asset Backed Surveillance

Department, Fax No:  (212) 438-2649 and 




 




54





























 




(iii) in the case of Fitch, Inc., at the following

address: One State Street Plaza, New York, New York 10004, Fax No. (212)

480-4438; or as to each of the foregoing, at such other address as shall be

designated by written notice to the other parties.




 




SECTION 11.5                    Notices

to Noteholders; Waiver.  Where this

Indenture or the Series Supplement provides for notice to Noteholders of any

event, such notice shall be sufficiently given (unless otherwise herein

expressly provided) if in writing and mailed, first-class, postage prepaid to

each Noteholder affected by such event, at his address as it appears on the

Note Register, not later than the latest date, and not earlier than the

earliest date, prescribed for the giving of such notice.  In any case where notice to Noteholders is

given by mail, neither the failure to mail such notice nor any defect in any

notice so mailed to any particular Noteholder shall affect the sufficiency of

such notice with respect to other Noteholders, and any notice that is mailed in

the manner herein provided shall conclusively be presumed to have been duly

given.




 




Where this Indenture or the Series Supplement provides

for notice in any manner, such notice may be waived in writing by any Person

entitled to receive such notice, either before or after the event, and such

waiver shall be the equivalent of such notice. 

Waivers of notice by Noteholders shall be filed with the Indenture

Trustee but such filing shall not be a condition precedent to the validity of

any action taken in reliance upon such a waiver.




 




In case, by reason of the suspension of regular mail

service as a result of a strike, work stoppage or similar activity, it shall be

impractical to mail notice of any event to Noteholders when such notice is

required to be given pursuant to any provision of this Indenture, then any

manner of giving such notice as shall be satisfactory to the Indenture Trustee

shall be deemed to be a sufficient giving of such notice.




 




Where this Indenture or the Series Supplement provides

for notice to the Rating Agencies, failure to give such notice shall not affect

any other rights or obligations created hereunder, and shall not under any

circumstance constitute a Default or Event of Default.




 




SECTION 11.6                            Alternate

Payment and Notice Provisions. 

Notwithstanding any provision of this Indenture, the Series Supplement  or any of the Notes to the contrary, the

Issuer may enter into any agreement with any Holder of a Note providing for a

method of payment, or notice by the Indenture Trustee or any Note Paying Agent

to such Holder, that is different from the methods provided for in this

Indenture or the Series Supplement for such payments or notices, provided that

such methods are reasonable and consented to by the Indenture Trustee and the

Insurer (for so long as it is the Controlling Party) (which consent, in each case,

shall not be unreasonably withheld). 

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.  Any additional costs and expenses incurred by the Indenture

Trustee pursuant to this Section shall be a cost and expense of the Indenture

Trustee pursuant to Section 3.03(a)(ii) of the Series Supplement.




 




55





























 




SECTION 11.7                            Conflict

with Trust Indenture Act.  If this

Indenture is qualified under the Trust Indenture Act and 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.




 




The provisions of TIA §§ 310 through 317 that

impose duties on any person (including the provisions automatically deemed

included herein unless expressly excluded by this Indenture) are a part of and

govern this Indenture, whether or not physically contained herein.




 




SECTION 11.8                            Effect

of Headings and Table of Contents. 

The Article and Section headings herein and the Table of Contents are

for convenience only and shall not affect the construction hereof.




 




SECTION 11.9                            Successors

and Assigns.  All covenants and

agreements in this Indenture and the Notes by the Issuer shall bind its

successors and assigns, whether so expressed or not.  All agreements of the Indenture Trustee in this Indenture, the

Series Supplement shall bind its successors. 

All agreements of the Master Servicer in this Indenture or the Series

Supplement shall bind its successors and assigns.




 




SECTION 11.10                      Separability.  In case any provision in this Indenture or

in the Notes shall be invalid, illegal or unenforceable, the validity,

legality, and enforceability of the remaining provisions shall not in any way

be affected or impaired thereby.




 




SECTION 11.11                      Benefits

of Indenture.  Nothing in this

Indenture or the Series Supplement or in the Notes, express or implied, shall

give to any Person, other than the parties hereto and their successors

hereunder and the Insurer and its successors, and the Noteholders, and any

other party secured hereunder, and any other person with an ownership interest

in any part of the Series Trust Estate, any benefit or any legal or equitable

right, remedy or claim under this Indenture. 

The parties hereto agree that the Insurer is a third-party beneficiary hereof

and the Insurer shall be entitled to rely upon and directly enforce the

provisions of this Indenture for so long as the Insurer is the Controlling

Party; provided that nothing herein shall affect or limit the Insurer’s

rights as subrogee to the Noteholders.




 




SECTION 11.12                      Legal

Holidays.  In any case where the

date on which any payment is due shall not be a Business Day, then

(notwithstanding any other provision of the Notes, this Indenture or the Series

Supplement) payment need not be made on such date, but may be made on the next

succeeding Business Day with the same force and effect as if made on the date

an which nominally due, and no interest shall accrue for the period from and

after any such nominal date.




 




SECTION 11.13                      GOVERNING

LAW.  THIS INDENTURE SHALL BE

CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT

REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS WHICH WOULD REQUIRE THE

APPLICATION OF THE LAWS OF ANY OTHER 




 




56





























 




JURISDICTION, AND

THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE

DETERMINED IN ACCORDANCE WITH SUCH LAWS.




 




SECTION 11.14                      Counterparts.  This Indenture may be executed in any number

of counterparts, each of which so executed shall be deemed to be an original,

but all such counterparts shall together constitute but one and the same

instrument.




 




SECTION 11.15                      Recording

of Indenture.  If this Indenture or

the Series Supplement is subject to recording in any appropriate public

recording offices, such recording is to be effected by the Issuer and at its

expense accompanied by an Opinion of Counsel (which may be counsel to the Trust

or any other counsel reasonably acceptable to the Indenture Trustee) to the

effect that such recording is necessary either for the protection of the

Noteholders or any other person secured hereunder or for the enforcement of any

right or remedy granted to the Indenture Trustee under this Indenture or the

Series Supplement.




 




SECTION 11.16                      Trust

Obligation.  No recourse may be

taken, directly or indirectly, with respect to the obligations of the Issuer,

the Seller, the Master Servicer, the Owner Trustee or the Indenture Trustee on

the Notes or under this Indenture or the Series Supplement or any certificate

or other writing delivered in connection herewith or therewith, against (i) the

Seller, the Master Servicer, 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 Seller, the Master Servicer, the Indenture Trustee or the Owner

Trustee in its individual capacity, any holder of a beneficial interest in the

Issuer, the Seller, the Master Servicer, the Owner Trustee or the Indenture

Trustee or of any successor or assign of the Seller, the Master Servicer, 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 owner or beneficiary shall be

fully liable, to the extent provided by applicable law, for any unpaid

consideration for stock, unpaid capital contribution or failure to pay any

installment or call owing to such entity. For all purposes of this Indenture,

in the performance of any duties or obligations of the Issuer hereunder, the

Owner Trustee shall be subject to, and entitled to the benefits of, the terms

and provisions of Articles VI, VII, and VIII of the Trust Agreement.




 




SECTION 11.17                      No

Petition.  The Indenture Trustee, by

entering into this Indenture, and each Noteholder, by accepting a Note, hereby

covenant and agree that they will not at any time institute against the Seller,

or the Issuer, or join in, cooperate with or encourage others in connection

with the institution against the Seller, or the Issuer of, any bankruptcy,

reorganization, arrangement, insolvency or liquidation proceedings, or other

proceedings under any United States Federal or state bankruptcy or similar law

in connection with any obligations relating to the Notes, this Indenture or any

of the Basic Documents or any of the Related Documents.




 




57





























 




SECTION 11.18                      Limited Recourse.




 




(a)                                  Notwithstanding

anything in the Related Documents to the contrary, the Notes constitute limited

recourse obligations of the Issuer and are limited in recourse to the Series

Trust Estate.  The Indenture Trustee, by

entering into this Indenture and the Series Supplement, and each Noteholder

agree that recourse for the Notes is limited to the Series Trust Estate and, if

the Series Trust Estate shall prove to be insufficient to pay amounts due under

the Notes, the Noteholders shall have no claim against the assets of the Issuer

or the Seller other than the Series Trust Estate.




 




(b)                                 If,

notwithstanding paragraph (a) above, the Noteholders are deemed to have any

interest in any asset of the Seller other than the Seller’s interest in the

Series Trust Estate, including any interest in assets of the Seller pledged to

secure debt obligations of the Seller other than the Notes, the Indenture

Trustee, by entering into this Indenture and the Series Supplement, and each

Noteholder agree that any such interest is subordinate to the claims of the

holders of any such debt obligations, and the Noteholders shall have no rights

in such assets until such other debt obligations are indefeasibly paid in

full.  The agreement of the Indenture

Trustee and the Noteholders pursuant to this Section 11.18(b) is intended to

constitute a subordination agreement for the purposes of Section 510(a) of the

Bankruptcy Code.




 




SECTION 11.19                      Inspection.  The Issuer agrees that, on reasonable prior

notice, it will permit any representative of the Indenture Trustee, during the

Issuer’s normal business hours, to examine all the books of account, records,

reports, and other papers of the Issuer, to make copies and extracts therefrom,

to cause such books to be audited by independent certified public accountants,

and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s

officers, employees, and independent certified public accountants, all at such

reasonable times and as often as may be reasonably requested.  The Indenture Trustee shall and shall cause

its representatives to hold in confidence all such information except to the

extent disclosure may be required by law (and all reasonable applications for

confidential treatment are unavailing) and except to the extent that the Indenture

Trustee may reasonably determine that such disclosure is consistent with its

Obligations hereunder.




 




SECTION 11.20                      Limitation

of Liability.  It is expressly

understood and agreed by the parties hereto that (a) this Indenture is executed

and delivered by the Owner Trustee, not individually or personally but solely

as Owner Trustee of the Issuer under the Trust Agreement, in the exercise of

the powers and authority conferred and vested in it, (b) each of the

representations, undertakings and agreements herein made on the part of the

Issuer is made and intended not as personal representations, undertakings and

agreements by the Owner Trustee but is made and intended for the purpose of

binding only the Issuer, (c) nothing herein contained shall be construed as

creating any liability on the Owner Trustee individually or personally, to

perform any covenant either expressed or implied contained herein, all such

liability, if any, being expressly waived by the parties to this Indenture and

by any person claiming by, through or under them and (d) under no circumstances

shall the Owner Trustee be personally liable for the payment of any

indebtedness or expenses of the Issuer or be liable for the breach or failure

of any 




 




58





























 




obligation,

representation, warranty or covenant made or undertaking by the Issuer under

this Indenture or any related documents.




 




[Signature Page Follows]




 




59





























 




IN WITNESS WHEREOF, the Issuer and the Indenture

Trustee have caused this Indenture to be duly executed by their respective

officers, hereunto duly authorized, all as of the day and year first above

written.




 




	

   


  	

  HOUSEHOLD

  AUTOMOTIVE TRUST 2003-1


  
	

   


  	

   


  
	

   


  	

  By:


  	

  WILMINGTON

  TRUST COMPANY, not


  in its individual capacity but solely as


  Owner Trustee


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Anita E. Dallago


  	

   


  
	

   


  	

   


  	

  Name:


  	

  Anita E. Dallago


  
	

   


  	

   


  	

  Title:


  	

  Senior Financial Services Officer


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  U.S. BANK NATIONAL ASSOCIATION,


  
	

   


  	

  not in its individual capacity but solely as


  Indenture Trustee


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/ Patricia M. Child


  	

   


  
	

   


  	

   


  	

  Name:


  	

  Patricia M. Child


  
	

   


  	

   


  	

  Title:


  	

  Vice President


  
							





 




60





























 




Exhibit A




 




FORM OF TRANSFEREE CERTIFICATE




 




Pursuant to Section 2.4 of the Indenture dated as of

May 29, 2003 between Household Automotive Trust 2003-1 and U.S. Bank National

Association,

                         

(the “Transferee”) hereby certifies on the date hereof that either (check

appropriate certification):




 




       (i) the

Transferee is not (A) an employee benefit plan (within the meaning of Section

3(3) of the Employee Retirement Income Security Act of 1974, as amended

(“ERISA”)) that is subject to Title I of ERISA or (B) a plan (within the

meaning of Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended

(the “Code”)) that is subject to Section 4975 of the Code (each of the

foregoing, a “Plan”), and is not acting on behalf of or investing the assets of

a Plan; or




 




       (ii) that

the Transferee’s acquisition and continued holding of the Definitive Note will

be covered by a prohibited transaction class exemption issued by the U.S.

Department of Labor.




 




	

   


  	

   


  	

   


  	

   


  	

  By:


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

  [Name of Transferee]


  





 




61