ex10-2.htm


     

    Exhibit
      10.2

     

    EXECUTION
      COPY



    


     

    CHASE
      ISSUANCE TRUST

     

     

    as
      Issuing Entity

     

     

    and

     

     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION

     

     

    as
      Indenture Trustee

     

     

    ____________________

     

     

    THIRD
      AMENDED AND RESTATED

     

     

    INDENTURE

     

     

    dated
      as of December 19, 2007

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    TABLE
      OF CONTENTS

     

     

    Page

    


    
      	
              ARTICLE
                I

            
	 	 	 
	
              DEFINITIONS
                AND OTHER PROVISIONS OF GENERAL APPLICATION

            
	 	 	 
	
              Section
                1.01

            	
              Definitions

            	
              3

            
	
              Section
                1.02

            	
              Compliance
                Certificates and Opinions

            	
              20

            
	
              Section
                1.03

            	
              Form
                of Documents Delivered to Indenture Trustee

            	
              21

            
	
              Section
                1.04

            	
              Acts
                of Noteholders.

            	
              22

            
	
              Section
                1.05

            	
              Notices,
                etc., to Indenture Trustee and Issuing Entity

            	
              24

            
	
              Section
                1.06

            	
              Notices
                to Noteholders; Waiver.

            	
              25

            
	
              Section
                1.07

            	
              Conflict
                with Trust Indenture Act

            	
              26

            
	
              Section
                1.08

            	
              Effect
                of Headings and Table of Contents

            	
              26

            
	
              Section
                1.09

            	
              Successors
                and Assigns

            	
              26

            
	
              Section
                1.10

            	
              Separability

            	
              26

            
	
              Section
                1.11

            	
              Benefits
                of Indenture

            	
              26

            
	
              Section
                1.12

            	
              Governing
                Law

            	
              26

            
	
              Section
                1.13

            	
              Counterparts

            	
              26

            
	
              Section
                1.14

            	
              Indenture
                Referred to in the Trust Agreement

            	
              26

            
	
              Section
                1.15

            	
              Legal
                Holidays

            	
              26

            
	 	 	 
	
              ARTICLE
                II

            
	 	 	 
	
              NOTE
                FORMS

            
	 	 	 
	
              Section
                2.01

            	
              Forms
                Generally

            	
              28

            
	
              Section
                2.02

            	
              Forms
                of Notes

            	
              28

            
	
              Section
                2.03

            	
              Form
                of Indenture Trustee’s Certificate of Authentication

            	
              28

            
	
              Section
                2.04

            	
              Notes
                Issuable in the Form of a Global Note.

            	
              29

            
	
              Section
                2.05

            	
              Temporary
                Global Notes and Permanent Global Notes.

            	
              31

            
	
              Section
                2.06

            	
              Beneficial
                Ownership of Global Notes

            	
              33

            
	
              Section
                2.07

            	
              Notices
                to Depository

            	
              33

            
	 	 	 
	
              ARTICLE
                III

            
	 	 	 
	
              THE
                NOTES

            
	 	 	 
	
              Section
                3.01

            	
              General
                Title; General Limitations; Issuable in Series; Terms of a Series,
                Class
                or Tranche of Notes.

            	
              34

            
	
              Section
                3.02

            	
              Denominations
                and Currency

            	
              38

            
	
              Section
                3.03

            	
              Execution,
                Authentication and Delivery and Dating.

            	
              38

            
	
              Section
                3.04

            	
              Temporary
                Notes.

            	
              39

            
	
              Section
                3.05

            	
              Registration,
                Transfer and Exchange.

            	
              39

            
	
              Section
                3.06

            	
              Mutilated,
                Destroyed, Lost and Stolen Notes.

            	
              42

            


    

    



    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    


    
      	
              Section
                3.07

            	
              Payment
                of Interest; Interest and Principal Rights Preserved; Withholding
                Taxes.

            	
              43

            
	
              Section
                3.08

            	
              Persons
                Deemed Owners

            	
              43

            
	
              Section
                3.09

            	
              Cancellation

            	
              43

            
	
              Section
                3.10

            	
              New
                Issuances of Notes

            	
              44

            
	
              Section
                3.11

            	
              Specification
                of Required Subordinated Amount and other Terms with Respect to each
                Series, Class or Tranche of Notes.

            	
              46

            
	
              Section
                3.12

            	
              Shared
                Excess Available Finance Charge Collections Groups and Other
                Groups

            	
              46

            
	
              Section
                3.13

            	
              Unapplied
                Excess Finance Charge Collections

            	
              46

            
	
              Section
                3.14

            	
              Unapplied
                Master Trust Level Excess Finance Charge Collections

            	
              47

            
	
              Section
                3.15

            	
              Unapplied
                Master Trust Level Principal Collections

            	
              48

            
	 	 	 
	
              ARTICLE
                IV

            
	 	 	 
	
              BANK
                ACCOUNTS AND INVESTMENTS

            
	 	 	 
	
              Section
                4.01

            	
              Collections

            	
              49

            
	
              Section
                4.02

            	
              Bank
                Accounts.

            	
              49

            
	
              Section
                4.03

            	
              Investment
                of Funds in the Bank Accounts.

            	
              50

            
	 	 	 
	
              ARTICLE
                V

            
	 	 	 
	
              SATISFACTION
                AND DISCHARGE; CANCELLATION OF NOTES HELD BY THE ISSUING ENTITY OR
                CHASE
                USA

            
	 	 	 
	
              Section
                5.01

            	
              Satisfaction
                and Discharge of Indenture

            	
              52

            
	
              Section
                5.02

            	
              Application
                of Trust Money

            	
              52

            
	
              Section
                5.03

            	
              Cancellation
                of Notes Held by the Issuing Entity or the Transferor

            	
              53

            
	 	 	 
	
              ARTICLE
                VI

            
	 	 	 
	
              EVENTS
                OF DEFAULT AND REMEDIES

            
	 	 	 
	
              Section
                6.01

            	
              Events
                of Default

            	
              54

            
	
              Section
                6.02

            	
              Acceleration
                of Maturity; Rescission and Annulment.

            	
              55

            
	
              Section
                6.03

            	
              Collection
                of Indebtedness and Suits for Enforcement by Indenture Trustee or
                the
                Collateral Agent on Behalf of the Indenture Trustee

            	
              57

            
	
              Section
                6.04

            	
              Indenture
                Trustee or the Collateral Agent May File Proofs of Claim

            	
              57

            
	
              Section
                6.05

            	
              Indenture
                Trustee and the Collateral Agent May Enforce Claims Without Possession
                of
                Notes

            	
              58

            
	
              Section
                6.06

            	
              Application
                of Money Collected

            	
              59

            
	
              Section
                6.07

            	
              Collateral
                Agent May Elect to Hold the Collateral Certificate

            	
              59

            
	
              Section
                6.08

            	
              Sale
                of Collateral for Accelerated Notes

            	
              59

            


    

    



    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    


    
      	
              Section
                6.09

            	
              Noteholders
                Have the Right to Direct the Time, Method and Place of Conducting
                Any
                Proceeding for Any Remedy Available to the Indenture Trustee or the
                Collateral Agent

            	
              60

            
	
              Section
                6.10

            	
              Limitation
                on Suits

            	
              60

            
	
              Section
                6.11

            	
              Unconditional
                Right of Noteholders to Receive Principal and Interest; Limited
                Recourse

            	
              61

            
	
              Section
                6.12

            	
              Restoration
                of Rights and Remedies

            	
              61

            
	
              Section
                6.13

            	
              Rights
                and Remedies Cumulative

            	
              61

            
	
              Section
                6.14

            	
              Delay
                or Omission Not Waiver

            	
              61

            
	
              Section
                6.15

            	
              Control
                by Noteholders

            	
              62

            
	
              Section
                6.16

            	
              Waiver
                of Past Defaults

            	
              62

            
	
              Section
                6.17

            	
              Undertaking
                for Costs

            	
              63

            
	
              Section
                6.18

            	
              Waiver
                of Stay or Extension Laws

            	
              63

            
	 	 	 
	
              ARTICLE
                VII

            
	 	 	 
	
              THE
                INDENTURE TRUSTEE

            
	 	 	 
	
              Section
                7.01

            	
              Certain
                Duties and Responsibilities.

            	
              64

            
	
              Section
                7.02

            	
              Notice
                of Defaults

            	
              65

            
	
              Section
                7.03

            	
              Certain
                Rights of Indenture Trustee

            	
              65

            
	
              Section
                7.04

            	
              Not
                Responsible for Recitals or Issuance of Notes

            	
              66

            
	
              Section
                7.05

            	
              May
                Hold Notes

            	
              67

            
	
              Section
                7.06

            	
              Money
                Held in Trust

            	
              67

            
	
              Section
                7.07

            	
              Compensation
                and Reimbursement, Limit on Compensation, Reimbursement and
                Indemnity.

            	
              67

            
	
              Section
                7.08

            	
              Disqualification;
                Conflicting Interests

            	
              68

            
	
              Section
                7.09

            	
              Corporate
                Indenture Trustee Required; Eligibility

            	
              68

            
	
              Section
                7.10

            	
              Resignation
                and Removal; Appointment of Successor.

            	
              68

            
	
              Section
                7.11

            	
              Acceptance
                of Appointment by Successor

            	
              70

            
	
              Section
                7.12

            	
              Merger,
                Conversion, Consolidation or Succession to Business

            	
              71

            
	
              Section
                7.13

            	
              Preferential
                Collection of Claims Against Issuing Entity

            	
              71

            
	
              Section
                7.14

            	
              Appointment
                of Authenticating Agent

            	
              71

            
	
              Section
                7.15

            	
              Tax
                Returns

            	
              73

            
	
              Section
                7.16

            	
              Representations
                and Covenants of the Indenture Trustee

            	
              73

            
	
              Section
                7.17

            	
              Custody
                of Collateral Certificates and Collateral

            	
              73

            
	
              Section
                7.18

            	
              Indenture
                Trustee’s Application for Instructions from the Issuing
                Entity

            	
              74

            
	 	 	 
	
              ARTICLE
                VIII

            
	 	 	 
	
              NOTEHOLDERS’
                MEETINGS, LISTS, REPORTS BY INDENTURE TRUSTEE, ISSUING ENTITY AND
                BENEFICIARY

            
	 	 	 
	
              Section
                8.01

            	
              Issuing
                Entity To Furnish Indenture Trustee Names and Addresses of
                Noteholders

            	
              75

            
	
              Section
                8.02

            	
              Preservation
                of Information; Communications to Noteholders.

            	
              75

            


    

    



    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    


    
      	
              Section
                8.03

            	
              Reports
                by Indenture Trustee.

            	
              76

            
	
              Section
                8.04

            	
              Meetings
                of Noteholders; Amendments and Waivers.

            	
              77

            
	
              Section
                8.05

            	
              Reports
                by Issuing Entity to the Commission

            	
              79

            
	
              Section
                8.06

            	
              Monthly
                Noteholders’ Statement

            	
              80

            
	
              Section
                8.07

            	
              Payment
                Instruction to Master Trust.

            	
              80

            
	 	 	 
	
              ARTICLE
                IX

            
	 	 	 
	
              INDENTURE
                SUPPLEMENTS; AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AND
                AMENDMENTS TO THE TRUST AGREEMENT

            
	 	 	 
	
              Section
                9.01

            	
              Supplemental
                Indentures and Amendments Without Consent of Noteholders

            	
              82

            
	
              Section
                9.02

            	
              Supplemental
                Indentures with Consent of Noteholders

            	
              84

            
	
              Section
                9.03

            	
              Execution
                of Amendments and Indenture Supplements

            	
              85

            
	
              Section
                9.04

            	
              Effect
                of Amendments and Indenture Supplements

            	
              86

            
	
              Section
                9.05

            	
              Conformity
                with Trust Indenture Act

            	
              86

            
	
              Section
                9.06

            	
              Reference
                in Notes to Indenture Supplements

            	
              86

            
	
              Section
                9.07

            	
              Amendments
                to the Pooling and Servicing Agreement

            	
              86

            
	
              Section
                9.08

            	
              Amendments
                to the Trust Agreement.

            	
              87

            
	 	 	 
	
              ARTICLE
                X

            
	 	 	 
	
              REPRESENTATIONS,
                WARRANTIES AND COVENANTS OF ISSUING ENTITY

            
	 	 	 
	
              Section
                10.01

            	
              Payment
                of Principal and Interest

            	
              88

            
	
              Section
                10.02

            	
              Maintenance
                of Office or Agency

            	
              88

            
	
              Section
                10.03

            	
              Money
                for Note Payments to be Held in Trust

            	
              88

            
	
              Section
                10.04

            	
              Statement
                as to Compliance

            	
              90

            
	
              Section
                10.05

            	
              Legal
                Existence

            	
              91

            
	
              Section
                10.06

            	
              Further
                Instruments and Acts

            	
              91

            
	
              Section
                10.07

            	
              Compliance
                with Laws

            	
              91

            
	
              Section
                10.08

            	
              Notice
                of Events of Default

            	
              91

            
	
              Section
                10.09

            	
              Certain
                Negative Covenants

            	
              91

            
	
              Section
                10.10

            	
              No
                Other Business

            	
              91

            
	
              Section
                10.11

            	
              Rule
                144A Information

            	
              92

            
	
              Section
                10.12

            	
              Performance
                of Obligations; Servicing of Receivables.

            	
              92

            
	
              Section
                10.13

            	
              Issuing
                Entity May Consolidate, Etc., Only on Certain Terms.

            	
              92

            
	
              Section
                10.14

            	
              Successor
                Substituted

            	
              94

            
	
              Section
                10.15

            	
              Guarantees,
                Loans, Advances and Other Liabilities

            	
              94

            
	
              Section
                10.16

            	
              Capital
                Expenditures

            	
              95

            
	
              Section
                10.17

            	
              Restricted
                Payments

            	
              95

            
	
              Section
                10.18

            	
              No
                Borrowing

            	
              95

            
	 	 	 


    

    



    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    


    
      	
              ARTICLE
                XI

            
	 	 	 
	
              EARLY
                AMORTIZATION OF NOTES

            
	 	 	 
	
              Section
                11.01

            	
              Applicability
                of Article

            	
              96

            
	
              Section
                11.02

            	
              Optional
                Repurchase

            	
              97

            
	
              Section
                11.03

            	
              Notice

            	
              98

            
	 	 	 
	
              ARTICLE
                XII

            
	 	 	 
	
              MISCELLANEOUS

            
	 	 	 
	
              Section
                12.01

            	
              No
                Petition

            	
              99

            
	
              Section
                12.02

            	
              Trust
                Obligations

            	
              99

            
	
              Section
                12.03

            	
              Limitations
                on Liability.

            	
              99

            
	
              Section
                12.04

            	
              Tax
                Treatment

            	
              100

            
	
              Section
                12.05

            	
              Actions
                Taken by the Issuing Entity

            	
              100

            
	
              Section
                12.06

            	
              Alternate
                Payment Provisions

            	
              100

            
	
              Section
                12.07

            	
              Termination
                of Issuing Entity

            	
              100

            
	
              Section
                12.08

            	
              Final
                Distribution.

            	
              100

            
	
              Section
                12.09

            	
              Termination
                Distributions

            	
              101

            
	
              Section
                12.10

            	
              Derivative
                Counterparty, Supplemental Credit Enhancement Provider and Supplemental
                Liquidity Provider as Third-Party Beneficiary

            	
              101

            
	
              Section
                12.11

            	
              Notices.

            	
              102

            
	
              Section
                12.12

            	
              No
                Asset Pool Other Than Asset Pool One

            	
              102

            
	 	 	 
	
              ARTICLE
                XIII

            
	 	 	 
	
              COMPLIANCE
                WITH REGULATION AB

            
	 	 	 
	
              Section
                13.01

            	
              Intent
                of Parties; Reasonableness

            	
              103

            
	
              Section
                13.02

            	
              Additional
                Representations and Warranties of the Indenture Trustee

            	
              103

            
	
              Section
                13.03

            	
              Information
                to be Provided by the Indenture Trustee.

            	
              103

            
	
              Section
                13.04

            	
              Report
                on Assessment of Compliance and Attestation; Annual
                Certification.

            	
              104

            


    

    



    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    EXHIBITS

    


    
      	
              EXHIBIT
                A

            	
              FORM
                OF INVESTMENT LETTER

            


    

     

    
      	
              EXHIBIT
                B-1

            	
              FORM
                OF CLEARANCE SYSTEM CERTIFICATE TO BE GIVEN TO THE INDENTURE TRUSTEE
                BY
                EUROCLEAR OR CLEARSTREAM FOR DELIVERY OF DEFINITIVE NOTES IN EXCHANGE
                FOR
                A PORTION OF A TEMPORARY GLOBAL
                NOTE

            


    

     

    
      	
              EXHIBIT
                B-2

            	
              FORM
                OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM BY A BENEFICIAL
                OWNER OF NOTES WITH RESPECT TO REGISTERED NOTES SOLD TO QUALIFIED
                INSTITUTIONAL BUYERS

            


    

     

    
      	
              EXHIBIT
                B-3

            	
              FORM
                OF CERTIFICATE TO BE DELIVERED TO EUROCLEAR OR CLEARSTREAM BY A BENEFICIAL
                OWNER OF NOTES, OTHER THAN A QUALIFIED INSTITUTIONAL
                BUYER

            


    

     

    
      	
              EXHIBIT
                C

            	
              FORM
                OF ANNUAL CERTIFICATION

            


    

     

    
      	
              EXHIBIT
                D

            	
              SERVICING
                CRITERIA TO BE ADDRESSED IN ASSESSMENT OF
                COMPLIANCE

            


    

     

    
      	
              EXHIBIT
                E

            	
              FORM
                OF CHASE ISSUANCE TRUST

            


    

     

    
      	
               

            	
              INDENTURE
                TRUSTEE’S CERTIFICATE

            


    

     


    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    


    ______________________________

    


    RECONCILIATION
      AND TIE BETWEEN TRUST INDENTURE

    ACT
      OF 1939 AND INDENTURE PROVISIONS*

    


    


    
      	
              Trust
                Indenture

            	 	 
	
              Act
                Section

            	 	
              Indenture
                Section

            
	 	 	 	 
	
              310(a)

            	
              (1)

            	 	
              7.09

            
	
              (a)

            	
              (2)

            	 	
              7.09

            
	
              (a)

            	
              (3)

            	 	
              7.11

            
	
              (a)

            	
              (4)

            	 	
              Not
                Applicable

            
	
              (a)

            	
              (5)

            	 	
              7.09

            
	
              (b)

            	 	 	
              7.08,
                7.10(d)(i)

            
	
              (c)

            	 	 	
              Not
                Applicable

            
	
              311(a)

            	 	 	
              7.13

            
	
              (b)

            	 	 	
              7.13

            
	
              (c)

            	 	 	
              Not
                Applicable

            
	
              312(a)

            	 	 	
              8.01

            
	
              (b)

            	 	 	
              8.02(b)

            
	
              (c)

            	 	 	
              8.02(c)

            
	
              313(a)

            	 	 	
              8.03(a)

            
	
              (b)

            	 	 	
              8.03(c)

            
	
              (c)

            	 	 	
              8.03(a),
                8.03(c)

            
	
              (d)

            	 	 	
              8.03(d)

            
	
              314(a)

            	 	 	
              8.05,10.04

            
	
              (b)

            	 	 	
              1.02,
                3.03(d)

            
	
              (c)

            	
              (1)

            	 	
              1.02

            
	
              (c)

            	
              (2)

            	 	
              1.02

            
	
              (c)

            	
              (3)

            	 	
              1.02

            
	
              (d)

            	
              (1)

            	 	
              Not
                Applicable

            
	
              (d)

            	
              (2)

            	 	
              Not
                Applicable

            
	
              (d)

            	
              (3)

            	 	
              Not
                Applicable

            
	
              (e)

            	 	 	
              1.02

            
	
              315(a)

            	 	 	
              7.01(a),
                7.01(b)

            
	
              (b)

            	 	 	
              7.02

            
	
              (c)

            	 	 	
              7.01(c)

            
	
              (d)

            	 	 	
              7.01(d)

            
	
              (d)

            	
              (1)

            	 	
              7.01(d)

            
	
              (d)

            	
              (2)

            	 	
              7.01(d)(ii)

            
	
              (d)

            	
              (3)

            	 	
              7.01(d)(iii)

            
	
              (e)

            	 	 	
              6.17

            
	
              316(a)

            	
              (1)(A)

            	 	
              6.09

            
	
              316(a)

            	
              (1)(B)

            	 	
              6.16

            
	
              316

            	
              (a)(2)

            	 	
              Not
                Applicable

            


    

    



    
      
        
        

      

      
        vii

        
          

        

      

      
        
        

      

    


    


    
      	
              316(b)

            	 	 	
              6.11

            
	
              316(c)

            	 	 	
              Not
                Applicable

            
	
              317

            	
              (a)(1)

            	 	
              6.03

            
	
              317

            	
              (a)(2)

            	 	
              6.04

            
	
              317(b)

            	 	 	
              10.03(a),
                10.03(b)

            
	
              318(a)

            	 	 	
              1.07

            


    

    __________________________________________________________________

    


    *  This
      reconciliation and tie shall not, for any purpose, be deemed to be part of
      the
      within indenture.


    
      
        
        

      

      
        viii

        
          

        

      

      
        
        

      

    


    This
      THIRD AMENDED AND RESTATED INDENTURE, between CHASE ISSUANCE TRUST, a statutory
      business trust organized under the laws of the State of Delaware (the “Issuing
      Entity”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
      association, in its capacity as Indenture Trustee (the “Indenture Trustee”), is
      made and entered into as of December 19, 2007.

     

     

    RECITALS
      OF THE ISSUING ENTITY

     

    WHEREAS,
      the Issuing Entity and the Indenture Trustee have heretofore executed and
      delivered an Indenture, dated as of May 1, 2002 (as amended, supplemented or
      otherwise modified, the “Original Indenture”), by and between the Issuing Entity
      and the Indenture Trustee;

     

    WHEREAS,
      the Issuing Entity and the Indenture Trustee have heretofore executed and
      delivered an Amended and Restated Indenture, dated as of October 15, 2004 (as
      amended, supplemented or otherwise modified, the “Amended and Restated
      Indenture”), by and between the Issuing Entity and the Indenture Trustee, as
      amended by the Amendment thereto, dated as of February 1, 2006, by and between
      the Issuing Entity and the Indenture Trustee;

     

    WHEREAS,
      the Issuing Entity and the Indenture Trustee have heretofore executed and
      delivered a Second Amended and Restated Indenture, dated as of March 14, 2006
      (as amended, supplemented or otherwise modified, the “Second Amended and
      Restated Indenture”), by and between the Issuing Entity and the Indenture
      Trustee;

     

    WHEREAS,
      the Issuing Entity and the Indenture Trustee desire to amend and restate the
      Second Amended and Restated Indenture to read in its entirety as set forth
      below; and

     

    WHEREAS,
      all conditions precedent to the execution of this Indenture have been complied
      with;

     

    NOW,
      THEREFORE, the Issuing Entity and the Indenture Trustee hereby agree that
      effective on and as of the date hereof, the Second Amended and Restated
      Indenture is hereby amended and restated in its entirety as
      follows:

     

     

    PRELIMINARY
      STATEMENT

     

    The
      Issuing Entity has duly authorized the execution and delivery of this Indenture
      to provide for the issuance of its notes to be issued in one or more fully
      registered or bearer Series, Classes or Tranches.

     

    All
      things necessary to make this Indenture a valid agreement of the Issuing Entity,
      in accordance with its terms, have been done.

     


    
      
        
        

      

      
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    GRANTING
      CLAUSE

     

    Pursuant
      to an Asset Pool Supplement, the Issuing Entity shall grant to the Collateral
      Agent (the “Secured Party”) for the related Asset Pool for the benefit and
      security of (a) the Noteholders secured by such Asset Pool, (b) the Indenture
      Trustee, in its individual capacity and (c) the Collateral Agent, in its
      individual capacity, a security interest in all of its right, title and
      interest, whether now owned or hereafter acquired, in and to, the Collateral
      specified in the related Asset Pool Supplement.

     

    The
      security interest in the Collateral designated for inclusion in an Asset Pool
      is
      granted to secure the Notes issued with respect to that Asset Pool (and the
      obligations under this Indenture, the related Asset Pool Supplement and the
      related Indenture Supplement) equally and ratably without prejudice, priority
      or
      distinction between any Note and any other Note that is expressly secured by
      such Asset Pool by reason of difference in time of issuance or otherwise, except
      as otherwise expressly provided in this Indenture, or in the Indenture
      Supplement which establishes any Series, Class or Tranche of Notes, and to
      secure (i) the payment of all amounts due on such Notes in accordance with
      their
      terms, (ii) the payment of all other sums payable by the Issuing Entity under
      this Indenture or any Indenture Supplement relating to such secured Notes and
      (iii) compliance by the Issuing Entity with the provisions of this Indenture
      or
      any Indenture Supplement or any Asset Pool Supplement relating to such
      Notes.  This Indenture, as may be supplemented, including by each
      Asset Pool Supplement, is a security agreement within the meaning of the
      UCC.

     

    The
      Indenture Trustee acknowledges the grant of such Security Interest, and agrees
      to perform the duties herein such that the interests of the Noteholders secured
      by such Asset Pool may be adequately and effectively protected.

     

    Particular
      Notes, Derivative Agreements, Supplemental Credit Enhancement Agreements and
      Supplemental Liquidity Agreements will benefit from the Security Interest to
      the
      extent (and only to the extent) proceeds of and distributions on the Collateral
      are allocated for their benefit pursuant to this Indenture, the applicable
      Asset
      Pool Supplement and the applicable Indenture Supplement.

     

     

    AGREEMENTS
      OF THE PARTIES

     

    To
      set forth or to provide for the establishment of the terms and conditions upon
      which the Notes are to be authenticated, issued and delivered, and in
      consideration of the premises and the purchase of Notes by the Holders thereof,
      it is mutually covenanted and agreed as follows, for the equal and proportionate
      benefit of all Holders of the Notes of a Series, Class or Tranche thereof,
      as
      the case may be:

     

     

    LIMITED
      RECOURSE

     

    The
      obligation of the Issuing Entity to make payments of principal, interest and
      other amounts on the Notes and to make payments in respect of Derivative
      Agreements, Supplemental Credit Enhancement Agreements or Supplemental Liquidity
      Agreements, as applicable, is limited in recourse as set forth in Section
      6.11.

     


    
      
        
        

      

      
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    ARTICLE
      I

     

    DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION

     

     

    Section
      1.01        Definitions.  For
      all purposes of this Indenture and of any Indenture Supplement, except as
      otherwise expressly provided or unless the context otherwise
      requires:

     

    (a)           With
      respect to any Series, all terms used herein and not otherwise defined herein
      shall have meanings ascribed to them in the Trust Agreement, the Transfer and
      Servicing Agreement, the related Asset Pool Supplement or the related Indenture
      Supplement, as applicable.

     

    (b)           All
      terms defined in this Indenture shall have the defined meanings when used in
      any
      certificate or other document made or delivered pursuant hereto unless otherwise
      defined therein.

     

    (c)           As
      used in this Indenture and in any certificate or other document made or
      delivered pursuant hereto or thereto, accounting terms not defined in this
      Indenture or in any such certificate or other document, and accounting terms
      partly defined in this Indenture or in any such certificate or other document
      to
      the extent not defined, shall have the respective meanings given to them under
      GAAP.  To the extent that the definitions of accounting terms in this
      Indenture or in any such certificate or other document are inconsistent with
      the
      meanings of such terms under GAAP, the definitions contained in this Indenture
      or in any such certificate or other document shall control.

     

    (d)           Any
      reference to each Note Rating Agency shall only apply to a specific Note Rating
      Agency if such Note Rating Agency is then rating any Outstanding Series, Class
      or Tranche of Notes.

     

    (e)           Unless
      otherwise specified, references to any amount as on deposit or outstanding
      on
      any particular date shall mean such amount at the close of business on such
      day.

     

    (f)           The
      words “hereof,” “herein,” “hereunder” and words of similar import when used in
      this Indenture shall refer to this Indenture as a whole and not to any
      particular provision of this Indenture; references to any subsection, Section,
      clause, Schedule or Exhibit are references to subsections, Sections, clauses,
      Schedules and Exhibits in or to this Indenture unless otherwise specified;
      the
      term “including” means “including without limitation”; references to any
      law or regulation refer to that law or regulation as amended from time to time
      and include any successor law or regulation; references to any Person include
      that Person’s successors and assigns; and references to any agreement refer to
      such agreement, as amended, supplemented or otherwise modified from time to
      time.

     

    (g)           Whenever
      this Indenture refers to a provision of the Trust Indenture Act, the provision
      is incorporated by reference in and made a part of this 

     

     

    
      
        
        

      

      
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      Indenture.  The
        following Trust Indenture Act terms used in this Indenture have the following
        meanings:

    

     

    “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 Issuing Entity and any other obligor
      on
      the indenture securities.

     

    All
      other Trust Indenture Act terms used in this Indenture that are defined by
      the
      Trust Indenture Act, defined by Trust Indenture Act reference to another statute
      or defined by Commission rule have the meaning assigned to them by such
      definitions.  Notwithstanding anything to the contrary contained
      herein (1) this Indenture will be qualified under the Trust Indenture Act and
      (2) if it is no longer necessary for this Indenture to be qualified under the
      Trust Indenture Act, then all references to the Trust Indenture Act hereunder
      shall be inapplicable to this Indenture.

     

    (h)           In
      the event that the UCC, as in effect on the date hereof, is revised, any
      reference herein to specific sections of the UCC shall be deemed to be
      references to any such successor sections.

     

    (i)           Whenever
      used in this Indenture, the following words and phrases shall have the following
      meanings, and the definitions of such terms and phrases are applicable to the
      singular as well as the plural forms of such terms and to the masculine as
      well
      as to the feminine and the neuter genders of such terms:

     

    “Act”
      has, when used with respect to any Noteholder, the meaning specified in Section
      1.04(a).

     

    “Action”
      has, when used with respect to any Noteholder, the meaning specified in Section
      1.04(a).

     

    “Adjusted
      Outstanding Dollar Principal Amount” means at any time during a Monthly
      Period with respect to any Series, Class or Tranche of Notes, the Outstanding
      Dollar Principal Amount of all Outstanding Notes of such Series, Class or
      Tranche of Notes at such time, less any funds on deposit in the Principal
      Funding Account or the related Sub-Account, as applicable, for the benefit
      of
      such Series, Class or Tranche of Notes at such time.

     

    “Adverse
      Effect” means, whenever used in this Indenture with respect to any Series,
      Class or Tranche of Notes with respect to any Action, that such Action will
      at
      the time of its occurrence (a) result in the occurrence of an Early Amortization
      Event or 

     

     

    
      
        
        

      

      
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      Event
        of Default relating to such Series, Class or Tranche of Notes, as applicable,
        (b) have a material adverse effect on the amount of funds available to be
        distributed to the Noteholders of any such Series, Class or Tranche of Notes
        pursuant to this Indenture or on the timing of such distributions, or (c)
        adversely affect the security interest of the applicable Collateral Agent
        in the
        Collateral securing the Outstanding Notes in the related Asset Pool unless
        otherwise permitted by this Indenture or any related Asset Pool
        Supplement.

    

     

    “Affiliate”
      means, with respect to any specified Person, any other Person directly or
      indirectly controlling or controlled by or under direct or indirect common
      control with such specified Person.  For the purposes of this
      definition, “control” when used with respect to any specified Person means the
      power to direct the management and policies of such Person, directly or
      indirectly, whether through the ownership of voting securities, by contract
      or
      otherwise; and the terms “controlling” and “controlled” have meanings
      correlative to the foregoing.

     

    “Aggregate
      Remaining Master Trust Level Required Amount” has, with respect to any
      Unapplied Excess Finance Charge Sharing Collateral Certificate, the meaning
      specified in the related Series Supplement.

     

    “Asset
      Pool” means a pool of Collateral designated for inclusion in a particular
      Asset Pool pursuant to an Asset Pool Supplement, that secures a particular
      Series, Class or Tranche of Notes or more than one Series, Class or Tranche
      of
      Notes as specified in the applicable Indenture Supplements for each such Series,
      Class or Tranche of Notes.

     

    “Asset
      Pool Supplement” means, with respect to any Asset Pool, a supplement to this
      Indenture, executed and delivered in conjunction with the first issuance of
      Notes secured by that Asset Pool, including all amendments thereof and
      supplements thereto.

     

    “Authenticating
      Agent” means any Person authorized by the Indenture Trustee to authenticate
      Notes under Section 7.14.

     

    “Authorized
      Newspaper” means, with respect to any Series, Class or Tranche of Notes,
      publication in the newspaper of record specified in the applicable Indenture
      Supplement for that Series, Class or Tranche of Notes, or if and so long as
      Notes of such Series, Class or Tranche are listed on any securities exchange
      and
      that exchange so requires, in the newspaper of record required by the applicable
      securities exchange, printed in any language specified in the applicable
      Indenture Supplement or satisfying the requirements of such
      exchange.

     

    “Available
      Finance Charge Collections” means, for any Monthly Period, (a) with respect
      to the Noteholders, the Finance Charge Collections paid to the Issuing Entity
      and allocated to the Noteholders, and (b) with respect to any Series, Class
      or
      Tranche of Notes, the amount of collections in clause (a) allocated to such
      Series, Class or Tranche of Notes, as applicable, plus investment earnings
      allocable to the amounts on 

     

     

    
      
        
        

      

      
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      deposit
        in the Collection Account and Excess Funding Account allocable to such Series,
        Class or Tranche of Notes, plus any other amounts, or allocable portion thereof,
        to be treated as Available Finance Charge Collections with respect to such
        Series, Class or Tranche of Notes, subject to the applicable Indenture
        Supplement.

    

     

    “Available
      Principal Collections” means, for any Monthly Period, (a) with respect to
      the Noteholders, the Principal Collections paid to the Issuing Entity and
      allocated to the Noteholders, and (b) with respect to any Series, Class or
      Tranche of Notes, (i) the amount of collections in clause (a) allocated to
      such
      Series, Class or Tranche of Notes, as applicable, plus (ii) any other amounts,
      or allocable portion thereof, to be treated as Available Principal Collections
      with respect to such Series, Class or Tranche of Notes, subject to the
      applicable Indenture Supplement.

     

    “Bearer
      Note” means a Note in bearer form.

     

    “Business
      Day” means, unless otherwise specified in the Indenture Supplement for any
      Series, Class or Tranche of Notes, any day other than (a) a Saturday or Sunday
      or (b) any other day on which national banking associations or state banking
      institutions in New York, New York, Newark, Delaware or Minneapolis, Minnesota
      (or, with respect to any Series, Class or Tranche, any additional city specified
      in the related Indenture Supplement), are authorized or obligated by law,
      executive order or governmental decree to be closed.

     

    “Certificate
      of Authentication” means the certificate of authentication of the Indenture
      Trustee, the form of which is described in Section 2.03,  or the
      alternate certificate of authentication of the Authenticating Agent, the form
      of
      which is described in Section 7.14.

     

    “Chase
      USA” means Chase Bank USA, National Association, a national banking
      association.

     

    “Class”
      means, with respect to any Note, the class specified in the applicable Indenture
      Supplement.

     

    “Class
      C Reserve Account” means, for any Notes, the Bank Account and any
      Sub-Account thereof established and maintained as described in the related
      Indenture Supplement.

     

    “Collateral
      Certificate Finance Charge Shortfall Allocation” means, for any Note
      Transfer Date, with respect to each Unapplied Master Trust Level Excess Finance
      Charge Sharing Collateral Certificate relating to any Shared Excess Available
      Finance Charge Collections Group, an amount equal to:

     

    (a)           if
      the aggregate amount of all Unapplied Master Trust Level Excess Finance Charge
      Collections for all Unapplied Master Trust Level Excess Finance Charge Sharing
      Collateral Certificates for such Note Transfer Date is less than or equal to
      the
      sum of the Remaining Series Finance Charge Shortfalls for all Series in such
      Group for such Note Transfer Date, the amount of Unapplied Master Trust Level
      Excess 

     

     

    
      
        
        

      

      
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      Finance
        Charge Collections with respect to such Unapplied Master Trust Level Excess
        Finance Charge Sharing Collateral Certificate for such Note Transfer Date;
        or

    

     

    (b)           if
      the aggregate amount of all Unapplied Master Trust Level Excess Finance Charge
      Collections for all Unapplied Master Trust Level Excess Finance Charge Sharing
      Collateral Certificates for such Note Transfer Date is greater than the sum
      of
      the Remaining Series Finance Charge Shortfalls for all Series in such Group
      for
      such Note Transfer Date, the product of (i) the sum of the Remaining Series
      Finance Charge Shortfalls for all Series in such Group for such Note Transfer
      Date and (ii) a fraction, (x) the numerator of which is the Unapplied Master
      Trust Level Excess Finance Charge Collections with respect to such Unapplied
      Master Trust Level Excess Finance Charge Sharing Collateral Certificate for
      such
      Note Transfer Date and (y) the denominator of which is the aggregate amount
      of
      all Unapplied Master Trust Level Excess Finance Charge Collections for all
      Unapplied Master Trust Level Excess Finance Charge Sharing Collateral
      Certificates for such Note Transfer Date.

     

    “Collateral
      Certificate Principal Shortfall Allocation” means, for any Note Transfer
      Date, with respect to each Unapplied Master Trust Level Principal Sharing
      Collateral Certificate in any Asset Pool, an amount equal to:

     

    (a)           if
      the aggregate amount of all Unapplied Master Trust Level Principal Collections
      for all Unapplied Master Trust Level Principal Sharing Collateral Certificates
      in such Asset Pool for such Note Transfer Date is less than or equal to the
      sum
      of the Remaining Series Principal Shortfalls for all Series secured by such
      Asset Pool, the amount of Unapplied Master Trust Level Principal Collections
      with respect to such Unapplied Master Trust Level Principal Sharing Collateral
      Certificate for such Note Transfer Date; or

     

    (b)           if
      the aggregate amount of all Unapplied Master Trust Level Principal Collections
      for all Unapplied Master Trust Level Principal Sharing Collateral Certificates
      in such Asset Pool for such Note Transfer Date is greater than the sum of the
      Remaining Series Principal Shortfalls for all Series secured by such Asset
      Pool
      for such Note Transfer Date, the product of (i) the sum of the Remaining Series
      Principal Shortfalls for all Series secured by such Asset Pool for such Note
      Transfer Date and (ii) a fraction, (x) the numerator of which is the Unapplied
      Master Trust Level Principal Collections with respect to such Unapplied Master
      Trust Level Principal Sharing Collateral Certificate for such Note Transfer
      Date
      and (y) the denominator of which is the aggregate amount of all Unapplied Master
      Trust Level Principal Collections for all Unapplied Master Trust Level Principal
      Sharing Collateral Certificates in such Asset Pool for such Note Transfer
      Date.

     

    “Commission”
      means the Securities and Exchange Commission, as from time to time constituted,
      created under the Securities Exchange Act, or, if at any time after the
      execution of this Indenture such Commission is not existing and performing
      the
      duties now assigned to it under the Trust Indenture Act, then the body
      performing such duties at such date.

     

     

    
      
        
        

      

      
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    “Corporate
      Trust Office” means the principal office of the Indenture Trustee in
      Minneapolis, Minnesota at which at any particular time its corporate trust
      business will be principally administered, which office at the date hereof
      is
      located at MAC N9311-161, Wells Fargo Center, Sixth Street & Marquette
      Avenue, Minneapolis, Minnesota 55479, Attn:  Corporate Trust Services
      Asset Backed Administration.

     

    “Depository”
      means a U.S. Depository or a Foreign Depository, as the case may
      be.

     

    “Derivative
      Agreement” means any currency, interest rate or other swap, cap, collar,
      guaranteed investment contract or other derivative agreement.

     

    “Derivative
      Counterparty” means any party to any Derivative Agreement other than the
      Issuing Entity or the Indenture Trustee.

     

    “Discount
      Note” means a Note that provides for an amount less than the Stated
      Principal Amount (but not less than the Initial Dollar Principal Amount) thereof
      to be due and payable upon the occurrence of an Early Amortization Event or
      mandatory redemption or the occurrence of an Event of Default and the
      acceleration of such Note, in each case before the Scheduled Principal Payment
      Date of the applicable Note.

     

    “Early
      Amortization Event” has the meaning specified in Section 11.01.

     

    “Effective
      Date” means the date on which this Indenture is executed and delivered by
      the parties hereto.

     

    “Entity”
      means any Person other than an individual or government (including any agency
      or
      political subdivision thereof).

     

    “Event
      of Default” has the meaning specified in Section 6.01.

     

    “Exchange
      Date” means, with respect to any Tranche of Notes, the latest
      of:

     

    (a)           in
      the case of exchanges of beneficial interests in Temporary Global Notes for
      beneficial interests in Permanent Global Notes in registered form, any date
      that
      is after the related issuance date;

     

    (b)           in
      the case of exchanges of beneficial interests in Temporary Global Notes for
      beneficial interests in Permanent Global Notes in bearer form, the date of
      presentation of certification of non-United States beneficial ownership (as
      described in Section 2.05); and

     

    (c)           the
      earliest date on which such an exchange of a beneficial interest in a Temporary
      Global Note for a beneficial interest in a Permanent Global Note is permitted
      by
      applicable law.

     

     

    
      
        
        

      

      
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    “FDIC”
      means the Federal Deposit Insurance Corporation or any successor
      thereto.

     

    “Federal
      Bankruptcy Code” means Title 11 of the United States Code, as amended from
      time to time.

     

    “Foreign
      Currency” means (a) a currency other than Dollars, or (b) denominated in a
      currency other than Dollars.

     

    “Foreign
      Currency Note” means a Note denominated in a Foreign Currency.

     

    “Foreign
      Depository” means the Person specified in the applicable Indenture
      Supplement, in its capacity as depository for the accounts of any clearing
      agencies located outside the United States.

     

    “GAAP”
      means generally accepted accounting principles in the United States of America
      in effect from time to time.

     

    “Global
      Note” means any Note issued pursuant to Section 2.04.

     

    “Group”
      means any one or more Series of Notes which are specified as belonging to a
      common Group (including any Shared Excess Available Finance Charge Collections
      Group or any group established by an Indenture Supplement) in the applicable
      Indenture Supplement.  A particular Series may be included in more
      than one Group if the Indenture Supplement for such Series so
      provides.

     

    “Holder”
      means, when used with respect to any Note, a Noteholder.

     

    “Indenture”
      or “this Indenture” means this Third Amended and Restated Indenture,
      dated as of December 19, 2007, as originally executed and as amended,
      supplemented, restated or otherwise modified from time to time by one or more
      indentures supplemental hereto.

     

    “Indenture
      Supplement” means, with respect to any Series of Notes, a supplement to this
      Indenture, executed and delivered in conjunction with the issuance of such
      Series of Notes pursuant to Section 3.01, together with any applicable Terms
      Document for any Classes and Tranches of Notes belonging to such Series related
      to such Indenture Supplement and any amendment to the Indenture Supplement
      executed pursuant to Section 9.01 or 9.02, and, in either case, including all
      amendments thereof and supplements thereto.

     

    “Indenture
      Trustee” means the Person named as the Indenture Trustee in the first
      paragraph of this Indenture until a successor Indenture Trustee shall have
      become such pursuant to the applicable provisions of this Indenture, and
      thereafter “Indenture Trustee” means and includes each Person who is then an
      Indenture Trustee hereunder.  If at any time there is more than one
      such Person, “Indenture Trustee” as used 

     

     

    
      
        
        

      

      
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      with
        respect to the Notes of any Series, Class or Tranche means the Indenture
        Trustee
        with respect to Notes of that Series, Class or Tranche.

    

     

    “Indenture
      Trustee Authorized Officer” means, when used with respect to the Indenture
      Trustee, any vice president, any assistant vice president, the treasurer, any
      assistant treasurer, any senior trust officer or trust officer, or any other
      officer of the Indenture Trustee customarily performing functions similar to
      those performed by any of the above designated officers and also means, with
      respect to a particular corporate trust matter, any other officer to whom such
      matter is referred because of his knowledge of and familiarity with the
      particular subject.

     

    “Initial
      Dollar Principal Amount” means (a) unless otherwise specified in the
      applicable Indenture Supplement, with respect to a Series, Class or Tranche
      of
      Dollar Interest-bearing Notes, the aggregate initial principal amount of the
      Outstanding Notes of such Series, Class or Tranche plus the aggregate initial
      principal amount of any additional Notes of such Series, Class or Tranche,
      and
      (b) with respect to a Series, Class or Tranche of Discount Notes or Foreign
      Currency Notes, the amount specified in the applicable Indenture Supplement
      as
      the Initial Dollar Principal Amount thereof.

     

    “Interest-bearing
      Note” means a Note that bears interest at a stated or computed rate on the
      principal amount thereof.  A Note may be both an Interest-bearing Note
      and a Discount Note.

     

    “Interest
      Funding Account” means, with respect to any Notes, the Bank Account and any
      Sub-Account thereof established and maintained as described in the related
      Indenture Supplement.

     

    “Interest
      Payment Date” means, with respect to any Series, Class or Tranche of Notes,
      the scheduled due date of any payment of interest on such Notes, as specified
      in
      the applicable Indenture Supplement, or if such day is not a Business Day,
      the
      next following Business Day, unless such day is in the next calendar month,
      in
      which case the Interest Payment Date, unless otherwise specified in the related
      Indenture Supplement, will be the last Business Day of the current calendar
      month; provided, however, that upon the acceleration of a Series,
      Class or Tranche of Notes following an Event of Default or upon the occurrence
      of an Early Amortization Event, or other optional or mandatory redemption of
      that Series, Class or Tranche of Notes, each Monthly Principal Accrual Date
      will
      be an Interest Payment Date.

     

    “Internal
      Revenue Code” means the Internal Revenue Code of 1986, as amended from time
      to time.

     

    “Invested
      Amount” has, with respect to any Collateral Certificate, the meaning
      specified in the Series Supplement for the applicable Collateral Certificate
      and
      with respect to any other Investor Certificate, the meaning specified in the
      applicable Pooling and Servicing Agreement and the related Series
      Supplement.

     

     

    
      
        
        

      

      
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    “Investor
      Certificate” means an investor certificate, and not a seller certificate or
      transferor certificate, issued pursuant to a Pooling and Servicing Agreement
      and
      related Series Supplement.

     

    “Investor
      Certificateholder” means the holder of record of an Investor
      Certificate.

     

    “Investment
      Company Act” means the Investment Company Act of 1940, as
      amended.

     

    “Issuing
      Entity” means Chase Issuance Trust, a Delaware statutory trust.

     

    “Issuing
      Entity Authorized Officer” means (a) an authorized signatory of the Owner
      Trustee, or (b) the chairman or vice-chairman of the board of directors,
      chairman or vice-chairman of the executive committee of the board of directors,
      the president, any vice-president, the secretary, any assistant secretary,
      the
      treasurer, or any assistant treasurer, in each case of the Beneficiary, or
      any
      other officer or employee of the Beneficiary who is authorized to act on behalf
      of the Issuing Entity.

     

    “Issuing
      Entity Certificate” means a certificate (including an Officer’s Certificate)
      signed in the name of an Issuing Entity Authorized Officer, or the Issuing
      Entity by an Issuing Entity Authorized Officer and, in each case delivered
      to
      the Indenture Trustee relating to, among other things, the issuance of a new
      Series, Class or Tranche of Notes.  Wherever this Indenture requires
      that an Issuing Entity Certificate be signed also by an accountant or other
      expert, such accountant or other expert (except as otherwise expressly provided
      in this Indenture) may be an employee of the Beneficiary.

     

    “Issuing
      Entity Tax Opinion” means, with respect to any Action, an Opinion of Counsel
      to the effect that, for United States federal income tax purposes, (a) such
      Action will not cause any Outstanding Series, Class or Tranche of Notes that
      were characterized as debt at the time of their issuance to be characterized
      as
      other than debt, (b) such Action will not cause the Issuing Entity to be treated
      as an association (or publicly traded partnership) taxable as a corporation
      and
      (c) such Action will not cause or constitute an event in which gain or loss
      would be recognized by any Holder of any such Notes.

     

    “Legal
      Maturity Date” means, with respect to a Series, Class or Tranche of Notes,
      the date specified in the Indenture Supplement, for such Notes as the fixed
      date
      on which the principal of such Series, Class or Tranche of Notes is due and
      payable.

     

    “Majority
      Holders” means, with respect to any Series, Class or Tranche of Notes or all
      Outstanding Notes, the Holders of greater than 50% in Outstanding Dollar
      Principal Amount of the Outstanding Notes of that Series, Class or Tranche
      or of
      all Outstanding Notes, as the case may be.

     

    “Master
      Trust” means a master trust or other securitization special purpose entity
      for which Chase USA or an Affiliate of Chase USA acts as transferor or seller
      or
      servicer, established pursuant to a Pooling and Servicing
      Agreement.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

    “Master
      Trust Tax Opinion” means, with respect to any Action, an Opinion of Counsel
      to the effect that, for United States federal income tax purposes, (a) such
      Action will not cause any Investor Certificates that were characterized as
      debt
      at the time of their issuance to be characterized as other than debt and (b)
      such Action will not cause any Master Trust to be treated as an association
      (or
      publicly traded partnership) taxable as a corporation.

     

    “Monthly
      Noteholders’ Statement” means, with respect to any Series of Notes, a
      report, the form of which is attached as an exhibit to the related Indenture
      Supplement.

     

    “Monthly
      Period” means the period from and including the first day of a calendar
      month to and including the last day of a calendar month.

     

    “Monthly
      Principal Accrual Date” has, with respect to any Class or Tranche of Notes,
      the meaning specified in the related Indenture Supplement.

     

    “Most
      Recent Quarterly Filing Date” means each date on which a revised base
      prospectus is filed with the Commission pursuant to Rule 424(b) of the Rules
      and
      Regulations under the Securities Act which shall be (a) each February 1, May
      1,
      August 1 and November 1 or, if any such date is not a Business Day, the next
      succeeding Business Day, unless five Business Days prior to such date the
      Transferor shall have notified the Indenture Trustee that such date shall not
      be
      a “Most Recent Quarterly Filing Date” and (b) any other Business Day designated
      by the Transferor upon at least five Business Days’ prior notice to the
      Indenture Trustee.

     

    “Nominal
      Liquidation Amount” means, with respect to any Outstanding Series, Class or
      Tranche of Notes, an amount determined in accordance with the applicable
      Indenture Supplement.  The Nominal Liquidation Amount for a Series of
      Notes will be the sum of the Nominal Liquidation Amounts of all of the Classes
      or Tranches of Notes of such Series.

     

    “Note”
      or “Notes” means any note or notes of any Series, Class or Tranche
      authenticated and delivered from time to time under this Indenture.

     

    “Note
      Owner” means the beneficial owner of an interest in a Global
      Note.

     

    “Note
      Rating Agency” means, with respect to any Outstanding Series, Class or
      Tranche of Notes, each statistical rating agency selected by the Issuing Entity
      to rate such Notes.

     

    “Note
      Register” has the meaning specified in Section 3.05.

     

    “Note
      Registrar” means the Person who keeps the Note Register specified in Section
      3.05.

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    “Noteholder”
      means a Person in whose name a Note is registered in the Note Register or the
      bearer of any Bearer Note (including a Global Note in bearer form), as the
      case
      may be.

     

    “Officer’s
      Certificate” means a certificate signed by the Beneficiary or the Owner
      Trustee and delivered to the Indenture Trustee.  Wherever this
      Indenture requires that an Officer’s Certificate be signed also by an accountant
      or other expert, such accountant or other expert (except as otherwise expressly
      provided in this Indenture) may be an employee of the Beneficiary.

     

    “Opinion
      of Counsel” means a written opinion of counsel acceptable to the Indenture
      Trustee, who may, except as otherwise expressly provided in this Indenture,
      be
      an employee of or of counsel to the Issuing Entity, the Beneficiary or any
      of
      their Affiliates.

     

    “Outstanding”
      means, with respect to all Notes, all Notes in all Asset Pools and, with respect
      to a Note or with respect to Notes of any Series, Class or Tranche, as of the
      date of determination, all such Notes theretofore authenticated and delivered
      under this Indenture, except:

     

    (a)           any
      Notes theretofore canceled by the Indenture Trustee or delivered to the
      Indenture Trustee for cancellation pursuant to Section 3.09, or canceled by
      the
      Issuing Entity, Chase USA or any Affiliate thereof and delivered to the
      Indenture Trustee pursuant to Section 3.09;

     

    (b)           any
      Notes for whose full payment (including principal and interest) or redemption
      money in the necessary amount has been theretofore deposited with the Indenture
      Trustee or any Paying Agent in trust for the Holders of such Notes;
provided that, if such Notes are to be redeemed, notice of such
      redemption has been duly given if required pursuant to this Indenture and the
      related Indenture Supplement, or provision therefor satisfactory to the
      Indenture Trustee has been made;

     

    (c)           any
      Notes which are canceled pursuant to Section 5.03; and

     

    (d)           any
      Notes in exchange for or in lieu of which other Notes have been authenticated
      and delivered pursuant to this Indenture, or which will have been paid pursuant
      to the terms of Section 3.06 (except with respect to any such Note as to which
      proof satisfactory to the Indenture Trustee is presented that such Note is
      held
      by a person in whose hands such Note is a legal, valid and binding obligation
      of
      the Issuing Entity).

     

    For
      purposes of determining the amounts of deposits, allocations, reallocations
      or
      payments to be made, unless the context clearly requires otherwise, references
      to “Notes” will be deemed to be references to “Outstanding Notes.”  In
      determining whether the Holders of the requisite principal amount of such
      Outstanding Notes have taken any Action hereunder, and for purposes of Section
      8.04, Notes beneficially owned by the Issuing Entity or Chase USA or any
      Affiliate of the Issuing Entity or Chase USA will be disregarded and deemed
      not
      to be Outstanding.  In determining whether the Indenture Trustee will
      be protected in relying upon any such 

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

       

      Action,
        only Notes which an Indenture Trustee Authorized Officer knows to be owned
        by
        the Issuing Entity or Chase USA or any Affiliate of the Issuing Entity or
        Chase
        USA will be so disregarded.  Notes so owned which have been pledged in
        good faith may be regarded as Outstanding if the pledgee demonstrates to
        the
        satisfaction of the Indenture Trustee the pledgee’s right to act as owner with
        respect to such Notes and that the pledgee is not the Issuing Entity, Chase
        USA
        or any other obligor upon the Notes or any Affiliate of the Issuing Entity,
        Chase USA or such other obligor.

    

     

    “Outstanding
      Dollar Principal Amount” means at any time:

     

    (a)           with
      respect to any Series, Class or Tranche of non-Discount Notes, the aggregate
      Initial Dollar Principal Amount of the Outstanding Notes of such Series, Class
      or Tranche at such time, less the amount of any withdrawals from the Principal
      Funding Account or Sub-Account, as applicable, for such Series, Class or Tranche
      of Notes for payment of principal to the Holders of such Series, Class or
      Tranche of Notes or the applicable Derivative Counterparty, pursuant to the
      related Indenture Supplement, and

     

    (b)           with
      respect to any Series, Class or Tranche of Discount Notes, an amount of the
      Outstanding Notes of such Series, Class or Tranche calculated by reference
      to
      the applicable formula specified in the applicable Indenture Supplement, taking
      into account the amount and timing of payments of principal made to the Holders
      of such Series, Class or Tranche or to the applicable Derivative Counterparty
      and accretions of principal, each pursuant to the related Indenture
      Supplement.

     

    “Paying
      Agent” means any Person authorized by the Issuing Entity to pay the
      principal of or interest on any Notes on behalf of the Issuing Entity, as
      provided in Section 10.02 hereof.

     

    “Payment
      Date” means, with respect to any Series, Class or Tranche of Notes, the
      applicable Principal Payment Date or Interest Payment Date.

     

    “Payment
      Instruction” means, with respect to any Series of Notes, an instruction, the
      form of which is attached as an exhibit to the related Asset Pool
      Supplement.

     

    “Performing”
      means, with respect to any Derivative Agreement, no payment default or
      repudiation of performance by a Derivative Counterparty has occurred, and such
      Derivative Agreement has not been terminated.

     

    “Permanent
      Global Note” is defined in Section 2.05.

     

    “Permitted
      Investments” means, unless otherwise provided in the Indenture Supplement
      with respect to any Series, Class or Tranche of Notes:

     

    (a)           instruments,
      investment property or other property consisting of:

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (i)                 obligations
      of or fully guaranteed by the United States of America;

     

    (ii)                 time
      deposits, promissory notes or certificates of deposit of any depository
      institution or trust company incorporated under the laws of the United States
      of
      America or any state thereof (or domestic branches of foreign depository
      institutions or trust companies) and subject to supervision and examination
      by
      federal or state banking or depository institution authorities; provided,
however, that at the time of the Issuing Entity’s investment or
      contractual commitment to invest therein, the certificates of deposit or
      short-term deposits of such depository institution or trust company shall have
      a
      credit rating from Moody’s and Standard & Poor’s of “P-1” and “A-1+,”
respectively, and, if rated by Fitch, “F1+” from Fitch;

     

    (iii)                 commercial
      paper (including but not limited to asset backed commercial paper) having,
      at
      the time of the Issuing Entity’s investment or contractual commitment to invest
      therein, a rating from Moody’s and Standard & Poor’s of “P-1” and “A-1+”
respectively, and, if rated by Fitch, “F1+” from Fitch;

     

    (iv)                 bankers’
      acceptances issued by any depository institution or trust company described
      in
      clause (a)(ii) above; and

     

    (v)                 investments
      in money market funds rated “AAA-m” or “AAA-mg” by Standard & Poor’s and
“Aaa” by Moody’s and, if rated by Fitch “AAA-V1+” from Fitch, or otherwise
      approved in writing by each Note Rating Agency;

     

    (b)           demand
      deposits in the name of the Indenture Trustee in any depository institution
      or
      trust company referred to in clause (a)(ii) above;

     

    (c)           uncertificated
      securities that are registered in the name of the Indenture Trustee upon books
      maintained for that purpose by the issuing entity thereof and identified on
      books maintained for that purpose by the Indenture Trustee as held for the
      benefit of the Noteholders, and consisting of shares of an open end diversified
      investment company which is registered under the Investment Company Act, and
      which (i) invests its assets exclusively in obligations of or guaranteed by
      the
      United States of America or any instrumentality or agency thereof having in
      each
      instance a final maturity date of less than one year from their date of purchase
      or other Permitted Investments, (ii) seeks to maintain a constant net asset
      value per share, (iii) has aggregate net assets of not less than $100,000,000
      on
      the date of purchase of such shares and (iv) with respect to which each Note
      Rating Agency confirms in writing that such investment will not cause a Ratings
      Effect; and

     

    (d)           any
      other investment if each Note Rating Agency confirms in writing that such
      investment will not cause a Ratings Effect.

     

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

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    “Place
      of Payment” means, with respect to any Series, Class or Tranche of Notes
      issued hereunder, the city or political subdivision so designated with respect
      to such Series, Class or Tranche of Notes in accordance with the provisions
      of
      Section 10.02.

     

    “Pooling
      and Servicing Agreement” means a pooling and servicing agreement, indenture
      or other agreement for the issuance of securities from time to time from a
      Master Trust and the servicing of the receivables in such Master
      Trust.

     

    “Predecessor
      Notes” 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 purposes of this definition, any Note
      authenticated and delivered under Section 3.06 in lieu of a mutilated, lost,
      destroyed or stolen Note will be deemed to evidence the same debt as the
      mutilated, lost, destroyed or stolen Note.

     

    “Principal
      Funding Account” means, with respect to any Notes, the Bank Account and any
      Sub-Account thereof established and maintained as described in the related
      Indenture Supplement.

     

    “Principal
      Payment Date” means, with respect to any Series, Class or Tranche of Notes,
      each Scheduled Principal Payment Date, or upon the acceleration of such Series,
      Class or Tranche of Notes following an Event of Default or upon the occurrence
      of an Early Amortization Event, or other optional or mandatory redemption of
      such Series, Class or Tranche of Notes, each Monthly Principal Accrual
      Date.

     

    “Qualified
      Bank Account” means either (a) a segregated account (including a securities
      account) with a Qualified Institution or (b) a segregated trust account with
      the
      corporate trust department of a depository institution organized under the
      laws
      of the United States of America or any one of the states thereof or the District
      of Columbia (or any domestic branch of a foreign bank having corporate trust
      powers and acting as trustee for funds deposited in such account), so long
      as
      any of the securities of such depository institution shall have a credit rating
      from each applicable Note Rating Agency in one of its generic rating categories
      which signifies investment grade.

     

    “Qualified
      Institution” means a depository institution organized under the laws of the
      United States of America or any one of the states thereof, including the
      District of Columbia (or any domestic branch of a foreign bank), which at all
      times has (a)(i) a long-term unsecured debt rating of A2 or better by Moody’s
      and (ii) a certificate of deposit rating of P-1 by Moody’s and (b)(i) in the
      case of the Collection Account, if such depository institution is an Affiliate
      of Chase USA, a certificate of deposit rating of A-1 or better by Standard
&
Poor’s or (ii) for any other depository institution (or for any Affiliate of
      Chase USA in the case of any Bank Account other than the Collection Account),
      either (x) a long-term unsecured debt rating of AAA by Standard & Poor’s or
      (y) a certificate of deposit rating of A-1+ by Standard &
Poor’s.  If so qualified, the Indenture Trustee, the Owner Trustee,
      Chase USA or an Affiliate of any of the foregoing may be considered a Qualified
      Institution for the purposes of this definition.

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    “Ratings
      Effect” means a reduction, qualification with negative implications or
      withdrawal of any then current rating of the Notes.

     

    “Record
      Date” means, for the interest or principal payable on any Note on any
      applicable Payment Date, the last day of the month before the related Interest
      Payment Date or Principal Payment Date, as applicable, unless otherwise
      specified in the applicable Indenture Supplement.

     

    “Registered
      Note” means a Note issued in registered form.

     

    “Registered
      Noteholder” means a holder of a Registered Note.

     

    “Regulation
      AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17
      C.F.R. §§229.1100-229.1123, and all related rules and regulations of the
      Commission, as such may be amended from time to time, and subject to such
      clarification and interpretation as have been provided by the Commission in
      the
      adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518,
      70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission,
      or
      as may be provided by the Commission or its staff from time to
      time.

     

    “Required
      Subordinated Amount” means, with respect to any Tranche of a Senior Class of
      Notes, the amount specified in the related Indenture Supplement.

     

    “Remaining
      Series Finance Charge Shortfall” has, for each Series relating to any Shared
      Excess Available Finance Charge Collections Group, the meaning specified in
      the
      related Indenture Supplement.

     

    “Remaining
      Series Principal Shortfall” has, with respect to any Series secured by an
      Asset Pool, the meaning specified in the related Indenture
      Supplement.

     

    “Sarbanes
      Certification” means the certification specified in paragraph (2) of
      Securities Exchange Act Rules 13a-14 and 15d-14 as set forth in Item 601(31)(ii)
      of Regulation S-K as such may be amended from time to time or any successor
      or
      replacement specified by the Commission or its staff from time to
      time.

     

    “Scheduled
      Principal Payment Date” means, with respect to any Series, Class or Tranche
      of Notes, the scheduled due date of any payment of principal on such Notes,
      as
      specified in the related Indenture Supplement, or if such day is not a Business
      Day, the next following Business Day, unless such day is in the next calendar
      month, in which case such Scheduled Principal Payment Date, unless otherwise
      specified in the related Indenture Supplement, will be the last Business Day
      of
      the current calendar month.

     

    “Secured
      Party” has the meaning specified in the Granting Clause.

     

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

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

     

    “Securities
      Exchange Act” means the Securities Exchange Act of 1934, as amended from
      time to time.

     

    “Securitization
      Transaction” means any new Notes issued, pursuant to Section 3.10, by the
      Issuing Entity, whether publicly offered or privately placed, rated or
      unrated.

     

     “Security
      Interest” means the security interest granted pursuant to the Granting
      Clause.

     

    “Senior
      Class” has, with respect to a Class of Notes of any Series, the meaning
      specified in the related Indenture Supplement.

     

    “Series”
      means, with respect to any Note, the series specified in the applicable
      Indenture Supplement.

     

    “Series
      Available Finance Charge Collections Shortfalls” has, with respect to any
      Shared Excess Available Finance Charge Collections Series, the meaning specified
      in the related Indenture Supplement.

     

    “Series
      Supplement” means a series supplement to a Pooling and Servicing Agreement
      or similar document setting forth the terms of a Collateral
      Certificate.

     

    “Servicing
      Criteria” means the “servicing criteria” set forth in Item 1122(d) of
      Regulation AB.

     

    “Shared
      Excess Available Finance Charge Collections Series” means a Series that,
      pursuant to the Indenture Supplement therefor, will share certain Finance Charge
      Collections allocated to such Series with other Series in the same Shared Excess
      Available Finance Charge Collections Group, as more specifically specified
      in
      such Indenture Supplement.

     

    “Shared
      Excess Available Finance Charge Collections Group” means a Group of Series
      which have all been designated to share certain excess Finance Charge
      Collections allocated to such Series with one another.

     

    “Stated
      Principal Amount” has, with respect to any Note, the meaning specified in
      the related Indenture Supplement or Terms Document.

     

    “Sub-Account”
      means each portion of a Bank Account designated as such pursuant to this
      Indenture, the related Indenture Supplement or the applicable Asset Pool
      Supplement.

     

    “Subordinated
      Class” has, with respect to a Class of Notes of any Series, the meaning
      specified in the related Indenture Supplement.

     

    “Subordinated
      Notes” means Notes of a Subordinated Class of a Series.

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    “Supplemental
      Bank Account” means the trust account or accounts designated as such and
      established pursuant to subsection 4.02(a).

     

    “Supplemental
      Credit Enhancement Agreement” means a letter of credit, cash collateral
      account or surety bond or other similar arrangement with various credit
      enhancement providers which provides the benefit of one or more additional
      forms
      of credit enhancement which is referenced in the applicable Indenture Supplement
      for any Series, Class or Tranche of Notes in an Asset Pool.

     

    “Supplemental
      Credit Enhancement Provider” means any party to any Supplemental Credit
      Enhancement Agreement other than the Issuing Entity or the Indenture
      Trustee.

     

    “Supplemental
      Liquidity Agreement” means a liquidity facility or other similar
      arrangements with various liquidity providers which provides the benefit of
      additional liquidity for any Series, Class or Tranche of Notes secured by an
      Asset Pool which is referenced in the applicable Indenture Supplement for such
      Series, Class or Tranche of Notes.

     

    “Supplemental
      Liquidity Provider” means any party to any Supplemental Liquidity Agreement
      other than the Issuing Entity or the Indenture Trustee.

     

    “Temporary
      Global Note” has the meaning specified in Section 2.05.

     

    “Terms
      Document” means, with respect to any Class or Tranche of Notes, a supplement
      to the Indenture Supplement that establishes such Class or Tranche.

     

    “Tranche”
      means, with respect to any Class of Notes, Notes of such Class which have
      identical terms, conditions and designation.  Notes of a single
      Tranche may be issued on different dates.

     

    “Transfer
      and Servicing Agreement” means the Third Amended and Restated Transfer and
      Servicing Agreement, dated as of December 19, 2007, among Chase USA, as
      Transferor, Servicer and Administrator, the Issuing Entity, and Wells Fargo
      Bank, National Association, as Indenture Trustee and Collateral
      Agent.

     

    “Transfer
      Agent” means Wells Fargo Bank, National Association.

     

    “Trust
      Agreement” means the Third Amended and Restated Trust Agreement, dated as of
      March 14, 2006, between Chase USA, as Beneficiary, and Wilmington Trust Company,
      as Owner Trustee.

     

    “Trust
      Indenture Act” means the Trust Indenture Act of 1939, as amended by the
      Trust Indenture Reform Act of 1990, as in force at the date as of which this
      Indenture was executed except as provided in Section 9.05.

     

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

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    “Unapplied
      Excess Finance Charge Collections” means, for any Note Transfer Date, with
      respect to each Shared Excess Available Finance Charge Collections Group, the
      aggregate amount to be treated as “Unapplied Excess Finance Charge Collections”
from such Shared Excess Available Finance Charge Collections Group for such
      Note
      Transfer Date pursuant to the Indenture Supplements for all Series in such
      Shared Excess Available Finance Charge Collections Group and Section 3.13 of
      this Indenture.

     

    “Unapplied
      Excess Finance Charge Sharing Collateral Certificate” means, with respect to
      each Shared Excess Available Finance Charge Collections Group, each Collateral
      Certificate included in any Asset Pool that is designated as an “Unapplied
      Excess Finance Charge Sharing Collateral Certificate” with respect to such
      Shared Excess Available Finance Charge Collections Group in the related Series
      Supplement.

     

    “Unapplied
      Master Trust Level Excess Finance Charge Collections” has, with respect to
      each Unapplied Master Trust Level Excess Finance Charge Sharing Collateral
      Certificate, the meaning specified in the related Series
      Supplement.

     

    “Unapplied
      Master Trust Level Excess Finance Charge Sharing Collateral Certificate”
means, with respect to each Shared Excess Available Finance Charge Collections
      Group, each Collateral Certificate included in any Asset Pool that is designated
      as an “Unapplied Master Trust Level Excess Finance Charge Sharing Collateral
      Certificate” with respect to such Shared Excess Available Finance Charge
      Collections Group in the related Series Supplement.

     

    “Unapplied
      Master Trust Level Principal Collections” has, with respect to each
      Unapplied Master Trust Level Principal Sharing Collateral Certificate, the
      meaning specified in the related Series Supplement.

     

    “Unapplied
      Master Trust Level Principal Sharing Collateral Certificate” shall mean each
      Collateral Certificate included in any Asset Pool that is designated as an
      “Unapplied Master Trust Level Principal Sharing Collateral Certificate” with
      respect to such Asset Pool in the related Series Supplement.

     

    “United
      States Person” means a citizen or resident of the United States, a
      corporation, partnership or other entity created or organized in or under the
      laws of the United States, or any political subdivision thereof, or an estate
      or
      trust the income of which is subject to United States federal income taxation
      regardless of its source.

     

    “U.S.
      Depository” means, unless otherwise specified by the Issuing Entity pursuant
      to Section 2.04, 2.06, or 3.01, with respect to Notes of any Tranche issuable
      or
      issued as a Global Note within the United States, The Depository Trust Company,
      New York, New York, or any successor thereto registered as a clearing agency
      under the Securities Exchange Act, or other applicable statute or
      regulation.

     

    Section
      1.02        Compliance Certificates
      and Opinions.  Upon any application or request by the Issuing
      Entity to the Indenture Trustee to take any action under any provision of this
      Indenture, the Issuing Entity will furnish to the Indenture 

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

       

      Trustee
        (i) an Officer’s Certificate stating that all conditions precedent, if any,
        provided for in this Indenture relating to the proposed action have been
        complied with and (ii) an Opinion of Counsel stating that in the opinion
        of such
        counsel all such conditions precedent, if any, have been complied with, 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
        relating to such particular application or request, no additional certificate
        or
        opinion need be furnished.

    

     

    Notwithstanding
      the provisions of Section 3.10 and of the preceding paragraph, if all Notes
      of a
      Tranche are not to be originally issued at one time, it will not be necessary
      to
      deliver the Issuing Entity Certificate otherwise required pursuant to Section
      3.10 or the Officer’s Certificate and Opinion of Counsel otherwise required
      pursuant to such preceding paragraph at or before the time of authentication
      of
      each Note of such Tranche if such documents are delivered at or prior to the
      authentication upon original issuance of the first Note of such Tranche to
      be
      issued.

     

    The
      Indenture Trustee may rely, as to authorization by the Issuing Entity of any
      Tranche of Notes, the form and terms thereof and the legality, validity, binding
      effect and enforceability thereof, upon the Opinion of Counsel and the other
      documents delivered pursuant to Section 3.10 and this Section 1.02, as
      applicable, in connection with the first authentication of Notes of such
      Tranche.

     

    Every
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture (except for the written statement required by
      Section 10.04) will include:

     

    (a)           a
      statement that each individual signing such certificate or opinion has read
      such
      covenant or condition and the definitions herein relating thereto;

     

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

     

    (c)           a
      statement that such individual has made such examination or investigation as
      is
      necessary to express an informed opinion as to whether or not such covenant
      or
      condition has been complied with; and

     

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

     

    Section
      1.03        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, one or more
      specified Persons, one such Person may certify or give an opinion with respect
      to some matters and one or more other such Persons as to the other matters,
      and
      any such Person may certify or give an opinion as to such matters in one or
      several documents.

     

     

    
      
        
        

      

      
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    Any
      certificate or opinion of the Issuing Entity may be based, insofar as it relates
      to legal matters, upon a certificate or opinion of, or representations by,
      counsel, unless the Issuing Entity knows, or in the exercise of reasonable
      care
      should know, that the certificate or opinion or representations are
      erroneous.  Any such certificate or opinion of, or representation by,
      counsel may be based, insofar as it relates to factual matters, upon a
      certificate or opinion of, or representations by, the Issuing Entity stating
      that the information with respect to such factual matters is in the possession
      of the Issuing Entity, unless such counsel knows, or in the exercise of
      reasonable care should know, that the certificate or opinion or representations
      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.

     

    Section
      1.04        Acts of
      Noteholders.

     

    (a)           Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action (collectively, an “Action”) provided by this Indenture to be given or
      taken by Noteholders of any Series, Class or Tranche may be embodied in and
      evidenced by one or more instruments of substantially similar tenor signed
      by
      such Noteholders in person or by an agent duly appointed in
      writing.  If Notes of a Series, Class or Tranche are issuable in whole
      or in part as Bearer Notes, any Action provided by this Indenture to be given
      or
      taken by such Noteholders may, alternatively, be embodied in and evidenced
      by
      the record of such Noteholders voting in favor thereof, either in person or
      by
      proxies duly appointed in writing, at any meeting of Noteholders duly
      called and held in accordance with the provisions of Section 8.04, or a
      combination of such instruments and any such record.  Except as herein
      otherwise expressly provided, such Action will become effective when such
      instrument or instruments or record are delivered to the Indenture Trustee,
      and, where it is hereby expressly required, to the Issuing
      Entity.  Such instrument or instruments and any such record (and the
      Action embodied therein and evidenced thereby) are herein sometimes referred
      to
      as the “Act” of the Noteholders signing such instrument or instruments and so
      voting at any meeting.  Proof of execution of any such instrument or
      of a writing appointing any such agent, or the holding by any Person of a Note,
      will be sufficient for any purpose of this Indenture and (subject to Section
      7.01) conclusive in favor of the Indenture Trustee and the Issuing Entity,
      if
      made in the manner provided in this Section 1.04.  The record of any
      meeting of Noteholders shall be proved in the manner provided in Section
      8.04.

     

    (b)           The
      fact and date of the execution by any Person of any such instrument or writing
      may be proved by the affidavit of a witness to such execution or by the
      certificate of any notary public or other officer authorized by law to take
      acknowledgments of deeds, certifying that the individual signing such instrument
      or writing acknowledged to him the execution thereof.  Where such
      execution is by an officer of a corporation or a member of a partnership, on
      behalf of such corporation or partnership, such certificate or affidavit will
      also constitute sufficient proof of his authority.  The fact and date
      of the execution of any such instrument or writing, or the 

     

     

    
      
        
        

      

      
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      authority
        of the person executing the same, may also be proved in any other manner
        which
        the Indenture Trustee deems sufficient.

    

     

    (c)              (i)                 The
      ownership of Registered Notes will be proved by the Note Register.

     

    (ii)                 The
      ownership of Bearer Notes or coupons will be proved by the production of such
      Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity,
      executed, as depository, by any bank, trust company, recognized securities
      dealer or depository, wherever situated, satisfactory to the Issuing
      Entity.  Each such certificate will be dated and will state that on
      the date thereof a Bearer Note or coupon bearing a specified serial number
      was
      deposited with or exhibited to such bank, trust company, recognized securities
      dealer or depository by the Person named in such certificate.  Any
      such certificate may be issued in respect of one or more Bearer Notes or coupons
      specified therein.  The holding by the Person named in any such
      certificate of any Bearer Note specified therein will be presumed to continue
      for a period of one year from the date of such certificate unless at the time
      of
      any determination of such holding (A) another certificate bearing a later date
      issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer
      Note or coupon specified in such certificate is produced by some
      other Person or (C) the Bearer Note or coupon specified in such certificate
      has ceased to be Outstanding.

     

    (d)           The
      fact and date of execution of any such instrument or writing, the authority
      of
      the Person executing the same and the principal amount and serial numbers of
      Bearer Notes held by the Person so executing such instrument or writing and
      the
      date of holding the same may also be proved in any other manner which the
      Indenture Trustee deems sufficient; and the Indenture Trustee may in any
      instance require further proof with respect to any of the matters referred
      to in
      this Section.

     

    (e)           If
      the Issuing Entity will solicit from the Holders any Action, the Issuing Entity
      may, at its option, by an Officer’s Certificate and consistent with the Trust
      Indenture Act, fix in advance a record date for the determination of Holders
      entitled to give such Action, but the Issuing Entity will have no obligation
      to
      do so.  If the Issuing Entity does not so fix a record date, such
      record date will be the later of 30 days before the first solicitation of such
      Action or the date of the most recent list of Noteholders furnished to the
      Indenture Trustee pursuant to Section 8.01 before such
      solicitation.  Such Action may be given before or after the record
      date, but only the Holders of record at the close of business on the record
      date will be deemed to be Holders for the purposes of determining whether
      Holders of the requisite proportion of Notes Outstanding have authorized or
      agreed or consented to such Action, and for that purpose the Notes Outstanding
      will be computed as of the record date; provided that no such
      authorization, agreement or consent by the Holders on the record date will
      be
      deemed effective unless it will become effective pursuant to the provisions
      of
      this Indenture not later than six months after the record date.

     

    
      
        
        

      

      
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    (f)           Any
      Action by the Holder of any Note will bind the Holder of every Note issued
      upon
      the transfer thereof or in exchange therefor or in lieu thereof, in respect
      of
      anything done or suffered to be done by the Indenture Trustee or the Issuing
      Entity in reliance thereon whether or not notation of such Action is made upon
      such Note.

     

    (g)           Without
      limiting the foregoing, a Holder entitled hereunder to take any Action hereunder
      with regard to any particular Note may do so with regard to all or any part
      of
      the principal amount of such Note or by one or more duly appointed agents each
      of which may do so pursuant to such appointment with regard to all or any part
      of such principal amount.  Any notice given or Action taken by a
      Holder or its agents with regard to different parts of such principal amount
      pursuant to this paragraph shall have the same effect as if given or taken
      by
      separate Holders of each such different part.

     

    (h)           Without
      limiting the generality of the foregoing, unless otherwise specified pursuant
      to
      Section 3.01 or pursuant to one or more Indenture Supplements, a Holder,
      including a Depository that is the Holder of a Global Note, may make, give
      or
      take, by a proxy or proxies duly appointed in writing, any Action provided
      in
      this Indenture to be made, given or taken by Holders, and a Depository that
      is
      the Holder of a Global Note may provide its proxy or proxies to the beneficial
      owners of interests in any such Global Note through such Depository’s standing
      instructions and customary practices.

     

    (i)           The
      Issuing Entity may fix a record date for the purpose of determining the Persons
      who are beneficial owners of interests in any Global Note held by a Depository
      entitled under the procedures of such Depository to make, give or take, by
      a
      proxy or proxies duly appointed in writing, any Action provided in this
      Indenture to be made, given or taken by Holders.  If such a record
      date is fixed, the Holders on such record date or their duly appointed proxy
      or
      proxies, and only such Persons, shall be entitled to make, give or take such
      Action, whether or not such Holders remain Holders after such record
      date.  No such Action shall be valid or effective if made, given or
      taken more than 90 days after such record date.

     

    Section
      1.05        Notices, etc., to
      Indenture Trustee and Issuing Entity.  Any Action of Noteholders
      or other document provided or permitted by this Indenture to be made upon,
      given
      or furnished to, or filed with, the Indenture Trustee by any Noteholder or
      by
      the Issuing Entity will be sufficient for every purpose hereunder if made,
      given, furnished or filed in writing to or with the Indenture Trustee at its
      Corporate Trust Office, or the Issuing Entity by the Indenture Trustee or by
      any
      Noteholder will be sufficient for every purpose hereunder (except as provided
      in
      subsection 6.01(c)) if in writing and mailed, first-class postage prepaid,
      to
      the Issuing Entity addressed to it at the address of its principal office
      specified in the first paragraph of this Indenture or at any other address
      previously furnished in writing to the Indenture Trustee by the Issuing
      Entity.

     

     

    
      
        
        

      

      
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    Section
      1.06        Notices to Noteholders;
      Waiver.

     

    (a)           Where
      this Indenture, any Indenture Supplement or any Registered Note provides for
      notice to Registered Noteholders of any event, such notice will be sufficiently
      given (unless otherwise herein, in such Indenture Supplement or in such
      Registered Note expressly provided) if in writing and mailed, first-class
      postage prepaid, sent by facsimile, sent by electronic transmission or
      personally delivered to each Holder of a Registered Note affected by such event,
      at such Noteholder’s address as it appears in 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
      Registered Noteholders is given by mail, facsimile, electronic transmission
      or
      delivery neither the failure to mail, send by facsimile, electronic transmission
      or deliver such notice, nor any defect in any notice so mailed, to any
      particular Noteholders will affect the sufficiency of such notice with respect
      to other Noteholders and any notice that is mailed, sent by facsimile,
      electronic transmission or delivered in the manner herein provided shall
      conclusively have been presumed to have been duly given.

     

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

     

    (b)           In
      case, by reason of the suspension of regular mail service as a result of a
      strike, work stoppage or otherwise, it will be impractical to mail notice of
      any
      event to any Holder of a Registered Note when such notice is required to be
      given pursuant to any provision of this Indenture, then any method of
      notification as will be satisfactory to the Indenture Trustee and the Issuing
      Entity will be deemed to be a sufficient giving of such notice.

     

    (c)           No
      notice will be given by mail, facsimile, electronic transmission or otherwise
      delivered to a Holder of Bearer Notes or coupons in bearer form.  In
      the case of any Series, Class or Tranche with respect to which any Bearer Notes
      are Outstanding, any notice required or permitted to be given to Holders of
      such
      Bearer Notes will be published in an Authorized Newspaper within the time period
      prescribed in this Indenture or the applicable Indenture
      Supplement.

     

    (d)           With
      respect to any Series, Class or Tranche of Notes, the applicable Indenture
      Supplement may specify different or additional means of giving notice to the
      Holders of the Notes of such Series, Class or Tranche.

     

    (e)           Where
      this Indenture provides for notice to any Note Rating Agency, failure to give
      such notice will not affect any other rights or obligations created hereunder
      and will not under any circumstance constitute an Adverse Effect.

     

     

    
      
        
        

      

      
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    Section
      1.07        Conflict with Trust
      Indenture Act.  If and to the extent that any provision of this
      Indenture limits, qualifies or conflicts with the duties imposed by, or with
      another provision (an “incorporated provision”) included in this Indenture by
      operation of, Sections 310 to 318, inclusive, of the Trust Indenture Act, such
      imposed duties or incorporated provision will control.  If any
      provision of this Indenture modifies or excludes any provision of the Trust
      Indenture Act that may be so modified or excluded, the latter provision will
      be
      deemed to apply to this Indenture as so modified or excluded, as the case may
      be.

     

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

     

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

     

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

     

    Section
      1.11        Benefits of
      Indenture.  Nothing in this Indenture or in any Notes,
      express or implied, will give to any Person, other than the parties hereto
      and
      their successors hereunder, the Collateral Agent, any Authenticating Agent
      or
      Paying Agent, the Note Registrar, Derivative Counterparties (to the extent
      specified in the applicable Derivative Agreement), Supplemental Credit
      Enhancement Providers and Supplemental Liquidity Providers (each, to the extent
      specified in the applicable Supplemental Credit Enhancement Agreement or
      Supplemental Liquidity Agreement, as applicable) and the Holders of Notes (or
      such of them as may be affected thereby), any benefit or any legal or equitable
      right, remedy or claim under this Indenture.

     

    Section
      1.12       Governing
      Law.  THIS INDENTURE WILL BE CONSTRUED IN ACCORDANCE WITH AND
      GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT
      OF LAW PROVISIONS AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
      HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS.

     

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

     

    Section
      1.14        Indenture Referred to in
      the Trust Agreement.  This is the Indenture referred to in
      the Trust Agreement.

     

    Section
      1.15        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


     

     

    
      
        
        

      

      
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      the
        Notes or this Indenture) payment need not be made on such date, but may be
        made
        on the next succeeding Business Day with the same force and effect as if
        made on
        the date on which nominally due, and no interest shall accrue for the period
        from and after any such nominal date.

    

     

     

    [END
      OF ARTICLE I]

     


    
      
        
        

      

      
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    ARTICLE
      II

     

    NOTE
      FORMS

     

    Section
      2.01        Forms
      Generally.  The Notes will have such appropriate insertions,
      omissions, substitutions and other variations as are required or permitted
      by
      this Indenture or the applicable Indenture Supplement and may have such letters,
      numbers or other marks of identification and such legends or endorsements placed
      thereon, as may be required to comply with applicable laws or regulations or
      with the rules of any securities exchange, or as may, consistently herewith,
      be
      determined by the Issuing Entity, as evidenced by the Issuing Entity’s execution
      of such 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 will be typewritten, printed, lithographed or engraved or
      produced by any combination of these methods (with or without steel engraved
      borders) or may be produced in any other manner, all as determined by the
      Issuing Entity, as evidenced by the Issuing Entity’s execution of such Notes,
      subject, with respect to the Notes of any Series, Class or Tranche, to the
      rules
      of any securities exchange on which such Notes are listed.

     

    Section
      2.02        Forms of
      Notes.   Each Note will be in one of the forms approved from
      time to time by or pursuant to an Indenture Supplement.  Before the
      delivery of a Note to the Indenture Trustee for authentication in any form
      approved by or pursuant to an Issuing Entity Certificate, the Issuing Entity
      will deliver to the Indenture Trustee the Issuing Entity Certificate by or
      pursuant to which such form of Note has been approved, which Issuing Entity
      Certificate will have attached thereto a true and correct copy of the form
      of
      Note which has been approved thereby or, if an Issuing Entity Certificate
      authorizes a specific officer or officers of the Beneficiary to approve a form
      of Note, a certificate of such officer or officers approving the form of Note
      attached thereto.  Any form of Note approved by or pursuant to an
      Issuing Entity Certificate must be acceptable as to form to the Indenture
      Trustee, such acceptance to be evidenced by the Indenture Trustee’s
      authentication of Notes in that form or a certificate signed by an Indenture
      Trustee Authorized Officer and delivered to the Issuing Entity.

     

    Section
      2.03        Form of Indenture
      Trustee’s Certificate of Authentication.  The form
      of Indenture Trustee’s Certificate of Authentication for any Note issued
      pursuant to this Indenture will be substantially as follows:

     

     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is one of the Notes of the Series, Class or Tranche designated therein referred
      to in the within-mentioned Indenture.

     

     

    
      
        
        

      

      
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    WELLS
      FARGO BANK,

      NATIONAL
      ASSOCIATION,

    as
      Indenture Trustee,

     

    By:
      _______________________________

            
      Authorized Signatory

     

    Dated:
      _____________________________

     

    Section
      2.04        Notes Issuable in the
      Form of a Global Note.

     

    (a)           If
      the Issuing Entity establishes pursuant to Sections 2.02 and 3.01 that the
      Notes
      of a particular Series, Class or Tranche are to be issued in whole or in part
      in
      the form of one or more Global Notes, then the Issuing Entity will execute
      and
      the Indenture Trustee or its agent will, in accordance with Section 3.03 and
      the
      Issuing Entity Certificate delivered to the Indenture Trustee or its agent
      thereunder, authenticate and deliver, such Global Note or Notes, which, unless
      otherwise provided in the applicable Indenture Supplement (i) will represent,
      and will be denominated in an amount equal to the aggregate Stated Principal
      Amount (or in the case of Discount Notes, the aggregate Stated Principal
      Amount at the Scheduled Principal Payment Date of such Notes) of  the
      Outstanding Notes of such Series, Class or Tranche to be represented by such
      Global Note or Notes, or such portion thereof as the Issuing Entity will specify
      in an Issuing Entity Certificate, (ii) in the case of Registered Notes, will
      be
      registered in the name of the Depository for such Global Note or Notes or its
      nominee, (iii) will be delivered by the Indenture Trustee or its agent to the
      Depository or pursuant to the Depository’s instruction, (iv) if applicable, will
      bear a legend substantially to the following effect:  “Unless this
      Note is presented by an authorized representative of The Depository Trust
      Company, a New York corporation (“DTC”), to the Issuing Entity or its agent for
      registration of transfer, exchange or payment, and any Note issued is registered
      in the name of Cede & Co. or in such other name as is requested by an
      authorized representative of DTC (and any payment is made to Cede & Co. or
      to such other entity as is requested by an authorized representative of DTC),
      any transfer, pledge or other use hereof for value or otherwise by or to any
      person is wrongful inasmuch as the registered owner hereof, Cede & Co., has
      an interest herein” and (v) may bear such other legend as the Issuing Entity,
      upon advice of counsel, deems to be applicable.

     

    (b)           Notwithstanding
      any other provisions of this Section 2.04 or of Section 3.05, and subject to
      the
      provisions of paragraph (c) below, unless the terms of a Global Note or the
      applicable Indenture Supplement expressly permit such Global Note to be
      exchanged in whole or in part for individual Notes, a Global Note may be
      transferred, in whole but not in part and in the manner provided in Section
      3.05, only to a nominee of the Depository for such Global Note, or to the
      Depository, or a successor Depository for such Global Note selected or approved
      by the Issuing Entity, or to a nominee of such successor
      Depository.

     

    (c)           With
      respect to Notes issued within the United States, unless otherwise specified
      in
      the applicable Indenture Supplement, or with respect to 

     

     

    
      
        
        

      

      
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      Notes
        issued outside the United States, if specified in the applicable Indenture
        Supplement:

    

     

    (i)                 If
      at any time the Depository for a Global Note notifies the Issuing Entity that
      it
      is unwilling or unable to continue as Depository for such Global Note or if
      at
      any time the Depository for the Notes for such Series, Class or Tranche ceases
      to be a clearing agency registered under the Securities Exchange Act, or other
      applicable statute or regulation, the Issuing Entity will appoint a successor
      Depository with respect to such Global Note.  If a successor
      Depository for such Global Note is not appointed by the Issuing Entity within
      90
      days after the Issuing Entity receives such notice or becomes aware of such
      ineligibility, the Issuing Entity will execute, and the Indenture Trustee or
      its
      agent, upon receipt of an Issuing Entity Certificate requesting the
      authentication and delivery of individual Notes of such Series, Class or Tranche
      in exchange for such Global Note, will authenticate and deliver, individual
      Notes of such Series, Class or Tranche of like tenor and terms in an aggregate
      Stated Principal Amount equal to the Stated Principal Amount of the Global
      Note
      in exchange for such Global Note.

     

    (ii)                 The
      Issuing Entity may at any time and in its sole discretion determine that the
      Notes of any Series, Class or Tranche or portion thereof issued or issuable
      in
      the form of one or more Global Notes will no longer be represented by such
      Global Note or Notes.  In such event the Issuing Entity will execute,
      and the Indenture Trustee, upon receipt of a written request by the Issuing
      Entity for the authentication and delivery of individual Notes of such
      Series, Class or Tranche in exchange in whole or in part for such Global
      Note, will authenticate and deliver individual Notes of such Series, Class
      or
      Tranche of like tenor and terms in definitive form in an aggregate Stated
      Principal Amount equal to the Stated Principal Amount of such Global Note or
      Notes representing such Series, Class or Tranche or portion thereof in exchange
      for such Global Note or Notes.

     

    (iii)                 If
      specified by the Issuing Entity pursuant to Sections 2.02 and 3.01 with respect
      to Notes issued or issuable in the form of a Global Note, the Depository for
      such Global Note may surrender such Global Note in exchange in whole or in
      part
      for individual Notes of such Series, Class or Tranche of like tenor and terms
      in
      definitive form on such terms as are acceptable to the Issuing Entity and such
      Depository.  Thereupon the Issuing Entity will execute, and the
      Indenture Trustee or its agent will authenticate and deliver, without service
      charge, (A) to each Person specified by such Depository a new Note or Notes
      of
      the same Series, Class or Tranche of like tenor and terms and of any authorized
      denomination as requested by such Person in aggregate Stated Principal Amount
      equal to and in exchange for such Person’s beneficial interest in the Global
      Note; and (B) to such Depository a new Global Note of like tenor and terms
      and
      in an authorized denomination equal to the difference, if any, between the
      Stated Principal Amount of the surrendered Global Note and the aggregate Stated
      Principal Amount of Notes delivered to the Holders thereof.

     

     

    
      
        
        

      

      
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    (iv)                 If
      any Event of Default has occurred with respect to such Global Notes, and Holders
      of Notes evidencing more than 50% of the unpaid Outstanding Dollar Principal
      Amount of the Global Notes of that Series, Class or Tranche advise the Indenture
      Trustee and the Depository that a Global Note is no longer in the best interest
      of the Noteholders, the Holders of Global Notes may exchange such Notes for
      individual Notes.

     

    (v)                 In
      any exchange provided for in any of the preceding three paragraphs, the Issuing
      Entity will execute and the Indenture Trustee or its agent will authenticate
      and
      deliver individual Notes in definitive registered form in authorized
      denominations.  Upon the exchange of the entire Stated Principal
      Amount of a Global Note for individual Notes, such Global Note will be canceled
      by the Indenture Trustee or its agent.  Except as provided in the
      preceding paragraphs, Notes issued in exchange for a Global Note pursuant to
      this Section 2.04 will be registered in such names and in such authorized
      denominations as the Depository for such Global Note, pursuant to instructions
      from its direct or indirect participants or otherwise, will instruct the
      Indenture Trustee or the Note Registrar.  The Indenture Trustee or the
      Note Registrar will deliver such Notes to the Persons in whose names such Notes
      are so registered.

     

    Section
      2.05        Temporary Global Notes
      and Permanent Global Notes.

     

    (a)           If
      specified in the applicable Indenture Supplement for any Tranche, all or any
      portion of a Global Note may initially be issued in the form of a single
      temporary global Bearer Note or Registered Note (the “Temporary Global Note”),
      without interest coupons, in the denomination of the entire aggregate principal
      amount of such Series, Class or Tranche and substantially in the form set forth
      in the exhibit with respect thereto attached to the applicable Indenture
      Supplement.  The Temporary Global Note will be authenticated by the
      Indenture Trustee upon the same conditions, in substantially the same manner
      and
      with the same effect as the Notes in definitive form.  The Temporary
      Global Note may be exchanged as described below or in the applicable Indenture
      Supplement for permanent global Bearer Notes or Registered Notes (the “Permanent
      Global Notes”).

     

    (b)           Unless
      otherwise provided in the applicable Indenture Supplement, exchanges of
      beneficial interests in Temporary Global Notes for beneficial interests in
      Permanent Global Notes will be made as provided in this subsection
      2.05(b).  The Beneficiary will, upon its determination of the
      date of completion of the distribution of the Notes of such Series, Class or
      Tranche, so advise the Indenture Trustee, the Issuing Entity, the Foreign
      Depository, and each foreign clearing agency forthwith.  Without
      unnecessary delay, but in any event not prior to the Exchange Date, the
      Issuing Entity will execute and deliver to the Indenture Trustee at the office
      of its designated agent outside the United States Permanent Global Notes in
      bearer or registered form (as specified in the applicable Indenture Supplement)
      in an aggregate principal amount equal to the Outstanding Dollar Principal
      Amount of such Series, Class or Tranche of Notes.  Bearer Notes so
      issued and delivered may have coupons attached.  The Temporary Global
      Note may be exchanged for an equal aggregate principal amount of Permanent


     

     

    
      
        
        

      

      
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      Global
        Notes only on or after the Exchange Date.  A United States Person may
        exchange the portion of the Temporary Global Note beneficially owned by it
        only
        for an equal aggregate principal amount of Permanent Global Notes in registered
        form bearing the applicable legend set forth in the form of Registered Note
        attached to the applicable Indenture Supplement, which may be in temporary
        form
        if the Issuing Entity so elects.  Upon any demand for exchange for
        Permanent Global Notes in accordance with this clause, the Issuing Entity
        will
        cause the Indenture Trustee to authenticate and deliver the Permanent Global
        Notes to the Holder (x) outside the United States, in the case of Bearer
        Notes
        and (y) according to the instructions of the Holder, in the case of Registered
        Notes, but in either case only upon presentation to the Indenture Trustee
        of a
        written statement substantially in the form of Exhibit B-1 (or such other
        form as the Issuing Entity may determine) with respect to the Temporary Global
        Note, or portion thereof being exchanged, signed by a foreign clearing agency
        or
        Foreign Depository and dated on the Exchange Date or a subsequent date, to
        the
        effect that it has received in writing or by tested telex a certification
        substantially in the form of (i) in the case of beneficial ownership of the
        Temporary Global Note, or a portion thereof being exchanged, by a United
        States
        institutional investor pursuant to this clause, the certificate in the form
        of
Exhibit B-2 (or such other form as the Issuing Entity may determine)
        signed by the Beneficiary which sold the relevant Notes or (ii) in all other
        cases, the certificate in the form of Exhibit B-3 (or such other form as
        the Issuing Entity may determine), the certificate referred to in this
        subsection 2.05(b) being dated on the earlier of the first payment of interest
        in respect of such Note and the date of the delivery of such Note in definitive
        form.  Upon receipt of such certification, the Indenture Trustee will
        cause the Temporary Global Note to be endorsed in accordance with subsection
        2.05(d).  Any exchange as provided in this Section 2.05 will be made
        free of charge to the Holders and the beneficial owners of the Temporary
        Global
        Note and to the beneficial owners of the Permanent Global Note issued in
        exchange, except that a person receiving the Permanent Global Note must bear
        the
        cost of insurance, postage, transportation and the like in the event that
        such
        Person does not receive such Permanent Global Note in person at the offices
        of a
        foreign clearing agency or Foreign Depository.

    

     

    (c)           The
      delivery to the Indenture Trustee by a foreign clearing agency or Foreign
      Depository of any written statement referred to above may be relied upon by
      the
      Issuing Entity and the Indenture Trustee as conclusive evidence that a
      corresponding certification or certifications has or have been delivered to
      such
      foreign clearing agency pursuant to the terms of this Indenture.

     

    (d)           Upon
      any such exchange of all or a portion of the Temporary Global Note for a
      Permanent Global Note or Notes, such Temporary Global Note will be endorsed
      by
      or on behalf of the Indenture Trustee to reflect the reduction of its principal
      amount by an amount equal to the aggregate principal amount of such Permanent
      Global Note or Notes.  Until so exchanged in full, such Temporary
      Global Note will in all respects be entitled to the same benefits under this
      Indenture as Permanent Global Notes authenticated and delivered hereunder except
      that the beneficial owners of such Temporary Global Note will not be entitled
      to
      receive payments of interest on the Notes until they have exchanged their
      beneficial interests in such Temporary Global Note for Permanent Global
      Notes.

     

     

    
      
        
        

      

      
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    Section
      2.06        Beneficial Ownership of
      Global Notes. Until definitive Notes have been issued to the
      applicable Noteholders pursuant to Section 2.04 or as otherwise specified in
      any
      applicable Indenture Supplement:

     

    (a)           the
      Issuing Entity and the Indenture Trustee may deal with the applicable clearing
      agency or Depository and the clearing agency’s or Depository’s participants for
      all purposes (including the making of distributions) as the authorized
      representatives of the respective Note Owners; and

     

    (b)           the
      rights of the respective Note Owners will be exercised only through the
      applicable clearing agency or Depository and the clearing agency’s or
      Depository’s participants and will be limited to those established by law and
      agreements between such Note Owners and the clearing agency or Depository and/or
      the clearing agency’s or
      Depository’s  participants.  Pursuant to the operating rules
      of the applicable clearing agency, unless and until Notes in definitive form
      are
      issued pursuant to Section 2.04, the clearing agency or the Depository will
      make
      book-entry transfers among the clearing agency’s or the Depository’s
      participants and receive and transmit distributions of principal and interest
      on
      the related Notes to such clearing agency’s or Depository’s
      participants.

     

    For
      purposes of any provision of this Indenture requiring or permitting Actions
      with
      the consent of, or at the direction of, Noteholders evidencing a specified
      percentage of the Outstanding Dollar Principal Amount of Outstanding Notes,
      such
      direction or consent may be given by Note Owners (acting through the clearing
      agency and the clearing agency’s participants) owning interests in Notes
      evidencing the requisite percentage of principal amount of Notes.

     

    Section
      2.07        Notices to
      Depository.  Whenever any notice or other communication is
      required to be given to Noteholders with respect to which book-entry Notes
      have
      been issued, unless and until Notes in definitive form will have been issued
      to
      the related Note Owners, the Indenture Trustee will give all such notices and
      communications to the applicable clearing agency or Depository.

     

    [END
      OF ARTICLE II]


    
      
        
        

      

      
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    ARTICLE
      III

     

    THE
      NOTES

     

    Section
      3.01        General Title; General
      Limitations; Issuable in Series; Terms of a Series, Class or Tranche of
      Notes.

     

    (a)           The
      aggregate Stated Principal Amount of Notes which may be authenticated and
      delivered and Outstanding under this Indenture is not limited.

     

    (b)           The
      Notes may be issued in one or more Series, Classes or Tranches up to an
      aggregate Stated Principal Amount of Notes as from time to time may be
      authorized by the Issuing Entity.  All Notes of each Series, Class or
      Tranche under this Indenture will in all respects be equally and ratably
      entitled to the benefits hereof with respect to such Series, Class or Tranche
      without preference, priority or distinction on account of the actual time of
      the
      authentication and delivery or Scheduled Principal Payment Date or Legal
      Maturity Date of the Notes of such Series, Class or Tranche, except as specified
      in the applicable Indenture Supplement for such Series, Class or Tranche of
      Notes.

     

    (c)           Each
      Note issued must be part of a Series, Class and Tranche of Notes for purposes
      of
      allocations pursuant to the related Asset Pool Supplement and the related
      Indenture Supplement.  A Series of Notes is created pursuant to an
      Indenture Supplement.  A Class or Tranche of Notes is created pursuant
      to an Indenture Supplement or pursuant to a Terms Document related to the
      Indenture Supplement for the applicable Series.

     

    (d)           Each
      Series of Notes will be secured by a particular Asset Pool.  The
      related Indenture Supplement will identify the Asset Pool under which a Series
      of Notes has been issued.

     

    (e)           Each
      Series of Notes may be assigned to a Group or Groups (now existing or hereafter
      created) of Notes for purposes of allocations of certain collections pursuant
      to
      Section 3.12, the related Asset Pool Supplement and the related Indenture
      Supplement.  The related Indenture Supplement will identify the Group
      or Groups, if any, to which a Series of Notes has been assigned and the manner
      and extent to which Series in the same Group or Groups will share certain
      amounts.

     

    (f)           Each
      Series of Notes may be, but need not be, subdivided into multiple
      Classes.  Notes belonging to a Class in any Series may be entitled to
      specified payment priorities over other Classes of Notes in that
      Series.

     

    (g)           Notes
      of a Series that belong to different Classes in that Series belong to different
      Tranches on the basis of the difference in Class membership.

     

     

    
      
        
        

      

      
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    (h)           Each
      Class of Notes may consist of a single Tranche or may be subdivided into
      multiple Tranches.  Notes of a single Class of a Series will belong to
      different Tranches if they have different terms and conditions.  With
      respect to any Class of Notes, Notes which have identical terms, conditions
      and
      Tranche designation will be deemed to be part of a single Tranche of
      Notes.

     

    (i)           Before
      the initial issuance of Notes of each Series, Class or Tranche, there shall
      also
      be established in or pursuant to an Indenture Supplement or pursuant to a Terms
      Document related to the applicable Indenture Supplement, provision
      for:

     

    (i)                 the
      Series designation;

     

    (ii)                 the
      Asset Pool designation;

     

    (iii)                 the
      Stated Principal Amount of the Notes;

     

    (iv)                 whether
      such Series belongs to any Group or Groups;

     

    (v)                 whether
      such Notes are of a particular Class of Notes or a Tranche of a Class of
      Notes;

     

    (vi)                 the
      Required Subordinated Amount (if any) for such Class or Tranche of
      Notes;

     

    (vii)                 the
      currency or currencies in which such Notes will be denominated and in which
      payments of principal of, and interest on, such Notes will or may be
      payable;

     

    (viii)                 if
      the principal of or interest, if any, on such Notes are to be payable, at the
      election of the Issuing Entity or a Holder thereof, in a currency or currencies
      other than that in which the Notes are stated to be payable, the period or
      periods within which, and the terms and conditions upon which, such election
      may
      be made;

     

    (ix)                 if
      the amount of payments of principal of or interest, if any, on such Notes may
      be
      determined with reference to an index based on (A) a currency or currencies
      other than that in which the Notes are stated to be payable, (B) changes in
      the
      prices of one or more other securities or Groups or indexes of securities or
      (C)
      changes in the prices of one or more commodities or Groups or indexes of
      commodities, or any combination of the foregoing, the manner in which such
      amounts will be determined;

     

    (x)                 the
      price or prices at which such Series, Class or Tranche of Notes will be
      issued;

     

     

    
      
        
        

      

      
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    (xi)                 the
      times at which such Series, Class or Tranche of Notes may, pursuant to any
      optional or mandatory redemption provisions, be redeemed, and the other terms
      and provisions of any such redemption provisions;

     

    (xii)                 the
      rate per annum at which such Series, Class or Tranche of Notes will bear
      interest, if any, or the formula or index on which such rate will be determined,
      including all relevant definitions, and the date from which interest will
      accrue;

     

    (xiii)                 each
      Interest Payment Date, the Scheduled Principal Payment Date and the Legal
      Maturity Date for such Series, Class or Tranche of Notes;

     

    (xiv)                 the
      Initial Dollar Principal Amount of such Notes, and the means for calculating
      the
      Outstanding Dollar Principal Amount of such Series, Class or Tranche of
      Notes;

     

    (xv)                 the
      Nominal Liquidation Amount of such Series, Class or Tranche of Notes, and the
      means for calculating the Nominal Liquidation Amount of such Series, Class
      or
      Tranche of Notes;

     

    (xvi)                 whether
      or not application will be made to list such Series, Class or Tranche of Notes
      on any securities exchange;

     

    (xvii)                 any
      Events of Default or Early Amortization Events with respect to such Series,
      Class or Tranche of Notes, if not set forth herein and any additions, deletions
      or other changes to the Events of Default or Early Amortization Events set
      forth
      herein that will be applicable to such Series, Class or Tranche of Notes
      (including a provision making any Event of Default or Early Amortization Event
      set forth herein inapplicable to the Notes of that Series, Class or
      Tranche);

     

    (xviii)                 the
      appointment by the Indenture Trustee of an Authenticating Agent in one or more
      places with power to act on behalf of the Indenture Trustee and subject to
      its
      direction in the authentication and delivery of such Notes in connection with
      such transactions as will be specified in the provisions of this Indenture
      or in
      or pursuant to the applicable Indenture Supplement creating such Series, Class
      or Tranche;

     

    (xix)                 if
      such Notes will be issued in whole or in part in the form of a Global Note
      or
      Global Notes, the terms and conditions, if any, upon which such Global Note
      or
      Global Notes may be exchanged in whole or in part for other individual Notes;
      and the Depository for such Global Note or Global Notes (if other than the
      Depository specified in Section 1.01);

     

    (xx)                 if
      such Notes will be issued in whole or in part as Registered Notes, Bearer Notes
      or both, whether such Notes are to be issued with or without coupons or
      both;

     

     

    
      
        
        

      

      
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    (xxi)                 the
      subordination of such Notes to any other indebtedness of the Issuing Entity,
      including the Notes of any other Series, Class or Tranche;

     

    (xxii)                 if
      such Notes are to have the benefit of any Derivative Agreement, the terms and
      provisions of such agreement;

     

    (xxiii)                 if
      such Notes are to have the benefit of any Supplemental Credit Enhancement
      Agreement or Supplemental Liquidity Agreement, the terms and provisions of
      the
      applicable agreement;

     

    (xxiv)                 the
      Record Date for any Payment Date of such Notes, if different from the last
      day
      of the month before the related Payment Date;

     

    (xxv)                 the
      Target Principal Deposit Amount scheduled to be deposited on each Principal
      Payment Date during an amortization period or accumulation period for such
      Series, Class or Tranche of Notes;

     

    (xxvi)                 whether
      and under what conditions, additional amounts will be payable to Noteholders;
      and

     

    (xxvii)                 any
      other terms of such Notes as stated in the related Indenture
      Supplement;

     

    all
      upon such terms as may be determined in or pursuant to an Indenture Supplement
      with respect to such Series, Class or Tranche of Notes.

     

    (j)           The
      form of the Notes of each Series, Class or Tranche will be established pursuant
      to the provisions of this Indenture and the related Indenture Supplement or
      Terms Document creating such Series, Class or Tranche of Notes.  The
      Notes of each Series, Class or Tranche will be distinguished from the
      Notes of each other Series, Class or Tranche in such manner, reasonably
      satisfactory to the Indenture Trustee, as the Issuing Entity may
      determine.

     

    (k)           Any
      terms or provisions in respect of the Notes of any Series, Class or Tranche
      issued under this Indenture may be determined pursuant to this Section 3.01
      by
      providing in the applicable Indenture Supplement the method by which such terms
      or provisions will be determined.

     

    (l)           The
      Transferor Interest for each Asset Pool will be held by the
      Transferor.  The Transferor Interest for each Asset Pool may be
      transferred by the holder of such Transferor Interest in whole or in part
      subject to certain limitations and conditions described in the Indenture
      Supplements related to such Asset Pool.  The Transferor Interest for
      each Asset Pool may be held either in an uncertificated form or in the form
      of a
      certificate representing the Transferor Interest, called a Transferor
      Certificate.

     

     

    
      
        
        

      

      
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    Section
      3.02        Denominations and
      Currency.  The Notes of each Series, Class or Tranche will be
      issuable in such denominations and currency as will be provided in the
      provisions of this Indenture or in or pursuant to the applicable Indenture
      Supplement.  In the absence of any such provisions with respect to the
      Registered Notes of any Series, Class or Tranche, the Registered Notes of that
      Series, Class or Tranche will be issued in denominations of $100,000 and $1,000
      multiples thereof.  In the absence of any such provisions with respect
      to the Bearer Notes of any Series, Class or Tranche, the Bearer Notes of that
      Series, Class or Tranche will be issued in denominations of 1,000, 5,000, 50,000
      and 100,000 units of the applicable currency.

     

    Section
      3.03        Execution, Authentication
      and Delivery and Dating.

     

    (a)           The
      Notes will be executed on behalf of the Issuing Entity by an Issuing Entity
      Authorized Officer.  The signature of any officer of the Beneficiary
      or the Owner Trustee on the Notes may be manual or facsimile.

     

    (b)           Notes
      bearing the manual or facsimile signatures of individuals who were at any time
      an Issuing Entity Authorized Officer will bind the Issuing Entity,
      notwithstanding that such individuals or any of them have ceased to hold such
      offices before the authentication and delivery of such Notes or did not hold
      such offices at the date of issuance of such Notes.

     

    (c)           At
      any time and from time to time after the execution and delivery of this
      Indenture, the Issuing Entity may deliver Notes executed by the Issuing Entity
      to the Indenture Trustee for authentication; and the Indenture Trustee will,
      upon request by an Officer’s Certificate, authenticate and deliver such Notes as
      in this Indenture provided and not otherwise.

     

    (d)           Before
      any such authentication and delivery, the Indenture Trustee will be entitled
      to
      receive, in addition to any Officer’s Certificate and Opinion of Counsel
      required to be furnished to the Indenture Trustee pursuant to Section 1.02,
      the
      Issuing Entity Certificate and any other opinion or certificate relating to
      the
      issuance of the Series, Class or Tranche of Notes required to be furnished
      pursuant to Section 2.02 or Section 3.10.

     

    (e)           The
      Indenture Trustee will not be required to authenticate such Notes if the issue
      thereof will adversely affect the Indenture Trustee’s own rights, duties or
      immunities under the Notes and this Indenture.

     

    (f)           Unless
      otherwise provided in the form of Note for any Series, Class or Tranche, all
      Notes will be dated the date of their authentication.

     

    (g)           No
      Note will be entitled to any benefit under this Indenture or be valid or
      obligatory for any purpose unless there appears on such Note a Certificate
      of
      Authentication substantially in the form provided for herein executed by the
      Indenture Trustee by manual signature of an authorized signatory, and such
      certificate upon any Note will be conclusive evidence, and the only evidence,
      that such Note has been duly authenticated and delivered hereunder.

     

     

    
      
        
        

      

      
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    Section
      3.04        Temporary
      Notes.

     

    (a)           Pending
      the preparation of definitive Notes of any Series, Class or Tranche, the Issuing
      Entity may execute, and, upon receipt of the documents required by Section
      3.03,
      together with an Officer’s Certificate, the Indenture Trustee will authenticate
      and deliver, temporary Notes which are printed, lithographed, typewritten,
      mimeographed or otherwise produced, in any authorized denomination,
      substantially of the tenor of the definitive Notes in lieu of which they are
      issued and with such appropriate insertions, omissions, substitutions and other
      variations as the Issuing Entity may determine, as evidenced by the Issuing
      Entity’s execution of such Notes.

     

    (b)           If
      temporary Notes of any Series, Class or Tranche are issued, the Issuing Entity
      will cause definitive Notes of such Series, Class or Tranche to be prepared
      without unreasonable delay.  After the preparation of definitive
      Notes, the temporary Notes of such Series, Class or Tranche will be exchangeable
      for definitive Notes of such Series, Class or Tranche upon surrender of the
      temporary Notes of such Series, Class or Tranche at the office or agency of
      the
      Issuing Entity in a Place of Payment, without charge to the Holder; and upon
      surrender for cancellation of any one or more temporary Notes the Issuing Entity
      will execute and the Indenture Trustee will authenticate and deliver in exchange
      therefor a like Stated Principal Amount of definitive Notes of such Series,
      Class or Tranche of authorized denominations and of like tenor and
      terms.  Until so exchanged the temporary Notes of such Series, Class
      or Tranche will in all respects be entitled to the same benefits under this
      Indenture as definitive Notes of such Series, Class or Tranche.

     

    Section
      3.05        Registration, Transfer
      and Exchange.

     

    (a)           The
      Issuing Entity will keep or cause to be kept a register (herein sometimes
      referred to as the “Note Register”) in which, subject to such reasonable
      regulations as it may prescribe, the Issuing Entity will provide for the
      registration of Registered Notes, or of Registered Notes of a particular Series,
      Class or Tranche, and for transfers of Registered Notes or of Registered Notes
      of such Series, Class or Tranche.  Any such register will be in
      written form or in any other form capable of being converted into written form
      within a reasonable time.  At all reasonable times the information
      contained in such register or registers will be available for inspection by
      the
      Indenture Trustee at the office or agency to be maintained by the Issuing Entity
      as provided in Section 10.02.

     

    (b)           Subject
      to Section 2.04, upon surrender for transfer of any Registered Note of any
      Series, Class or Tranche at the office or agency of the Issuing Entity in a
      Place of Payment, if the requirements of Section 8-401(a) of the UCC are met,
      the Issuing Entity will execute, and, upon receipt of such surrendered Note,
      the
      Indenture Trustee will authenticate and deliver, in the name of the designated
      transferee or transferees, one or more new Registered Notes of such Series,
      Class or Tranche of any authorized denominations, of a like aggregate Stated
      Principal Amount, Scheduled Principal Payment Date and Legal Maturity Date
      and
      of like terms.

     

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    (c)           Subject
      to Section 2.04, at the option of the Holder, Notes of any Series, Class or
      Tranche may be exchanged for other Notes of such Series, Class or Tranche of
      any
      authorized denominations, of a like aggregate Stated Principal Amount, Scheduled
      Principal Payment Date and Legal Maturity Date and of like terms, upon surrender
      of the Notes to be exchanged at such office or agency described in subsection
      3.05(b) above.  Registered Notes, including Registered Notes received
      in exchange for Bearer Notes, may not be exchanged for Bearer
      Notes.  At the option of the Holder of a Bearer Note, subject to
      applicable laws and regulations, Bearer Notes may be exchanged for other Bearer
      Notes or Registered Notes (of the same Series, Class and Tranche of Notes)
      of
      authorized denominations of like aggregate fractional undivided interests in
      the
      Noteholders’ interest, upon surrender of the Bearer Notes to be exchanged at an
      office or agency of the Note Registrar located outside the United
      States.  Each Bearer Note surrendered pursuant to this Section 3.05
      will have attached thereto all unmatured coupons; provided,
however, that any Bearer Note, so surrendered after the close of business
      on the last day of the month preceding the relevant Payment Date need not have
      attached the coupon relating to such Payment Date.  Whenever any Notes
      are so surrendered for exchange, the Issuing Entity will execute, and the
      Indenture Trustee will authenticate and deliver (in the case of Bearer Notes,
      outside the United Sates), the Notes which the Noteholders making the exchange
      are entitled to receive.

     

    (d)           All
      Notes issued upon any transfer or exchange of Notes will be the valid and
      legally binding obligations of the Issuing Entity, evidencing the same debt,
      and
      entitled to the same benefits under this Indenture, as the Notes surrendered
      upon such transfer or exchange.

     

    (e)           Every
      Note presented or surrendered for transfer or exchange will (if so required
      by
      the Issuing Entity or the Indenture Trustee) be duly endorsed, or be accompanied
      by a written instrument of transfer in form satisfactory to the Issuing Entity
      and the Note Registrar duly executed, by the Holder thereof or his attorney
      duly
      authorized in writing.

     

    (f)           Unless
      otherwise provided in the Note to be transferred or exchanged, no service charge
      will be made on any Noteholder for any transfer or exchange of Notes, but the
      Issuing Entity may (unless otherwise provided in such Note) require payment
      of a
      sum sufficient to cover any tax or other governmental charge that may be imposed
      in connection with any transfer or exchange of Notes, other than exchanges
      pursuant to Section 3.04 or 9.06 not involving any transfer.

     

    (g)           None
      of the Issuing Entity, the Note Registrar or the Indenture Trustee shall be
      required (i) to issue, register the transfer of or exchange any Notes of any
      Series, Class or Tranche during a period beginning at the opening of business
      15
      days before the day of selection of Notes of such Series, Class or Tranche
      to be
      redeemed and ending at the close of business on (A) if Notes of such Series,
      Class or Tranche are issuable only as Registered Notes, the day of the mailing
      of the relevant notice of redemption of Registered Notes of such Series, Class
      or Tranche so selected for redemption or (B) if Notes of the Series, Class
      or
      Tranche are issuable as Bearer Notes, the day of the first publication of the
      relevant notice of redemption or, if Notes of the 

     

     

    
      
        
        

      

      
        40

        
          

        

      

       

      Series,
        Class or Tranche are also issuable as Registered Notes and there is no
        publication, the mailing of the relevant notice of redemption or (ii) to
        register the transfer or exchange of any Notes or portions thereof so selected
        for redemption.

    

     

    Notwithstanding
      anything herein to the contrary, the exchange of Bearer Notes into Registered
      Notes shall be subject to applicable laws and regulations in effect at the
      time
      of exchange; none of the Issuing Entity, the Indenture Trustee nor the Note
      Registrar shall exchange any Bearer Notes into Registered Notes if it has
      received an Opinion of Counsel that as a result of such exchanges the Issuing
      Entity or any Transferor would suffer adverse consequences under the United
      States federal income tax laws and regulations then in effect and the Issuing
      Entity has delivered to the Indenture Trustee an Issuing Entity Certificate
      directing the Indenture Trustee not to make such exchanges unless and until
      the
      Indenture Trustee receives a subsequent Issuing Entity Certificate to the
      contrary.  The Issuing Entity shall deliver copies of such Issuing
      Entity Certificates to the Note Registrar.

     

    (h)           None
      of the Issuing Entity, the Indenture Trustee, any agent of the Indenture
      Trustee, any Paying Agent or the Note Registrar will have any responsibility
      or
      liability for any aspect of the records relating to or payments made on account
      of beneficial ownership interests of a Global Note or for maintaining,
      supervising or reviewing any records relating to such beneficial ownership
      interests.

     

    (i)           The
      Issuing Entity initially appoints Wells Fargo Bank, National Association to
      act
      as Note Registrar for the Registered Notes on its behalf.  The Issuing
      Entity may at any time and from time to time authorize any Person to act as
      Note
      Registrar with respect to any Series, Class or Tranche of Notes issued under
      this Indenture.  Upon the appointment of a new Note
      Registrar, the Issuing Entity shall notify the Indenture Trustee of such
      appointment and the location, or the change in location of the Note
      Registrar.

     

    (j)           Registration
      of transfer of Notes containing the following legend or to which the following
      legend is applicable:

     

    “THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “SECURITIES ACT”).  NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE
      OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE
      REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS
      OF
      ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION
      FROM
      SUCH REGISTRATION PROVISIONS.  THE TRANSFER OF THIS NOTE IS SUBJECT TO
      CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.”

     

    will
      be effected only if such transfer is made pursuant to an effective registration
      statement under the Securities Act, or is exempt from the registration
      requirements under the Securities Act.  In the event that registration
      of a transfer is to be made in reliance upon an exemption from the registration
      requirements under the Securities Act other than 

     

     

    
      
        
        

      

      
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    Rule
      144A under the Securities Act or Rule 903 or Rule 904 of Regulation S under
      the
      Securities Act, the transferor or the transferee will deliver, at its expense,
      to the Issuing Entity and the Indenture Trustee, an investment letter from
      the
      transferee, substantially in the form of the investment letter attached hereto
      as Exhibit A or such other form as the Issuing Entity may determine, and
      no registration of transfer will be made until such letter is so
      delivered.

     

    Notes
      issued upon registration or transfer of, or Notes issued in exchange for, Notes
      bearing the legend referred to above will also bear such legend unless the
      Issuing Entity, the Indenture Trustee and the Note Registrar receive an Opinion
      of Counsel, in form and substance satisfactory to each of them, to the effect
      that such legend may be removed.

     

    Whenever
      a Note containing the legend referred to above is presented to the Note
      Registrar for registration of transfer, the Note Registrar will promptly seek
      instructions from the Issuing Entity regarding such transfer and will be
      entitled to receive an Issuing Entity Certificate prior to registering any
      such
      transfer.  The Issuing Entity hereby agrees to indemnify the Note
      Registrar and the Indenture Trustee and to hold each of them harmless against
      any loss, liability or expense incurred without negligence or bad faith on
      their
      part arising out of or in connection with actions taken or omitted by them
      in
      relation to any such instructions furnished pursuant to this
      clause.

     

    Section
      3.06        Mutilated, Destroyed,
      Lost and Stolen Notes.

     

    (a)           If
      (i) any mutilated Note (together, in the case of Bearer Notes, with all
      unmatured coupons, if any, appertaining thereto) is surrendered to the Indenture
      Trustee or the Note Registrar, or the Issuing Entity, the Note Registrar or
      the
      Indenture Trustee receive evidence to their satisfaction of the destruction,
      loss or theft of any Note, and (ii) there is delivered to the Issuing
      Entity, the Note Registrar and the Indenture Trustee such security or indemnity
      as may be required by them to save each of them harmless, then, in the absence
      of notice to the Issuing Entity, the Note Registrar or the
      Indenture Trustee that such Note has been acquired by a protected
      purchaser, the Issuing Entity will execute and upon its request the Indenture
      Trustee will authenticate and deliver (in the case of Bearer Notes, outside
      the
      United States), in exchange for or in lieu of any such mutilated, destroyed,
      lost or stolen Note, a new Note of like tenor, Series, Class or Tranche,
      Scheduled Principal Payment Date, Legal Maturity Date and Stated Principal
      Amount, bearing a number not contemporaneously Outstanding.

     

    (b)           In
      case any such mutilated, destroyed, lost or stolen Note has become or is about
      to become due and payable, the Issuing Entity in its discretion may, instead
      of
      issuing a new Note, pay such Note.

     

    (c)           Upon
      the issuance of any new Note under this Section 3.06, the Issuing Entity may
      require the payment of a sum sufficient to cover any tax or other governmental
      charge that may be imposed in relation thereto and any other expenses (including
      the fees and expenses of the Indenture Trustee) connected
      therewith.

     

     

    
      
        
        

      

      
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    (d)           Every
      new Note issued pursuant to this Section 3.06 in lieu of any destroyed, lost
      or
      stolen Note will constitute an original additional contractual obligation of
      the
      Issuing Entity, whether or not the destroyed, lost or stolen Note will be at
      any
      time enforceable by anyone, and will be entitled to all the benefits of this
      Indenture equally and proportionately with any and all other Notes of the same
      Series, Class or Tranche duly issued hereunder.

     

    (e)           The
      provisions of this Section 3.06 are exclusive and will 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
      3.07        Payment of Interest;
      Interest and Principal Rights Preserved; Withholding Taxes.

     

    (a)           Unless
      otherwise provided with respect to such Note pursuant to Section 3.01, interest
      payable on any Registered Note will be paid to the Person in whose name that
      Note (or one or more Predecessor Notes) is registered at the close of business
      on the most recent Record Date and interest payable on any Bearer Note will
      be
      paid to the bearer of that Note (or the applicable coupon).

     

    (b)           Subject
      to clause (a), each Note delivered under this Indenture upon transfer of or
      in
      exchange for or in lieu of any other Note will carry the rights to interest
      accrued or principal accreted and unpaid, and to accrue or accrete, which were
      carried by such other Note.

     

    (c)           The
      right of any Noteholder to receive interest on or principal of any Note shall
      be
      subject to any applicable withholding or deduction imposed pursuant to the
      Internal Revenue Code or other applicable tax law, including foreign withholding
      and deduction.  Any amounts properly so withheld or deducted shall be
      treated as actually paid to the appropriate Noteholder.

     

    Section
      3.08        Persons Deemed
      Owners.  Title to any Bearer Note, including any coupons
      appertaining thereto, shall pass by delivery.  The Issuing Entity, the
      Indenture Trustee, the Owner Trustee, the Beneficiary and any agent of the
      Issuing Entity, the Indenture Trustee, the Owner Trustee, or the Beneficiary
      may
      treat the Person who is proved to be the owner of such Note pursuant to
      subsection 1.04(c) as the owner of such Note for the purpose of receiving
      payment of principal of and (subject to Section 3.07) interest on such Note
      and
      for all other purposes whatsoever, whether or not such Note be overdue, and
      neither the Issuing Entity, the Indenture Trustee, the Owner Trustee, nor any
      agent of the Issuing Entity, the Indenture Trustee, the Owner Trustee, or the
      Beneficiary will be affected by notice to the contrary.

     

    Section
      3.09        Cancellation.  All
      Notes surrendered for payment, redemption, transfer, conversion or exchange
      will, if surrendered to any Person other than the Indenture Trustee, be
      delivered to the Indenture Trustee and, if not already canceled, will be
      promptly canceled by it.  The Issuing Entity may at any time deliver
      to the Indenture Trustee for cancellation any Notes previously authenticated
      and
      delivered 

     

     

    
      
        
        

      

      
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      hereunder
        which the Issuing Entity may have acquired in any manner whatsoever, and
        all
        Notes so delivered will be promptly canceled by the Indenture
        Trustee.  No Note will be authenticated in lieu of or in exchange for
        any Notes canceled as provided in this Section, except as expressly permitted
        by
        this Indenture.  The Indenture Trustee will dispose of all canceled
        Notes in accordance with its customary procedures and will deliver a certificate
        of such disposition to the Issuing Entity.

    

     

    Section
      3.10        New Issuances of
      Notes

     

    (a)           The
      Issuing Entity may issue new Notes of any Series, Class or Tranche, so long
      as
      the following conditions precedent are satisfied or waived:

     

    (i)                 on
      or before the third Business Day before a new issuance is to occur, the Issuing
      Entity delivers to the Indenture Trustee and each Note Rating Agency notice
      of
      such new issuance;

     

    (ii)                 on
      or prior to the date that the new issuance is to occur, the Issuing Entity
      delivers to the Indenture Trustee and each Note Rating Agency an Issuing Entity
      Certificate to the effect that:

     

    (A)           the
      Issuing Entity reasonably believes that the new issuance will not cause an
      Adverse Effect on any Outstanding Notes;

     

    (B)           all
      instruments furnished to the Indenture Trustee conform to the requirements
      of
      this Indenture and constitute sufficient authority hereunder for the Indenture
      Trustee to authenticate and deliver such Notes;

     

    (C)           the
      form and terms of such Notes have been established in conformity with the
      provisions of this Indenture; and

     

    (D)           the
      Issuing Entity has addressed any other matters as the Indenture Trustee may
      reasonably request;

     

    (iii)                 not
      later than three Business Days after each Most Recent Quarterly Filing Date,
      the
      Issuing Entity will have delivered to the Indenture Trustee and each Note Rating
      Agency an Opinion of Counsel, dated the Most Recent Quarterly Filing Date that
      the Issuing Entity has the trust power and authority to execute, deliver and
      perform its obligations under the Notes and when duly authorized and delivered
      by the Issuing Entity and, assuming due authentication and delivery by the
      Indenture Trustee, the Notes will constitute legal, valid and binding
      obligations of the Issuing Entity enforceable in accordance with their terms
      (subject, as to enforcement of remedies, to applicable bankruptcy,
      reorganization, insolvency, moratorium or other laws and legal principles
      affecting creditors’ rights generally from time to time in effect and to general
      equitable principles, whether applied in an action at law or in equity) and
      entitled to the benefits of this Indenture, equally and ratably with all other
      

     

     

    
      
        
        

      

      
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      Outstanding
        Notes, if any, of such Series, Class or Tranche of Notes, subject to the
        terms
        of this Indenture, each Indenture Supplement and each Terms
        Document;

    

     

    (iv)                 on
      or before the date that the new issuance is to occur, the Issuing Entity will
      have obtained written confirmation from each Note Rating Agency that the new
      issuance will not have a Ratings Effect on any Outstanding Notes;

     

    (v)                 in
      the case of Bearer Notes, such Notes shall be described as in section
      163(f)(2)(B) of the Internal Revenue Code and such section shall apply to such
      Notes;

     

    (vi)                 on
      or before the date that the new issuance is to occur, the Issuing Entity will
      have delivered to the Indenture Trustee an Indenture Supplement and, if
      applicable, the Issuing Entity Certificate or on or before the date that the
      new
      issuance is to occur, the Issuing Entity will have executed with the Indenture
      Trustee a Terms Document relating to the applicable Class or Tranche of
      Notes;

     

    (vii)                 in
      the case of Foreign Currency Notes, the Issuing Entity will have appointed
      one
      or more Paying Agents in the appropriate countries;

     

    (viii)                 the
      conditions specified in this Section 3.10 or in Section 3.11 are satisfied;
      and

     

    (ix)                 any
      other conditions specified in the applicable Indenture Supplement;

     

    provided,
      however, that any one of the aforementioned conditions may be eliminated
      or modified as a condition precedent to any new issuance of a Series, Class
      or
      Tranche of Notes if the Issuing Entity has obtained approval from each Note
      Rating Agency.

     

    (b)           The
      Issuing Entity and the Indenture Trustee will not be required to provide prior
      notice to or to obtain the consent of any Noteholder of any Outstanding Series,
      Class or Tranche to issue any additional Notes of any Series, Class or
      Tranche.  In addition, the Issuing Entity agrees to provide notice of
      new issuances of Series, Classes or Tranches of Notes as may be required by
      and
      in accordance with Item 1121(a)(14) of Regulation AB.

     

    (c)           There
      are no restrictions on the timing or amount of any additional issuance of Notes
      of an Outstanding Class or Tranche of a Series of Notes, so long as the
      conditions described in subsection 3.10(a) are met or waived.  As of
      the date of any additional issuance of Notes of an Outstanding Class or Tranche
      of Notes, the Stated Principal Amount, Outstanding Dollar Principal Amount
      and
      Nominal Liquidation Amount of that Class or Tranche will be increased to reflect
      the principal amount of the additional Notes.  If the additional Notes
      are a Class or Tranche of Notes that has the benefit of a Derivative Agreement,
      the Issuing Entity will enter into a Derivative Agreement for the benefit of
      the
      additional Notes.  In addition, if the additional Notes are


     

     

    
      
        
        

      

      
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      a
        Class or Tranche of Notes that has the benefit of any Supplemental Credit
        Enhancement Agreement or any Supplemental Liquidity Agreement, the Issuing
        Entity will enter into a Supplemental Credit Enhancement Agreement or
        Supplemental Liquidity Agreement, as applicable, for the benefit of the
        additional Notes.  Furthermore, the targeted deposits, if any, to the
        Interest Funding Account, the Principal Funding Account, and if applicable,
        the
        Class C Reserve Account, will be increased proportionately to reflect the
        principal amount of the additional Notes.

    

     

    When
      issued, the additional Notes of a Class or Tranche will be identical in all
      respects to the other Outstanding Notes of that Class or Tranche and will be
      equally and ratably entitled to the benefits of this Indenture and the related
      Indenture Supplement applicable to such Notes as the other Outstanding Notes
      of
      that Class or Tranche without preference, priority or distinction.

     

     

    Section
      3.11        Specification of Required
      Subordinated Amount and other Terms with Respect to each Series, Class or
      Tranche of Notes.

     

    (a)           The
      applicable Indenture Supplement for each Class or Tranche of Notes will specify
      a Required Subordinated Amount of each subordinated Class or Tranche of Notes,
      if any.

     

    (b)           The
      Issuing Entity may change the Required Subordinated Amount, or method of
      computing such amount, for any Class or Tranche of Notes at any time without
      notice to, or without the consent of, any Noteholders so long as the Issuing
      Entity has (i) received confirmation from the Note Rating Agencies that have
      rated any Outstanding Notes of the Series to which such Class or Tranche belongs
      that the change in the Required Subordinated Amount will not result in a Ratings
      Effect with respect to any Outstanding Notes of such Series and (ii) delivered
      to the Indenture Trustee and the Note Rating Agencies an Issuing Entity Tax
      Opinion.

     

    Section
      3.12        Shared Excess Available
      Finance Charge Collections Groups and Other Groups.  The Issuing
      Entity shall reallocate and redistribute certain excess Finance Charge
      Collections allocated to any Series to cover Series Available Finance Charge
      Collections Shortfalls incurred by Series belonging to any particular Shared
      Excess Available Finance Charge Collections Group to the extent and as specified
      in the related Indenture Supplements.  The Issuing Entity may also
      establish other Groups for purposes of reallocating other amounts initially
      allocated to designated Series to the extent and as specified in the related
      Indenture Supplements.

     

    Section
      3.13        Unapplied Excess Finance
      Charge Collections.  On each Note Transfer Date, Unapplied Excess
      Finance Charge Collections for each Shared Excess Available Finance Charge
      Collections Group for such Note Transfer Date shall be applied in the following
      manner:

     

    (a)           if
      the Unapplied Excess Finance Charge Collections for such Group for such Note
      Transfer Date and the sum of the Aggregate Remaining Master Trust Level Required
      Amounts for all Unapplied Excess Finance Charge Sharing 

     

     

    
      
        
        

      

      
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      Collateral
        Certificates with respect to such Group for such Note Transfer Date are both
        greater than zero:

    

     

    (i)                 if
      the amount of Unapplied Excess Finance Charge Collections for such Group for
      such Note Transfer Date is greater than or equal to the sum of the Aggregate
      Remaining Master Trust Level Required Amounts for all Unapplied Excess Finance
      Charge Sharing Collateral Certificates with respect to such Group for such
      Note
      Transfer Date, the issuing entity of each Unapplied Excess Finance Charge
      Sharing Collateral Certificate with respect to such Group shall be paid an
      amount equal to the Aggregate Remaining Master Trust Level Required Amount
      for
      such Unapplied Excess Finance Charge Sharing Collateral Certificate,
      or

     

    (ii)                 if
      the amount of Unapplied Excess Finance Charge Collections for such Group is
      less
      than the sum of the Aggregate Remaining Master Trust Level Required Amounts
      for
      all Unapplied Excess Finance Charge Sharing Collateral Certificates with respect
      to such Group for such Note Transfer Date, the issuing entity of each Unapplied
      Excess Finance Charge Sharing Collateral Certificate with respect to such Group
      shall be paid an amount equal to the product of (x) the Unapplied Excess Finance
      Charge Collections for such Group for such Note Transfer Date and (y) a
      fraction, the numerator of which is the Aggregate Remaining Master Trust Level
      Required Amount for such Unapplied Excess Finance Charge Sharing Collateral
      Certificate for such Note Transfer Date and the denominator of which is the
      sum
      of the Aggregate Remaining Master Trust Level Required Amounts for all Unapplied
      Excess Finance Charge Sharing Collateral Certificates with respect to such
      Group for such Note Transfer Date; and

     

    (b)           Unapplied
      Excess Finance Charge Collections remaining with respect to such Group after
      any
      payments made pursuant to subsection 3.13(a) shall be paid to the
      Transferor.

     

    Section
      3.14        Unapplied Master
      Trust Level Excess Finance Charge Collections.  On each Note
      Transfer Date, the Servicer shall calculate the Remaining Series Finance Charge
      Shortfall for each Series related to each Shared Excess Available Finance Charge
      Collections Group.  If any such Remaining Series Finance Charge
      Shortfall is greater than zero, the Servicer shall calculate the Collateral
      Certificate Finance Charge Shortfall Allocation for each Unapplied Master Trust
      Level Excess Finance Charge Sharing Collateral Certificate and shall notify
      the
      servicer for the issuing entity of each such Collateral Certificate of such
      amount.  Unapplied Master Trust Level Excess Finance Charge
      Collections received on any Note Transfer Date from any Unapplied Master Trust
      Level Excess Finance Charge Sharing Collateral Certificate relating to any
      Shared Excess Available Finance Charge Collections Group shall be applied in
      the
      following manner:

     

    (a)           if
      the aggregate amount of Unapplied Master Trust Level Excess Finance Charge
      Collections received on such Note Transfer Date with respect to 

     

     

    
      
        
        

      

      
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      such
        Group is greater than or equal to the sum of the Remaining Series Finance
        Charge
        Shortfalls for all Series in such Group, each such Series shall receive the
        amount of its Remaining Series Finance Charge Shortfall for such Note Transfer
        Date; and

    

     

    (b)           if
      the aggregate amount of Unapplied Master Trust Level Excess Finance Charge
      Collections received on such Note Transfer Date with respect to such Group
      is
      less than the sum of the Remaining Series Finance Charge Shortfalls for all
      Series in such Group, each such Series shall receive an amount equal to the
      product of (i) the aggregate amount of Unapplied Master Trust Level Excess
      Finance Charge Collections received on such Note Transfer Date with respect
      to
      such Group and (ii) a fraction, the numerator of which is the Remaining Series
      Finance Charge Shortfall for such Series and the denominator of which is equal
      to the sum of the Remaining Series Finance Charge Shortfalls for all Series
      in
      such Group.

     

    Section
      3.15        Unapplied Master
      Trust Level Principal Collections.  On each Note Transfer Date,
      the Servicer shall calculate the Remaining Series Principal Shortfall for each
      Series of Notes for such Note Transfer Date.  If the sum of the
      Remaining Series Principal Shortfalls for all Series secured by any Asset Pool
      for such Note Transfer Date is greater than zero, the Servicer shall calculate
      the Collateral Certificate Principal Shortfall Allocation for each Unapplied
      Master Trust Level Principal Sharing Collateral Certificate in such Asset Pool
      for such Note Transfer Date and shall notify the servicer for the issuing entity
      of each such Collateral Certificate of such amount.  Unapplied Master
      Trust Level Principal Collections received on any Note Transfer Date with
      respect to each Unapplied Master Trust Level Principal Sharing Collateral
      Certificate in an Asset Pool shall be applied in the following
      manner:

     

    (a)           if
      the aggregate amount of Unapplied Master Trust Level Principal Collections
      received on such Note Transfer Date with respect to such Asset Pool is greater
      than or equal to the sum of the Remaining Series Principal Shortfalls for all
      Series secured by such Asset Pool for such Note Transfer Date, each such Series
      shall receive the amount of its Remaining Series Principal Shortfall for such
      Note Transfer Date; and

     

    (b)           if
      the aggregate amount of Unapplied Master Trust Level Principal Collections
      received on such Note Transfer Date with respect to such Asset Pool is less
      than
      the sum of the Remaining Series Principal Shortfalls for all Series secured
      by
      such Asset Pool for such Note Transfer Date, each such Series shall receive
      an
      amount equal to the product of (i) the aggregate amount of Unapplied Master
      Trust Level Principal Collections received on such Note Transfer Date with
      respect to such Asset Pool and (ii) a fraction, the numerator of which is the
      Remaining Series Principal Shortfall for such Series for such Note Transfer
      Date
      and the denominator of which is equal to the sum of the Remaining Series
      Principal Shortfalls for all Series secured by such Asset Pool for such
      Note Transfer Date.

     

    [END
      OF ARTICLE III]

     

     

    
      
        
        

      

      
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    ARTICLE
      IV

     

    BANK
      ACCOUNTS AND INVESTMENTS

     

    Section
      4.01        Collections.  Except
      as otherwise expressly provided in this Indenture, the Indenture Trustee may
      demand payment or delivery of, and shall receive and collect, directly and
      without intervention or assistance from any fiscal agent or other intermediary,
      all money and other property payable to or receivable by the Indenture Trustee
      pursuant to this Indenture including all funds and other property payable to
      the
      Indenture Trustee in connection with the Collateral designated for inclusion
      in
      each Asset Pool.  The Indenture Trustee will hold all such money and
      property received by it as part of the Collateral designated for inclusion
      in an
      Asset Pool and will apply it as provided in this Indenture.

     

    Section
      4.02        Bank
      Accounts.

     

    (a)           On
      or before the date of initial issuance of Notes secured by the Collateral
      designated for inclusion in a specific Asset Pool, the Issuing Entity will,
      pursuant to the related Asset Pool Supplement, cause to be established and
      maintained for such Asset Pool one or more Qualified Bank Accounts (each such
      account as described in the related Asset Pool Supplement) in the name of the
      related Collateral Agent, bearing a designation clearly indicating that the
      funds deposited therein are held for the benefit of the related Collateral
      Agent
      and the applicable Noteholders.  From time to time in connection with
      the issuance of a Series, Class or Tranche of Notes, the Indenture Trustee
      may cause the related Collateral Agent to establish one or more Qualified Bank
      Accounts denominated as “Supplemental Bank Accounts” in the name of the related
      Collateral Agent.  Each Bank Account shall be under the control
      (within the meaning of Section 9-104 of the UCC) of the Collateral Agent for
      the
      applicable Asset Pool for the benefit of the Indenture Trustee, the applicable
      Collateral Agent and the applicable Noteholders whose Notes are secured by
      the
      Collateral designated for inclusion in the applicable Asset
      Pool.  Supplemental Bank Accounts shall be created as specified in the
      applicable Asset Pool Supplement or Indenture Supplement.  Any
      Supplemental Bank Account will receive deposits as specified in the applicable
      Asset Pool Supplement or Indenture Supplement.  If, at any time, the
      institution holding any Bank Account ceases to be a Qualified Institution,
      the
      Issuing Entity shall within 10 Business Days (or such longer period, not to
      exceed 30 calendar days, as to which each Note Rating Agency may consent in
      writing) establish a new Bank Account that is a Qualified Bank Account and
      shall
      transfer any cash and/or investments from the existing Bank Account to such
      new
      Bank Account.

     

    (b)           All
      payments to be made from time to time by or on behalf of the Indenture Trustee
      to Noteholders out of funds in the Bank Accounts for a particular Asset Pool
      pursuant to this Indenture will be made as provided in the applicable Asset
      Pool
      Supplement or the applicable Indenture Supplement but only to the extent of
      available funds in the applicable Supplemental Bank Account.

     

     

    
      
        
        

      

      
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    Section
      4.03        Investment of Funds in
      the Bank Accounts.

     

    (a)           Funds
      on deposit in the Bank Accounts will (unless otherwise stated in the applicable
      Indenture Supplement) be invested and reinvested by the related Collateral
      Agent
      or its designee acting on behalf of the Indenture Trustee at the written
      direction of the Issuing Entity in one or more Permitted
      Investments.  Absent such written direction, the Collateral Agent
      shall invest the funds in the Permitted Investments described in clause (a)(v)
      of the definition thereof.  The Issuing Entity may authorize the
      Indenture Trustee to direct the Collateral Agent to make specific investments
      pursuant to written instructions, in such amounts as the Issuing Entity will
      specify.  Notwithstanding the foregoing, funds held by the Indenture
      Trustee in any of the Bank Accounts will be invested in Permitted Investments
      that will mature in each case no later than the date on which such funds in
      the
      Bank Accounts are scheduled to be transferred or distributed by the Indenture
      Trustee pursuant to this Indenture (or as necessary to provide for timely
      payment of principal or interest on the applicable Principal Payment Date or
      Interest Payment Date).

     

    (b)           All
      funds deposited from time to time in the Bank Accounts pursuant to this
      Indenture and all investments made with such funds will be held by the related
      Collateral Agent in the Bank Accounts as part of the Collateral designated
      for
      inclusion in such Asset Pool as herein provided, subject to withdrawal by the
      Indenture Trustee or the applicable Collateral Agent, as applicable, for the
      purposes specified herein.

     

    (c)           Funds
      and other property in any of the Bank Accounts will not be commingled with
      any
      other funds or property of the Issuing Entity, the Indenture Trustee or the
      related Collateral Agent.  The Indenture Trustee shall cause the
      related Collateral Agent to hold all Permitted Investments in a manner specified
      in the related Asset Pool Supplement such as to ensure that such Collateral
      Agent shall have a first priority perfected security interest therein;
provided, that, other than following an Event of Default and acceleration
      pursuant to Section 6.02, no Permitted Investment shall be disposed of prior
      to
      its maturity.

     

    (d)           On
      the applicable Note Transfer Date, all interest and earnings (net of losses
      and
      investment expenses) on funds on deposit in the Bank Accounts will be applied
      as
      specified in the applicable Asset Pool Supplement or Indenture
      Supplement.  Unless otherwise stated in the related Asset Pool
      Supplement or Indenture Supplement, for purposes of determining the availability
      of funds or the balance in the Bank Accounts for any reason under this Indenture
      or any Indenture Supplement, investment earnings on such funds shall be deemed
      not to be available or on deposit.

     

    Subject
      to subsection 7.01(d), the Indenture Trustee will not in any way be held liable
      by reason of any insufficiency in such Bank Accounts resulting from any loss
      on
      any Permitted Investment included therein except for losses attributable to
      the
      Indenture Trustee’s failure to make payments on such Permitted Investments
      issued by the Indenture Trustee, in its commercial capacity, in accordance
      with
      their terms.

     

     

    
      
        
        

      

      
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    (e)           Funds
      on deposit in the Bank Accounts will be invested and reinvested by the Indenture
      Trustee or, with respect to Bank Accounts relating to any Asset Pool, if so
      required by the Asset Pool Supplement relating to such Asset Pool, by the
      applicable Collateral Agent, to the fullest extent practicable, in such manner
      as the Indenture Trustee or such Collateral Agent will from time to time
      determine, but only in Permitted Investments described in clause (a)(v) of
      the
      definition thereof, upon the occurrence of any of the following
      events:

     

    (i)                 the
      Issuing Entity will have failed to give investment directions to the Indenture
      Trustee or such Collateral Agent; or

     

    (ii)                 an
      Event of Default will have occurred and is continuing but no Notes have been
      declared due and payable pursuant to Section 6.02.

     

    [END
      OF ARTICLE IV]


    
      
        
        

      

      
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    ARTICLE
      V

     

    SATISFACTION
      AND DISCHARGE; CANCELLATION OF NOTES HELD BY THE ISSUING ENTITY OR CHASE
      USA

     

    Section
      5.01        Satisfaction and
      Discharge of Indenture.  This Indenture will cease to be of
      further effect with respect to all Series, Class or Tranche of Notes (except
      as
      to any surviving rights of transfer or exchange of Notes of any Series, Class
      or
      Tranche expressly provided for herein or in the form of Note for that Series,
      Class or Tranche), and the Indenture Trustee, on demand of and at the expense
      of
      the Issuing Entity, will execute proper instruments acknowledging satisfaction
      and discharge of this Indenture with respect to all Notes when:

     

    (a)           all
      Notes theretofore authenticated and delivered (other than (i) Notes which have
      been destroyed, lost or stolen and which have been replaced or paid as provided
      in Section 3.06, and (ii) Notes for whose payment money has theretofore been
      deposited in trust or segregated and held in trust by the Issuing Entity and
      thereafter repaid to the Issuing Entity or discharged from that trust, as
      provided in Section 10.03) have been delivered to the Indenture Trustee canceled
      or for cancellation;

     

    (b)           the
      Issuing Entity has paid or caused to be paid all other sums payable under this
      Indenture (including payments to the Indenture Trustee pursuant to Section
      7.07
      and to the Collateral Agent pursuant to the Asset Pool Supplement) by the
      Issuing Entity with respect to the Notes; and

     

    (c)           the
      Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate
      and an Opinion of Counsel each stating that all conditions precedent herein
      provided for relating to the satisfaction and discharge of this Indenture with
      respect to the Notes have been complied with.

     

    Notwithstanding
      the satisfaction and discharge of this Indenture, the obligations of the Issuing
      Entity to the Indenture Trustee with respect to any Series, Class or Tranche
      of
      Notes under Section 7.07 and the obligations of the Indenture Trustee under
      Sections 5.02 and 10.03 will survive such satisfaction and
      discharge.

     

    Section
      5.02        Application of Trust
      Money.  All money and obligations deposited with the Indenture
      Trustee pursuant to Section 5.01 or Section 5.03 and all money received by
      the
      Indenture Trustee in respect of such obligations will be held in trust and
      applied by it, in accordance with the provisions of the Series, Class or Tranche
      of Notes in respect of which it was deposited and this Indenture, to the
      payment, either directly or through any Paying Agent (including the Issuing
      Entity acting as its own Paying Agent) as the Indenture Trustee may determine,
      to the Persons entitled thereto, of the principal and interest for whose payment
      that money and obligations have been deposited with or received by the Indenture
      Trustee; but that money and obligations need 

     

     

    
      
        
        

      

      
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      not
        be segregated from other funds held by the Indenture Trustee except to the
        extent required by law.

    

     

    Section
      5.03        Cancellation of Notes
      Held by the Issuing Entity or the Transferor.  If the Issuing
      Entity, the Transferor or any of their Affiliates holds any Notes, that Holder
      may, subject to any provisions of a related Indenture Supplement limiting the
      repayment of such Notes, by notice from that Holder to the Indenture Trustee
      cause the Notes to be canceled, whereupon the Notes will no longer be
      Outstanding.

     

    [END
      OF ARTICLE V]


    
      
        
        

      

      
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    ARTICLE
      VI

     

    EVENTS
      OF DEFAULT AND REMEDIES

     

    Section
      6.01        Events of
      Default.  “Event of Default,” wherever used herein, means with
      respect to any Series, Class or Tranche of Notes any one of the following events
      (whatever the reason for such Event of Default and whether it will be voluntary
      or involuntary or be effected by operation of law or pursuant to any judgment,
      decree or order of any court or any order, rule or regulation of any
      administrative or governmental body), unless such event is either expressly
      stated to be inapplicable to a particular Series, Class or Tranche of Notes
      or
      specifically deleted or modified in the applicable Indenture Supplement creating
      such Series, Class or Tranche of Notes or in the form of Note for such Series,
      Class or Tranche:

     

    (a)           with
      respect to such Series, Class or Tranche of Notes, as applicable, a default
      by
      the Issuing Entity in the payment of any interest on such Notes when such
      interest becomes due and payable, and continuance of such default for a period
      of 35 days following the date on which such interest became due and
      payable;

     

    (b)           with
      respect to such Series, Class or Tranche of Notes, as applicable, a default
      by
      the Issuing Entity in the payment of the Stated Principal Amount of such Tranche
      of Notes at the applicable Legal Maturity Date;

     

    (c)           a
      default in the performance, or breach, of any covenant or warranty of the
      Issuing Entity in this Indenture in respect of the Notes of such Series, Class
      or Tranche (other than a covenant or warranty in respect of the Notes of such
      Series, Class or Tranche a default in the performance of which or the breach
      of
      which is elsewhere in this Section specifically dealt with), all of such
      covenants and warranties in this Indenture which are not expressly stated to
      be
      for the benefit of a particular Series, Class and Tranche of Notes being deemed
      to be in respect of the Notes of all Series, Classes or Tranches for this
      purpose, and continuance of such default or breach for a period of 90 days
      after there has been given, by registered or certified mail, to the Issuing
      Entity and the Collateral Agent by the Indenture Trustee, to the Issuing Entity
      and the Indenture Trustee by the Collateral Agent or to the Issuing Entity,
      the
      Collateral Agent and the Indenture Trustee by the Holders of at least 25% of
      the
      aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of the
      affected Series, Class or Tranche, a written notice specifying such default
      or
      breach and requesting it to be remedied and stating that such notice is a
“Notice of Default” hereunder and, as a result of such default, the interests of
      the Holders of the Notes of such Series, Class or Tranche are materially and
      adversely affected and continue to be materially and adversely affected during
      the 90-day period;

     

    (d)           the
      entry of an order for relief against the Issuing Entity under the Federal
      Bankruptcy Code by a court having jurisdiction in the premises or a decree
      or
      order by a court having jurisdiction in the premises adjudging the Issuing
      Entity 

     

     

    
      
        
        

      

      
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      as
        bankrupt or insolvent under any other applicable federal or state law, or
        the
        entry of a decree or order approving as properly filed a petition seeking
        reorganization, arrangement, adjustment or composition of or in respect of
        the
        Issuing Entity under the Federal Bankruptcy Code or any other applicable
        federal
        or state law, or appointing a receiver, liquidator, assignee, trustee,
        sequestrator (or other similar official) of the Issuing Entity or of
        any substantial part of its property, or ordering the winding up or
        liquidation of its affairs, and the continuance of any such decree or order
        unstayed and in effect for a period of 90 consecutive days;

    

     

    (e)           the
      consent by the Issuing Entity to the institution of bankruptcy or insolvency
      proceedings against it, or the filing by it of a petition or answer or consent
      seeking reorganization or relief under the Federal Bankruptcy Code or any other
      applicable federal or state law, or the consent by it to the filing of any
      such petition or to the appointment of a receiver, liquidator, assignee,
      trustee, sequestrator (or other similar official) of the Issuing Entity or
      of
      any substantial part of its property, or the making by it of an assignment
      for
      the benefit of creditors, or the admission by it in writing of its inability
      to
      pay its debts generally as they become due, or the taking of corporate action
      by
      the Issuing Entity in furtherance of any such action; or

     

    (f)           with
      respect to such Series, Class or Tranche, any additional Event of Default
      specified in the Indenture Supplement for such Series, Class or Tranche of
      Notes
      as applying to such Series, Class or Tranche of Notes, or specified in the
      form
      of Note for such Series, Class or Tranche.

     

    Section
      6.02        Acceleration of
      Maturity; Rescission and Annulment.

     

    (a)           If
      an Event of Default described in clause (a), (b), (c) or (f) (if the Event
      of
      Default under clause (c) or (f) is with respect to less than all Series, Classes
      and Tranches of Notes then Outstanding) of Section 6.01 occurs and is continuing
      with respect to any Series, Class or Tranche, then and in each and every such
      case, unless the principal of all the Notes of such Series, Class or Tranche
      shall have already become due and payable, either the Indenture Trustee or
      the
      Holders of more than 662⁄3% of the Outstanding Dollar Principal Amount of the
      Notes of such Series, Class or Tranche then Outstanding hereunder (each such
      Series, Class or Tranche acting as a separate Class), by notice in writing
      to
      the Issuing Entity (and to the Indenture Trustee if given by the Holders and
      in
      all cases with a copy of such notice to the applicable Collateral Agent), may
      declare the Outstanding Dollar Principal Amount of all the Outstanding Notes
      of
      such Series, Class or Tranche and all interest accrued or principal accreted
      and
      unpaid (if any) thereon to be due and payable immediately, and upon any such
      declaration the same will become and will be immediately due and payable,
      anything in this Indenture, the related Indenture Supplement or in the Notes
      of
      such Series, Class or Tranche to the contrary notwithstanding.  Such
      payments are subject to the allocation provisions of the applicable Asset Pool
      Supplement and the allocation, deposits and payment sections of the related
      Indenture Supplement.

     

    (b)           If
      an Event of Default described in clause (c) or (f) of Section 6.01 occurs with
      respect to all Series, Classes and Tranches of Outstanding Notes 

     

     

    
      
        
        

      

      
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      and
        is continuing, then and in each and every such case, unless the principal
        of all
        the Notes shall have already become due and payable, either the Indenture
        Trustee or the Holders of more than 662⁄3% of the Outstanding Dollar Principal
        Amount of all the Outstanding Notes hereunder (treated as one Class), by
        notice
        in writing to the Issuing Entity (and to the Indenture Trustee if given by
        Holders ) and in all cases with a copy of such notice to the applicable
        Collateral Agent for each Asset Pool with affected Notes, may declare the
        Outstanding Dollar Principal Amount of all the Notes then Outstanding and
        all
        interest accrued or principal accreted and unpaid (if any) thereon to be
        due and
        payable immediately, and upon any such declaration the same will become and
        will
        be immediately due and payable, notwithstanding anything in this Indenture,
        the
        related Indenture Supplements or the Notes to the contrary.

    

     

    (c)           If
      an Event of Default described in clause (d) or (e) of Section 6.01 occurs and
      is
      continuing, then the Notes of all Series, Classes and Tranches will
      automatically be and become immediately due and payable by the Issuing Entity,
      without notice or demand to any Person, and the Issuing Entity will
      automatically and immediately be obligated to pay off the Notes.

     

    At
      any time after such a declaration of acceleration has been made or an automatic
      acceleration has occurred with respect to the Notes of any Series, Class or
      Tranche and before a judgment or decree for payment of the money due has been
      obtained by the Collateral Agent and/or the Indenture Trustee as hereinafter
      in
      this Article VI provided, the Holders of more than 662⁄3% of the Outstanding
      Dollar Principal Amount of such Series, Classes or Tranches, by written notice
      to the Issuing Entity, the Indenture Trustee and the Collateral Agent, may
      rescind and annul such declaration and its consequences if:

     

    (i)                 the
      Issuing Entity has paid or deposited with the Indenture Trustee a sum sufficient
      to pay (A) all overdue installments of interest on the Notes of such Series,
      Class or Tranche, (B) the principal of any Notes of such Series, Class or
      Tranche which have become due otherwise than by such declaration of
      acceleration, and interest thereon at the rate or rates prescribed therefor
      by
      the terms of the Notes of such Series, Class or Tranche, to the extent that
      payment of such interest is lawful, (C) interest upon overdue installments
      of
      interest at the rate or rates prescribed therefor by the terms of the Notes
      of
      such Series, Class or Tranche to the extent that payment of such interest is
      lawful, and (D) all sums paid by the Indenture Trustee hereunder and the
      reasonable compensation, expenses and disbursements of the Indenture Trustee,
      its agents and counsel and all other amounts due to the Indenture Trustee under
      Section 7.07 and the Collateral Agent pursuant to the applicable Asset Pool
      Supplement; and

     

    (ii)                 all
      Events of Default with respect to such Series, Class or Tranche of Notes, other
      than the nonpayment of the principal of the Notes of such Series, Class or
      Tranche which has become due solely by such acceleration, have been cured or
      waived as provided in Section 6.16.

     

     

    
      
        
        

      

      
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    No
      such rescission will affect any subsequent default or impair any right
      consequent thereon.

     

    Section
      6.03        Collection of
      Indebtedness and Suits for Enforcement by Indenture Trustee or the Collateral
      Agent on Behalf of the Indenture Trustee.  The Issuing
      Entity covenants that if:

     

    (a)           the
      Issuing Entity defaults in the payment of interest on any Series, Class or
      Tranche of Notes when such interest becomes due and payable and such default
      continues for a period of 35 days following the date on which such interest
      became due and payable, or

     

    (b)           the
      Issuing Entity defaults in the payment of the principal of any Series, Class
      or
      Tranche of Notes on the Legal Maturity Date thereof;

     

    the
      Issuing Entity will, upon demand of the Indenture Trustee or the Collateral
      Agent, acting on behalf of the Indenture Trustee, pay (subject to the allocation
      provided in this Article VI and any related Indenture Supplement) to the
      Collateral Agent, on behalf of the Indenture Trustee, for the benefit of the
      Holders of any such Notes of the affected Series, Class or Tranche, the whole
      amount then due and payable on any such Notes for principal and interest, with
      interest, to the extent that payment of such interest will be legally
      enforceable, upon the overdue principal and upon overdue installments of
      interest, (i) in the case of Interest-bearing Notes, at the rate of interest
      applicable to the stated principal amount thereof, unless otherwise specified
      in
      the applicable Indenture Supplement; and (ii) in the case of Discount Notes,
      as
      specified in the applicable Indenture Supplement, and in addition thereto,
      will
      pay such further amount as will be sufficient to cover the costs and expenses
      of
      collection, including the reasonable compensation, expenses, disbursements
      and
      advances of (x) the Indenture Trustee, its agents and counsel and all other
      amounts due to the Indenture Trustee under Section 7.07 and (y) the Collateral
      Agent, its agents and counsel and all other amounts due to the Collateral Agent
      pursuant to the applicable Asset Pool Supplement.

     

    If
      the Issuing Entity fails to pay such amounts forthwith upon such demand, the
      Indenture Trustee may or may instruct the Collateral Agent, in its own name
      and
      as trustee of an express trust, to institute a judicial proceeding for the
      collection of the sums so due and unpaid, and may directly or may instruct
      the
      Collateral Agent to prosecute such proceeding to judgment or final decree,
      and
      the Indenture Trustee or the Collateral Agent may enforce the same against
      the
      Issuing Entity or any other obligor upon the Notes of such Series, Class or
      Tranche and collect the money adjudged or decreed to be payable in the manner
      provided by law out of the Collateral or from any other obligor upon such Notes,
      wherever situated.

     

    Section
      6.04        Indenture Trustee
      or the Collateral Agent May File Proofs of Claim.  In case of the
      pendency of any receivership, insolvency, liquidation, bankruptcy,
      reorganization, arrangement, adjustment, composition or other judicial
      proceeding relative to the Issuing Entity or any other obligor upon the Notes
      or
      the property of the Issuing Entity or of such other obligor or their creditors,
      the Indenture 

     

     

    
      
        
        

      

      
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      Trustee
        (irrespective of whether the principal of the Notes will then be due and
        payable
        as therein expressed or by declaration or otherwise and irrespective of whether
        the Collateral Agent will have made any demand on the Issuing Entity for
        the
        payment of overdue principal or interest) will be entitled and empowered
        either
        directly or through instruction to the Collateral Agent to do the same by
        intervention in such proceedings or otherwise:

    

     

    (a)           to
      file and prove a claim for the whole amount of principal and interest owing
      and
      unpaid in respect of the Notes and to file such other papers or documents as
      may
      be necessary and advisable in order to have the claims of the Indenture Trustee
      or the Collateral Agent (including any claim for the reasonable compensation,
      expenses, disbursements and advances (x) of the Indenture Trustee, its agents
      and counsel and all other amounts due to the Indenture Trustee under Section
      7.07 and (y) of the Collateral Agent, its agents and counsel and all other
      amounts due to the Collateral Agent pursuant to the applicable Asset Pool
      Supplement) and of the Noteholders allowed in such judicial proceeding,
      and

     

    (b)           to
      collect and receive any funds or other property payable or deliverable on any
      such claims and to distribute the same;

     

    and
      any receiver, assignee, trustee, liquidator, sequestrator (or other similar
      official) in any such judicial proceeding is hereby authorized by each
      Noteholder to make such payment to the Collateral Agent or the Indenture
      Trustee, as the case may be, and in the event that the Indenture Trustee and
      the
      Collateral Agent will consent to the making of such payments directly to the
      Noteholders, to pay (x) to the Indenture Trustee any amount due to it for the
      reasonable compensation, expenses, disbursements and advances of the Indenture
      Trustee, its agents and counsel, and any other amounts due to the Indenture
      Trustee under Section 7.07 and (y) to the Collateral Agent any amount due to
      it
      for the reasonable compensation, expenses, disbursements and advances of the
      Collateral Agent, its agents and counsel, and any other amounts due to the
      Collateral Agent pursuant to the applicable Asset Pool Supplement.

     

    Nothing
      herein contained will be deemed to authorize the Indenture Trustee or the
      Collateral Agent to authorize or consent to or accept or adopt on behalf of
      any
      Noteholder any plan of reorganization, arrangement, adjustment or composition
      affecting the Notes or the rights of any Holder thereof, or to authorize the
      Indenture Trustee or the Collateral Agent to vote in respect of the claim of
      any
      Noteholder in any such proceeding.

     

    Section
      6.05        Indenture Trustee and the
      Collateral Agent May Enforce Claims Without Possession of
      Notes.  All rights of action and claims under this Indenture or
      the Notes of any Series, Class or Tranche may be prosecuted and enforced by
      the
      Indenture Trustee or the Collateral Agent, at the direction of the Indenture
      Trustee, without the possession of any of the Notes of such Series, Class or
      Tranche or the production thereof in any proceeding relating thereto, and any
      such proceeding instituted by the Indenture Trustee or the Collateral Agent,
      at
      the direction of the Indenture Trustee, will be brought in its own name as
      trustee of an express trust, and any recovery of 

     

     

    
      
        
        

      

      
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    judgment
      will, after provision for the payment of the reasonable compensation, expenses,
      disbursements and advances of the Indenture Trustee and the Collateral Agent
      and
      their respective agents and counsel, be for the ratable benefit of the Holders
      of the Notes of the Series, Class or Tranche in respect of which such judgment
      has been recovered.

     

    Section
      6.06        Application of Money
      Collected.  Any money or other property collected by the Indenture
      Trustee or the Collateral Agent, at the direction of the Indenture Trustee,
      with
      respect to a Series, Class or Tranche of Notes pursuant to this Article VI
      will
      be applied in the following order, at the date or dates fixed by the Indenture
      Trustee and, in case of the distribution of such money on account of principal
      or interest, upon presentation of the Notes of such Series, Class or Tranche
      and
      the notation thereon of the payment if only partially paid and upon surrender
      thereof if fully paid:

     

    (a)           first,
      to the payment, pari passu, of all amounts due to the
      Indenture Trustee under subsection 7.07(a) and due to the Collateral Agent
      under
      the related Asset Pool Supplement;

     

    (b)           second,
      to the payment of the amounts then due and unpaid upon the Notes of that Series,
      Class or Tranche for principal, plus any accrued but unpaid interest, and any
      additional interest, in respect of which or for the benefit of which such money
      has been collected, ratably, without preference or priority of any kind (but
      subject to the allocation provided in the relevant allocation provisions of
      the
      related Asset Pool Supplement and the related Indenture Supplements), according
      to the amounts due and payable on such Notes for principal and interest,
      respectively;

     

    (c)           third,
      to pay any Trust Servicing Fees and any other fees or expenses then owing for
      that Series, Class or Tranche of Notes; and

     

    (d)           fourth,
      to the Issuing Entity.

     

    Section
      6.07        Collateral Agent May
      Elect to Hold the Collateral Certificate.  Following an
      acceleration of any Series, Class or Tranche of Notes, if a sale of Collateral
      does not take place, the Collateral Agent may, at the direction of the Indenture
      Trustee, elect to continue to hold a Collateral Certificate and apply
      distributions on a Collateral Certificate in accordance with the regular
      distribution provisions pursuant to the relevant allocation provisions of the
      related Asset Pool Supplement, except that principal will be paid on the
      accelerated Series, Class or Tranche of Notes to the extent funds are received
      and allocated to the accelerated Series, Class or Tranche of Notes, and payment
      is permitted by the subordination provisions of the accelerated Series, Class
      or
      Tranche of Notes.

     

    Section
      6.08        Sale of Collateral
      for Accelerated Notes.  In the case of a Series, Class or Tranche
      of Notes that has been accelerated following an Event of Default, the Collateral
      Agent may, at the direction of the Indenture Trustee, and at the direction
      of
      the Holders of more than 662⁄3% of the Outstanding Dollar Principal Amount of that
      Series, Class or Tranche of Notes will, cause the Issuing Entity to sell
      Collateral 

     

     

    
      
        
        

      

      
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      as
        provided in the related Indenture Supplement; provided, however,
        that none of the Transferor, any Affiliate of the Transferor or any agent
        of the
        Transferor shall be permitted to purchase Receivables in such case or to
        participate in such vote whether as a Noteholder or
        otherwise.

    

     

    Section
      6.09        Noteholders Have the
      Right to Direct the Time, Method and Place of Conducting Any Proceeding
      for Any Remedy Available to the Indenture Trustee or the Collateral
      Agent.  The Holders of more than 662⁄3% of the Outstanding Dollar
      Principal Amount of any accelerated Series, Class or Tranche of Notes have
      the
      right to direct the time, method and place of conducting any proceeding for
      any
      remedy available to the Indenture Trustee or the Collateral Agent, or exercising
      any trust or power conferred on the Indenture Trustee or on the Collateral
      Agent.  This right may be exercised only if the direction provided by
      the Noteholders does not conflict with applicable law or this Indenture and
      does
      not have a substantial likelihood of involving the Indenture Trustee or the
      Collateral Agent in personal liability.

     

    Section
      6.10        Limitation on
      Suits.  To the fullest extent permitted by applicable law, no
      Holder of any Note of any Series, Class or Tranche will have any right to
      institute any proceeding, judicial or otherwise, with respect to this Indenture,
      or for the appointment of a receiver or trustee, or for any other remedy
      hereunder, unless:

     

    (a)           such
      Holder has previously given written notice to the Indenture Trustee, who shall
      have forwarded such notice to the Collateral Agent of a continuing Event of
      Default with respect to Notes of such Series, Class or Tranche;

     

    (b)           the
      Holders of more than 25% in Outstanding Dollar Principal Amount of the
      Outstanding Notes of such Series, Class or Tranche have made written request
      to
      the Indenture Trustee, who shall have forwarded such request to the Collateral
      Agent, to institute proceedings in respect of such Event of Default in the
      name
      of the Collateral Agent under the related Asset Pool Supplement and on behalf
      of
      the Indenture Trustee hereunder;

     

    (c)           such
      Holder or Holders have offered to the Indenture Trustee for itself and for
      the
      benefit of the Collateral Agent, indemnity reasonably satisfactory to it against
      the costs, expenses and liabilities to be incurred in compliance with such
      request;

     

    (d)           both
      the Indenture Trustee and the Collateral Agent, on behalf of the Indenture
      Trustee, for 60 days after the Indenture Trustee has received such notice,
      request and offer of indemnity have failed to institute any such proceeding;
      and

     

    (e)           no
      direction inconsistent with such written request has been given to the Indenture
      Trustee, on behalf of the Collateral Agent, during such 60-day period by the
      Majority Holders of such Series, Class or Tranche;

     

    it
      being understood and intended that no one or more Holders of Notes of such
      Series, Class or Tranche will have any right in any manner whatsoever by virtue
      of, or by availing of, any provision of this Indenture to affect, disturb or
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    other
      Holders of Notes of such Series, Class or Tranche, or to obtain or to seek
      to
      obtain priority or preference over any other such Holders or to enforce any
      right under this Indenture, except in the manner herein provided and for the
      equal and proportionate benefit of all the Holders of all Notes of such Series,
      Class or Tranche.

     

    Section
      6.11        Unconditional Right of
      Noteholders to Receive Principal and Interest; Limited
      Recourse.  Notwithstanding any other provisions in this Indenture,
      the Holder of any Note will have the right, which is absolute and unconditional,
      to receive payment of the principal of and interest on such Note on the Legal
      Maturity Date specified in the related Indenture Supplement and to institute
      suit for the enforcement of any such payment, and such right will not be
      impaired without the consent of such Holder; provided, however,
      that notwithstanding any other provision of this Indenture to the contrary,
      the
      obligation to pay principal of or interest on the Notes or any other amount
      payable to any Noteholder and to make payments in respect of any Derivative
      Agreement, Supplemental Credit Enhancement Agreement or Supplemental Liquidity
      Agreement, as applicable, will be without recourse to the Transferor, the
      Indenture Trustee, the Collateral Agent, the Owner Trustee or any Affiliate,
      officer, employee or director of any of them, and the obligation of the Issuing
      Entity to pay principal of or interest on the Notes or any other amount payable
      to any Noteholder and to make payments in respect of any Derivative Agreement,
      Supplemental Credit Enhancement Agreement or Supplemental Liquidity Agreement,
      as applicable, will be subject to the allocation and payment provisions of
      the
      applicable Asset Pool Supplements and the applicable Indenture Supplements
      and
      limited to amounts available from the Collateral pledged to secure the Notes
      of
      the applicable Asset Pool.

     

    Section
      6.12        Restoration of Rights and
      Remedies.  If the Indenture Trustee or the Collateral Agent, on
      behalf of the Indenture Trustee, or any Noteholder has instituted any proceeding
      to enforce any right or remedy under this Indenture and such proceeding has
      been
      discontinued or abandoned for any reason, then and in every such case the
      Issuing Entity, the Indenture Trustee, the Collateral Agent, on behalf of the
      Indenture Trustee, and the Noteholders will, 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 Collateral Agent, on behalf of the Indenture Trustee, and the
      Noteholders will continue as though no such proceeding had been
      instituted.

     

    Section
      6.13        Rights and Remedies
      Cumulative.  No right or remedy herein conferred upon or reserved
      to the Indenture Trustee, the Collateral Agent, on behalf of the Indenture
      Trustee, or to the Noteholders is intended to be exclusive of any other right
      or
      remedy, and every right and remedy will, 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, will
      not
      prevent the concurrent assertion or employment of any other appropriate right
      or
      remedy.

     

    Section
      6.14        Delay or Omission Not
      Waiver.  No delay or omission of the Indenture Trustee, the
      Collateral Agent or of any Holder of any Note to exercise any 

     

     

    
      
        
        

      

      
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      right
        or remedy accruing upon any Event of Default will impair any such right or
        remedy or constitute a waiver of any such Event of Default or an acquiescence
        therein.  Every right and remedy given by this Article VI or by law to
        the Indenture Trustee, the Collateral Agent, on behalf of the Indenture Trustee,
        or to the Noteholders may be exercised from time to time, and as often as
        may be
        deemed expedient, by the Indenture Trustee, the Collateral Agent, on behalf
        of
        the Indenture Trustee, or by the Noteholders, as the case may
        be.

    

     

    Section
      6.15        Control by
      Noteholders.  Holders of more than 662⁄3% of the Outstanding
      Dollar Principal Amount of any affected Series, Class or Tranche will have
      the
      right to direct the time, method and place of conducting any proceeding for
      any
      remedy available to the Indenture Trustee and the Collateral Agent on behalf
      of
      the Indenture Trustee, or exercising any trust or power conferred on the
      Indenture Trustee, under this Indenture with respect to the Notes of such
      Series, Class or Tranche, provided that:

     

    (a)           the
      Indenture Trustee and the Collateral Agent, on behalf of the Indenture Trustee,
      will have the right to decline to follow any such direction if the Indenture
      Trustee or the Collateral Agent, as the case may be, being advised by counsel,
      determines that the Action so directed may not lawfully be taken or would
      conflict with this Indenture or if the Indenture Trustee or the Collateral
      Agent
      in good faith will, by a Collateral Agent Authorized Officer, determine that
      the
      proceedings so directed would involve it in personal liability or
      be unjustly prejudicial to the Holders not taking part in such direction,
      and

     

    (b)           the
      Indenture Trustee and the Collateral Agent, on behalf of the Indenture Trustee,
      may take any other action permitted hereunder deemed proper by the Indenture
      Trustee or the Collateral Agent, as the case may be, which is not inconsistent
      with such direction.

     

    Section
      6.16        Waiver of Past
      Defaults.  Holders of more than 662⁄3% of the Outstanding Dollar
      Principal Amount of any Series, Class or Tranche may on behalf of the Holders
      of
      all the Notes of such Series, Class or Tranche waive any past default hereunder
      or under the related Indenture Supplement with respect to such Series, Class
      or
      Tranche and its consequences, except a default not theretofore
      cured:

     

    (a)           in
      the payment of the principal of or interest on any Note of such Series, Class
      or
      Tranche, or

     

    (b)           in
      respect of a covenant or provision hereof which under Article IX cannot be
      modified or amended without the consent of the Holder of each Outstanding Note
      of such Series, Class or Tranche.

     

    Upon
      any such waiver, such default will cease to exist, and any Event of Default
      arising therefrom will be deemed to have been cured, for every purpose of this
      Indenture; but no such waiver will extend to any subsequent or other default or
      impair any right consequent thereon.

     

     

    
      
        
        

      

      
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    Section
      6.17        Undertaking for
      Costs.  All parties to this Indenture agree, and each Holder of
      any Note by his acceptance thereof will be deemed to have agreed, that any
      court
      may in its discretion require, in any suit for the enforcement of any right
      or
      remedy under this Indenture, or in any suit against the Indenture Trustee or
      the
      Collateral Agent for any action taken or omitted by it as the Indenture Trustee
      or the Collateral Agent, respectively, the filing by any party litigant in
      such
      suit of an undertaking to pay the costs of such suit, and that such court may
      in
      its discretion assess reasonable costs, including reasonable attorneys’ fees and
      expenses, against any party litigant in such suit, having due regard to the
      merits and good faith of the claims or defenses made by such party litigant;
      but
      the provisions of this Section will not apply to any suit instituted by the
      Indenture Trustee, to any suit instituted by any Noteholder, or group of
      Noteholders, holding in the aggregate more than 25% in Outstanding Dollar
      Principal Amount of the Outstanding Notes of any Series, Class or Tranche to
      which the suit relates, or to any suit instituted by any Noteholders for the
      enforcement of the payment of the principal of or interest on any Note on or
      after the applicable Legal Maturity Date expressed in such Note.

     

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

     

    [END
      OF ARTICLE  VI]

     

     

    
      
        
        

      

      
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    ARTICLE
      VII

     

    THE
      INDENTURE TRUSTEE

     

     

    Section
      7.01        Certain Duties and
      Responsibilities.

     

    (a)           The
      Indenture Trustee undertakes to perform such duties and only such duties as
      are
      specifically set forth in this Indenture with respect to the Notes of any
      Series, Class or Tranche, and no implied covenants or obligations will be read
      into this Indenture against the Indenture Trustee.

     

    (b)           In
      the absence of bad faith on its part, the Indenture Trustee may, with respect
      to
      the Notes of any Series, Class or Tranche, conclusively rely, as to the truth
      of
      the statements and the correctness of the opinions expressed therein, upon
      certificates or opinions furnished to the Indenture Trustee and conforming
      to
      the requirements of this Indenture; but in the case of any such certificates
      or
      opinions which by any provision hereof are specifically required to be furnished
      to the Indenture Trustee, the Indenture Trustee will be under a duty to examine
      the same to determine whether or not they conform to the requirements of this
      Indenture but need not confirm or investigate the accuracy of any mathematical
      calculations or other facts stated therein.

     

    (c)           In
      case an Event of Default with respect to any Series, Class or Tranche of Notes
      has occurred and is continuing, the Indenture Trustee will exercise with respect
      to the Notes of such Series, Class or Tranche such rights and powers vested
      in
      it by this Indenture, and use the same degree of care and skill in their
      exercise, as a fiduciary would exercise or use under the circumstances in the
      conduct of such person’s own affairs.

     

    (d)           No
      provision of this Indenture will be construed to relieve the Indenture Trustee
      from liability for its own negligent action, its own negligent failure to act,
      or its own willful misconduct, except that:

     

    (i)                 this
      subsection (d) will not be construed to limit the effect of subsections (a)
      and
      (b) of this Section;

     

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

     

    (iii)                 the
      Indenture Trustee will not be liable with respect to any action taken or omitted
      to be taken by it in good faith in accordance with the direction of the Holders
      of more than 662⁄3% of the Outstanding Dollar Principal Amount of any Series,
      Class or Tranche relating to the time, method and place of conducting any
      proceeding for any remedy available to the Indenture Trustee, or exercising
      any
      trust or power conferred upon the Indenture Trustee, 

     

     

    
      
        
        

      

      
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      under
        this Indenture with respect to the Notes of such Series, Class or Tranche;
        and

    

     

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

     

    (e)           Whether
      or not therein expressly so provided, every provision of this Indenture relating
      to the conduct or affecting the liability of or affording protection to the
      Indenture Trustee will be subject to the provisions of this
      Section.

     

    Section
      7.02        Notice of
      Defaults.  Within 90 days after the occurrence of any default
      hereunder with respect to the Notes of any Series, Class or
      Tranche:

     

    (a)           the
      Indenture Trustee will transmit by mail to all Registered Noteholders of such
      Series, Class or Tranche, as their names and addresses appear in the Note
      Register, notice of such default hereunder known to the Indenture
      Trustee,

     

    (b)           the
      Indenture Trustee will notify all Holders of Bearer Notes of such Series, Class
      or Tranche, by publication of notice of such default in an Authorized Newspaper,
      or as otherwise provided in the applicable Indenture Supplement,
      and

     

    (c)           the
      Indenture Trustee will give prompt written notification thereof to the Note
      Rating Agencies, unless such default will have been cured or
      waived;

     

    provided,
      however, that, except in the case of a default in the payment of the
      principal of or interest on any Note of such Series, Class or Tranche, the
      Indenture Trustee will be protected in withholding such notice if and so long
      as
      the board of directors, the executive committee or a trust committee of
      directors and/or Indenture Trustee Authorized Officers of the Indenture Trustee
      in good faith determine that the withholding of such notice is in the interests
      of the Noteholders of such Series, Class or Tranche.  For the purpose
      of this Section, the term “default,” with respect to the Notes of any Series,
      Class or Tranche, means any event which is, or after notice or lapse of time
      or
      both would become, an Event of Default with respect to the Notes of such Series,
      Class or Tranche.

     

    Section
      7.03        Certain Rights of
      Indenture Trustee.  Except as otherwise provided in Section
      7.01:

     

    (a)           the
      Indenture Trustee may conclusively rely and will be protected in acting or
      refraining from acting upon any resolution, certificate, statement, instrument,
      opinion, report, notice, request, direction, consent, order, bond, debenture
      or
      other paper or document (whether in its original or facsimile form) believed
      by
      it to be genuine and to have been signed or presented by the proper party
      or parties;

     

     

    
      
        
        

      

      
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    (b)           whenever
      in the administration of this Indenture the Indenture Trustee will deem it
      desirable that a matter be proved or established before taking, suffering or
      omitting any action hereunder, the Indenture Trustee (unless other evidence
      be
      herein specifically prescribed) may, in the absence of bad faith on its part,
      rely upon an Officer’s Certificate;

     

    (c)           the
      Indenture Trustee may consult with counsel of its own selection and the advice
      of such counsel or any Opinion of Counsel will be full and complete
      authorization and protection in respect of any action taken, suffered or omitted
      by it hereunder in good faith and in reliance thereon;

     

    (d)           the
      Indenture Trustee will be under no obligation to exercise any of the rights
      or
      powers vested in it by this Indenture at the request or direction of any of
      the
      Noteholders pursuant to this Indenture, unless such Noteholders shall have
      offered to the Indenture Trustee security or indemnity reasonably satisfactory
      to it against the costs, expenses and liabilities which might be incurred by
      it
      in compliance with such request or direction;

     

    (e)           the
      Indenture Trustee will not be bound to make any investigation into the facts
      or
      matters stated in any resolution, certificate, statement, instrument, opinion,
      report, notice, request, direction, consent, order, bond, debenture or other
      paper or document, but the Indenture Trustee, in its discretion, may make such
      further inquiry or investigation into such facts or matters as it may see fit,
      and, if the Indenture Trustee will determine to make such further inquiry or
      investigation, it will be entitled to examine the books, records and premises
      of
      the Issuing Entity, personally or by agent or attorney;

     

    (f)           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 and
      the Indenture Trustee will not be responsible for any misconduct or negligence
      on the part of any agent or attorney appointed with due care by it hereunder;
      and

     

    (g)           the
      Indenture Trustee will not be responsible for filing any financing statements
      or
      continuation statements in connection with the Notes, but will cooperate with
      the Issuing Entity in connection with the filing of such financing statements
      or
      continuation statements.

     

    Section
      7.04        Not Responsible for
      Recitals or Issuance of Notes.  The recitals contained herein and
      in the Notes, except the certificates of authentication, will be taken as the
      statements of the Issuing Entity, and the Indenture Trustee assumes no
      responsibility for their correctness.  The Indenture Trustee makes no
      representations as to the validity or sufficiency of this Indenture or of the
      Notes.  The Indenture Trustee will not be accountable for the use or
      application by the Issuing Entity of Notes or the proceeds thereof.

     

     

    
      
        
        

      

      
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    Section
      7.05        May Hold
      Notes.  Subject to the requirements of Rule 3a-7(a)(4)(i) under
      the Investment Company Act, the Indenture Trustee, any Paying Agent, the Note
      Registrar or any other agent of the Issuing Entity, in its individual or any
      other capacity, may become the owner or pledgee of Notes and, subject to
      Sections 7.08, 7.09 and 7.13, may otherwise deal with the Issuing Entity with
      the same rights it would have if it were not Indenture Trustee, Paying Agent,
      Note Registrar or such other agent.

     

    Section
      7.06        Money Held in
      Trust.  Money held by the Indenture Trustee in trust hereunder
      need not be segregated from other funds except to the extent required by
      law.  The Indenture Trustee will be under no liability for interest on
      any money received by it hereunder except as otherwise agreed with the Issuing
      Entity.

     

    Section
      7.07        Compensation and
      Reimbursement, Limit on Compensation, Reimbursement and
      Indemnity.

     

    (a)           The
      Issuing Entity agrees:

     

    (i)                 to
      pay to the Indenture Trustee from time to time reasonable compensation (or,
      for
      so long as Wells Fargo Bank, National Association is the Indenture Trustee,
      such
      amount as has been mutually agreed upon) for all services rendered by it
      hereunder (which compensation will not be limited by any provision of law in
      regard to the compensation of a trustee of an express trust);

     

    (ii)                 except
      as otherwise expressly provided herein, to reimburse the Indenture Trustee
      upon
      its request for all reasonable expenses, disbursements and advances incurred
      or
      made by the Indenture Trustee in accordance with any provision of this Indenture
      (including the reasonable compensation and the reasonable expenses and
      disbursements of its agents and counsel), except any such expense, disbursement
      or advance as may be attributable to its negligence or bad faith;
      and

     

    (iii)                 to
      indemnify the Indenture Trustee for, and to hold it harmless against, any and
      all loss, liability or expense incurred without negligence or bad faith on
      its
      part, arising out of or in connection with the acceptance or administration
      of
      this trust, including the costs and expenses of defending itself against any
      claim or liability (whether asserted by the Issuing Entity, the Servicer, any
      Holder or any other Person) in connection with the exercise or performance
      of
      any of its powers or duties hereunder.

     

    The
      Indenture Trustee will have no recourse to any asset of the Issuing Entity
      other
      than funds available pursuant to Section 6.06 or to any Person other than the
      Servicer or the Issuing Entity.  Except as specified in Section 6.06,
      any such payment to the Indenture Trustee shall be subordinate to payments
      to be
      made to the Noteholders.

     

    (b)           This
      Section will survive the termination of this Indenture and the resignation
      or
      replacement of the Indenture Trustee under Section 7.10.

     

     

    
      
        
        

      

      
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    Section
      7.08        Disqualification;
      Conflicting Interests.  If the Indenture Trustee has or will
      acquire a conflicting interest within the meaning of the Trust Indenture Act,
      the Indenture Trustee will, if so required by the Trust Indenture Act, either
      eliminate such interest or resign, to the extent and in the manner provided
      by,
      and subject to the provisions of, the Trust Indenture Act and this
      Indenture.  Nothing herein will prevent the Indenture Trustee from
      filing with the Commission the application referred to in the second to last
      paragraph of Section 310(b) of the Trust Indenture Act.

     

    Section
      7.09        Corporate Indenture
      Trustee Required; Eligibility.  There will at all times be an
      Indenture Trustee hereunder with respect to each Series, Class or Tranche of
      Notes, which will be either a bank or a corporation organized and doing business
      under the laws of the United States of America or of any state, authorized
      under
      such laws to exercise corporate trust powers, having a combined capital and
      surplus of at least $50,000,000, subject to supervision or examination by
      federal or state authority, having a rating of at least “BBB-” by Standard &
Poor’s.  The Indenture Trustee shall at all times meet the
      requirements of Rule 3a-7(a)(4)(i) under the Investment Company Act and shall
      not provide credit or credit enhancement to the Issuing Entity.  If
      such corporation publishes reports of condition at least annually, pursuant
      to
      law or to the requirements of the aforesaid supervising or examining authority,
      then for the purposes of this Section, the combined capital and surplus of
      such
      corporation will be deemed to be its combined capital and surplus as set forth
      in its most recent report of condition so published.  The Issuing
      Entity may not, nor may any Person directly or indirectly controlling,
      controlled by, or under common control with the Issuing Entity, serve as
      Indenture Trustee.  If at any time the Indenture Trustee with respect
      to any Series, Class or Tranche of Notes will cease to be eligible in accordance
      with the provisions of this Section, it will resign immediately in the manner
      and with the effect hereinafter specified in this Article VII.

     

    Section
      7.10        Resignation and Removal;
      Appointment of Successor.

     

    (a)           No
      resignation or removal of the Indenture Trustee and no appointment of a
      successor Indenture Trustee pursuant to this Article VII will become effective
      until the acceptance of appointment by the successor Indenture Trustee under
      Section 7.11.

     

    (b)           The
      Indenture Trustee may resign with respect to any Series, Class or Tranche of
      Notes at any time by giving written notice thereof to the Issuing
      Entity.  If an instrument of acceptance by a successor Indenture
      Trustee shall not have been delivered to the Indenture Trustee within 30 days
      after the giving of such notice of resignation, the resigning Indenture Trustee
      may petition any court of competent jurisdiction for the appointment of a
      successor Indenture Trustee.

     

    (c)           The
      Indenture Trustee may be removed with respect to any Series, Class or Tranche
      of
      Notes at any time by Action of the Majority Holders of that Series, Class or
      Tranche, delivered to the Indenture Trustee and to the Issuing
      Entity.

     

    (d)           If
      at any time:

     

     

    
      
        
        

      

      
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    (i)                 the
      Indenture Trustee fails to comply with Section 310(b) of the Trust Indenture
      Act
      with respect to any Series, Class or Tranche of Notes after written request
      therefor by the Issuing Entity or by any Noteholder who has been a bona fide
      Holder of a Note of that Series, Class or Tranche for at least 6 months,
      or

     

    (ii)                 the
      Indenture Trustee ceases to be eligible under Section 7.09 with respect to
      any
      Series, Class or Tranche of Notes and fails to resign after written request
      therefor by the Issuing Entity or by any such Noteholder, or

     

    (iii)                 the
      Indenture Trustee becomes incapable of acting with respect to any Series, Class
      or Tranche of Notes, or

     

    (iv)                 the
      Indenture Trustee is adjudged bankrupt or insolvent or a receiver of the
      Indenture Trustee or of its property is appointed or any public officer takes
      charge or control of the Indenture Trustee or of its property or affairs for
      the
      purpose of rehabilitation, conservation or liquidation,

     

    then,
      in any such case, (A) the Issuing Entity may remove the Indenture Trustee,
      with
      respect to the Series, Class or Tranche, or in the case of clause (iv), with
      respect to all Series, Classes or Tranches, or (B) subject to Section 6.17,
      any
      Noteholder who has been a bona fide Holder of a Note of such Series, Class
      and
      Tranche for at least 6 months may, on behalf of itself and all others similarly
      situated, petition any court of competent jurisdiction for the removal of the
      Indenture Trustee with respect to such Series, Class or Tranche and the
      appointment of a successor Indenture Trustee with respect to the Series, Class
      or Tranche, or, in the case of clause (iv), with respect to all Series, Classes
      and Tranches.

     

    (e)           If
      the Indenture Trustee resigns, is removed or becomes incapable of acting with
      respect to any Series, Class or Tranche of Notes, or if a vacancy shall occur
      in
      the office of the Indenture Trustee with respect to any Series, Class or Tranche
      of Notes for any cause, the Issuing Entity will promptly appoint a successor
      Indenture Trustee for that Series, Class or Tranche of Notes.  If,
      within one year after such resignation, removal or incapacity, or the occurrence
      of such vacancy, a successor Indenture Trustee with respect to such Series,
      Class or Tranche of Notes is appointed by Action of the Majority Holders of
      such
      Series, Class or Tranche delivered to the Issuing Entity and the retiring
      Indenture Trustee, the successor Indenture Trustee so appointed will, forthwith
      upon its acceptance of such appointment, become the successor Indenture Trustee
      with respect to such Series, Class or Tranche and supersede the successor
      Indenture Trustee appointed by the Issuing Entity with respect to such Series,
      Class or Tranche of Notes.  If no successor Indenture Trustee with
      respect to such Series, Class or Tranche of Notes shall have been so appointed
      by the Issuing Entity or the Noteholders of such Series, Class or Tranche and
      accepted appointment in the manner hereinafter provided, any Noteholder who
      has
      been a bona fide Holder of a Note of such Series, Class or Tranche for at least
      6 months may, on behalf of itself and all others similarly 

     

     

    
      
        
        

      

      
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      situated,
        petition any court of competent jurisdiction for the appointment of a successor
        Indenture Trustee with respect to such Series, Class or Tranche of
        Notes.

    

     

    (f)           The
      Issuing Entity will give written notice of each resignation and each removal
      of
      the Indenture Trustee with respect to any Series, Class or Tranche of Notes
      and
      each appointment of a successor Indenture Trustee with respect to any Series,
      Class or Tranche to each Noteholder as provided in Section 1.06 and to each
      Note
      Rating Agency.  To facilitate delivery of such notice, upon request by
      the Issuing Entity, the Note Registrar shall provide to the Issuing Entity
      a
      list of the relevant Registered Noteholders.  Each notice will include
      the name of the successor Indenture Trustee and the address of its
      principal Corporate Trust Office.

     

    Section
      7.11        Acceptance of Appointment
      by Successor.  Every successor Indenture Trustee appointed
      hereunder will execute, acknowledge and deliver to the Issuing Entity and to
      the
      predecessor Indenture Trustee an instrument accepting such appointment, with
      a
      copy to the Note Rating Agencies, and thereupon the resignation or removal
      of
      the predecessor Indenture Trustee will become effective with respect to any
      Series, Class or Tranche of Notes as to which it is resigning or being removed
      as the Indenture Trustee, and such successor Indenture Trustee, without any
      further act, deed or conveyance, will become vested with all the rights, powers,
      trusts and duties of the predecessor Indenture Trustee with respect to any
      such
      Series, Class or Tranche of Notes; but, upon request of the Issuing Entity
      or
      the successor Indenture Trustee, such predecessor Indenture Trustee will, upon
      payment of its reasonable charges, if any, execute and deliver an instrument
      transferring to such successor Indenture Trustee all the rights, powers and
      trusts of the predecessor Indenture Trustee, and will duly assign, transfer
      and
      deliver to such successor Indenture Trustee all property and money held by
      such
      predecessor Indenture Trustee hereunder with respect to all or any such Series,
      Class or Tranche, subject nevertheless to its lien, if any, provided for in
      Section 7.07.  Upon request of any such successor Indenture Trustee,
      the Issuing Entity will execute any and all instruments for more fully and
      certainly vesting in and confirming to such successor Indenture Trustee all
      such
      rights, powers and trusts.

     

    In
      case of the appointment hereunder of a successor Indenture Trustee with respect
      to the Notes of one or more (but not all) Series, Classes or Tranches, the
      Issuing Entity, the predecessor Indenture Trustee and each successor Indenture
      Trustee with respect to the Notes of any applicable Series, Class or Tranche
      will execute and deliver an Indenture Supplement which will contain such
      provisions as shall be deemed necessary or desirable to confirm that all the
      rights, powers, trusts and duties of the predecessor Indenture Trustee with
      respect to the Notes of any Series, Class or Tranche as to which the predecessor
      Indenture Trustee is not being succeeded will continue to be vested in the
      predecessor Indenture Trustee, and will add to or change any of the provisions
      of this Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Indenture Trustee,
      it
      being understood that nothing herein or in such Indenture Supplement will
      constitute such Indenture Trustees co-trustees of the same trust and that each
      such Indenture Trustee will be Indenture Trustee of a trust or trusts hereunder
      separate and apart from any trust or trusts hereunder administered by any other
      such Indenture Trustee.

     

     

    
      
        
        

      

      
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    No
      successor Indenture Trustee with respect to any Series, Class or Tranche of
      Notes will accept its appointment unless at the time of such acceptance such
      successor Indenture Trustee will be qualified and eligible under this Article
      VII.

     

    Section
      7.12        Merger, Conversion,
      Consolidation or Succession to Business.  Any corporation into
      which the Indenture Trustee may be merged or converted or with which it may
      be
      consolidated, or any corporation resulting from any merger, conversion or
      consolidation to which the Indenture Trustee shall be a party, or any
      corporation succeeding to all or substantially all of the corporate trust
      business of the Indenture Trustee, will be the successor of the Indenture
      Trustee hereunder, provided such corporation shall be otherwise qualified
      and eligible under this Article VII, without the execution or filing of any
      paper or any further act on the part of any of the parties
      hereto.  The Indenture Trustee shall give prompt written notice of
      such merger, conversion, consolidation or succession to the Note Rating
      Agencies.  In case any Notes shall have been authenticated, but not
      delivered, by the Indenture Trustee then in office, any successor by merger,
      conversion or consolidation to such authenticating Indenture Trustee may adopt
      such authentication and deliver the Notes so authenticated with the same effect
      as if such successor Indenture Trustee had itself authenticated such
      Notes.

     

    Section
      7.13        Preferential Collection
      of Claims Against Issuing Entity.  If and when the Indenture
      Trustee shall be or become a creditor of the Issuing Entity (or any other
      obligor upon the Notes), the Indenture Trustee will be subject to the provisions
      of Section 311 of the Trust Indenture Act.  An Indenture Trustee who
      has resigned or been removed will be subject to subsection 311(a) of the Trust
      Indenture Act to the extent provided therein.

     

    Section
      7.14        Appointment of
      Authenticating Agent.  At any time when any of the Notes
      remain Outstanding the Indenture Trustee, with the approval of the Issuing
      Entity, may appoint an Authenticating Agent or Agents with respect to one or
      more Series, Classes or Tranches of Notes which will be authorized to act on
      behalf of the Indenture Trustee to authenticate the Notes of such Series,
      Classes or Tranches issued upon exchange, registration of transfer or partial
      redemption thereof or pursuant to Section 3.06, and the Notes so authenticated
      will be entitled to the benefits of this Indenture and will be valid and
      obligatory for all purposes as if authenticated by the Indenture Trustee
      hereunder.  Wherever reference is made in this Indenture to the
      authentication and delivery of Notes by the Indenture Trustee or the Indenture
      Trustee’s Certificate of Authentication, such reference will be deemed to
      include authentication and delivery on behalf of the Indenture Trustee by an
      Authenticating Agent and a Certificate of Authentication executed on behalf
      of
      the Indenture Trustee by an Authenticating Agent.  Each Authenticating
      Agent will be acceptable to the Issuing Entity and will at all times be a
      corporation organized and doing business under the laws of the United States
      of
      America, any state thereof or the District of Columbia, authorized under such
      laws to act as an Authenticating Agent, having a combined capital and surplus
      of
      not less than $50,000,000 and, if other than the Issuing Entity itself, subject
      to supervision or examination by federal or state authority.  If such
      Authenticating Agent publishes reports of condition at least annually, pursuant
      to law or to the requirements of said supervising or examining authority, then
      for the purposes of this Section, the combined capital and 

     

     

    
      
        
        

      

      
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      surplus
        of such Authenticating Agent will be deemed to be its combined capital and
        surplus as set forth in its most recent report of condition so
        published.  If at any time an Authenticating Agent will cease to be
        eligible in accordance with the provisions of this Section, such Authenticating
        Agent will resign immediately in the manner and with the effect specified
        in
        this Section.  The initial Authenticating Agent for the Notes of all
        Series, Classes and Tranches will be Wells Fargo Bank, National
        Association.

    

     

    Any
      corporation into which an Authenticating Agent may be merged or converted or
      with which it may be consolidated, or any corporation resulting from any merger,
      conversion or consolidation to which such Authenticating Agent will be a party,
      or any corporation succeeding to the corporate agency or corporate trust
      business of an Authenticating Agent, will continue to be an Authenticating
      Agent, provided such corporation will be otherwise eligible under this
      Section, without the execution or filing of any paper or any further act on
      the
      part of the Indenture Trustee or the Authenticating Agent.

     

    An
      Authenticating Agent may resign at any time by giving written notice thereof
      to
      the Indenture Trustee and to the Issuing Entity.  The Indenture
      Trustee may at any time terminate the agency of an Authenticating Agent by
      giving written notice thereof to such Authenticating Agent and to the Issuing
      Entity.  Upon receiving such a notice of resignation or upon such a
      termination, or in case at any time such Authenticating Agent will cease to
      be
      eligible in accordance with the provisions of this Section, the Indenture
      Trustee, with the approval of the Issuing Entity, may appoint a successor
      Authenticating Agent which will be acceptable to the Issuing Entity and will
      give notice to each Noteholder as provided in Section 1.06.  Any
      successor Authenticating Agent upon acceptance of its appointment hereunder
      will
      become vested with all the rights, powers and duties of its predecessor
      hereunder, with like effect as if originally named as an Authenticating
      Agent.  No successor Authenticating Agent will be appointed unless
      eligible under the provisions of this Section.

     

    The
      Indenture Trustee agrees to pay to each Authenticating Agent (other than an
      Authenticating Agent appointed at the request of the Issuing Entity from time
      to
      time) reasonable compensation for its services under this Section, and the
      Indenture Trustee will be entitled to be reimbursed for such payments, subject
      to the provisions of Section 7.07.

     

    If
      an appointment with respect to one or more Series, Classes or Tranches of Notes
      is made pursuant to this Section, the Notes of such Series, Classes or Tranches
      may have endorsed thereon, in addition to the Indenture Trustee’s Certificate of
      Authentication, an alternate Certificate of Authentication in the following
      form:

     

    This
      is one of the Notes of the Series, Classes or Tranches designated therein
      referred to in the within-mentioned Indenture.

     

     

    
      
        
        

      

      
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    WELLS
      FARGO BANK,

      NATIONAL
      ASSOCIATION,

    as
      Indenture Trustee,

     

    By:
      _______________________________

    As
      Authenticating Agent

     

    By:
      _______________________________

    Authorized
      Signatory

     

    Section
      7.15        Tax
      Returns.  In the event that the Issuing Entity shall be required
      to file tax returns, the Servicer shall prepare or shall cause to be prepared
      such tax returns and shall provide such tax returns to the Owner Trustee or
      the
      Beneficiary for signature at least 5 days before such tax returns are due to
      be
      filed.  The Issuing Entity, in accordance with the terms of each
      Indenture Supplement, shall also prepare or shall cause to be prepared all
      tax
      information required by law to be distributed to Noteholders and shall deliver
      such information to the Indenture Trustee at least 5 days prior to the date
      it
      is required by law to be distributed to Noteholders.  The Indenture
      Trustee, upon written request, will furnish the Servicer with all such
      information known to the Indenture Trustee as may be reasonably requested and
      required in connection with the preparation of all tax returns of the Issuing
      Entity, and shall, upon request, execute such returns.  In no event
      shall the Indenture Trustee or the Owner Trustee be personally liable for any
      liabilities, costs or expenses of the Issuing Entity or any Noteholder arising
      under any tax law, including federal, state or local income or excise taxes
      or
      any other tax imposed on or measured by income (or any interest or penalty
      with
      respect thereto arising from a failure to comply therewith).

     

    Section
      7.16        Representations and
      Covenants of the Indenture Trustee.  The Indenture Trustee
      represents, warrants and covenants that:

     

    (a)           The
      Indenture Trustee is a national banking association duly organized and validly
      existing under the laws of the United States of America;

     

    (b)           The
      Indenture Trustee has full power and authority to deliver and perform this
      Indenture and has taken all necessary action to authorize the execution,
      delivery and performance by it of this Indenture and other documents to which
      it
      is a party; and

     

    (c)           Each
      of this Indenture and other documents to which it is a party has been duly
      executed and delivered by the Indenture Trustee and constitutes its legal,
      valid
      and binding obligation in accordance with its terms.

     

    Section
      7.17        Custody of Collateral
      Certificates and Collateral.  Unless otherwise specified in the
      related Asset Pool Supplement, each Collateral Certificate shall be registered
      in the name of and shall be delivered to and held by the applicable Collateral
      Agent in the State of New York separate and apart from all other property held
      by such Collateral Agent.  The Collateral Agent shall hold such of the
      Collateral as 

     

     

    
      
        
        

      

      
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      constitutes
        a Permitted Investment and all other Collateral in accordance with the related
        Asset Pool Supplement.

    

     

    Section
      7.18        Indenture
      Trustee’s Application for Instructions from the Issuing
      Entity.  Any application by the Indenture Trustee for written
      instructions from the Issuing Entity may, at the option of the Indenture
      Trustee, set forth in writing any action proposed to be taken or omitted by
      the
      Indenture Trustee under and in accordance with this Indenture and the date
      on
      and/or after which such action shall be taken or such omission shall be
      effective, provided that such application shall make specific reference
      to this Section 7.18.  The Indenture Trustee shall not be liable for
      any action taken by, or omission of, the Indenture Trustee in accordance with
      a
      proposal included in such application on or after the date specified in such
      application (which date shall not be less than 5 Business Days after the date
      any officer of the Issuing Entity actually receives such application, unless
      any
      such officer shall have consented in writing to any earlier date) unless prior
      to taking any such action (or the effective date in the case of an omission),
      the Indenture Trustee shall have received written instructions in response
      to
      such application specifying the action to be taken or omitted.

     

    [END
      OF ARTICLE VII]

     

     

    
      
        
        

      

      
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    ARTICLE
      VIII

     

    NOTEHOLDERS’
      MEETINGS, LISTS, REPORTS BY INDENTURE TRUSTEE, ISSUING ENTITY AND
      BENEFICIARY

     

    Section
      8.01        Issuing Entity To
      Furnish Indenture Trustee Names and Addresses of
      Noteholders.  The Issuing Entity will furnish or cause to be
      furnished to the Indenture Trustee:

     

    (a)           not
      more than 15 days after each Record Date, in such form as the Indenture Trustee
      may reasonably require, a list of the names and addresses of the Registered
      Noteholders of such Series, Classes or Tranches as of such date,
      and

     

    (b)           at
      such other times as the Indenture Trustee may request in writing, within 30
      days
      after the receipt by the Issuing Entity of any such request, a list of similar
      form and content as of a date not more than 15 days before 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
      8.02        Preservation of
      Information; Communications to Noteholders.

     

    (a)           The
      Indenture Trustee will preserve, in as current a form as is reasonably
      practicable, the names and addresses of Registered Noteholders contained in
      the
      most recent list furnished to the Indenture Trustee as provided in Section
      8.01
      and the names and addresses of Registered Noteholders received by the Indenture
      Trustee in its capacity as Note Registrar.  The Indenture Trustee may
      destroy any list furnished to it as provided in Section 8.01 upon receipt of
      a
      new list so furnished.

     

    (b)           If
      3 or more Holders of Notes of any Series, Class or Tranche (hereinafter referred
      to as “applicants”) (or, if there are less than 3 such Holders, all of the
      Holders) apply in writing to the Indenture Trustee, and furnish to the Indenture
      Trustee reasonable proof that each such applicant has owned a Note of such
      Series, Class or Tranche for a period of at least 6 months preceding the date
      of
      such application, and such application states that the applicants desire to
      communicate with other Holders of Notes of such Series, Class or Tranche or
      with
      the Holders of all Notes with respect to their rights under this Indenture
      or
      under such Notes and is accompanied by a copy of the form of proxy or other
      communication which such applicants propose to transmit, then the Indenture
      Trustee will, within 5 Business Days after the receipt of such application,
      at
      its election, either

     

    (i)                 afford
      such applicants access to the information preserved at the time by the Indenture
      Trustee in accordance with subsection 8.02(a), or

     

     

    
      
        
        

      

      
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    (ii)                 inform
      such applicants as to the approximate number of Holders of Notes of such Series,
      Class or Tranche or all Notes, as the case may be, whose names and addresses
      appear in the information preserved at the time by the Indenture Trustee in
      accordance with subsection 8.02(a), and as to the approximate cost of mailing
      to
      such Noteholders the form of proxy or other communication, if any, specified
      in
      such application.

     

    If
      the Indenture Trustee shall elect not to afford such applicants access to such
      information, the Indenture Trustee shall, upon the written request of such
      applicants, mail to each Holder of a Registered Note of such Series, Class
      or
      Tranche or to all Registered Noteholders, as the case may be, whose names and
      addresses appear in the information preserved at the time by the Indenture
      Trustee in accordance with subsection 8.02(a), a copy of the form of proxy
      or
      other communication which is specified in such request, with reasonable
      promptness after a tender to the Indenture Trustee of the material to be mailed
      and of payment, or provision for the payment, of the reasonable expenses of
      mailing, unless, within 5 days after such tender, the Indenture Trustee shall
      mail to such applicants and file with the Commission, together with a copy
      of
      the material to be mailed, a written statement to the effect that, in the
      opinion of the Indenture Trustee, such mailing would be contrary to the best
      interests of the Holders of Notes of such Series, Class or Tranche or all
      Noteholders, as the case may be, or would be in violation of applicable
      law.  Such written statement will specify the basis of such
      opinion.  If the Commission, after opportunity for a hearing upon the
      objections specified in the written statement so filed, shall enter an order
      refusing to sustain any of such objections or if, after the entry of an order
      sustaining one or more of such objections, the Commission shall find, after
      notice and opportunity for hearing, that all the objections so sustained have
      been met and shall enter an order so declaring, the Indenture Trustee will
      mail
      copies of such material to all Registered Noteholders of such Series, Class
      or
      Tranche or all Registered Noteholders, as the case may be, with reasonable
      promptness after the entry of such order and the renewal of such tender;
      otherwise the Indenture Trustee will be relieved of any obligation or duty
      to
      such applicants respecting their application.

     

    (c)           Every
      Holder of Notes, by receiving and holding the same, agrees with the Issuing
      Entity and the Indenture Trustee that neither the Issuing Entity nor the
      Indenture Trustee will be held accountable by reason of the disclosure of any
      such information as to the names and addresses of the Holders of Notes in
      accordance with subsection 8.02(b), regardless of the source from which such
      information was derived, and that the Indenture Trustee will not be held
      accountable by reason of mailing any material pursuant to a request made under
      subsection 8.02(b).

     

    Section
      8.03        Reports by
      Indenture Trustee.

     

    (a)           The
      term “reporting date” as used in this Section means December
      31.  Within 60 days after the reporting date in each year, the
      Indenture Trustee will transmit to Noteholders, in the manner and to the extent
      provided in Section 313(c) of the Trust Indenture Act, a brief report dated
      as
      of such reporting date if required by Section 313(a) of the Trust Indenture
      Act.

     

     

    
      
        
        

      

      
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    (b)           To
      the extent required by the Trust Indenture Act, the Indenture Trustee will
      mail
      each year to all Registered Noteholders, with a copy to the Note Rating Agencies
      a report concerning:

     

    (i)                 its
      eligibility and qualifications to continue as trustee under this
      Indenture;

     

    (ii)                 any
      amounts advanced by the Indenture Trustee under this Indenture;

     

    (iii)                 the
      amount, interest rate and maturity date of indebtedness owing by the Issuing
      Entity to each of the Indenture Trustee and the Collateral Agent, each in its
      individual capacity;

     

    (iv)                 the
      property and funds physically held by the related Collateral Agent as Collateral
      Agent of the Asset Pool by which such Notes are secured;

     

    (v)                 any
      release or release and substitution of Collateral subject to the lien of the
      related Asset Pool Supplement which has not previously been reported;
      and

     

    (vi)                 any
      action taken by the Indenture Trustee or the Collateral Agent, on behalf of
      the
      Indenture Trustee, that materially affects the Notes and that has not previously
      been reported.

     

    (c)           The
      Indenture Trustee will comply with subsections 313(b) and 313(c) of the Trust
      Indenture Act.

     

    (d)           A
      copy of each such report will, at the time of such transmission to Noteholders,
      be filed by the Indenture Trustee with each stock exchange upon which the Notes
      are listed, and also with the Commission.  The Issuing Entity will
      notify the Indenture Trustee when the Notes are admitted to trading on any
      stock
      exchange.

     

    Section
      8.04        Meetings of Noteholders;
      Amendments and Waivers.

     

    (a)           If
      the Notes of a Series, Class or Tranche are issuable in whole or in part as
      Bearer Notes, a meeting of the Noteholders of such Series, Class or Tranche
      may
      be called at any time and from time to time pursuant to this Section 8.04 to
      make, give or take any Action provided by this Indenture or any Indenture
      Supplement to be made, given or taken by Noteholders of such Series, Class
      or
      Tranche.

     

    (b)           The
      Indenture Trustee may call a meeting of the Noteholders of any Series, Class
      or
      Tranche issuable in whole or in part as Bearer Notes at any time for any purpose
      specified in this Indenture or any Indenture Supplement.  The
      Indenture Trustee will call a meeting upon request of the Issuing Entity or
      the
      Holders of at least 10% in aggregate Outstanding Dollar Principal Amount of
      the
      Outstanding Notes 

     

     

    
      
        
        

      

      
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      of
        such Series, Class or Tranche issuable in whole or in part as Bearer
        Notes.  In any case, a meeting will be called after notice is given to
        such Noteholders pursuant to Section 1.06.

    

     

    (c)           To
      be entitled to vote at any meeting of the Noteholders of any Series, Class
      or
      Tranche, a Person shall be (1) a Holder of one or more Outstanding Notes of
      such
      Series, Class or Tranche, or (2) a Person appointed by an instrument in writing
      as proxy for the Noteholder or Noteholders of one or more Outstanding Notes
      of
      such Series, Class or Tranche by the Noteholder or Noteholders.  The
      only Person who shall be entitled to be present or to speak at any meeting
      of
      the Noteholders of any Series, Class or Tranche shall be the Persons entitled
      to
      vote at such meeting and their counsel, any representatives of the Indenture
      Trustee and its counsel and any representatives of the Issuing Entity and
      its counsel.

     

    (d)           Except
      for any consent that must be given by the Holders of each Outstanding Note
      affected or any action to be taken by the Issuing Entity as holder of any
      Collateral Certificate, any resolution presented at any meeting at which a
      quorum is present may be adopted by the affirmative vote of the Holders of
      more
      than 662⁄3% of the Outstanding Dollar Principal Amount of that Series, Class or
      Tranche, as the case may be.  However, any resolution with respect to
      any Action which may be given by the Holders of not less than a specified
      percentage in aggregate Outstanding Dollar Principal Amount of Outstanding
      Notes
      of a Series, Class or Tranche of Bearer Notes may be adopted at any meeting
      at
      which a quorum is present only by the affirmative vote of the Holders of not
      less than the specified percentage in aggregate Outstanding Dollar
      Principal Amount of the Outstanding Notes of such Series, Class or
      Tranche.  Any resolution passed or decision taken at any meeting of
      Noteholders duly held in accordance with this Indenture will be binding on
      all
      Noteholders of the affected Series, Class or Tranche.

     

    (e)           The
      quorum at any meeting will be persons holding or representing the Holders of
      more than 662⁄3% of the Outstanding Dollar Principal Amount of a Series, Class or
      Tranche or all Notes, as the case may be; provided, however, that
      if any action is to be taken at that meeting concerning an Action that may
      be
      given by the Holders of not less than a specified percentage in aggregate
      Outstanding Dollar Principal Amount of the Outstanding Notes of a Series, Class
      or Tranche, the persons holding or representing such specified percentage in
      aggregate Outstanding Dollar Principal Amount of the Outstanding Notes of such
      Series, Class or Tranche or all Notes will constitute a quorum.

     

    (f)           The
      ownership of Bearer Notes will be proved as provided in subsection
      1.04(c)(ii).

     

    (g)           The
      Issuing Entity may make reasonable rules for other matters relating to Action
      by
      or a meeting of Noteholders not otherwise covered by this Section, including
      but
      not limited to the location or locations for such meeting, the manner of voting
      at such meeting, the appointment and duties of inspectors of the vote, the
      submission and examination of proxies, certificates and other evidence of the
      right to vote and the appointment of a chairperson for the meeting.

     

     

    
      
        
        

      

      
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    (h)           As
      set forth in the applicable Pooling and Servicing Agreement and the related
      Series Supplement, with respect to certain actions requiring the consent or
      direction of Investor Certificateholders holding a specified percentage of
      the
      aggregate unpaid amount outstanding of Investor Certificates (whether by number
      of Series , as that term is defined in the applicable Pooling and Servicing
      Agreement, or percentage of all outstanding Investor Certificates depending
      on
      the manner of voting or consenting on such matter), including consenting to
      certain amendments and terminating the related Master Trust, the Issuing Entity,
      as holder of any Collateral Certificate, shall be deemed to be an Investor
      Certificateholder under such Pooling and Servicing Agreement, and will be deemed
      to have voted in accordance with the Investor Certificateholders holding a
      majority of the aggregate Invested Amount outstanding of such Investor
      Certificates which are entitled to vote or consent on such matter;
provided, however, that in the event Investor Certificateholders
      holding equal portions of the Invested Amount outstanding of such Investor
      Certificates vote in the positive and in the negative, without taking into
      consideration the vote of the Issuing Entity, as holder of such Collateral
      Certificate, the Issuing Entity shall be deemed to vote in the negative;
provided further, that if the Collateral Certificate is the
      sole Investor Certificate outstanding which is entitled to vote or consent
      on
      such matter, the Issuing Entity, as holder thereof, will be deemed to have
      voted
      in the negative.

     

    Section
      8.05        Reports by Issuing Entity
      to the Commission.  The Issuing Entity will:

     

    (a)           file
      with the Indenture Trustee, within 15 days after the Issuing Entity is required
      to file the same with the Commission, copies of the annual reports and of the
      information, documents and other reports (or copies of such portions of any
      of
      the foregoing as the Commission may from time to time by rules and regulations
      prescribe) which the Issuing Entity may be required to file with the Commission
      pursuant to Section 13 or Section 15(d) of the Securities Exchange Act; or,
      if
      the Issuing Entity is not required to file information, documents or reports
      pursuant to either of said Sections, then it will file with the Indenture
      Trustee and the Commission, in accordance with rules and regulations prescribed
      from time to time by the Commission, such of the supplementary and periodic
      information, documents and reports which may be required pursuant to Section
      13
      of the Securities Exchange Act in respect of a security listed and registered
      on
      a national securities exchange as may be prescribed from time to time in such
      rules and regulations;

     

    (b)           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 Issuing
      Entity with the conditions and covenants of this Indenture as may be required
      from time to time by such rules and regulations; and

     

    (c)           transmit
      by mail to all Registered Noteholders, as their names and addresses appear
      in
      the Note Register, and notify all Holders of Bearer Notes of such Series, Class
      or Tranche, by publication of such notice in an Authorized Newspaper or as
      otherwise provided in the applicable Indenture Supplement, within 30


     

     

    
      
        
        

      

      
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      days
        after the filing thereof with the Indenture Trustee, such summaries of any
        information, documents and reports required to be filed by the Issuing Entity
        pursuant to paragraphs (a) and (b) of this Section as may be required by
        rules
        and regulations prescribed from time to time by the
        Commission.

    

     

    Section
      8.06        Monthly
      Noteholders’ Statement.  On each Determination Date
      the Issuing Entity will, in cooperation with the Servicer of the Master Trust
      and the Servicer under the Transfer and Servicing Agreement, complete and
      deliver to the Indenture Trustee and the Master Trust Trustee (with a copy
      to
      each Note Rating Agency), a Monthly Noteholders’ Statement.

     

    On
      each Payment Date, the Indenture Trustee shall make the Monthly Noteholders’
Statement available electronically and, with the consent or at the direction
      of
      the Issuing Entity, such other information regarding the Notes and/or the
      Collateral as the Indenture Trustee may have in its possession, but only with
      the use of a password provided by the Indenture Trustee or its agent to such
      Person upon receipt by the Indenture Trustee from such Person of a certification
      in a form acceptable to the Indenture Trustee; provided, however,
      that the Indenture Trustee or its agent shall provide such password to the
      parties to this Indenture and each Note Rating Agency without requiring such
      certification; provided, further, however, that the
      Indenture Trustee shall have no obligation to provide such information described
      in this Section 8.06 until it has received the requisite information from the
      Issuing Entity or the Servicer, as applicable.  The Indenture Trustee
      will make no representation or warranty as to the accuracy or completeness
      of
      such documents and will assume no responsibility therefor.

     

    The
      Indenture Trustee’s internet website shall be initially located at
“www.ABSNet.net” or at such other address as shall be specified by the Indenture
      Trustee from time to time in writing to each Note Rating Agency, each Noteholder
      and the parties to this Indenture and to the Transfer and Servicing
      Agreement.  In connection with providing access to the Indenture
      Trustee’s website, the Indenture Trustee may require registration and the
      acceptance of a disclaimer.  Other than as set forth in Section 7.01
      hereof, the Indenture Trustee shall not be liable for the electronic
      dissemination of information as contemplated by this Section.

     

    Section
      8.07        Payment Instruction to
      Master Trust.

     

    (a)           Promptly
      after the receipt by the Issuing Entity of each Monthly Servicer’s Certificate
      under the applicable Series Supplement, the Issuing Entity will, in cooperation
      with the Servicer, complete the Payment Instruction and deliver a copy thereof
      to the Indenture Trustee and the Master Trust Trustee.

     

    (b)           From
      time to time, the Issuing Entity will notify the Servicer of the information
      necessary to be provided by the Issuing Entity under the applicable section
      of
      the applicable Pooling and Servicing Agreement as supplemented by any Series
      Supplement to calculate the Invested Amount of the Collateral Certificate issued
      under such Pooling and Servicing Agreement.

     

     

    
      
        
        

      

      
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    [END
      OF ARTICLE VIII]

     

     

    
      
        
        

      

      
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    ARTICLE
      IX

     

    INDENTURE
      SUPPLEMENTS; AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT AND AMENDMENTS
      TO
      THE TRUST AGREEMENT

     

    Section
      9.01        Supplemental Indentures
      and Amendments Without Consent of Noteholders.  Without the
      consent of the Holders of any Notes but with prior notice to each Note Rating
      Agency, the Collateral Agent and the Indenture Trustee, at any time and from
      time to time, upon delivery by the Issuing Entity to the Indenture Trustee
      and
      the Collateral Agent of an Officer’s Certificate to the effect that the Issuing
      Entity reasonably believes that such amendment will not have an Adverse Effect
      and is not reasonably expected to have an Adverse Effect at any time in the
      future, and, with respect to subsections (a), (b), (d), (f) through (j) and
      (l)
      through (n) of this Section 9.01, and upon delivery of an Issuing Entity Tax
      Opinion, the Issuing Entity may amend this Indenture, including any Asset Pool
      Supplement, any Indenture Supplement or enter into one or more Asset Pool
      Supplements or Indenture Supplements, in form satisfactory to the Indenture
      Trustee and the Collateral Agent, for any of the following
      purposes:

     

    (a)           to
      evidence the succession of another Entity to the Issuing Entity, and the
      assumption by any such successor of the covenants of the Issuing Entity herein
      and in the Notes;

     

    (b)           to
      add to the covenants of the Issuing Entity, or to surrender any right or power
      herein conferred upon the Issuing Entity by the Issuing Entity, for the benefit
      of the Holders of the Notes of any or all Series, Classes or Tranches (and
      if
      such covenants or the surrender of such right or power are to be for the benefit
      of less than all Series, Classes or Tranches of Notes, stating that such
      covenants are expressly being included or such surrenders are expressly being
      made solely for the benefit of one or more specified Series, Classes or Tranches
      of Notes);

     

    (c)           to
      cure any ambiguity, to correct or supplement any provision herein which may
      be
      inconsistent with any other provision herein, or to make any other provisions
      with respect to matters or questions arising under this Indenture;

     

    (d)           to
      add to this Indenture such provisions as may be expressly permitted by the
      Trust
      Indenture Act, excluding, however, the provisions referred to in Section
      316(a)(2) of the Trust Indenture Act as in effect at the date as of which this
      Indenture was executed or any corresponding provision in any similar federal
      statute hereafter enacted;

     

    (e)           to
      establish any form of Note, as provided in Article II, and to provide for the
      issuance of any Series, Class or Tranche of Notes as provided in Article III
      and
      to set forth the terms thereof, and/or to add to the rights of the Holders
      of
      the Notes of any Series, Class or Tranche;

     

     

    
      
        
        

      

      
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    (f)           to
      evidence and provide for the acceptance of appointment by another corporation
      as
      a successor Indenture Trustee hereunder with respect to one or more Series,
      Classes or Tranches of Notes and to add to or change any of the provisions
      of
      this Indenture as will be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Indenture Trustee,
      pursuant to Section 7.11;

     

    (g)           to
      evidence and provide for the acceptance of appointment by another corporation
      as
      a successor Collateral Agent under the applicable Asset Pool Supplement with
      respect to the relevant Asset Pool and to add to or change any of the provisions
      of such Asset Pool Supplement as will be necessary to provide for or facilitate
      the administration of the trusts under such Asset Pool Supplement by more than
      one Collateral Agent, to the extent provided for in such Asset Pool
      Supplement;

     

    (h)           to
      add any additional Early Amortization Events or Events of Default in respect
      of
      the Notes of any or all Series, Classes or Tranches (and if such additional
      Events of Default are to be in respect of less than all Series, Classes or
      Tranches of Notes, stating that such Events of Default are expressly being
      included solely for the benefit of one or more specified Series, Classes or
      Tranches of Notes);

     

    (i)           to
      provide for the consolidation of any Master Trust and the Issuing Entity into
      a
      single Entity or the transfer of assets in such Master Trust to the Issuing
      Entity after the termination of all Series of Investor Certificates (other
      than
      the related Collateral Certificate or Certificates);

     

    (j)           if
      one or more additional Transferors under the Transfer and Servicing Agreement
      or
      any Pooling and Servicing Agreement are added to, or replaced under, the
      Transfer and Servicing Agreement or any such Pooling and Servicing Agreement,
      or
      one or more additional Beneficiaries under the Trust Agreement are added to,
      or
      replaced under, the Trust Agreement, to make any necessary changes to the
      Indenture or any other related document;

     

    (k)           to
      establish an Asset Pool and to set forth the terms thereof, including the
      designation of Collateral thereto, and/or to add to the rights of the Holders
      of
      Notes of any Series, Class or Tranche secured by an Asset Pool;

     

    (l)           to
      provide for additional or alternative forms of credit enhancement for any
      Tranche of Notes;

     

    (m)           to
      comply with any regulatory, accounting or tax laws; or

     

    (n)           to
      qualify for sale treatment under generally accepted accounting
      principles.

     

    Additionally,
      notwithstanding any provision of this Article IX to the contrary and in addition
      to (a) through (n) above, this Indenture, including any Indenture Supplement
      or
      any Asset Pool Supplement, may also be amended without the consent of the
      Indenture Trustee, the Collateral Agent or any of the Noteholders, upon delivery
      of an Issuing Entity Tax Opinion for the purpose of adding any provisions to,
      or
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      any
        manner or eliminating any of the provisions of, this Indenture, any Indenture
        Supplement or any Asset Pool Supplement or of modifying in any manner the
        rights
        of the Holders of the Notes under this Indenture, any Indenture Supplement
        or
        any Asset Pool Supplement; provided, however, that (i) the Issuing
        Entity shall deliver to the Indenture Trustee, the Collateral Agent and the
        Owner Trustee an Officer’s Certificate to the effect that the Issuing Entity
        reasonably believes that such amendment will not have an Adverse Effect and
        is
        not reasonably expected to have an Adverse Effect at any time in the future
        and
        that such amendment does not adversely affect the rights, duties, benefits,
        protections, privileges or immunities of the Indenture Trustee or the applicable
        Collateral Agent and (ii) each Note Rating Agency confirms in writing that
        such
        amendment will not cause a Ratings Effect.

    

     

    Section
      9.02        Supplemental Indentures
      with Consent of Noteholders.  In addition to any amendment
      permitted pursuant to Section 9.01 hereof, with prior notice to each applicable
      Note Rating Agency and the consent of Holders of more than 662⁄3% in Outstanding
      Dollar Principal Amount of each Series, Class or Tranche of Notes affected
      by
      such amendment of this Indenture, including any Asset Pool Supplement and any
      Indenture Supplement, by Act of said Holders delivered to the Issuing Entity,
      the Collateral Agent and the Indenture Trustee, the Issuing Entity, the
      Collateral Agent and the Indenture Trustee, as applicable, upon delivery of
      an
      Issuing Entity Tax Opinion, may enter into an amendment of this Indenture 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 of each such Series, Class or
      Tranche under this Indenture or any Indenture Supplement; provided,
however, that no such amendment of an Indenture Supplement will, without
      the consent of the Holder of each Outstanding Note affected
      thereby:

     

    (a)           change
      the scheduled payment date of any payment of interest on any Note, or change
      a
      Scheduled Principal Payment Date or Legal Maturity Date of any
      Note;

     

    (b)           reduce
      the Stated Principal Amount of, or the interest rate on any Note, or change
      the
      method of computing the Outstanding Dollar Principal Amount, the Adjusted
      Outstanding Dollar Principal Amount or the Nominal Liquidation Amount in a
      manner that is adverse to the Holder of any Note;

     

    (c)           reduce
      the amount of a Discount Note payable upon the occurrence of an Early
      Amortization Event or other optional or mandatory redemption or upon the
      acceleration of its legal maturity date;

     

    (d)           impair
      the right to institute suit for the enforcement of any payment on any
      Note;

     

    (e)           reduce
      the percentage in Outstanding Dollar Principal Amount of the Outstanding Notes
      of any Series, Class or Tranche of Notes, the consent of whose Holders is
      required for any such Indenture Supplement, or the consent of whose


     

     

    
      
        
        

      

      
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Holders
        is required for any waiver of compliance with the provisions of this Indenture
        or of defaults hereunder and their consequences, provided for in this
        Indenture;

    

     

    (f)           modify
      any of the provisions of this Section or Section 6.18, except to increase any
      percentage of Holders required to consent to any such amendment or to provide
      that other provisions of this Indenture cannot be modified or waived without
      the
      consent of the Holder of each Outstanding Note affected thereby;

     

    (g)           permit
      the creation of any lien or other encumbrance on the Collateral of any Asset
      Pool that secures any Tranche of Notes that is prior to the lien in favor of
      the
      Holders of the Notes of such Tranche;

     

    (h)           change
      any Place of Payment where any principal of, or interest on, any Note is
      payable, unless otherwise provided in the applicable Indenture
      Supplement;

     

    (i)           change
      the method of computing the amount of principal of, or interest on, any Note
      on
      any date; or

     

    (j)           make
      any other amendment not permitted by Section 9.01.

     

    An
      amendment of this Indenture or an Indenture Supplement which changes or
      eliminates any covenant or other provision of this Indenture which has expressly
      been included solely for the benefit of one or more particular Series, Classes
      or Tranches of Notes, or which modifies the rights of the Holders of Notes
      of
      any such Series, Class or Tranche with respect to such covenant or other
      provision, will be deemed not to affect the rights under this Indenture of
      the
      Holders of Notes of any other Series, Class or Tranche.

     

    It
      will not be necessary for any Act of Noteholders under this Section to approve
      the particular form of any proposed amendment or Indenture Supplement, but
      it
      will be sufficient if such Act will approve the substance thereof.

     

    Section
      9.03        Execution of Amendments
      and Indenture Supplements.  In executing or accepting the
      additional trusts created by any amendment of this Indenture or Indenture
      Supplement permitted by this Article IX or the modifications thereby of the
      trusts created by this Indenture, the Indenture Trustee or the Collateral Agent,
      on behalf of the Indenture Trustee, will be entitled to receive, and (subject
      to
      Section 7.01 or the applicable provisions of the related Asset Pool Supplement)
      will be fully protected in relying upon, an Opinion of Counsel stating that
      the
      execution of such amendment or Indenture Supplement is authorized or permitted
      by this Indenture and that all conditions precedent thereto have been
      satisfied.  The Indenture Trustee or the Collateral Agent, on behalf
      of the Indenture Trustee, may, but will not (except to the extent required
      in
      the case of an amendment or Indenture Supplement entered into under subsection
      9.01(d), 9.01(f) or 9.01(g)) be obligated to, enter into any such amendment
      or
      Indenture Supplement which affects the Indenture Trustee’s or the Collateral
      Agent’s own rights, duties or immunities under this Indenture or
      otherwise.

     

     

    
      
        
        

      

      
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    Section
      9.04        Effect of Amendments and
      Indenture Supplements.  Upon the execution of any amendment of
      this Indenture or Indenture Supplement under this Article IX, this Indenture
      will be modified in accordance therewith with respect to each Series, Class
      or
      Tranche of Notes affected thereby, or all Notes, as the case may be, and such
      amendment or Indenture Supplement will form a part of this Indenture for all
      purposes; and every Holder of Notes theretofore or thereafter authenticated
      and
      delivered hereunder will be bound thereby to the extent provided
      therein.

     

    Section
      9.05        Conformity with Trust
      Indenture Act.  Every amendment of this Indenture or Indenture
      Supplement executed pursuant to this Article IX will conform to the requirements
      of the Trust Indenture Act as then in effect.

     

    Section
      9.06        Reference in Notes to
      Indenture Supplements.  Notes authenticated and delivered after
      the execution of any amendment of this Indenture or Indenture Supplement
      pursuant to this Article IX may, and will if required by the Indenture Trustee,
      bear a notation in form approved by the Indenture Trustee as to any matter
      provided for in such amendment or Indenture Supplement.  If the
      Issuing Entity will so determine, new Notes so modified as to conform, in the
      opinion of the Indenture Trustee and the Issuing Entity, to any such amendment
      or Indenture Supplement may be prepared and executed by the Issuing Entity
      and
      authenticated and delivered by the Indenture Trustee in exchange for Outstanding
      Notes.

     

    Section
      9.07        Amendments to the Pooling
      and Servicing Agreement.  By their acceptance of a Note, the
      Noteholders acknowledge that the Transferor and the Master Trust Trustee may
      amend the applicable Pooling and Servicing Agreement and any supplement thereto
      without the consent of the Holders of any Investor Certificates (including
      the
      Issuing Entity) or any Noteholder, so long as such amendment or supplement
      would
      not materially adversely affect the interest of the Holders of any Investor
      Certificates.

     

    For
      purposes of any vote or consent under a Pooling and Servicing Agreement or
      any
      supplement thereto, with respect to certain actions requiring the consent or
      direction of Investor Certificateholders holding a specified percentage of
      the
      aggregate unpaid amount outstanding of Investor Certificates (whether by number
      of Series or percentage of all outstanding Investor Certificates depending
      on
      the manner of voting or consenting on such matter), including consenting to
      certain amendments and terminating the related Master Trust, the Issuing Entity,
      as holder of the Collateral Certificate, shall be deemed to be an Investor
      Certificateholder under such Pooling and Servicing Agreement, and will be deemed
      to have voted in accordance with the Investor Certificateholders holding a
      majority of the aggregate Invested Amount outstanding of such Investor
      Certificates which are entitled to vote or consent on such matter;
provided, however, that in the event Investor Certificateholders
      holding equal portions of the Invested Amount outstanding of such Investor
      Certificates vote in the positive and in the negative, without taking into
      consideration the vote of the Issuing Entity, as holder of such Collateral
      Certificate, the Issuing Entity shall be deemed to vote in the negative;
providedfurther, that if the Collateral Certificate is the sole
      Investor Certificate outstanding entitled to vote or consent on such matter,
      the
      Issuing Entity, as holder thereof, will be deemed to have voted in the
      negative.

     

     

    
      
        
        

      

      
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    Section
      9.08        Amendments to the
      Trust Agreement.

     

    (a)           Subject
      to the provisions of the Trust Agreement, without the consent of the Holders
      of
      any Notes or the Indenture Trustee, the Owner Trustee (at the written direction
      of the Beneficiary) and the Beneficiary may amend the Trust Agreement so long
      as
      such amendment will not have an Adverse Effect and is not reasonably expected
      to
      have an Adverse Effect at any time in the future.

     

    (b)           Subject
      to the provisions of the Trust Agreement, (A) in the case of a significant
      change in the permitted activities of the Issuing Entity which is not materially
      adverse to the Holders of the Notes, with the consent of the Majority Holders
      of
      each Class or Tranche of Notes affected by such change, and (B) in all other
      cases, with the consent of the Holders of more than 662⁄3% in Outstanding
      Dollar Principal Amount of the Outstanding Notes affected by such amendment,
      by
      action of said Holders delivered to Chase USA and the Owner Trustee (at the
      written direction of the Beneficiary), the Beneficiary may amend the Trust
      Agreement for the purpose of adding, changing or eliminating any provisions
      of
      the Trust Agreement or of modifying the rights of those
      Noteholders.

     

    [END
      OF ARTICLE IX]

     

     

    
      
        
        

      

      
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    ARTICLE
      X

     

    REPRESENTATIONS,
      WARRANTIES AND COVENANTS OF ISSUING ENTITY

     

    Section
      10.01      Payment of Principal and
      Interest.  With respect to each Series, Class or Tranche of Notes,
      the Issuing Entity will duly and punctually pay the principal of and interest
      on
      such Notes in accordance with their terms and this Indenture, and will duly
      comply with all the other terms, agreements and conditions contained in, or
      made
      in this Indenture for the benefit of, the Notes of such Series, Class or
      Tranche.

     

    Section
      10.02      Maintenance of Office or
      Agency.  The Issuing Entity will maintain an office or agency in
      each Place of Payment where Notes may be presented or surrendered for payment,
      where Notes may be surrendered for transfer or exchange and where notices and
      demands to or upon the Issuing Entity in respect of the Notes and this Indenture
      may be served.  The Issuing Entity will give prompt written notice to
      the Indenture Trustee of the location, and of any change in the location, of
      such office or agency.  If at any time the Issuing Entity will fail to
      maintain such office or agency or will fail to furnish the Indenture Trustee
      with the address thereof, such presentations, surrenders, notices and demands
      may be made or served at the Corporate Trust Office of the Indenture Trustee,
      and the Issuing Entity hereby appoints the Indenture Trustee its agent to
      receive all such presentations, surrenders, notices and demands.

     

    The
      Issuing Entity may also from time to time designate one or more other offices
      or
      agencies where the Notes of one or more Series, Classes or Tranches may be
      presented or surrendered for any or all of such purposes specified above and
      may
      constitute and appoint one or more Paying Agents for the payments of such Notes,
      in one or more other cities, and may from time to time rescind such designations
      and appointments; provided, however, that no such designation,
      appointment or rescission shall in any matter relieve the Issuing Entity of
      its
      obligations to maintain an office or agency in each Place of Payment for Notes
      of any Series, Class or Tranche for such purposes.  The Issuing Entity
      will give prompt written notice to the Indenture Trustee of any such designation
      or rescission and of any change in the location of any such other office or
      agency.  Unless and until the Issuing Entity rescinds one or more of
      such appointments, the Issuing Entity hereby appoints the Indenture Trustee,
      at
      its principal office, as its Paying Agent in Minneapolis, Minnesota with respect
      to all Series, Classes and Tranches of Notes having a Place of Payment in the
      City of Minneapolis, Minnesota.

     

    Section
      10.03      Money for Note Payments to be
      Held in Trust.  The Paying Agent, on behalf of the Indenture
      Trustee, will make distributions to Noteholders from the Collection Account
      of
      the applicable Asset Pool or other applicable Bank Account pursuant to the
      provisions of any Asset Pool Supplement or any Indenture Supplement and will
      report the amounts of such distributions to the Indenture
      Trustee.  Any Paying Agent will have the revocable power to withdraw
      funds from the Collection Account of the applicable Asset Pool or other
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      making
        the distributions referred to above.  The Indenture Trustee may revoke
        such power and remove the Paying Agent if the Indenture Trustee determines
        in
        its sole discretion that the Paying Agent has failed to perform its obligations
        under this Indenture or any Indenture Supplement in any material
        respect.  The Paying Agent upon removal will return all funds in its
        possession to the Indenture Trustee.

    

     

    The
      Issuing Entity will cause each Paying Agent (other than the Indenture Trustee)
      for any Series, Class or Tranche of Notes to execute and deliver to the
      Indenture Trustee an instrument in which such Paying Agent will agree with
      the
      Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it so
      agrees), subject to the provisions of this Section, that such Paying Agent
      will:

     

    (a)           hold
      all sums held by it for the payment of principal of or interest on Notes of
      such
      Series, Class or Tranche in trust for the benefit of the Persons entitled
      thereto until such sums will be paid to such Persons or otherwise disposed
      of as
      herein provided;

     

    (b)           if
      such Paying Agent is not the Indenture Trustee, give the Indenture Trustee
      notice of any default by the Issuing Entity (or any other obligor upon the
      Notes
      of such Series, Class or Tranche) in the making of any such payment of principal
      or interest on the Notes of such Series, Class or Tranche;

     

    (c)           if
      such Paying Agent is not the Indenture Trustee, at any time during the
      continuance of any such default, upon the written request of the Indenture
      Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by
      such Paying Agent;

     

    (d)           immediately
      resign as a Paying Agent and, if such Paying Agent is not the Indenture Trustee,
      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 described in
      this Section required to be met by a Paying Agent at the time of its
      appointment; and

     

    (e)           comply
      with all requirements of the Internal Revenue Code or any other applicable
      tax
      law 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
      Issuing Entity may at any time, for the purpose of obtaining the satisfaction
      and discharge of this Indenture with respect to any Series, Class or Tranche
      of
      Notes or for any other purpose, pay, or by an Officer’s Certificate direct any
      Paying Agent to pay, to the Indenture Trustee all sums held in trust by the
      Issuing Entity or such Paying Agent in respect of each and every Series, Class
      or Tranche of Notes as to which it seeks to discharge this Indenture or, if
      for
      any other purpose, all sums so held in trust by the Issuing Entity in respect
      of
      all Notes, such sums to be held by the Indenture Trustee upon the same trusts
      as
      those upon which such sums were held by the Issuing Entity or such Paying Agent;
      and, upon such payment by any Paying Agent to the 

     

     

    
      
        
        

      

      
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      Indenture
        Trustee, such Paying Agent will be released from all further liability with
        respect to such money.

    

     

    Any
      money deposited with the Indenture Trustee or any Paying Agent, or then held
      by
      the Issuing Entity, in trust for the payment of the principal of or interest
      on
      any Note of any Series, Class or Tranche and remaining unclaimed for two years
      after such principal or interest has become due and payable will be paid to
      the
      Issuing Entity upon request in an Officer’s Certificate, or (if then held by the
      Issuing Entity) will be discharged from such trust; and the Holder of such
      Note
      will thereafter, as an unsecured general creditor, look only to the Issuing
      Entity for payment thereof, and all liability of the Indenture Trustee or such
      Paying Agent with respect to such trust money, and all liability of the Issuing
      Entity as trustee thereof, will thereupon cease.  The Indenture
      Trustee or such Paying Agent, before being required to make any such repayment,
      may at the expense of the Issuing Entity give to the Holders of the Notes as
      to
      which the money to be repaid was held in trust, as provided in Section 1.06,
      a
      notice that such funds remain unclaimed and that, after a date specified in
      the
      notice, which will not be less than 30 days from the date on which the notice
      was first mailed or published to the Holders of the Notes as to which the money
      to be repaid was held in trust, any unclaimed balance of such funds then
      remaining will be paid to the Issuing Entity free of the trust formerly
      impressed upon it.

     

    Each
      Paying Agent will at all times have a combined capital and surplus of at least
      $50,000,000 and be subject to supervision or examination by a United States
      federal or state authority or be regulated by or subject to the supervision
      or
      examination of a governmental authority of a nation that is member of the
      Organization for Economic Co-operation and Development.  If such
      Paying Agent publishes reports of condition at least annually, pursuant to
      law
      or to the requirements of the aforesaid supervising or examining authority,
      then
      for the purposes of this Section, the combined capital and surplus of such
      Paying Agent will be deemed to be its combined capital and surplus as set forth
      in its most recent report of condition as so published.

     

    Section
      10.04      Statement as to
      Compliance.  The Issuing Entity will deliver to the Indenture
      Trustee and the Note Rating Agencies, on or before April 30 of each year, a
      written statement signed by an Issuing Entity Authorized Officer stating
      that:

     

    (a)           a
      review of the activities of the Issuing Entity during the prior year and of
      the
      Issuing Entity’s performance under this Indenture and under the terms of the
      Notes has been made under such Issuing Entity Authorized Officer’s supervision;
      and

     

    (b)           to
      the best of such Issuing Entity Authorized Officer’s knowledge, based on such
      review, the Issuing Entity has complied in all material respects with all
      conditions and covenants under this Indenture throughout such year, or, if
      there
      has been a default in the fulfillment of any such condition or covenant (without
      regard to any grace period or requirement of notice), specifying each such
      default known to such Issuing Entity Authorized Officer and the nature and
      status thereof.

     

     

    
      
        
        

      

      
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    Section
      10.05      Legal Existence.  The
      Issuing Entity will do or cause to be done all things necessary to preserve
      and
      keep in full force and effect its legal existence.

     

    Section
      10.06      Further Instruments and
      Acts.  Upon request of the Indenture Trustee, the Issuing Entity
      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
      10.07      Compliance with
      Laws.  The Issuing Entity will comply with the requirements of all
      applicable laws, the noncompliance with which would, individually or in the
      aggregate, materially and adversely affect the ability of the Issuing Entity
      to
      perform its obligations under the Notes or this Indenture.

     

    Section
      10.08      Notice of Events of
      Default.  The Issuing Entity agrees to give the Indenture Trustee
      and the Note Rating Agencies prompt written notice of each Event of Default
      hereunder and each breach on the part of the Master Trust or the Transferor
      of
      its respective obligations under the Pooling and Servicing Agreement and any
      default of a Derivative Counterparty.

     

    Section
      10.09      Certain Negative
      Covenants.  The Issuing Entity will not:

     

    (a)           claim
      any credit on, or make any deduction from the principal or interest payable
      in
      respect of, the Notes (other than amounts withheld in good faith from such
      payments under the Internal Revenue Code or other applicable tax law including
      foreign withholding);

     

    (b)           permit
      the validity or effectiveness of this Indenture to be impaired, or permit the
      lien in favor of the Indenture Trustee, the Collateral Agent and the Noteholders
      created by this Indenture and the applicable Asset Pool Supplement to be
      amended, hypothecated, subordinated, terminated or discharged, or permit any
      Person to be released from any covenants or obligations with respect to the
      Notes under this Indenture except as may be expressly permitted
      hereby;

     

    (c)           permit
      any lien, charge, excise, claim, security interest, mortgage or other
      encumbrance (other than the lien in favor of the Indenture Trustee, the
      Collateral Agent and the Noteholders created by this Indenture) to be created
      on
      or extend to or otherwise arise upon or burden the Collateral designated for
      inclusion in an Asset Pool or any part thereof or any interest therein or the
      proceeds thereof;

     

    (d)           permit
      the lien in favor of the Indenture Trustee, the Collateral Agent and the
      Noteholders created by this Indenture and the applicable Asset Pool Supplement
      not to constitute a valid first priority security interest in the Collateral
      designated for inclusion in an Asset Pool; or

     

    (e)           voluntarily
      dissolve or liquidate.

     

    Section
      10.10      No Other
      Business.  The Issuing Entity will not engage in any business
      other than as permitted under the Trust Agreement.

     

     

    
      
        
        

      

      
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    Section
      10.11       Rule 144A
      Information.  For so long as any of the Notes of any Series, Class
      or Tranche are “restricted securities” within the meaning of Rule 144(a)(3)
      under the Securities Exchange Act, the Issuing Entity agrees to provide to
      any
      Noteholder of such Series, Class or Tranche and to any prospective purchaser
      of
      Notes designated by such Noteholder, upon the request of such Noteholder or
      prospective purchaser, any information required to be provided to such Holder
      or
      prospective purchaser to satisfy the conditions set forth in Rule 144A(d)(4)
      under the Securities Exchange Act.

     

    Section
      10.12      Performance of Obligations;
      Servicing of Receivables.

     

    (a)           The
      Issuing Entity 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 Collateral or that would result in the amendment,
      hypothecation, subordination, termination or discharge of, or impair the
      validity or effectiveness of, any such instrument or agreement, except as
      expressly provided in this Indenture, the Trust Agreement, the Transfer and
      Servicing Agreement, the applicable Pooling and Servicing Agreement or such
      other instrument or agreement.

     

    (b)           The
      Issuing Entity will punctually perform and observe all of its obligations and
      agreements contained in this Indenture, any Indenture Supplement, the Trust
      Agreement and in the instruments and agreements (including but not limited
      to,
      the applicable Pooling and Servicing Agreement) relating to the Collateral
      designated for inclusion in each Asset Pool, including but not limited to filing
      or causing to be filed all UCC financing statements and continuation statements
      required to be filed by the terms of this Indenture and the Trust Agreement
      in
      accordance with and within the time periods provided for herein and
      therein.  Except as otherwise expressly provided herein or therein,
      the Issuing Entity shall not waive, amend, modify, supplement or terminate
      this
      Indenture, any Indenture Supplement or the Trust Agreement or any provision
      thereof without the consent of the Majority Holders of the Notes of each
      adversely affected Series, Class or Tranche of Notes.

     

    Section
      10.13      Issuing Entity May Consolidate,
      Etc., Only on Certain Terms.

     

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

     

    (i)                 the
      Person (if other than the Issuing Entity) formed by or surviving such
      consolidation or merger (A) shall be a Person organized and existing under
      the
      laws of the United States of America or any state thereof or the District of
      Columbia, (B) shall not be subject to regulation as an “investment company”
under the Investment Company Act and (C) shall expressly assume, by an Indenture
      Supplement, executed and delivered to the Indenture Trustee, in a form
      satisfactory to the Indenture Trustee, the due and punctual payment of the
      

     

     

    
      
        
        

      

      
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      principal
        of and interest on all Notes and the performance of every covenant of this
        Indenture on the part of the Issuing Entity to be performed or
        observed;

    

     

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

     

    (iii)                 the
      Issuing Entity shall have delivered to the Indenture Trustee an Officer’s
      Certificate and an Opinion of Counsel each stating that (A) such consolidation
      or merger and such Indenture Supplement comply with this Section 10.13, (B)
      all
      conditions precedent in this Section 10.13 relating to such transaction have
      been complied with (including any filing required by the Securities Exchange
      Act), and (C) such Indenture Supplement is duly authorized, executed and
      delivered and is valid, binding and enforceable against such
      Person;

     

    (iv)                 the
      Issuing Entity shall have received written confirmation from each Note Rating
      Agency that there will be no Ratings Effect with respect to any Outstanding
      Notes as a result of such consolidation or merger;

     

    (v)                 the
      Issuing Entity shall have received (and shall have delivered copies thereof
      to
      the Indenture Trustee) an Issuing Entity Tax Opinion and a Master Trust Tax
      Opinion;

     

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

     

    (vii)                 such
      action shall not be contrary to the status of the Issuing Entity as a qualified
      special purpose entity under existing accounting literature.

     

    (b)           The
      Issuing Entity shall not convey or transfer any of its properties or assets,
      including those included in the Collateral, substantially as an entirety to
      any
      Person, unless:

     

    (i)                 the
      Person that acquires by conveyance or transfer the properties and assets of
      the
      Issuing Entity 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 thereof, or the District of
      Columbia, (B) expressly assume, by an Indenture Supplement, executed and
      delivered to the Indenture Trustee, in form satisfactory to the Indenture
      Trustee, the due and punctual payment of the principal of and interest on all
      Notes and the performance or observance of every agreement and covenant of
      this
      Indenture on the part of the Issuing Entity 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) expressly agree by means
      of such Indenture Supplement that such Person (or if a group of Persons, then
      one specified Person) shall make all filings with the Commission (and any other
      

     

     

    
      
        
        

      

      
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      appropriate
        Person) required by the Securities Exchange Act in connection with the Notes
        and
        (E) not be an “investment company” as defined in the Investment Company
        Act;

    

     

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

     

    (iii)                 the
      Issuing Entity shall have received written confirmation from each Note Rating
      Agency that there will be no Ratings Effect with respect to any Outstanding
      Notes as a result of such conveyance or transfer;

     

    (iv)                 the
      Issuing Entity shall have received (and shall have delivered copies thereof
      to
      the Indenture Trustee) an Issuing Entity Tax Opinion and a Master Trust Tax
      Opinion;

     

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

     

    (vi)                 the
      Issuing Entity shall have delivered to the Indenture Trustee an Officer’s
      Certificate and an Opinion of Counsel each stating that such conveyance or
      transfer and such Indenture Supplement comply with this Section 10.13 and that
      all conditions precedent herein provided for relating to such transaction have
      been complied with (including any filing required by the Securities Exchange
      Act).

     

    Section
      10.14      Successor
      Substituted.  Upon any consolidation or merger, or any conveyance
      or transfer of the properties and assets of the Issuing Entity substantially
      as
      an entirety in accordance with Section 10.13 hereof, the Person formed by or
      surviving such consolidation or merger (if other than the Issuing Entity) or
      the
      Person to which such conveyance or transfer is made shall succeed to, and be
      substituted for, and may exercise every right and power of, the Issuing Entity
      under this Indenture with the same effect as if such Person had been named
      as
      the Issuing Entity herein.  In the event of any such conveyance or
      transfer, the Person named as the Issuing Entity in the first paragraph of
      this
      Indenture or any successor which shall theretofore have become such in the
      manner prescribed in this Section 10.14 shall be released from its obligations
      under this Indenture as issued immediately upon the effectiveness of such
      conveyance or transfer, provided that the Issuing Entity shall not be
      released from any obligations or liabilities to the Indenture Trustee or the
      Noteholders arising prior to such effectiveness.

     

    Section
      10.15      Guarantees, Loans, Advances and
      Other Liabilities.  Except as contemplated by this Indenture or
      the Trust Agreement, the Issuing Entity 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


     

     

    
      
        
        

      

      
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      dividends
        of, or own, purchase, repurchase or acquire (or agree contingently to do
        so) any
        stock, obligations, assets or securities of, or any other interest in, or
        make
        any capital contribution to, any other Person.

    

     

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

     

    Section
      10.17      Restricted
      Payments.  The Issuing Entity 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 Issuing Entity
      or
      otherwise with respect to any ownership or equity interest or security in or
      of
      the Issuing Entity or to the Servicer, (ii) redeem, purchase, retire or
      otherwise acquire for value any such ownership or equity interest or security
      or
      (iii) set aside or otherwise segregate any amounts for any such purpose;
provided, however, that the Issuing Entity may make, or cause to
      be made, (x) distributions as contemplated by, and to the extent funds are
      available for such purpose under, the Trust Agreement and (y) payments to the
      Indenture Trustee pursuant to Section 7.07 hereof and payments to the Collateral
      Agent pursuant to the Asset Pool Supplement.  The Issuing Entity will
      not, directly or indirectly, make payments to or distributions from the
      Collection Account except in accordance with this Indenture or any Indenture
      Supplement.

     

    Section
      10.18      No Borrowing.  The
      Issuing Entity will not issue, incur, assume, guarantee or otherwise become
      liable, directly or indirectly, for any additional indebtedness, except pursuant
      to a subordinated note or as otherwise provided in the Issuing Entity’s charter
      documents.

     

    [END
      OF ARTICLE X]

     

     

    
      
        
        

      

      
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    ARTICLE
      XI

     

    EARLY
      AMORTIZATION OF NOTES

     

    Section
      11.01      Applicability of
      Article.  Unless otherwise specified in the applicable Indenture
      Supplement related to a Series, Class or Tranche of Notes, pursuant to the
      terms
      of this Article XI, the Issuing Entity will redeem and pay, provided that
      funds are available, each affected Series, Class or Tranche of Notes upon the
      occurrence of any Early Amortization Event.  Unless otherwise
      specified in the applicable Indenture Supplement relating to a Series, Class
      or
      Tranche of Notes, or in the form of Notes for such Series, Class or Tranche,
      the
      following are “Early Amortization Events”:

     

    (a)           the
      occurrence of an Event of Default and acceleration of the Notes of a Series,
      Class or Tranche pursuant to Article VI hereof;

     

    (b)           with
      respect to any Series, Class or Tranche of Notes, the occurrence of the
      Scheduled Principal Payment Date of such Series, Class or Tranche of
      Notes;

     

    (c)           the
      Issuing Entity becomes an investment company within the meaning of the
      Investment Company Act;

     

    (d)           any
      Transferor shall consent to the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshaling of assets and
      liabilities or similar proceedings of or relating to all or substantially all
      of
      its property, or a decree or order of a court or agency or supervisory authority
      having jurisdiction in the premises for the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshaling
      of
      assets and liabilities or similar proceedings, or for the winding-up or
      liquidation of its affairs, shall have been entered against such Transferor;
      or
      such Transferor shall admit in writing its inability to pay its debts generally
      as they become due, file a petition to take advantage of any applicable
      insolvency or reorganization statute, make an assignment for the benefit of
      its creditors or voluntarily suspend payment of its obligations; or

     

    (e)           with
      respect to any Series, Class or Tranche of Notes, any additional Early
      Amortization Event specified in the Indenture Supplement for such Series, Class
      or Tranche of Notes as applying to such Series, Class or Tranche of
      Notes.

     

    The
      repayment price of a Tranche of Notes so redeemed will equal the Outstanding
      Dollar Principal Amount of such Tranche, plus accrued but unpaid interest and
      any additional interest to but excluding the date of repayment, the payment
      of
      which will be subject to the allocations, deposits and payments sections of
      the
      related Asset Pool Supplement and Indenture Supplement.

     

    If
      the Issuing Entity is unable to pay the repayment price in full on the Principal
      Payment Date following the end of the Monthly Period in which the Early


     

     

    
      
        
        

      

      
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      Amortization
        Event occurs, monthly payments on such Tranche of Notes will thereafter be
        made
        on each following Principal Payment Date until the Outstanding Dollar Principal
        Amount of such Series, Class or Tranche, plus all accrued, past due and
        additional interest, is paid in full or the Legal Maturity Date occurs,
        whichever is earlier, subject to the allocations, deposits and payments sections
        of the related Asset Pool Supplement and Indenture Supplement.  Any
        funds in any Supplemental Bank Account for a repaid Tranche will be applied
        to
        make the principal and interest payments on that Tranche on the repayment
        date,
        subject to the allocations, deposits and payments sections of the related
        Asset
        Pool Supplement and Indenture Supplement.

    

     

    Section
      11.02      Optional
      Repurchase.  Unless otherwise provided in the applicable Indenture
      Supplement for a Series, Class or Tranche of Notes, the Servicer has the right,
      but not the obligation, to redeem a Series, Class or Tranche of Notes in whole
      but not in part on any Payment Date on or after the Payment Date on which the
      aggregate Outstanding Dollar Principal Amount (after giving effect to all
      payments on such Payment Date) of such Series, Class or Tranche of Notes is
      reduced to less than 10% of its highest Outstanding Dollar Principal Amount
      at
      any time (or such other percentage as shall be specified from time to time
      by
      the Servicer, consistent with sale treatment under GAAP and regulatory
      accounting principles); provided, however, that if such Class or
      Tranche of Notes redeemed is of a Subordinated Class or Tranche of Notes, the
      Servicer will not redeem such Notes if the provisions of the related Indenture
      Supplement would prevent the payment of such Subordinated Notes until a level
      of
      prefunding of the Principal Funding Accounts for the Senior Classes of Notes
      for
      that Series has been reached such that the amount of such deficiency in the
      required subordination of a Senior Class of Notes is no longer required to
      provide subordination protection for the Senior Classes of that
      Series.

     

    If
      the Servicer elects to redeem a Series, Class or Tranche of Notes, it will
      cause
      the Issuing Entity to notify the Holders of such redemption at least 30 days
      prior to the redemption date.  Unless otherwise specified in the
      Indenture Supplement or Terms Document applicable to the Notes to be so
      redeemed, the redemption price of a Series, Class or Tranche so redeemed will
      equal 100% of the Outstanding Dollar Principal Amount of such Tranche, plus
      accrued but unpaid interest and any additional interest or principal accreted
      and unpaid on such Tranche to but excluding the date of redemption, the payment
      of which will be subject to the allocations, deposits and payments sections
      of
      the related Asset Pool Supplement and Indenture Supplement.

     

    If
      the Issuing Entity is unable to pay the redemption price in full on the
      redemption date, monthly payments on such Series, Class or Tranche of Notes
      will
      thereafter be made until either the Outstanding Dollar Principal Amount of
      such
      Series, Class or Tranche, plus all accrued, unpaid and additional interest,
      is
      paid in full or the Legal Maturity Date occurs, whichever is earlier, subject
      to
      Article V, Article VI and the allocations, deposits and payments sections of
      the
      related Indenture Supplement.  Any funds in any Supplemental Bank
      Account for a redeemed Tranche will be applied to make the principal and
      interest payments on that Tranche on the redemption date in accordance with
      the
      related Indenture Supplement.  Principal payments on redeemed Tranches
      will be made in accordance with the related Indenture Supplement.

     

     

    
      
        
        

      

      
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    Section
      11.03      Notice.  Promptly
      after the occurrence of any Early Amortization Event or a redemption pursuant
      to
      Section 11.02, the Issuing Entity will notify the Indenture Trustee and the
      Note
      Rating Agencies in writing of the identity, Stated Principal Amount and
      Outstanding Dollar Principal Amount of the affected Series, Class or Tranche
      of
      Notes to be redeemed.  Notice of redemption will promptly be given as
      provided in Section 1.06.  All notices of redemption will state (a)
      the date on which the redemption of the applicable Series, Class or Tranche
      of
      Notes pursuant to this Article XI will begin, which will be the Principal
      Payment Date next following the end of the Monthly Period in which the
      applicable Early Amortization Event or redemption pursuant to Section 11.02
      occurs, (b) the repayment price for such Series, Class or Tranche of Notes
      and
      (c) the Series, Class or Tranche of Notes to be redeemed pursuant to this
      Article XI.

     

    [END
      OF ARTICLE XI]

     

     

    
      
        
        

      

      
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    ARTICLE
      XII

     

    MISCELLANEOUS

     

    Section
      12.01      No Petition.  The
      Indenture Trustee, by entering into this Indenture, each Derivative
      Counterparty, by accepting its rights as a third-party beneficiary hereunder,
      each Supplemental Credit Enhancement Provider or Supplemental Liquidity
      Provider, as applicable, by accepting its rights as a third-party beneficiary
      hereunder, and each Noteholder, by accepting a Note, agrees, to the fullest
      extent permitted by applicable law, that it will not at any time institute
      against any Master Trust or the Issuing Entity, or join in any institution
      against any Master Trust or the Issuing Entity 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, any
      Derivative Agreement, any Supplemental Credit Enhancement Agreement and any
      Supplemental Liquidity Agreement.

     

    Section
      12.02      Trust Obligations.  No
      recourse may be taken, directly or indirectly, with respect to the obligations
      of the Issuing Entity on the Notes or under this Indenture or any certificate
      or
      other writing delivered in connection herewith or therewith, against (i) the
      Owner Trustee in its individual capacity, (ii) any owner of a beneficial
      interest in the Issuing Entity or (iii) any partner, owner, beneficiary, agent,
      officer, director, employee or agent of the Owner Trustee in its individual
      capacity, any holder of a beneficial interest in the Issuing Entity or the
      Owner
      Trustee or of any successor or assign of the Owner Trustee in its individual
      capacity, except as any such Person may have expressly agreed (it being
      understood that the Owner Trustee has no such obligations in its individual
      capacity).

     

    Section
      12.03      Limitations on
      Liability.

     

    (a)           It
      is expressly understood and agreed by the parties hereto that (i) this Indenture
      is executed and delivered by Chase USA not individually or personally but solely
      as Beneficiary, in the exercise of the powers and authority conferred and vested
      in it, (ii) each of the representations, undertakings and agreements herein
      made
      on the part of the Issuing Entity is made and intended not as a personal
      representation, undertaking or agreement by Chase USA but is made and intended
      for the purpose of binding only the Issuing Entity, (iii) nothing herein
      contained will be construed as creating any liability on Chase USA individually
      or personally, to perform any covenant of the Issuing Entity 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 (iv) under no circumstances will Chase USA be personally liable for
      the
      payment of any indebtedness or expenses of the Issuing Entity or be liable
      for
      the breach or failure of any obligation, representation, warranty or covenant
      made or undertaken by the Issuing Entity under this Indenture or any related
      documents.

     

     

    
      
        
        

      

      
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    (b)           None
      of the Indenture Trustee, the Owner Trustee, Chase USA or any other beneficiary
      of the Issuing Entity or any of their respective officers, directors, employers
      or agents will have any liability with respect to this Indenture, and recourse
      of any Noteholder may be had solely to the Collateral designated for inclusion
      in the specific Asset Pool and pledged to secure the applicable
      Notes.

     

    Section
      12.04      Tax Treatment.  The
      Issuing Entity and the Noteholders agree that the Notes are intended to be
      debt
      for federal, state and local income and franchise tax purposes and agree to
      treat the Notes accordingly for all such purposes, unless otherwise required
      by
      a taxing authority.

     

    Section
      12.05      Actions Taken by the Issuing
      Entity.  Any and all actions that are to be taken by the Issuing
      Entity may be taken by either the Beneficiary or the Owner Trustee on behalf
      of
      the Issuing Entity.

     

    Section
      12.06      Alternate Payment
      Provisions.  Notwithstanding any provision of this Indenture or
      any of the Notes to the contrary, the Issuing Entity, with the written consent
      of the Indenture Trustee, may enter into any agreement with any Holder of a
      Note
      providing for a method of payment or notice that is different from the methods
      provided for in this Indenture for such payments or notices.  The
      Issuing Entity will furnish to the Indenture Trustee a copy of each such
      agreement and the Indenture Trustee will cause payments or notices, as
      applicable, to be made in accordance with such agreements.

     

    Section
      12.07      Termination of Issuing
      Entity.  The Issuing Entity and the respective obligations and
      responsibilities of the Indenture Trustee created hereby (other than the
      obligation of the Indenture Trustee to make payments to Noteholders as
      hereinafter set forth) shall terminate, except with respect to the duties
      described in subsection 12.08(b), as provided in the Trust
      Agreement.

     

    Section
      12.08      Final Distribution.

     

    (a)           The
      Servicer shall give the Indenture Trustee written notice of the Payment Date
      on
      which the Noteholders of any Series, Class or Tranche may surrender their Notes
      for payment of the final distribution on and cancellation of such Notes at
      least
      2 Business Days prior to the fifth day of the month in which the final
      distribution is to occur with respect to such Notes.  Not later than
      the fifth day of the month in which the final distribution in respect of such
      Series, Class or Tranche of Notes is payable to Noteholders, the Indenture
      Trustee shall provide notice to Noteholders of such Series, Class or
      Tranche specifying (i) the date upon which final payment of such Series, Class
      or Tranche of Notes will be made upon presentation and surrender of Notes of
      such Series, Class or Tranche 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 (which, in the case of Bearer Notes, shall be outside the United
      States).  The Indenture Trustee shall give such 

     

     

    
      
        
        

      

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

    

     

    (b)           Notwithstanding
      a final distribution to the Holders of any Series, Class or Tranche of Notes
      (or
      the termination of the Issuing Entity), except as otherwise provided in this
      clause, all funds then on deposit in any Bank Account allocated to such
      Noteholders shall continue to be held in trust for the benefit of such
      Noteholders, and the Paying Agent or the Indenture Trustee shall pay such funds
      to such Noteholders upon surrender of their Notes, if
      certificated.  In the event that all such Noteholders shall not
      surrender their Notes for cancellation within 6 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 (which surrender and payment, in the case
      of
      Bearer Notes, shall be outside the United States).  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 Collection Account or any Supplemental Bank Account held for
      the benefit of such Noteholders.  The Indenture Trustee and the Paying
      Agent shall pay to the Issuing Entity any monies held by them for the payment
      of
      principal or interest that remains unclaimed for 2 years.  After
      payment to the Issuing Entity, Noteholders entitled to the money must look
      to
      the Issuing Entity for payment as unsecured general creditors unless an
      applicable abandoned property law designates another Person.

     

    Section
      12.09      Termination
      Distributions.  Upon the termination of the Issuing Entity
      pursuant to the terms of the Trust Agreement, the Indenture Trustee shall
      release, assign and convey to the Beneficiary or any of its designees, without
      recourse, representation or warranty, all of its right, title and interest
      in
      the Collateral designated for inclusion in an Asset Pool, whether then existing
      or thereafter created, all monies due or to become due and all amounts received
      or receivable with respect thereto (including all moneys then held in any Bank
      Account) and all proceeds thereof, except for amounts held by the Indenture
      Trustee pursuant to subsection 12.08(b).  The Indenture Trustee shall
      execute and deliver such instruments of transfer and assignment as shall be
      provided to it, in each case without recourse, as shall be reasonably requested
      by the Beneficiary to vest in the Beneficiary or any of its designees all right,
      title and interest which the Indenture Trustee had in the Collateral and such
      other property designated for inclusion in an Asset Pool.

     

    Section
      12.10      Derivative Counterparty,
      Supplemental Credit Enhancement Provider and Supplemental Liquidity Provider
      as
      Third-Party Beneficiary.  Each Derivative Counterparty,
      Supplemental Credit Enhancement Provider and Supplemental Liquidity Provider
      is
      a third-party beneficiary of this Indenture to the extent specified in the
      applicable Derivative Agreement, Supplemental Credit Enhancement Agreement,
      Supplemental Liquidity Agreement or Indenture Supplement.

     

     

    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    

     

    Section
      12.11      Notices.

     

    (a)           in
      the case of the Issuing Entity, to:

     

    Chase
      Issuance Trust

    c/o
      Wilmington Trust Company

    1100
      North Market Street

    Wilmington,
      Delaware 19890-1600

    Attention:
      Corporate Trust Administration

    Fax:
      (302) 636-6119

     

    with
      a copy to:

     

    Chase
      Bank USA, National Association

    201
      North Walnut Street

    Wilmington,
      Delaware 19801

    Attention:  Keith
      W. Schuck

    Fax:
      (302) 552-6310

     

    with
      a copy to:

     

    JPMorgan
      Chase & Co.

    270
      Park Avenue, 28th Floor

    Mail
      Suite NY1-K570

    New
      York, New York 10017

    Attention:  Brent
      Barton

    Fax:
      (212) 270-1850

     

    (b)           in
      the case of the Indenture Trustee, to:

     

     

    Wells
      Fargo Bank, National Association

    Sixth
      Street and Marquette Avenue

    MAC:
      N9311-161

    Minneapolis,
      Minnesota 55479

    Attention:  Corporate
      Trust Services - Asset Backed Administration

    Fax:
      (612) 667-3464

     

    Section
      12.12      No Asset Pool Other Than
      Asset Pool One.  Notwithstanding anything to the contrary herein
      or in any other Transaction Document (as such term is defined in the Transfer
      and Servicing Agreement), there shall be no Asset Pool other than Asset Pool
      One
      designated or established pursuant to any of the Transaction
      Documents.

     

    [END
      OF ARTICLE XII]


    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    


    


     

    ARTICLE
      XIII

     

    COMPLIANCE
      WITH REGULATION AB

     

    Section
      13.01      Intent of Parties;
      Reasonableness.  The Issuing Entity and the Indenture Trustee
      acknowledge and agree that the purpose of this Article XIII is to facilitate
      compliance by the Transferor with the provisions of Regulation AB and related
      rules and regulations of the Commission.  The Transferor shall not
      exercise its right to request delivery of information or other performance
      under
      these provisions other than in good faith, or for purposes other than the
      Transferor’s compliance with the Securities Act, the Securities Exchange Act and
      the rules and regulations of the Commission thereunder (or the provision in
      a
      private offering of disclosure comparable to that required under the Securities
      Act).  The Indenture Trustee agrees to cooperate in good faith with
      any reasonable request by the Transferor for information regarding the Indenture
      Trustee which is required in order to enable the Transferor to comply with
      the
      provisions of Regulation AB, including, without limitation, Items 1103(a)(1),
      1109(a), 1109(b), 1117, 1118, 1119 and 1122 of Regulation AB as it relates
      to
      the Indenture Trustee or to the Indenture Trustee’s obligations under this
      Indenture or any other Transaction Document.

     

    Section
      13.02      Additional Representations and
      Warranties of the Indenture Trustee.  The Indenture Trustee shall
      be deemed to represent to the Transferor, as of the date on which information
      is
      provided to the Transferor under Section 13.03 that, except as disclosed in
      writing to the Transferor prior to such date to the best of its
      knowledge:  (i) neither the execution, delivery and performance by the
      Indenture Trustee of this Indenture or any other Transaction Document, the
      performance by the Indenture Trustee of its obligations under this Indenture
      or
      any other Transaction Document nor the consummation of any of the transactions
      by the Indenture Trustee contemplated thereby, is in violation of any indenture,
      mortgage, bank credit agreement, note or bond purchase agreement, long-term
      lease, license or other agreement or instrument to which the Indenture Trustee
      is a party or by which it is bound, which violation would have a material
      adverse effect on the Indenture Trustee’s ability to perform its obligations
      under this Indenture or any other Transaction Document, or of any judgment
      or
      order applicable to the Indenture Trustee; and (ii) there are no proceedings
      pending or threatened against the Indenture Trustee in any court or before
      any
      governmental authority, agency or arbitration board or tribunal which,
      individually or in the aggregate, would have a material adverse effect on the
      right, power and authority of the Indenture Trustee to enter into this Indenture
      or any other Transaction Document or to perform its obligations under this
      Indenture or any other Transaction Document.

     

    Section
      13.03      Information to be Provided by the
      Indenture Trustee.  The Indenture Trustee shall provide such
      information regarding the Indenture Trustee as is required for the purpose
      of
      compliance with Items 1103(a)(1), 1109(a), 1109(b), 1117, 1118 and 1119 of
      Regulation AB (or for any private offering utilizing an offering document
      disclosure comparable to that required under the Securities Act) no later than
      three Business Days before each Most Recent Quarterly Filing Date in the form
      attached 

     

     

    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

       

      hereto
        as Exhibit E, or such other form as may mutually be agreed upon, and as
        promptly as practicable following notice to or discovery by the Indenture
        Trustee of any changes to such information.

    

     

    The
      Indenture Trustee shall provide to the Transferor, in writing, any updates
      to
      the information regarding the Indenture Trustee as is required for the purpose
      of compliance with Items 1109(a), 1109(b), 1117, 1118 and 1119 of Regulation
      AB,
      no later than three Business Days before each Most Recent Quarterly Filing
      Date
      and as promptly as practicable following notice to or discovery by the Indenture
      Trustee of any changes to such information.

     

    The
      Indenture Trustee’s obligations to provide disclosure required by Item 1119 of
      Regulation AB pursuant to this Section 13.03 shall be deemed satisfied if the
      Indenture Trustee provides a description of any affiliation or material
      relationship between (a) the Indenture Trustee, on the one hand, and (b) those
      parties to the Securitization Transaction as are identified by the Transferor
      in
      writing, on the other.

     

    Section
      13.04      Report on Assessment of Compliance
      and Attestation; Annual Certification.

     

    (a)           On
      or before March 1 of each calendar year, commencing in 2007, the Indenture
      Trustee shall:

     

    (i)                 deliver
      to the Transferor a report regarding the Indenture Trustee’s assessment of
      compliance with the Servicing Criteria during the immediately preceding calendar
      year, as required under Rules 13a-18 and 15d-18 of the Securities Exchange
      Act
      and Item 1122 of Regulation AB.  Such report shall be addressed to the
      Transferor and signed by an authorized officer of the Indenture Trustee, and
      shall address each of the Servicing Criteria specified in Exhibit D, as may
      be
      amended from time to time by the parties hereto;

     

    (ii)                 deliver
      to the Transferor a report of a registered public accounting firm reasonably
      acceptable to the Transferor that attests to, and reports on, the assessment
      of
      compliance made by the Indenture Trustee and delivered pursuant to the preceding
      paragraph.  Such attestation shall be in accordance with Rules
      1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
      Securities Exchange Act; and

     

    (iii)                 deliver
      to the Transferor and any other Person that will be responsible for signing
      the
      Sarbanes Certification on behalf of the Issuing Entity or the Transferor with
      respect to a Securitization Transaction a certification in the form attached
      hereto as Exhibit C, or such other form as may mutually be agreed
      upon.

     

    (b)           The
      Indenture Trustee acknowledges that the parties identified in clause (iii)
      above
      may rely on the certification provided by the Indenture Trustee pursuant to
      such
      clause in signing a Sarbanes Certification and filing such with the
      Commission.

     

     

    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    

     

    (c)           Within
      thirty (30) days of receipt, the Transferor shall provide a copy of all reports
      prepared and delivered pursuant to this Section 13.04 to each Note Rating
      Agency.

     

    [END
      OF ARTICLE XIII]

    



    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
      executed as of the day and year first above written.

     

    


    
      	 	 CHASE
              ISSUANCE TRUST	 
	 	 	 	 	 
	 	 By:	CHASE
              BANK USA, NATIONAL 	 	 
	 	 	ASSOCIATION,
              as Beneficiary and 	 	 
	 	 	 not
              in its individual capacity	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:  	/s/
              Keith W. Schuck	 	 
	 	 	Name: 
Keith
              W. Schuck	 	 
	 	 	Title:  
 
President	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	WELLS
              FARGO BANK,	 	 
	 	NATIONAL
              ASSOCIATION, as Indenture	 	 
	 	Trustee
              and not in its individual capacity	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:    	/s/
              Cheryl Zimmerman	 	 
	 	 	Name:
              Cheryl Zimmerman	 	 
	 	 	Title:   Assistant
              Vice President	 	 
	 	 	 	 	 


    

     

     

    Acknowledged
      and Accepted:

    


    CHASE
      BANK USA,

    NATIONAL
      ASSOCIATION,

    as
      Servicer

    


    


    By:       /s/
      Keith W. Schuck____________

    Name:
      Keith W. Schuck

    Title:   President

    



    
      
        
        

      

      
        CHAIT
          Third A&R Indenture Signature Page

        
          

        

      

      
        
        

      

    


    


     

    Exhibit
      A

     

    FORM
      OF INVESTMENT LETTER

     

    [Date]

     

    Wells
      Fargo Bank, National Association,

    as
      Indenture Trustee,

    Sixth
      Street and Marquette Avenue

    MAC:
      N9311-161

    Minneapolis,
      Minnesota 55479

    Attention:  Corporate
      Trust Services - Asset Backed Administration

    Fax:
      (612) 667-3464

    


    Chase
      Issuance Trust

    c/o
      Chase Bank USA, National Association, as Beneficiary

    201
      North Walnut Street

    Wilmington,
      Delaware 19801

    Attention:  Keith
      W. Schuck

    Fax:
      (302) 552-6310

    


    Re:       Purchase
      of $___________ principal amount of Chase Issuance Trust,

    Series
      [•], Class [•]
      Notes

     

    Ladies
      and Gentlemen:

     

    In
      connection with our purchase of the above Notes (the “Notes”) we confirm
      that:

     

     

    (1)  We
      understand that the Notes are not being registered under the Securities Act
      of
      1933, as amended (the “Securities Act”), and are being sold to us in a
      transaction that is exempt from the registration requirements of the Securities
      Act.

     

    (2)  Any
      information we desire concerning the Notes or any other matter relevant to
      our
      decision to purchase the Notes is or has been made available to us.

     

    (3)  We
      have such knowledge and experience in financial and business matters as to
      be
      capable of evaluating the merits and risks of an investment in the Notes, and
      we
      (and any account for which we are purchasing under paragraph (4) below) are
      able
      to bear the economic risk of an investment in the Notes. We (and any account
      for
      which we are purchasing under paragraph (4) below) are an “accredited investor”
(as such term is defined in Rule 501(a)(1), (2) or (3) of Regulation D under
      the
      Securities Act).

     

    (4)  We
      are acquiring the Notes for our own account or for accounts as to which we
      exercise sole investment discretion and not with a view to any distribution
      of
      the Notes, subject, nevertheless, to the understanding that the disposition
      of
      our property shall at all times be and remain within our control.

     

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

     

    (5)  We
      agree that the Notes must be held indefinitely by us unless subsequently
      registered under the Securities Act or an exemption from any registration
      requirements of the Securities Act and any applicable state securities law
      is
      available.

     

    (6)  We
      agree that in the event that at some future time we wish to dispose of or
      exchange any of the Notes (such disposition or exchange not being currently
      foreseen or contemplated), we will not transfer or exchange any of the Notes
      unless:

     

    (a)  (i)
      the sale is of at least U.S. $250,000 principal amount of Notes to an Eligible
      Purchaser (as defined below), (ii) a letter to substantially the same effect
      as
      paragraphs (1), (2), (3), (4), (5) and (6) of this letter is executed promptly
      by the purchaser and (3) all offers or solicitations in connection with the
      sale, whether directly or through any agent acting on our behalf, are limited
      only to Eligible Purchasers and are not made by means of any form of general
      solicitation or general advertising whatsoever; or

     

    (b)  the
      Notes are transferred pursuant to Rule 144 under the Securities Act by us after
      we have held them for more than two years; or

     

    (c)  the
      Notes are sold in any other transaction that does not require registration
      under
      the Securities Act and, if the Issuing Entity, the Servicer, the Indenture
      Trustee or the Note Registrar so requests, we theretofore have furnished to
      such
      party an opinion of counsel satisfactory to such party, in form and substance
      satisfactory to such party, to such effect; or

     

    (d)  the
      Notes are transferred pursuant to an exception from the registration
      requirements of the Securities Act under Rule 144A under the Securities Act;
      and

     

    (7)
      We understand that the Notes will bear a legend to substantially the following
      effect:

     

    THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “SECURITIES ACT”).  NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE
      OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE
      REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS
      OF
      ANY STATE BLUE SKY OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION
      FROM
      SUCH REGISTRATION PROVISIONS.  THE TRANSFER OF THIS NOTE IS SUBJECT TO
      CERTAIN CONDITIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.

     

    This
      legend may be removed if the Issuing Entity, the Indenture Trustee and the
      Note
      Registrar have received an opinion of counsel, in form and substance
      satisfactory to each of them, to the effect that the legend may be
      removed.

     

    “Eligible
      Purchaser” means either an Eligible Dealer or a corporation, partnership or
      other entity which we have reasonable grounds to believe and do believe can
      make


     

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

       

      representations
        with respect to itself to substantially the same effect as the representations
        set forth herein. “Eligible Dealer” means any corporation or other entity the
        principal business of which is acting as a broker and/or dealer in securities.
        Capitalized terms used but not defined herein shall have the meanings given
        to
        such terms in the Third Amended and Restated Indenture, dated as of December
        19,
        2007, between the Chase Issuance Trust and Wells Fargo Bank, National
        Association, as indenture trustee.

    

     

     

    Very
      truly yours,

     

    __________________________       
      

    (Name
      of Purchaser)

     

    By:________________________       
      

    (Authorized
      officer)

    



    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    


    


     

    Exhibit
      B-1

     

    FORM
      OF CLEARANCE SYSTEM CERTIFICATE

    TO
      BE GIVEN TO THE INDENTURE TRUSTEE BY

    EUROCLEAR
      OR CLEARSTREAM, LUXEMBOURG FOR

    DELIVERY
      OF DEFINITIVE NOTES IN EXCHANGE FOR A PORTION OF A

    TEMPORARY
      GLOBAL NOTE

     

    CHASE
      ISSUANCE TRUST,

    Series
      [•], Class [•] Notes

    [Insert
      title or sufficient description of Notes to be delivered]

     

    We
      refer to that portion of the Temporary Global Note in respect of the Series
      [•],
      Class [•] Notes to be exchanged for definitive Notes (the “Submitted Portion”)
      pursuant to this certificate (the “Notes”) as provided in the Third Amended and
      Restated Indenture, dated as of December 19, 2007 (as amended and supplemented,
      the “Indenture”), in respect of such issue.  This is to certify that
      (i) we have received a certificate or certificates, in writing or by tested
      telex, with respect to each of the persons appearing in our records as being
      entitled to a beneficial interest in the Submitted Portion and with respect
      to
      such person’s beneficial interest either (a) from such person, substantially in
      the form of Exhibit [•]-[•] to the Indenture Supplement, or (b) from __________,
      _____, substantially in the form of Exhibit [•]-[•] to the Indenture Supplement,
      and (ii) the Submitted Portion includes no part of the Temporary Global Note
      excepted in such certificates.

     

    We
      further certify that as of the date hereof we have not received any notification
      from any of the persons giving such certificates to the effect that the
      statements made by them with respect to any part of the Submitted Portion are
      no
      longer true and cannot be relied on as of the date hereof.

     

    We
      understand that this certificate is required in connection with certain
      securities and tax laws in the United States of America.  If
      administrative or legal proceedings are commenced or threatened in connection
      with which this certificate is or would be relevant, we irrevocably authorize
      you to produce this certificate or a copy hereof to any interested party in
      such
      proceedings.

     

    


    Dated:
      __________, _____,

    [as
      operator of the Euroclear
      System]

    [Clearstream,
      Luxembourg]

    


    


    By__________________________________


    
      
        
        

      

      
        B-1-1

        
          

        

      

      
        
        

      

    


    


     

    Exhibit
      B-2

     

    FORM
      OF CERTIFICATE TO BE DELIVERED TO

    EUROCLEAR
      OR CLEARSTREAM, LUXEMBOURG

    BY
      [•] WITH RESPECT TO REGISTERED NOTES SOLD TO QUALIFIED

    INSTITUTIONAL
      BUYERS

     

    CHASE
      ISSUANCE TRUST,

    Series
      [•], Class [•] Notes

     

    In
      connection with the initial issuance and placement of the Series [•], Class [•]
      Notes (the “Notes”), an institutional investor in the United States (an
“institutional investor”) is purchasing [U.S.$/(pound)/(U)/SF] aggregate
      principal amount of the Notes hold in our account at [], as operator of the
      Euroclear System] [Clearstream, Luxembourg] on behalf of such
      investor.

     

    We
      reasonably believe that such institutional investor is a qualified institutional
      buyer as such term is defined under Rule 144A under the Securities Act of 1933,
      as amended.

     

    [We
      understand that this certificate is required in connection with United States
      laws.  We irrevocably authorize you to produce this certificate or a
      copy hereof to any interested party in any administrative or legal proceedings
      or official inquiry with respect to the matters covered by this
      certificate.]

     

    The
      definitive Notes in respect of this certificate are to be issued in registered
      form in the minimum denomination of [U.S.$/(pound)/(U)/SF] and such definitive
      Notes (and, unless the Indenture or Terms Document relating to the Notes
      otherwise provides, any Notes issued in exchange or substitution for or on
      registration of transfer of Notes) shall bear the following legend:

     

    “THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933.
      NEITHER THIS NOTE NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR
      INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (EACH AS DEFINED HEREIN),
      EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT
      TO
      AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.  THE
      TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS SET FORTH IN THE
      INDENTURE REFERRED TO HEREIN.  THIS NOTE CANNOT BE EXCHANGED FOR A
      BEARER NOTE.”

     

    Dated:
      __________, _____,

    


    [                                                            
           ]

    By:_____________________                   
      

          Authorized
      Officer


    
      
        
        

      

      
        B-2-1

        
          

        

      

      
        
        

      

    


    


     

    Exhibit
      B-3

     

    FORM
      OF CERTIFICATE TO BE DELIVERED

    TO
      EUROCLEAR OR CLEARSTREAM, LUXEMBOURG

    BY
      A BENEFICIAL OWNER OF NOTES,

    OTHER
      THAN A QUALIFIED INSTITUTIONAL BUYER

     

    CHASE
      ISSUANCE TRUST,

    Series
      [•], Class [•] Notes

     

    This
      is to certify that as of the date hereof and except as provided in the third
      paragraph hereof, the Series [•], Class [•] Notes held by you for our account
      (the “Notes”) (i) are owned by a person that is a United States person, or (ii)
      are owned by a United States person that is (A) the foreign branch of a United
      States financial institution (as defined in U.S. Treasury Regulations Section
      1.165-12(c)(1)(v)) (a “financial institution”) purchasing for its own account or
      for resale, or (B) a United States person who acquired the Notes through the
      foreign branch of a financial institution and who holds the Notes through the
      financial institution on the date hereof (and in either case (A) or (B), the
      financial institution hereby agrees to comply with the requirements of Section
      165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended,
      and
      the regulations thereunder), or (iii) are owned by a financial institution
      for
      purposes of resale during the Restricted Period (as defined in U.S. Treasury
      Regulations Section 1.163-5(c)(2)(i)(D)(7)).  In addition, financial
      institutions described in clause (iii) of the preceding sentence (whether or
      not
      also described in clause (i) or (ii)) certify that they have not acquired the
      Notes for purposes of resale directly or indirectly to a United States person
      or
      to a person within the United States or its possessions.

     

    We
      undertake to advise you by tested telex if the above statement as to beneficial
      ownership is not correct on the date of delivery of the Notes in bearer form
      with respect to such of the Notes as then appear in your books as being held
      for
      our account.

     

    This
      certificate excepts and does not relate to [U.S.$/(pound)/(U)/SF] principal
      amount of Notes held by you for our account, as to which we are not yet able
      to
      certify beneficial ownership.  We understand that delivery of
      definitive Notes in such principal amount cannot be made until we are able
      to so
      certify.

     

    We
      understand that this certificate is required in connection with certain
      securities and tax laws in the United States of America. If administrative
      or
      legal proceedings are commenced or threatened in connection with which this
      certificate is or would be relevant, we irrevocably authorize you to produce
      this certificate or a copy hereof to any interested party in such proceedings.
      As used herein, “United States” means the United States of America, including
      the states thereof and the District of Columbia, its territories, its
      possessions and other areas subject to its jurisdiction; and “United States
      person” means a citizen or resident of the United States, a corporation,
      partnership or other entity created or organized in or under the laws of the
      United States, or any political subdivision 

     

     

    
      
        
        

      

      
        B-3-1

        
          

        

      

      
        
        

      

       

      thereof,
        or an estate or trust the income of which is subject to United States federal
        income taxation regardless of its source.

    

    
 

    Dated:
      __________, _____

    


     

    By:_______________________

     

    Name:

     

    Title:

     

    As,
      or as agent for, the beneficial owner(s) of the interest in the Notes to which
      this certificate relates.

     


    
      
        
        

      

      
        B-3-2

        
          

        

      

      
        
        

      

    


    


     

    Exhibit
      C

     

    FORM
      OF ANNUAL CERTIFICATION

     

    
      	
               

            	
              Re:

            	
              THIRD
                AMENDED AND RESTATED INDENTURE, dated as of December 19, 2007 (the
                “Agreement”), by and between Chase Issuance Trust, a Delaware
                statutory trust, as issuing entity (the “Issuing Entity”) and Wells
                Fargo Bank, National Association, a national banking association,
                as
                indenture trustee (the “Indenture
                Trustee”)

            


    

     

    I,
      ________________________________, the _______________________ of the Indenture
      Trustee, certify to the Transferor, and its officers, with the knowledge and
      intent that they will rely upon this certification, that:

     

    (1)           I
      have reviewed the report on assessment of the Indenture Trustee’s compliance
      provided in accordance with Rules 13a-18 and 15d-18 under the Securities
      Exchange Act of 1934, as amended (the “Securities Exchange Act”) and Item
      1122 of Regulation AB (17 C.F.R. §229.1100, et seq.) (the “Servicing
      Assessment”), and the registered public accounting firm’s attestation report
      provided in accordance with Rules 13a-18 and 15d-18 under the Securities
      Exchange Act and Section 1122(b) of Regulation AB (the “Attestation
      Report”) that were delivered by the Indenture Trustee to the Transferor
      pursuant to the Agreement (collectively, the “Indenture Trustee
      Information”);

     

    (2)           To
      the best of my knowledge, the Indenture Trustee Information, taken as a whole,
      does not contain any untrue statement of a material fact or omit to state a
      material fact necessary to make the statements made, in the light of the
      circumstances under which such statements were made, not misleading with respect
      to the period of time covered by the Indenture Trustee Information;

     

    (3)           To
      the best of my knowledge, all of the Indenture Trustee Information required
      to
      be provided by the Indenture Trustee under the Agreement has been provided
      to
      the Transferor; and

     

    (4)           To
      the best of my knowledge, except as disclosed in the Servicing Assessment or
      the
      Attestation Report, the Indenture Trustee has fulfilled its obligations under
      the Agreement.

     

     

    Date:    ____________________________

     

    By:        ____________________________

       
Name:

       
      Title:


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    


     

    Exhibit
      D

     

    SERVICING
      CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

     

     

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

     

    
      	
              Servicing
                Criteria

            	
              Applicable
                Servicing Criteria

               

            
	
              Reference

            	
              Criteria

            
	
               

              General
                Servicing Considerations

               

            
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	 
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

            	
              ü

            
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the credit card accounts or accounts are maintained.

            	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	 
	
               

              Cash
                Collection and Administration

            
	
              1122(d)(2)(i)

            	
              Payments
                on credit card accounts are deposited into the appropriate custodial
                bank
                accounts and related bank clearing accounts no more than two business
                days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	
              ü

            
	
              1122(d)(2)(ii)

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

            	
              ü

            
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	 
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of overcollateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	 
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	 
	
              1122(d)(2)(vii)

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations (A) are mathematically accurate;
                (B) are
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C) are
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	 


    

     

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Servicing
                Criteria

            	
              Applicable
                Servicing Criteria

               

            
	
              Reference

            	
              Criteria

            


    

    
      	
              Investor
                Remittances and Reporting

            
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of credit card accounts serviced by the
                Servicer.

            	 
	
              1122(d)(3)(ii)

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

            	
              ü

            
	
              1122(d)(3)(iii)

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

            	
              ü

            
	
              1122(d)(3)(iv)

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

            	
              ü

            
	
               

              Pool
                Asset Administration

            
	
              1122(d)(4)(i)

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related asset pool documents.

            	
              ü

            
	
              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements.

            	
              ü

            
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	 
	
              1122(d)(4)(iv)

            	
              Payments
                on credit card accounts, including any payoffs, made in accordance
                with
                the related credit card accounts documents are posted to the Servicer’s
                obligor records maintained no more than two business days after receipt,
                or such other number of days specified in the transaction agreements,
                and
                allocated to principal, interest or other items (e.g., escrow) in
                accordance with the related asset pool documents.

            	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the accounts and the accounts agree with the
                Servicer’s records with respect to an obligor’s unpaid principal
                balance.

            	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor’s account (e.g., loan
                modifications or re-agings) are made, reviewed and approved by authorized
                personnel in accordance with the transaction agreements and related
                pool
                asset documents.

            	 
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.

            	 


    

     

     
      
        

      

    

     

    
      1 
With
        regard to the First USA Credit
        Card Master Trust and Chase Credit Card Master Trust collateral
        certificates.

        
        2 
With
          regard to the First USA Credit
          Card Master Trust and Chase Credit Card Master Trust collateral
          certificates.

      

    

     

     

    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

     

    
      	
              Servicing
                Criteria

            	
              Applicable
                Servicing Criteria

               

            
	
              Reference

            	
              Criteria

            


    

    
      	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period an
                Account
                is delinquent in accordance with the transaction agreements. Such
                records
                are maintained on at least a monthly basis, or such other period
                specified
                in the transaction agreements, and describe the entity’s activities in
                monitoring delinquent Accounts including, for example, phone calls,
                letters and payment rescheduling plans in cases where delinquency
                is
                deemed temporary (e.g., illness or unemployment).

            	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for Accounts with variable rates
                are
                computed based on the related Account documents.

            	 
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s Account documents, on
                at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable Account documents and state
                laws; and (C) such funds are returned to the obligor within 30 calendar
                days of full repayment of the related Accounts, or such other number
                of
                days specified in the transaction agreements.

            	 
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

            	 
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.

            	 
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.

            	 
	
              1122(d)(4)(xiv)

            	
               Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

            	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.

            	 


    

     

    


     

    WELLS
      FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee

     

    
      Date:    ____________________________

       

      By:        ____________________________

         
Name:

         
        Title:

    

     

    


    
 

    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    

      
      



    

    


     

    Exhibit
      E

     

    FORM
      OF

    CHASE
      ISSUANCE TRUST

    INDENTURE
      TRUSTEE’S CERTIFICATE

     

    [           ]
      [  ], 20[  ]

     

    Reference
      is hereby made to the THIRD AMENDED AND RESTATED INDENTURE, dated as of December
      19, 2007, by and between CHASE ISSUANCE TRUST, a Delaware statutory trust (the
      “Issuing Entity”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national
      banking association, as indenture trustee (the “Indenture
      Trustee”).

     

    In
      connection with transactions contemplated by each applicable Terms Agreement
      (the “Terms Agreement”), each with respect to a specific tranche of
      Notes, dated the respective dates of the pricing of such Notes, incorporating
      an
      Underwriting Agreement, dated as of
      [           ]
      [  ], 20[  ] (together, the “Underwriting
      Agreement”), by and among the underwriter (the “Underwriter”), Chase
      Bank USA, National Association (the “Bank”), a national banking
      association, and the Issuing Entity, relating to the sale by the Issuing Entity
      to the Underwriter of CHASEseries notes from the date hereof through
      [           ]
      [  ], 20[  ] (the “Notes”), the undersigned, an
      authorized officer of the Indenture Trustee, hereby certifies the
      following:

     

    1.           The
      information provided by the Indenture Trustee in the base prospectus, dated
      [           ]
      [  ], 20[  ] (the “Base Prospectus”), relating to the
      offering of the Notes of the Issuing Entity in the form filed with the
      Commission pursuant to Rule 424(b) of the Rules and Regulations under the
      Securities Act, as excerpted in Schedule A hereto, is true and accurate
      in all material respects.

     

    2.           There
      are no legal proceedings pending or known to be contemplated against the
      Indenture Trustee or against any property of the Indenture Trustee that would
      be
      material to security holders of the Notes.

     

    3.           There
      are no governmental proceedings pending or known to be contemplated against
      the
      Indenture Trustee or against any property of the Indenture Trustee that would
      be
      material to security holders of the Notes.

     

    4.           To
      the knowledge of the undersigned officer of the Indenture Trustee, there are
      no
      affiliations, relationships and/or related transactions that would be material
      to security holders of the Notes between the Indenture Trustee and any of the
      following:

     

    (a)           the
      Bank;

     

    (b)           Wilmington
      Trust Company;

     

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

    (c)           The
      Bank of New York[;]/[; and]

     

    (d)           The
      Bank of New York (Delaware)[.]/[; and

     

    (e)           any
      enhancement or support provider.]1

     

     
      
        

      

      
        1
          If applicable, the
          Transferor shall inform the Indenture Trustee of the identity of any enhancement
          or support provider; otherwise (e) is deleted.

      

    

    
       

    


    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, I have executed this certificate as of the date hereinabove
      set
      forth.

     

    


     

    WELLS
      FARGO BANK,

     

    NATIONAL
      ASSOCIATION

     

     

    By:   _____________________________

    Name:

    Title:

    



    
      
        
        

      

      
        E-3

        
          

        

      

      
        
        

      

    


    


     

    Schedule
      A

    


    


    


    1.         Page
      [  ] of Base Prospectus

    


    [DESCRIPTION
      OF WELLS FARGO BANK,
      NATIONAL ASSOCIATION]

    


    2.         Page
      [  ] of Base Prospectus

    


    [DESCRIPTION
      OF WELLS FARGO BANK,
      NATIONAL ASSOCIATION]

    


    


    
 

    E-4