EXHIBIT 4.2
                                  -----------

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                                    INDENTURE


                                     between


                    MERRILL AUTO TRUST SECURITIZATION 2007-1,
                                   as Issuer,


                      HSBC BANK USA, NATIONAL ASSOCIATION,
                              as Indenture Trustee,


                                       and


                         U.S. BANK NATIONAL ASSOCIATION,
                          as Securities Administrator.





                            Dated as of May 31, 2007

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                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

                                    ARTICLE I
                DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE

SECTION 1.1.    Definitions and Usage..........................................2
SECTION 1.2.    Incorporation by Reference of Trust Indenture Act..............2

                                   ARTICLE II
                                    THE NOTES

SECTION 2.1.    Form...........................................................2
SECTION 2.2.    Execution, Authentication and Delivery.........................3
SECTION 2.3.    Temporary Notes................................................4
SECTION 2.4.    Tax Treatment..................................................4
SECTION 2.5.    Registration; Registration of Transfer and Exchange............4
SECTION 2.6.    Mutilated, Destroyed, Lost or Stolen Notes.....................6
SECTION 2.7.    Persons Deemed Owners..........................................7
SECTION 2.8.    Payment of Principal and Interest; Defaulted Interest..........7
SECTION 2.9.    Cancellation...................................................8
SECTION 2.10.   Release of Collateral..........................................8
SECTION 2.11.   Book-Entry Notes...............................................8
SECTION 2.12.   Notices to Clearing Agency.....................................9
SECTION 2.13.   Definitive Notes...............................................9
SECTION 2.14.   Authenticating Agents.........................................10

                                   ARTICLE III
                                    COVENANTS

SECTION 3.1.    Payment of Principal and Interest.............................11
SECTION 3.2.    Maintenance of Office or Agency...............................11
SECTION 3.3.    Money for Payments To Be Held in Trust........................11
SECTION 3.4.    Existence.....................................................13
SECTION 3.5.    Protection of Indenture Trust Estate..........................13
SECTION 3.6.    Opinions as to Indenture Trust Estate.........................14
SECTION 3.7.    Performance of Obligations; Servicing of Receivables..........15
SECTION 3.8.    Negative Covenants............................................17
SECTION 3.9.    Annual Statement as to Compliance.............................18
SECTION 3.10.   Issuer May Consolidate, etc., Only on Certain Terms...........18
SECTION 3.11.   Successor or Transferee.......................................20
SECTION 3.12.   No Other Business.............................................20
SECTION 3.13.   No Borrowing..................................................20
SECTION 3.14.   Master Servicer's Obligations.................................20
SECTION 3.15.   Guarantees, Loans, Advances and Other Liabilities.............20
SECTION 3.16.   Capital Expenditures..........................................21
SECTION 3.17.   Further Instruments and Acts..................................21

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SECTION 3.18.   Restricted Payments...........................................21
SECTION 3.19.   Notice of Events of Default...................................21
SECTION 3.20.   Issuer's Obligations under each ISDA Master Agreement.........21

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

SECTION 4.1.    Satisfaction and Discharge of Indenture.......................22
SECTION 4.2.    Application of Trust Money....................................23
SECTION 4.3.    Repayment of Monies Held by Note Paying Agent.................24

                                    ARTICLE V
                                    REMEDIES

SECTION 5.1.    Events of Default.............................................24
SECTION 5.2.    Acceleration of Maturity; Rescission and Annulment............25
SECTION 5.3.    Collection of Indebtedness and Suits for Enforcement
                by Indenture Trustee..........................................26
SECTION 5.4.    Remedies; Priorities..........................................28
SECTION 5.5.    Optional Preservation of the Receivables......................31
SECTION 5.6.    Limitation of Suits...........................................31
SECTION 5.7.    Unconditional Rights of Noteholders To Receive Principal
                and Interest..................................................32
SECTION 5.8.    Restoration of Rights and Remedies............................32
SECTION 5.9.    Rights and Remedies Cumulative................................32
SECTION 5.10.   Delay or Omission Not a Waiver................................32
SECTION 5.11.   Control by Controlling Class..................................33
SECTION 5.12.   Waiver of Past Defaults.......................................33
SECTION 5.13.   Undertaking for Costs.........................................34
SECTION 5.14.   Waiver of Stay or Extension Laws..............................34
SECTION 5.15.   Action on Notes...............................................34
SECTION 5.16.   Performance and Enforcement of Certain Obligations............34

                                   ARTICLE VI
             THE INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR

SECTION 6.1.    Duties of Indenture Trustee...................................35
SECTION 6.2.    Rights of Indenture Trustee...................................36
SECTION 6.3.    Individual Rights of Indenture Trustee........................38
SECTION 6.4.    Indenture Trustee's Disclaimer................................38
SECTION 6.5.    Notice of Defaults............................................38
SECTION 6.6.    [Reserved]....................................................38
SECTION 6.7.    Compensation and Indemnity....................................38
SECTION 6.8.    Replacement of Indenture Trustee..............................39
SECTION 6.9.    Successor Indenture Trustee by Merger.........................40
SECTION 6.10.   Appointment of Co-Indenture Trustee or Separate
                Indenture Trustee.............................................41
SECTION 6.11.   Eligibility; Disqualification.................................42
SECTION 6.12.   Preferential Collection of Claims Against Issuer..............43
SECTION 6.13.   Duties of Securities Administrator............................43

                                       ii

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SECTION 6.14.   Rights of Securities Administrator............................44
SECTION 6.15.   Individual Rights of Securities Administrator.................46
SECTION 6.16.   Securities Administrator's Disclaimer.........................46
SECTION 6.17.   Reports by Securities Administrator to Noteholders............46
SECTION 6.18.   Compensation and Indemnity....................................46
SECTION 6.19.   Replacement of Securities Administrator.......................47
SECTION 6.20.   Successor Securities Administrator by Merger..................48
SECTION 6.21.   Eligibility; Disqualification.................................49

                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.1.    Issuer To Furnish Indenture Trustee Names and Addresses
                of Noteholders................................................49
SECTION 7.2.    Preservation of Information; Communications to Noteholders....49
SECTION 7.3.    Reports by Issuer.............................................50
SECTION 7.4.    Reports by Securities Administrator...........................50

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1.    Collection of Money...........................................50
SECTION 8.2.    Trust Accounts................................................51
SECTION 8.3.    General Provisions Regarding Accounts.........................54
SECTION 8.4.    Release of Indenture Trust Estate.............................55
SECTION 8.5.    Opinion of Counsel............................................56

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION 9.1.    Supplemental Indentures Without Consent of Noteholders........56
SECTION 9.2.    Supplemental Indentures with Consent of Noteholders...........58
SECTION 9.3.    Execution of Supplemental Indentures..........................59
SECTION 9.4.    Effect of Supplemental Indenture..............................59
SECTION 9.5.    Conformity with Trust Indenture Act...........................60
SECTION 9.6.    Reference in Notes to Supplemental Indentures.................60

                                    ARTICLE X
                                   PREPAYMENT

SECTION 10.1.   Optional Prepayment...........................................60
SECTION 10.2.   Form of Prepayment Notice.....................................61
SECTION 10.3.   Notes Payable on Prepayment Date..............................61

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                                   ARTICLE XI
                                  MISCELLANEOUS

SECTION 11.1.   Compliance Certificates and Opinions, Etc.....................61
SECTION 11.2.   Form of Documents Delivered to Indenture Trustee and
                the Securities Administrator..................................63
SECTION 11.3.   Acts of Noteholders...........................................64
SECTION 11.4.   Notices, etc., to Indenture Trustee, Securities
                Administrator, Issuer, Rating Agencies and Counterparties.....64
SECTION 11.5.   Notices to Noteholders; Waiver................................65
SECTION 11.6.   Alternate Payment and Notice Provisions.......................66
SECTION 11.7.   Conflict with Trust Indenture Act.............................66
SECTION 11.8.   Effect of Headings and Table of Contents......................66
SECTION 11.9.   Successors and Assigns........................................66
SECTION 11.10.  Separability..................................................66
SECTION 11.11.  Benefits of Indenture.........................................66
SECTION 11.12.  Legal Holidays................................................67
SECTION 11.13.  GOVERNING LAW.................................................67
SECTION 11.14.  Counterparts..................................................67
SECTION 11.15.  Recording of Indenture........................................67
SECTION 11.16.  Trust Obligation..............................................67
SECTION 11.17.  No Petition...................................................68
SECTION 11.18.  Subordination Agreement.......................................68
SECTION 11.19.  No Recourse...................................................68
SECTION 11.20.  Inspection....................................................68
SECTION 11.21.  Representations and Warranties as to the Security Interest
                of the Indenture Trustee in the Receivables...................69


EXHIBIT A-1      Form of Class A-1 Note....................................A-1-1
EXHIBIT A-2      Form of Class A-2 Note....................................A-2-1
EXHIBIT A-3      Form of Class A-3 Note....................................A-3-1
EXHIBIT A-4      Form of Class A-4 Note....................................A-4-1
EXHIBIT B        Form of Class B Note........................................B-1
EXHIBIT C        Form of Class C Note........................................C-1
SCHEDULE A       Schedule of Receivables....................................SA-1
SCHEDULE B       Schedule of Cumulative Net Loss Ratios.....................SB-1
APPENDIX A       Definitions and Usage......................................AA-1

                                       iv

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     INDENTURE, dated as of May 31, 2007 (as from time to time amended,
supplemented or otherwise modified and in effect, this "Indenture") among
MERRILL AUTO TRUST SECURITIZATION 2007-1, a Delaware statutory trust, as issuer
(the "Issuer"), HSBC BANK USA, NATIONAL ASSOCIATION, a national banking
association, as Trustee and not in its individual capacity (in such capacity,
the "Indenture Trustee"), and U.S. Bank National Association, a national banking
association, as securities administrator and not in its individual capacity (in
such capacity, the "Securities Administrator").

     Each party agrees as follows for the benefit of the other party and,
subject to the subordination provisions of this Indenture, for the equal and
ratable benefit of the Counterparties and the holders of the Issuer's Class A-1
5.3469% Asset Backed Notes (the "Class A-1 Notes"), Class A-2 5.43% Asset Backed
Notes, (the "Class A-2 Notes"), Class A-3 Floating Rate Asset Backed Notes (the
"Class A-3 Notes") and Class A-4 Floating Asset Backed Notes (the "Class A-4
Notes" and, together with the Class A-1 Notes, Class A-2 Notes and Class A-3
Notes, the "Class A Notes"), Class B 5.79% Asset Backed Notes (the "Class B
Notes") and Class C 5.96% Asset Backed Notes (the "Class C Notes" and, together
with the Class A Notes and the Class B Notes, the "Notes"):

                                 GRANTING CLAUSE

     The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as
Indenture Trustee for the benefit of the Noteholders and the Counterparties, all
of the Issuer's right, title and interest in, to and under the following
property, whether now owned or existing or hereafter acquired or arising: (a)
the Receivables; (b) monies received thereunder after the Cut-off Date (other
than the portion of any Obligor payment related to the interest accrued on each
Receivable up to its last scheduled payment date prior to May 31, 2007); (c) the
security interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Issuer in the Financed Vehicles; (d)
proceeds with respect to the Receivables from claims on any theft, physical
damage, credit life, credit disability, or other insurance policies covering
Financed Vehicles or Obligors; (e) the Receivable Files; (f) the Trust Accounts
and all amounts, securities, investments, investment property and other property
deposited in or credited to any of the foregoing, all security entitlements
relating to the foregoing and all proceeds thereof; (g) the Sale and Servicing
Agreement; (h) payments and proceeds with respect to the Receivables; (i) the
Receivables Purchase Agreement; (j) all property (including the right to receive
Liquidation Proceeds) securing a Receivable (other than a Receivable purchased
by the Master Servicer or repurchased by the, Seller, the Depositor or the
Administrator); (k) rebates of premiums and other amounts relating to insurance
policies and other items financed under the Receivables in effect as of the
Cut-off Date; (l) each Interest Rate Swap Agreement and (m) all present and
future claims, demands, causes of action and chooses in action in respect of any
or all of the foregoing and all payments on or under and all proceeds of every
kind and nature whatsoever in respect of any or all of the foregoing, including
all proceeds of the conversion thereof, voluntary or involuntary, into cash or
other liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and other
forms of obligations and receivables, instruments and other property which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the "Collateral").

<PAGE>

     The foregoing Grant is made in trust to secure the payment of principal of
and interest on, and any other amounts owing in respect of, the Notes and to
secure the obligations owed by the Issuer under the Interest Rate Swap
Agreements, equally and ratably without prejudice, priority or distinction,
except as provided in the Indenture, and to secure compliance with the
provisions of this Indenture, all as provided in this Indenture.

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

                                    ARTICLE I

                DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE

     SECTION 1.1.  Definitions and Usage. Except as otherwise specified herein
or as the context may otherwise require, capitalized terms used but not
otherwise defined herein are defined in Appendix A, which also contains rules as
to usage that shall be applicable herein.

     SECTION 1.2.  Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used
in this Indenture have the following meanings:

     "indenture securities" shall mean the Notes.

     "indenture security holder" shall mean a Noteholder.

     "indenture to be qualified" shall mean this Indenture.

     "indenture trustee" or "institutional trustee" shall mean the Indenture
Trustee.

     "obligor" on the indenture securities shall mean the Issuer and any other
obligor on the indenture securities.

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

                                   ARTICLE II

                                    THE NOTES

     SECTION 2.1.  Form. (a) The Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes,
together with the Indenture Trustee's or the Securities Administrator's
certificates of authentication, shall be in substantially the form set forth in
Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit B and


                                       2
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Exhibit C, respectively, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture, and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may, consistently herewith,
be determined by the officers executing such Notes, as evidenced by their
execution thereof. 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.

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

     (c) Each Note shall be dated the date of its authentication. The terms of
the Notes set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4,
Exhibit B and Exhibit C, are part of the terms of this Indenture and are
incorporated herein by reference.

     (d) The Issuer in issuing the Notes may use "CUSIP," "CINS" and "ISIN"
numbers (if then generally in use), and the Indenture Trustee and the Securities
Administrator shall use CUSIP, CINS and ISIN numbers, as the case may be, in
notices as a convenience to Noteholders and no representation shall be made as
to the correctness of such numbers either as printed on the Notes or as
contained in a notice to Noteholders.

     SECTION 2.2.  Execution, Authentication and Delivery. (a) The Notes shall
be executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

     (b) Notes bearing the manual or facsimile signature of individuals who were
at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

     (c) The Indenture Trustee or the Securities Administrator, on behalf of the
Indenture Trustee, shall, upon Issuer Order, authenticate and deliver the Notes
for original issue in the Classes and initial aggregate principal amounts as set
in the table below.

                                                     Initial Aggregate
               Class                                 Principal Amount
               -----                                 ----------------
               Class A-1 Notes                          $167,100,000
               Class A-2 Notes                          $156,000,000
               Class A-3 Notes                          $174,000,000
               Class A-4 Notes                          $187,630,000
               Class B Notes                            $51,753,000
               Class C Notes                            $35,829,000

The aggregate principal amount of the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes
Outstanding at any time may not exceed those respective amounts except as
provided in Section 2.6.


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     (d) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes, the Class B Notes and the Class C Notes, shall be issuable as
Book-Entry Notes in minimum denominations of $1,000 and in integral multiples of
$1,000 in excess thereof.

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

     SECTION 2.3.  Temporary Notes. Pending the preparation of definitive Notes
pursuant to Section 2.13, the Issuer may execute, and upon receipt of an Issuer
Order the Indenture Trustee or the Securities Administrator, on behalf of the
Indenture Trustee, shall authenticate and deliver, temporary Notes that are
printed, lithographed, typewritten, mimeographed or otherwise produced,
substantially of the tenor of the definitive Notes in lieu of which they are
issued and with such variations not inconsistent with the terms of this
Indenture as the officers executing the temporary Notes may determine, as
evidenced by their execution of such temporary Notes.

     If temporary Notes are issued, the Issuer shall cause definitive Notes to
be prepared without unreasonable delay. After the preparation of definitive
Notes, the temporary Notes shall be exchangeable for definitive Notes upon
surrender of the temporary Notes at the office or agency of the Issuer to be
maintained as provided in Section 3.2, without charge to the Noteholder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall
execute, and the Indenture Trustee or the Securities Administrator, on behalf of
the Indenture Trustee, shall authenticate and deliver in exchange therefor, a
like principal amount of definitive Notes of authorized denominations. Until so
exchanged, the temporary Notes shall in all respects be entitled to the same
benefits under this Indenture as Notes.

     SECTION 2.4.  Tax Treatment. The Issuer has entered into this Indenture,
and the Notes shall be issued, with the intention that, for federal, State and
local income and franchise tax purposes, the Notes shall qualify as indebtedness
of the Issuer secured by the Indenture Trust Estate. The Issuer, by entering
into this Indenture, and each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of an interest in the applicable Book-Entry Note),
agree to treat the Notes for federal, State and local income and franchise tax
purposes as indebtedness of the Issuer.

     SECTION 2.5.  Registration; Registration of Transfer and Exchange. (a) The
Issuer shall cause to be kept a register (the "Note Register") in which, subject
to such reasonable regulations as it may prescribe, the Issuer shall provide for
the registration of Notes and the registration of transfers of Notes. The
Securities Administrator initially shall be the "Note Registrar" for the purpose
of registering Notes and transfers of Notes as herein provided. Upon any
resignation of any Note Registrar, the Issuer shall promptly appoint a successor
or, if it elects not to make such an appointment, assume the duties of Note
Registrar. If a Person other than the Securities Administrator is appointed by
the Issuer as Note Registrar, (i) the Issuer shall give the Indenture Trustee
and the Securities Administrator prompt written notice of the appointment of
such Note Registrar and of the location, and any change in the location, of the
Note Register,


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(ii) the Indenture Trustee and the Securities Administrator shall have the right
to inspect the Note Register at all reasonable times and to obtain copies
thereof, and (iii) the Indenture Trustee and the Securities Administrator shall
have the right to rely upon a certificate executed on behalf of the Note
Registrar by an Executive Officer thereof as to the names and addresses of the
Noteholders and the principal amounts and number of such Notes.

     (b) Upon surrender for registration of transfer of any Note at the office
or agency of the Issuer to be maintained as provided in Section 3.2, if the
requirements of Section 8-401(a) of the UCC are met, an Authorized Officer of
the Issuer shall execute, and the Indenture Trustee or the Securities
Administrator, on behalf of the Indenture Trustee, shall authenticate and the
Noteholder shall obtain from the Indenture Trustee or the Securities
Administrator, on behalf of the Indenture Trustee, in the name of the designated
transferee or transferees, one or more new Notes of the same Class in any
authorized denomination, of a like aggregate principal amount.

     (c) Subject to subsection (i) below, at the option of the Noteholder, Notes
may be exchanged for other Notes of the same Class in any authorized
denominations, of a like aggregate principal amount, upon surrender of the Notes
to be exchanged at such office or agency. Whenever any Notes are so surrendered
for exchange, if the requirements of Section 8-401(a) of the UCC are met, the
Issuer shall execute, the Indenture Trustee or the Securities Administrator, on
behalf of the Indenture Trustee, shall authenticate, and the Noteholder shall
obtain from the Indenture Trustee or the Securities Administrator, on behalf of
the Indenture Trustee, the Notes which the Noteholder making such exchange is
entitled to receive.

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

     (e) Every Note presented or surrendered for registration of transfer or
exchange shall be (i) duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee and the
Note Registrar duly executed by, the Noteholder thereof or such Noteholder's
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Note Registrar
and (ii) accompanied by such other documents or evidence as the Indenture
Trustee and the Note Registrar may require.

     (f) No service charge shall be made to a Noteholder for any registration of
transfer or exchange of Notes, but the Note Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Section 2.3 or 9.6 not involving any transfer.

     (g) The preceding provisions of this Section 2.5 notwithstanding, the
Issuer shall not be required to make and the Note Registrar need not register
transfers or exchanges of Notes selected for redemption or of any Note for a
period of 15 days preceding the Payment Date for any payment with respect to
such Note.


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<PAGE>

     (h) Each Person that acquires a Note in definitive form shall be required
to represent, and each Person that acquires a Note will be deemed to represent
by its acceptance of the Note, that (x) it is not, and it is not acquiring the
Note on behalf of or with "plan assets" (as determined under Department of Labor
Regulation ss. 2510.3-101 or otherwise) of a Plan, or any employee benefit plan
subject to Similar Law, or (y) its acquisition and holding of the Note are
eligible for relief under Prohibited Transaction Class Exemption ("PTCE") 84-14,
PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar exemption, or, in the
case of an employee benefit plan subject to Similar Law, do not result in a
nonexempt violation of Similar Law.

     SECTION 2.6.  Mutilated, Destroyed, Lost or Stolen Notes.

     (a) If (i) any mutilated Note is surrendered to the Indenture Trustee or
the Note Registrar, or each of the Indenture Trustee and the Securities
Administrator receives evidence to its satisfaction of the destruction, loss or
theft of any Note, and (ii) there is delivered to the Indenture Trustee and the
Securities Administrator such security or indemnity as may be required by the
Indenture Trustee and the Securities Administrator to hold the Issuer, the
Indenture Trustee and the Securities Administrator harmless, then, in the
absence of notice to the Issuer, the Note Registrar, the Indenture Trustee or
the Securities Administrator that such Note has been acquired by a protected
purchaser, as defined in Section 8-303 of the UCC, and provided that the
requirements of Section 8-405 of the UCC are met, the Issuer shall execute, and
upon Issuer Request the Indenture Trustee or the Securities Administrator, on
behalf of the Indenture Trustee, shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement
Note of the same Class; provided, however, that if any such destroyed, lost or
stolen Note, but not a mutilated Note, shall have become or within seven days
shall be due and payable, or shall have been called for redemption, instead of
issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen
Note when so due or payable or upon the Prepayment Date without surrender
thereof. If, after the delivery of such replacement Note or payment of a
destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence, a protected purchaser of the original Note in lieu of which such
replacement Note was issued presents for payment such original Note, the Issuer,
the Indenture Trustee and the Securities Administrator shall be entitled to
recover such replacement Note (or such payment) from the Person to whom it was
delivered or any Person taking such replacement Note from such Person to whom
such replacement Note was delivered or any assignee of such Person, except a
protected purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer, the Indenture Trustee or the Securities Administrator in
connection therewith.

     (b) Upon the issuance of any replacement Note under this Section 2.6, the
Issuer may require the payment by the Noteholder of such Note of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other reasonable expenses (including the fees and
expenses of the Indenture Trustee and the Securities Administrator) connected
therewith.

     (c) Every replacement Note issued pursuant to this Section 2.6 in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note shall be at


                                       6
<PAGE>

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

     (d) The provisions of this Section 2.6 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.

     SECTION 2.7.  Persons Deemed Owners. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee, the
Securities Administrator and any agent of the Issuer, the Indenture Trustee or
the Securities Administrator may treat the Person in whose name any Note is
registered (as of the day of determination) as the owner of such Note for the
purpose of receiving payments of principal of and interest, if any, on such Note
and for all other purposes whatsoever, whether or not such Note be overdue, and
none of the Issuer, the Indenture Trustee, the Securities Administrator or any
agent of the Issuer, the Indenture Trustee or the Securities Administrator shall
be affected by notice to the contrary.

     SECTION 2.8.  Payment of Principal and Interest; Defaulted Interest.

     (a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest
at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4
Rate, the Class B Rate and the Class C Rate, respectively, as set forth in
Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C,
respectively, and such interest shall be due and payable on each Payment Date as
specified therein, subject to Section 3.1. Any installment of interest or
principal, if any, payable on any Note that is punctually paid or duly provided
for by the Issuer on the applicable Payment Date shall be paid to the Person in
whose name such Note (or one or more Predecessor Notes) is registered in the
Note Register on the Record Date either by wire transfer in immediately
available funds, to the account of such Noteholder at a bank or other entity
having appropriate facilities therefor, if such Noteholder shall have provided
to the Note Registrar appropriate written instructions at least five Business
Days prior to such Payment Date and such Noteholder's Notes in the aggregate
evidence a denomination of not less than $1,000,000, or, if not, by check mailed
first-class postage prepaid to such Person's address as it appears on the Note
Register on such Record Date; provided that, unless Definitive Notes have been
issued to Note Owners pursuant to Section 2.13, with respect to Notes registered
on the Record Date in the name of the nominee of the Clearing Agency (initially,
such nominee to be Cede & Co.), payment shall be made by wire transfer in
immediately available funds to the account designated by such nominee, and
except for the final installment of principal payable with respect to such Note
on a Payment Date, Prepayment Date or the applicable Final Scheduled Payment
Date, which shall be payable as provided below. The funds represented by any
such checks returned undelivered shall be held in accordance with Section 3.3.

     (b) The principal of each Note shall be payable in installments on each
Payment Date as provided in the forms of Notes set forth in Exhibit A-1, Exhibit
A-2, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C. Notwithstanding the
foregoing, the entire unpaid principal amount of each Class of Notes shall be
due and payable, if not previously paid, on the date on which an Event of
Default shall have occurred and be continuing, if the Indenture Trustee or the
Noteholders of Notes evidencing not less than a majority of the principal amount
of the


                                       7
<PAGE>

Controlling Class have declared the Notes to be immediately due and payable in
the manner provided in Section 5.2. All principal payments on each Class of
Notes shall be made pro rata to the Noteholders of such Class entitled thereto.
The Securities Administrator shall notify the Person in whose name a Note is
registered at the close of business on the Record Date preceding the Payment
Date on which the Issuer expects that the final installment of principal of and
interest on such Note shall be paid. Such notice shall be mailed or transmitted
by facsimile prior to such final Payment Date and shall specify that such final
installment shall be payable only upon presentation and surrender of such Note
and shall specify the place where such Note may be presented and surrendered for
payment of such installment. Notices in connection with redemption of Notes
shall be mailed to Noteholders as provided in Section 10.2.

     (c) If the Issuer defaults in a payment of interest on the Notes, the
Issuer shall pay defaulted interest (plus interest on such defaulted interest to
the extent lawful) at the applicable Note Interest Rate on the Payment Date
following such default. The Issuer shall pay such defaulted interest to the
Persons who are Noteholders on the Record Date for such following Payment Date.

     SECTION 2.9.  Cancellation. All Notes surrendered for payment, registration
of transfer or exchange or redemption pursuant to Section 10.1 shall, if
surrendered to any Person other than the Securities Administrator, be delivered
to the Securities Administrator and shall be promptly cancelled by the
Securities Administrator. The Issuer may at any time deliver to the Securities
Administrator for cancellation any Notes previously authenticated and delivered
hereunder which the Issuer may have acquired in any manner whatsoever, and all
Notes so delivered shall be promptly cancelled by the Securities Administrator.
No Notes shall be authenticated in lieu of or in exchange for any Notes
cancelled as provided in this Section 2.9, except as expressly permitted by this
Indenture. All cancelled Notes may be held or disposed of by the Securities
Administrator in accordance with its standard retention or disposal policy as in
effect at the time unless the Issuer shall direct by an Issuer Order that they
be destroyed or returned to it and so long as such Issuer Order is timely and
the Notes have not been previously disposed of by the Securities Administrator.

     SECTION 2.10.  Release of Collateral. Subject to Section 11.1 and the terms
of the Basic Documents, the Indenture Trustee shall release property from the
lien of this Indenture only upon receipt of an Issuer Request accompanied by an
Officer's Certificate, an Opinion of Counsel and Independent Certificates in
accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion of Counsel in
lieu of such Independent Certificates to the effect that the TIA does not
require any such Independent Certificates. If the Commission shall issue an
exemptive order under TIA Section 304(d) modifying the Issuer's obligations
under TIA Sections 314(c) and 314(d)(1), subject to Section 11.1 and the terms
of the Basic Documents, the Indenture Trustee shall release property from the
lien of this Indenture in accordance with the conditions and procedures set
forth in such exemptive order.

     SECTION 2.11.  Book-Entry Notes. The Notes, upon original issuance, shall
be issued in the form of typewritten Notes representing the Book-Entry Notes, to
be delivered to The Depository Trust Company, the initial Clearing Agency, by,
or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially
on the Note Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no Note Owner thereof shall receive a Definitive


                                       8
<PAGE>

Note (as defined below) representing such Note Owner's interest in such Note,
except as provided in Section 2.13. Unless and until definitive, fully
registered Notes (the "Definitive Notes") have been issued to such Note Owners
pursuant to Section 2.13:

          (i) the provisions of this Section 2.11 shall be in full force and
     effect;

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

          (iii) to the extent that the provisions of this Section 2.11 conflict
     with any other provisions of this Indenture, the provisions of this Section
     2.11 shall control;

          (iv) the rights of Note Owners shall be exercised only through the
     Clearing Agency and shall be limited to those established by law and
     agreements between such Note Owners and the Clearing Agency and/or the
     Clearing Agency Participants pursuant to the Security Depository Agreement;
     unless and until Definitive Notes are issued to Note Owners pursuant to
     Section 2.13, the initial Clearing Agency shall make book-entry transfers
     among the Clearing Agency Participants and receive and transmit payments of
     principal of and interest on the Book-Entry Notes to such Clearing Agency
     Participants; and

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

     SECTION 2.12.  Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders of Book-Entry Notes is required under this
Indenture, unless and until Definitive Notes shall have been issued to the Note
Owners pursuant to Section 2.13, the Indenture Trustee and the Securities
Administrator shall give all such notices and communications specified herein to
be given to Noteholders of Book-Entry Notes to the Clearing Agency, and shall
have no obligation to such Note Owners.

     SECTION 2.13.  Definitive Notes. With respect to any Class or Classes of
Book-Entry Notes, if (i) the Issuer advises the Indenture Trustee and the
Securities Administrator in writing that the Clearing Agency is no longer
willing or able to properly discharge its responsibilities with respect to such
Class of Book-Entry Notes and the Issuer is unable to locate a qualified
successor or (ii) after the occurrence of an Event of Default or an Event of
Servicing Termination, Note Owners of such Class of Book- Entry Notes evidencing
beneficial interests aggregating not less than a majority of the principal
amount of such Class advise the Indenture


                                       9
<PAGE>

Trustee, the Securities Administrator and the Clearing Agency in writing that
the continuation of a book-entry system through the Clearing Agency is no longer
in the best interests of such Class of Note Owners, then the Clearing Agency
shall notify all Note Owners of such Class, the Indenture Trustee and the
Securities Administrator of the occurrence of such event and of the availability
of Definitive Notes to the Note Owners of the applicable Class requesting the
same. Upon surrender to the Securities Administrator of the typewritten Notes
representing the Book-Entry Notes by the Clearing Agency, accompanied by
registration instructions, the Issuer shall execute and the Indenture Trustee or
the Securities Administrator, on behalf of the Indenture Trustee, shall
authenticate the Definitive Notes in accordance with the instructions of the
Clearing Agency. None of the Issuer, the Note Registrar, the Indenture Trustee
or the Securities Administrator shall be liable for any delay in delivery of
such instructions and may conclusively rely on, and shall be fully protected in
relying on, such instructions. Upon the issuance of Definitive Notes to Note
Owners, the Indenture Trustee and the Securities Administrator shall recognize
the holders of such Definitive Notes as Noteholders.

     SECTION 2.14.  Authenticating Agents. (a) The Indenture Trustee, at the
expense of the Issuer, may appoint one or more Persons in addition to the
Securities Administrator (each, an "Authenticating Agent") with power to act on
its behalf and subject to its direction in the authentication of Notes in
connection with issuance, transfers and exchanges under Sections 2.2, 2.3, 2.5,
2.6 and 9.6, as fully to all intents and purposes as though each such
Authenticating Agent had been expressly authorized by those Sections to
authenticate such Notes. For all purposes of this Indenture, the authentication
of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be
deemed to be the authentication of Notes "by the Indenture Trustee."

     (b) Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of any Authenticating Agent, shall be the successor
of such Authenticating Agent hereunder, without the execution or filing of any
document or any further act on the part of the parties hereto or such
Authenticating Agent or such successor corporation.

     (c) Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Indenture Trustee, the Securities Administrator and
the Owner Trustee. The Indenture Trustee may at any time terminate the agency of
any Authenticating Agent by giving written notice of termination to such
Authenticating Agent and the Owner Trustee. Upon receiving such notice of
resignation or upon such a termination, the Indenture Trustee may appoint a
successor Authenticating Agent and shall give written notice of any such
appointment to the Owner Trustee.

     (d) The Issuer agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services. The provisions of Sections 2.9 and 6.4
shall be applicable to any Authenticating Agent.


                                       10
<PAGE>

                                   ARTICLE III

                                    COVENANTS

     SECTION 3.1.  Payment of Principal and Interest. The Issuer shall duly and
punctually pay the principal of and interest, if any, on the Notes in accordance
with the terms of the Notes and this Indenture. Without limiting the foregoing,
on each Payment Date the Issuer shall cause to be paid pursuant to Sections
8.2(c) and 8.2(d) all amounts on deposit in the Collection Account and the
Principal Distribution Account with respect to the Collection Period preceding
such Payment Date and deposited therein pursuant to the Sale and Servicing
Agreement. Amounts properly withheld under the Code by any Person from a payment
to any Noteholder of interest and/or principal shall be considered as having
been paid by the Issuer to such Noteholder for all purposes of this Indenture.

     SECTION 3.2.  Maintenance of Office or Agency. The Issuer shall maintain in
the Borough of Manhattan, The City of New York, an office or agency where Notes
may be surrendered for registration of transfer or exchange, and where notices
and demands to or upon the Issuer in respect of the Notes and this Indenture may
be served. The Issuer hereby initially appoints the Securities Administrator to
serve as its agent for the foregoing purposes. The Issuer shall give prompt
written notice to the Indenture Trustee and the Securities Administrator of the
location, and of any change in the location, of any such office or agency. If,
at any time, the Issuer shall fail to maintain any such office or agency or
shall fail to furnish the Indenture Trustee and the Securities Administrator
with the address thereof, such surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Securities Administrator, and the
Issuer hereby appoints the Securities Administrator as its agent to receive all
such surrenders, notices and demands.

     SECTION 3.3.  Money for Payments To Be Held in Trust. (a) As provided in
Sections 8.2 and 5.4(b), all payments of amounts due and payable with respect to
any Notes that are to be made from amounts withdrawn from the Trust Accounts
shall be made on behalf of the Issuer by the Securities Administrator or by
another Note Paying Agent, and no amounts so withdrawn from the Trust Accounts
for payments of Notes shall be paid over to the Issuer, except as provided in
this Section 3.3.

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

     (c) The Issuer shall cause each Note Paying Agent other than the Indenture
Trustee or the Securities Administrator to execute and deliver to the Indenture
Trustee an instrument in which such Note Paying Agent shall agree with the
Indenture Trustee (and if the Indenture Trustee or the Securities Administrator
acts as Note Paying Agent, it hereby so agrees), subject to the provisions of
this Section 3.3, that such Note Paying Agent shall:


                                       11
<PAGE>

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

          (ii) give the Indenture Trustee, the Counterparties and the Securities
     Administrator notice of any default by the Issuer (or any other obligor
     upon the Notes) of which it has actual knowledge in the making of any
     payment required to be made with respect to the Notes or under the Interest
     Rate Swap Agreements, as applicable;

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

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

          (v) comply with all requirements of the Code and any State or local
     tax law with respect to the withholding from any payments made by it on any
     Notes or under the Interest Rate Swap Agreements, as applicable, of any
     applicable withholding taxes imposed thereon and with respect to any
     applicable reporting requirements in connection therewith.

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

     (e) Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Note Paying Agent in trust for the payment
of any amount due with respect to any Note and remaining unclaimed for two years
after such amount has become due and payable shall be discharged from such trust
and be paid to the Issuer on Issuer Request; and the Noteholder of such Note
shall thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof (but only to the extent of the amounts so paid to the Issuer),
and all liability of the Indenture Trustee or such Note Paying Agent with
respect to such trust money shall thereupon cease; provided, however, that the
Indenture Trustee or such Note Paying Agent, before being required to make any
such repayment, shall at the expense and written direction of the Issuer cause
to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in The
City of New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining shall be
repaid to the Issuer. The Indenture Trustee shall also adopt and employ,


                                       12
<PAGE>

at the expense and written direction of the Issuer, any other reasonable means
of notification of such repayment (including mailing notice of such repayment to
Noteholders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in monies due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any Note
Paying Agent, at the last address of record for each such Noteholder).

     SECTION 3.4.  Existence. The Issuer shall keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other State or of the United States of
America, in which case the Issuer shall keep in full effect its existence,
rights and franchises under the laws of such other jurisdiction) and shall
obtain and preserve its qualification to do business in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Indenture Trust Estate, including all
licenses required under (i) the Maryland Vehicle Sales Finance Act or (ii) the
Pennsylvania Motor Vehicle Sales Finance Act in connection with this Indenture
and the other Basic Documents and the transactions contemplated hereby and
thereby until such time as the Trust shall terminate in accordance with the
terms of this Indenture and the Trust Agreement.

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

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

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

          (iii) enforce any of the Collateral; or

          (iv) preserve and defend title to the Indenture Trust Estate and the
     rights of the Indenture Trustee, the Counterparties and the Noteholders in
     such Indenture Trust Estate against the claims of all Persons.

     (b) The Issuer hereby represents and warrants that, as to the Collateral
pledged to the Indenture Trustee for the benefit of the Noteholders, on the
Closing Date:

          (i) the Indenture creates a valid and continuing security interest (as
     defined in the applicable UCC) in the Collateral that is in existence in
     favor of the Indenture Trustee, which security interest is prior to all
     other liens, and is enforceable as such as against creditors of and
     purchasers from the Issuer;

                                       13
<PAGE>

          (ii) the Receivables constitute "tangible chattel paper" under the
     applicable UCC;

          (iii) the Issuer owns and has good and marketable title to such
     Collateral free and clear of any Liens of any Person, other than the
     interest Granted under this Indenture;

          (iv) the Issuer has acquired its ownership in such Collateral in good
     faith without notice of any adverse claim;

          (v) the Trust Accounts are not in the name of any Person other than
     the Indenture Trustee or the Securities Administrator, on behalf of the
     Indenture Trustee, and the Issuer has not consented to the bank maintaining
     the Trust Accounts to comply with the instructions of any Person other than
     the Indenture Trustee or the Securities Administrator;

          (vi) the Issuer has not assigned, pledged, sold, granted a security
     interest in or otherwise conveyed any interest in such Collateral (or, if
     any such interest has been assigned, pledged or otherwise encumbered, it
     has been released) other than interests Granted pursuant to this Indenture;

          (vii) the Issuer has caused or will have caused, within ten days after
     the Closing Date, the filing of all appropriate financing statements in the
     proper filing office in the appropriate jurisdiction under applicable law
     in order to perfect the security interest Granted hereunder in the
     Receivables;

          (viii) other than its Granting hereunder, the Issuer has not Granted
     such Collateral, the Issuer has not authorized the filing of and is not
     aware of any financing statements against the Issuer that include a
     description of such Collateral other than the financing statement in favor
     of the Indenture Trustee, and the Issuer is not aware of any judgment or
     tax lien filing against it; and

          (ix) the information relating to such Collateral set forth in the
     Schedule of Receivables (attached hereto as Schedule A) is correct.

     SECTION 3.6.  Opinions as to Indenture Trust Estate.

     (a) On the Closing Date, the Issuer shall furnish to the Indenture Trustee
and the Securities Administrator an Opinion of Counsel either stating that, in
the opinion of such counsel, such action has been taken with respect to the
recording and filing of this Indenture, any indentures supplemental hereto, and
any other requisite documents, and with respect to the execution and filing of
any financing statements and continuation statements, as are necessary to
perfect and make effective the lien and security interest of this Indenture and
reciting the details of such action, or stating that, in the opinion of such
counsel, no such action is necessary to make such lien and security interest
effective.

     (b) On or before March 30 in each calendar year, beginning on March 30,
2008, the Master Servicer, on behalf of the Issuer, shall furnish to the
Administrator and the Securities Administrator an Opinion of Counsel either
stating that, in the opinion of such counsel, such


                                       14
<PAGE>

action has been taken with respect to the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and with respect to the execution and filing of any
financing statements and continuation statements and any other action that may
be required by law as is necessary to maintain the lien and security interest
created by this Indenture and reciting the details of such action or stating
that in the opinion of such counsel no such action is necessary to maintain such
lien and security interest. Such Opinion of Counsel shall also describe the
recording, filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents and the execution and
filing of any financing statements and continuation statements that shall, in
the opinion of such counsel, be required to maintain the lien and security
interest of this Indenture until March 30 in the following calendar year.

     SECTION 3.7.  Performance of Obligations; Servicing of Receivables.

     (a) The Issuer shall not take any action and shall 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 Indenture Trust Estate or that would result in the
amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any such instrument or agreement, except as
expressly provided in this Indenture and the other Basic Documents.

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

     (c) The Issuer shall punctually perform and observe all of its obligations
and agreements contained in this Indenture, the other Basic Documents and in the
instruments and agreements included in the Indenture Trust Estate, including
filing or causing to be filed all financing statements and continuation
statements required to be filed under the UCC by the terms of this Indenture and
the Sale and Servicing Agreement in accordance with and within the time periods
provided for herein and therein. Except as otherwise expressly provided therein,
the Issuer shall not waive, amend, modify, supplement or terminate any Basic
Document or any provision thereof without the consent of the Indenture Trustee
and the Noteholders of Notes evidencing not less than a majority of the
principal amount of each Class of Notes then Outstanding, voting separately and
if such action would materially adversely affect a Counterparty, without the
consent of such Counterparty. For the avoidance of doubt, and notwithstanding
anything in this Indenture to the contrary, the Trust Agreement may be amended
from time to time by the Depositor and the Owner Trustee, with prior written
notice to the Rating Agencies and the Indenture Trustee and with the consent of
holders of all of the Certificates but without the consent of any Noteholder, to
create one or more classes of certificates and amend the rights of the
then-current Certificates; provided that an Opinion of Counsel shall be
furnished to the Indenture Trustee, the Owner Trustee and the Securities
Administrator to the effect that such amendment (A) will not materially
adversely affect the federal income taxation of any outstanding Note or
Certificate (unless the holder thereof consents to such new treatment) and


                                       15
<PAGE>

(B) will not cause the Issuer to be treated as an association (or publicly
traded partnership) taxable as a corporation for federal income tax purposes.

     (d) If the Issuer shall have knowledge of the occurrence of an Event of
Servicing Termination under the Sale and Servicing Agreement, the Issuer shall
promptly notify the Indenture Trustee, the Securities Administrator, the
Counterparties and the Rating Agencies thereof and shall specify in such notice
the action, if any, the Issuer is taking in respect of such default. If an Event
of Servicing Termination shall arise from the failure of the Master Servicer to
perform any of its duties or obligations under the Sale and Servicing Agreement
with respect to the Receivables, the Issuer shall take all reasonable steps
available to it to remedy such failure.

     (e) As promptly as possible after the giving of notice of termination to
the Master Servicer of the Master Servicer's rights and powers pursuant to
Section 7.1 of the Sale and Servicing Agreement or the Master Servicer's
resignation in accordance with the terms of the Sale and Servicing Agreement,
the Issuer shall (subject to the rights of the Indenture Trustee to direct such
appointment pursuant to Section 7.1 of the Sale and Servicing Agreement)
promptly appoint a Successor Master Servicer meeting the requirements of the
Sale and Servicing Agreement, and such Successor Master Servicer shall accept
its appointment by a written assumption in a form acceptable to the Indenture
Trustee and the Securities Administrator. In the event that a Successor Master
Servicer has not been appointed and has not accepted its appointment at the time
when the Master Servicer ceases to act as Master Servicer, the Securities
Administrator (so long as the Person serving as the Securities Administrator is
not also the Master Servicer) and otherwise the Indenture Trustee, without
further action shall automatically be appointed the Successor Master Servicer.
If the Indenture Trustee shall be legally unable to act as Successor Master
Servicer, the Indenture Trustee may appoint, or petition a court of competent
jurisdiction to appoint, a Successor Master Servicer. The Securities
Administrator or the Indenture Trustee, as the case may be, may resign as the
Master Servicer by giving written notice of such resignation to the Issuer and
in such event shall be released from such duties and obligations, such release
not to be effective until the date a new master servicer enters into a servicing
agreement with the Issuer as provided below. In the case of either the
appointment of the Securities Administrator or Indenture Trustee (or any
Affiliate as provided below) as Successor Master Servicer, or resignation of the
Securities Administrator or Indenture Trustee as Master Servicer, the Securities
Administrator or Indenture Trustee, as applicable, shall provide to the
Depositor, in writing, such information as reasonably requested by the Depositor
to comply with its reporting obligation under the Exchange Act with respect to a
Successor Master Servicer or the resignation of the Master Servicer. Upon
delivery of any such notice to the Issuer, the Issuer shall promptly obtain a
new master servicer as the Successor Master Servicer under the Sale and
Servicing Agreement. Any Successor Master Servicer (other than the Securities
Administrator or the Indenture Trustee or an Affiliate thereof) shall (i) be an
established financial institution having a net worth of not less than
$100,000,000 and whose regular business shall include the servicing of
automobile receivables and whose appointment as Successor Master Servicer
satisfies the Rating Agency Condition, (ii) enter into a servicing agreement
with the Issuer having substantially the same provisions as the provisions of
the Sale and Servicing Agreement applicable to its predecessor Master Servicer
and (iii) shall provide to the Depositor, in writing, such information as
reasonably required by the Depositor to comply with its reporting obligation
under the Exchange Act with respect to a Successor Master Servicer. If, within
30 days after the delivery of the notice referred to above, the Issuer shall not
have obtained such a


                                       16
<PAGE>

new master servicer, the Indenture Trustee may appoint, or may petition a court
of competent jurisdiction to appoint, a Successor Master Servicer. In connection
with any such appointment, the Indenture Trustee may make such arrangements for
the compensation of such successor as it and such successor shall agree, subject
to the limitations set forth below and in the Sale and Servicing Agreement, and,
in accordance with Section 7.2 of the Sale and Servicing Agreement, the Issuer
shall enter into an agreement with such successor for the servicing of the
Receivables (such agreement to be in form and substance satisfactory to all
parties to the Sale and Servicing Agreement). Notwithstanding anything herein or
in the Sale and Servicing Agreement to the contrary, in no event shall either
the Indenture Trustee or the Securities Administrator be liable for any
Servicing Fee or for any differential in the amount of the Servicing Fee paid
hereunder and the amount necessary to induce any Successor Master Servicer to
act as Successor Master Servicer under the Basic Documents and the transactions
set forth or provided for therein. If either the Securities Administrator or the
Indenture Trustee shall succeed to the Master Servicer's duties as master
servicer of the Receivables as provided herein, it shall do so in its individual
capacity and not in its capacity as Securities Administrator or Indenture
Trustee, as the case may be, and, accordingly, the provisions of Article VI
hereof shall be inapplicable to the Securities Administrator or the Indenture
Trustee in its duties as the successor to the Master Servicer and the servicing
of the Receivables. In case the Securities Administrator or the Indenture
Trustee shall become successor to the Master Servicer under the Sale and
Servicing Agreement, the Securities Administrator or the Indenture Trustee, as
the case may be, shall entitled to appoint as Master Servicer any one of its
Affiliates; provided that the Securities Administrator or the Indenture Trustee,
in its capacity as the Master Servicer, shall be fully liable for the actions
and omissions of such Affiliate in such capacity as Successor Master Servicer.

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

     (g) Without derogating from the absolute nature of the assignment granted
to the Indenture Trustee under this Indenture or the rights of the Indenture
Trustee hereunder, the Issuer hereby agrees that it shall not, without the prior
written consent of the Indenture Trustee or the Noteholders of Notes evidencing
not less than a majority in principal amount of the Notes Outstanding, amend,
modify, waive, supplement, terminate or surrender, or agree to any amendment,
modification, supplement, termination, waiver or surrender of, the terms of any
Collateral (except to the extent otherwise provided in the Sale and Servicing
Agreement or the other Basic Documents).

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

          (i) except as expressly permitted by this Indenture, the Trust
     Agreement or the Sale and Servicing Agreement, sell, transfer, exchange or
     otherwise dispose of any of the properties or assets of the Issuer,
     including those included in the Indenture Trust Estate;


                                       17
<PAGE>

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

          (iii) dissolve or liquidate in whole or in part;

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

     SECTION 3.9.  Annual Statement as to Compliance. The Issuer shall deliver
to the Administrator, Master Servicer and the Securities Administrator, within
120 days after the end of each calendar year, an Officer's Certificate stating,
as to the Authorized Officer signing such Officer's Certificate, that:

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

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

     SECTION 3.10.  Issuer May Consolidate, etc., Only on Certain Terms. (a) The
Issuer shall not consolidate or merge with or into any other Person, unless:

          (i) the Person (if other than the Issuer) formed by or surviving such
     consolidation or merger shall be a Person organized and existing under the
     laws of the United States of America or any State and shall expressly
     assume, by an indenture supplemental hereto, executed and delivered to the
     Indenture Trustee and the Securities Administrator, in form satisfactory to
     the Indenture Trustee and the Securities Administrator, the due and
     punctual payment of the principal of and interest on all Notes


                                       18
<PAGE>

     and the performance or observance of every agreement and covenant of this
     Indenture on the part of the Issuer to be performed or observed, all as
     provided herein;

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

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

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

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

          (vi) the Issuer shall have delivered to the Indenture Trustee and the
     Securities Administrator an Officer's Certificate and an Opinion of Counsel
     each stating that such consolidation or merger and such supplemental
     indenture comply with this Article III and that all conditions precedent
     herein provided for relating to such transaction have been complied with
     (including any filing required by the Exchange Act).

     (b) Other than as specifically contemplated by the Basic Documents, the
Issuer shall not convey or transfer any of its properties or assets, including
those included in the Indenture Trust Estate, to any Person, unless:

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

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


                                       19
<PAGE>

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

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

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

          (vi) the Issuer shall have delivered to the Indenture Trustee and the
     Securities Administrator an Officer's Certificate and an Opinion of Counsel
     each stating that such conveyance or transfer and such supplemental
     indenture comply with this Article III and that all conditions precedent
     herein provided for relating to such transaction have been complied with
     (including any filing required by the Exchange Act).

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

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

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

     SECTION 3.13.  No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes and the Certificates.

     SECTION 3.14.  Master Servicer's Obligations. The Issuer shall cause the
Master Servicer to comply with the Sale and Servicing Agreement, including
without limitation, Sections 3.8, 3.9, 3.10, 3.11, 3.12, 3.13, 3.14 and 4.7 and
Article VI thereof.

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


                                       20
<PAGE>

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

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

     SECTION 3.17.  Further Instruments and Acts. Upon request of the Indenture
Trustee or the Securities Administrator, the Issuer shall execute and deliver
such further instruments and do such further acts as may be reasonably necessary
or proper to carry out more effectively the purpose of this Indenture.

     SECTION 3.18.  Restricted Payments. The Issuer shall not, directly or
indirectly, (i) make any distribution (by reduction of capital or otherwise),
whether in cash, property, securities or a combination thereof, to the Owner
Trustee or any owner of a beneficial interest in the Issuer or otherwise with
respect to any ownership or equity interest or security in or of the Issuer or
to the Master Servicer, (ii) redeem, purchase, retire or otherwise acquire for
value any such ownership or equity interest or security or (iii) set aside or
otherwise segregate any amounts for any such purpose; provided, however, that
the Issuer may make, or cause to be made, payments to the Master Servicer, the
Receivables Servicer, the Owner Trustee, the Indenture Trustee, the Securities
Administrator, the Administrator, the Noteholders and the Certificateholders as
contemplated by, and to the extent funds are available for such purpose under,
this Indenture and the other Basic Documents. The Issuer shall not, directly or
indirectly, make payments to or distributions from the Collection Account or the
Principal Distribution Account except in accordance with this Indenture and the
other Basic Documents.

     SECTION 3.19.  Notice of Events of Default. The Issuer shall give the
Indenture Trustee, the Securities Administrator, the Counterparties and the
Rating Agencies prompt written notice of each Event of Default and Default
hereunder and of each default on the part of any party to the Sale and Servicing
Agreement with respect to any of the provisions thereof.

     SECTION 3.20.  Issuer's Obligations under each ISDA Master Agreement.

     (a) Replacement and Termination of each ISDA Master Agreement. Upon the
occurrence of a Collateralization Event (as defined in the ISDA Master
Agreement), the Securities Administrator shall set up an Eligible Deposit
Account to hold cash or other eligible investments pledged under such ISDA
Credit Support Annex. Any cash or other eligible investments pledged under an
ISDA Credit Support Annex shall not be part of the Collection Account unless
they are applied in accordance with such ISDA Credit Support Annex to make a
payment due to the Issuer pursuant to any Interest Rate Swap Agreement. Upon a
reduction of the Swap Counterparty's Threshold (as defined in the ISDA Master
Agreement) to zero, the Securities Administrator shall (i) demand delivery of
the Delivery Amount (as defined in the ISDA Master Agreement) from the Swap
Counterparty on each Valuation Date (as defined in the ISDA Master Agreement),
if applicable, (ii) deliver to the Swap Counterparty the Return Amount (as
defined in the ISDA Master Agreement) on each Valuation Date, if applicable, as
well as Distributions and the Interest Amount (each as defined in the ISDA
Master Agreement), to the extent required under the ISDA Master Agreement and
(iii) take such other action required under the ISDA Master Agreement. If
Eligible Collateral with a Value (as defined in the ISDA


                                       21
<PAGE>

Master Agreement) equal to the Delivery Amount is not delivered to Securities
Administrator by the Swap Counterparty, the Securities Administrator shall
notify the Swap Counterparty of such failure.

     (b) Following an ISDA Event of Default or ISDA Termination Event for which
the Issuer has the right to designate an Early Termination Date (as such terms
are defined in the related ISDA Master Agreement), the Issuer shall consult with
an independent investment bank (which may include the Representative) as to
whether it will designate an Early Termination Date. Upon the termination of any
Interest Rate Swap Agreement, the Issuer shall use its reasonable best efforts
to enforce the rights of the Issuer and the Indenture Trustee thereunder as may
be permitted by the terms of the related ISDA Master Agreement and consistent
with the terms hereof, and shall apply the proceeds of any such efforts to enter
into replacement fixed/floating swaps with another Counterparty such that each
of the Rating Agencies shall have given prior written confirmation to the Issuer
that such Rating Agency shall not reduce or withdraw its then current rating of
any of the Notes. To the extent such replacement fixed/floating swap can be
entered into, any termination payments received by the Issuer in respect of the
terminated fixed/floating swap shall be used, to the extent necessary, by the
Issuer for the purpose of entering into such replacement fixed/floating swap.
Following a failure of Merrill Lynch Capital Services, Inc. to make the due and
punctual payment of any and all amounts payable by Merrill Lynch Capital
Services, Inc. under any Interest Rate Swap Agreement, including, in case of
default, interest on any amount due, when and as the same shall become due and
payable, the Securities Administrator shall make a demand of the Swap Guarantor
pursuant to the Swap Guarantee.



                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

     SECTION 4.1.  Satisfaction and Discharge of Indenture. This Indenture shall
cease to be of further effect with respect to the Notes except as to (i) rights
of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8,
3.10, 3.12, 3.13 and 3.17, (v) the rights, obligations, protections and
immunities of the Indenture Trustee and the Securities Administrator hereunder
(including the rights of the Indenture Trustee under Section 6.7, the rights of
the Securities Administrator under Section 6.18 and the obligations of the
Securities Administrator under Section 4.3), and (vi) the rights of Noteholders
and the Counterparties as beneficiaries hereof with respect to the property so
deposited with the Indenture Trustee or the Securities Administrator payable to
all or any of them, and the Indenture Trustee, on demand of and at the expense
of the Issuer, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to the Notes, when:

               (A) either:

                    (1) all Notes theretofore authenticated and delivered (other
               than (i) Notes that have been destroyed, lost or stolen and that
               have been


                                       22
<PAGE>

               replaced or paid as provided in Section 2.6 and (ii) Notes for
               whose payment money has theretofore been deposited in trust or
               segregated and held in trust by the Issuer and thereafter repaid
               to the Issuer or discharged from such trust, as provided in
               Section 3.3) have been delivered to the Securities Administrator
               for cancellation; or

                    (2) all Notes not theretofore delivered to the Securities
               Administrator for cancellation have become due and payable and
               the Issuer has irrevocably deposited or caused to be irrevocably
               deposited with the Securities Administrator cash or direct
               obligations of or obligations guaranteed by the United States of
               America (which will mature prior to the date such amounts are
               payable), in trust for such purpose, in an amount sufficient
               without reinvestment to pay and discharge the entire indebtedness
               on such Notes not theretofore delivered to the Securities
               Administrator for cancellation when due to the applicable Final
               Scheduled Payment Date or Prepayment Date (if Notes shall have
               been called for prepayment pursuant to Section 10.1), as the case
               may be, and all fees due and payable to the Securities
               Administrator;

               (B) the Issuer has paid or caused to be paid all other sums
          payable hereunder and under any of the other Basic Documents
          (including amounts due and payable under the Interest Rate Swap
          Agreements) by the Issuer; and

               (C) the Issuer has delivered to the Indenture Trustee and the
          Securities Administrator an Officer's Certificate, an Opinion of
          Counsel and (if required by the TIA or the Indenture Trustee or the
          Securities Administrator) an Independent Certificate from a firm of
          certified public accountants, each meeting the applicable requirements
          of Section 11.1(a) and, subject to Section 11.2, each stating that all
          conditions precedent herein provided for relating to the satisfaction
          and discharge of this Indenture have been complied with.

     Upon the satisfaction and discharge of the Indenture pursuant to this
Section 4.1, at the request of the Owner Trustee, the Securities Administrator
shall deliver to the Owner Trustee a certificate of a Securities Administrator
Officer stating that all Noteholders have been paid in full and stating whether,
to the best knowledge of such Securities Administrator Officer, any claims
remain against the Issuer in respect of the Indenture and the Notes.

     SECTION 4.2.  Application of Trust Money. All monies deposited with the
Securities Administrator pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the Notes, the Interest Rate
Swap Agreements and this Indenture, to the payment, either (i) directly or
through any Note Paying Agent, as the Securities Administrator may determine, to
the Noteholders of the particular Notes for the payment or redemption of which
such monies have been deposited with the Securities Administrator, of all sums
due and to become due thereon for principal and interest, and (ii) to each
Counterparty of all net amounts payable under the Interest Rate Swap Agreements,
subject to and in accordance with Section 8. 2(c), but such monies need not be
segregated from other funds except to the extent required herein or in the Sale
and Servicing Agreement or required by law.


                                       23
<PAGE>

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

                                    ARTICLE V

                                    REMEDIES

     SECTION 5.1.  Events of Default. "Event of Default," wherever used herein,
means the occurrence of any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body):

          (i) default in the payment of any interest on any Note of the
     Controlling Class when the same becomes due and payable on a Payment Date,
     and such default shall continue for a period of 35 days or more; or

          (ii) default in the payment of the principal of or any installment of
     the principal of any Note when the same becomes due and payable; or

          (iii) default in the observance or performance in any material respect
     of any covenant or agreement of the Issuer made in this Indenture (other
     than a covenant or agreement, a default in the observance or performance of
     which is elsewhere in this Section 5.1 specifically dealt with) that
     materially and adversely affects the Noteholders and such default shall
     continue for a period of 30 days, after there shall have been given, by
     registered or certified mail, to the Issuer by the Indenture Trustee or to
     the Issuer and the Indenture Trustee by the holders of Notes evidencing not
     less than 25% of the Outstanding Amount of the Controlling Class, a written
     notice specifying such default and requiring it to be remedied and stating
     that such notice is a "Notice of Default" hereunder; or

          (iv) any representation or warranty of the Issuer made in this
     Indenture or in any certificate delivered pursuant hereto or in connection
     herewith proving to have been incorrect in any material respect as of the
     time when the same shall have been made, and such default shall continue or
     not be cured, or the circumstance or condition in respect of which such
     representation or warranty was incorrect shall not have been eliminated or
     otherwise cured, for a period of 30 days, after there shall have been
     given, by registered or certified mail, to the Issuer by the Indenture
     Trustee or to the Issuer and the Indenture Trustee by the holders of Notes
     evidencing not less than 25% of the Outstanding Amount of the Controlling
     Class, a written notice specifying such default and requiring it to be
     remedied and stating that such notice is a "Notice of Default" hereunder;
     or


                                       24
<PAGE>

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

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

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

     SECTION 5.2.  Acceleration of Maturity; Rescission and Annulment. (a) If an
Event of Default should occur and be continuing, then and in every such case the
Indenture Trustee or the holders of Notes evidencing not less than a majority of
the Outstanding Amount of the Controlling Class may declare all the Notes to be
immediately due and payable, by a notice in writing to the Issuer (and to the
Indenture Trustee if given by Noteholders), and upon any such declaration the
Outstanding Amount of such Notes, together with accrued and unpaid interest
thereon through the date of acceleration, shall become immediately due and
payable.

     (b) At any time after a declaration of acceleration of maturity has been
made and before a judgment or decree for payment of the amount due has been
obtained by the Indenture Trustee as hereinafter provided in this Article V, the
holders of Notes evidencing not less than a majority of the Outstanding Amount
of the Controlling Class, by written notice to the Issuer, the Counterparties
and the Indenture Trustee, may rescind and annul such declaration and its
consequences if:

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

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


                                       25
<PAGE>

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

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

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

     SECTION 5.3.  Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) The Issuer covenants that if (i) there is an Event of
Default relating to the nonpayment of any interest on any Note when the same
becomes due and payable, and such Event of Default continues for a period of
five days, or (ii) there is an Event of Default relating to the nonpayment of
the principal of any Note on its Final Scheduled Payment Date, the Issuer shall,
upon demand of the Indenture Trustee, pay to the Securities Administrator, for
the benefit of the Noteholders, the whole amount then due and payable on such
Notes for principal and interest, with interest upon the overdue principal and,
to the extent payment at such rate of interest shall be legally enforceable,
upon overdue installments of interest at the applicable Note Interest Rate borne
by the Notes and in addition thereto such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee, the
Securities Administrator and their agents, attorneys and counsel.

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

     (c) If an Event of Default occurs and is continuing, the Indenture Trustee,
as more particularly provided in Section 5.4, in its discretion, may proceed to
protect and enforce its rights and the rights of the Noteholders, by such
appropriate Proceedings as the Indenture Trustee shall deem most effective to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy or legal or equitable
right vested in the Indenture Trustee by this Indenture or by law.

     (d) In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the Indenture Trust Estate, Proceedings under Title 11 of the United States Code
or any other applicable federal or State bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been


                                       26
<PAGE>

appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in case of any other comparable Proceedings relative to
the Issuer or other obligor upon the Notes, or to the creditors or property of
the Issuer or such other obligor, the Indenture Trustee, irrespective of whether
the principal of any Notes shall then be due and payable as therein expressed or
by declaration or otherwise and irrespective of whether the Indenture Trustee
shall have made any demand pursuant to the provisions of this Section 5.3, shall
be entitled and empowered, by intervention in such Proceedings or otherwise:

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

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

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

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

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay to
the Indenture Trustee and the Securities Administrator such amounts as shall be
sufficient to cover reasonable compensation to the Indenture Trustee, the
Securities Administrator, each predecessor Indenture Trustee and Securities
Administrator and their respective agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances and disbursements made, by
the Indenture Trustee, the Securities Administrator and each predecessor
Indenture Trustee and Securities Administrator, except as a result of negligence
or bad faith, and any other amounts due the Indenture Trustee pursuant to
Section 6.7 and the Securities Administrator pursuant to Section 6.18.

     (e) Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any


                                       27
<PAGE>

Noteholder or to authorize the Indenture Trustee to vote in respect of the claim
of any Noteholder in any such proceeding except, as aforesaid, to vote for the
election of a trustee in bankruptcy or similar Person.

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

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

     SECTION 5.4.  Remedies; Priorities. (a) If an Event of Default shall have
occurred and be continuing, the Indenture Trustee, or the Securities
Administrator on its behalf, may, or at the written direction of Noteholders of
Notes evidencing not less than a majority of the Outstanding Amount of the
Controlling Class, shall, do one or more of the following (subject to Section
5.5 and 6.2(f)):

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

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

          (iii) exercise any remedies of a secured party under the UCC and take
     any other appropriate action to protect and enforce the rights and remedies
     of the Indenture Trustee, the Noteholders and the Counterparties; and

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

provided, however, the Securities Administrator may not sell or otherwise
liquidate the Indenture Trust Estate following an Event of Default, other than
Event of Default described in Section 5.1(i) or (ii), unless, (i) with respect
to any Event of Default described in Section 5.1(v) or (vi):


                                       28
<PAGE>

               (A) the holders of Notes evidencing 100% of the Outstanding
          Amount of the Controlling Class (excluding Notes held by a Seller, the
          Master Servicer or any of their respective Affiliates) consent
          thereto; or

               (B) the proceeds of such sale or liquidation are sufficient to
          pay in full the principal of and the accrued interest on the
          Outstanding Notes at the date of such sale; or

               (C) the Securities Administrator determines based solely on an
          analysis provided by an independent accounting firm which shall not be
          at the expense of the Securities Administrator that the Indenture
          Trust Estate will not continue to provide sufficient funds for the
          payment of principal of and interest on the Notes as they would have
          become due if the Notes had not been declared due and payable and
          obtains the consent of holders of Notes evidencing not less than 66?%
          of the Outstanding Amount of the Controlling Class; or

          (ii) with respect to an Event of Default described in Section 5.1(iii)
     or (iv):

               (A) the holders of all Outstanding Notes consent thereto; or

               (B) the proceeds of such sale or liquidation are sufficient to
          pay in full the principal of and accrued interest on the Outstanding
          Notes.

     In determining such sufficiency or insufficiency with respect to clauses
(i)(B) and (ii)(B) above, the Securities Administrator may, but need not, obtain
and rely upon an opinion of an Independent investment banking or accounting firm
of national reputation as to the feasibility of such proposed action and as to
the sufficiency of the Indenture Trust Estate for such purpose.

     (b) Notwithstanding the provisions of Section 8.2 of this Indenture or
Section 4.5 of the Sale and Servicing Agreement, if the Indenture Trustee
collects any money or property pursuant to liquidations of the Receivables in
accordance with this Article V, it shall pay out the money or property in the
following order of priority:

          (i) first, to the Master Servicer for due and unpaid Servicing Fees
     and, to the extent not previously retained from Collections, for any due
     and unpaid Receivables Servicer Servicing Fees;

          (ii) second, to the Indenture Trustee, the Securities Administrator,
     the Owner Trustee, the Master Servicer and the Administrator for all
     amounts due for fees and any other amounts payable to them hereunder and
     under the other Basic Documents;

          (iii) third, to the Counterparties for due and unpaid Net Swap
     Payments (including interest on any overdue Net Swap Payments), if any,
     ratably, according to the amount due under each Interest Rate Swap
     Agreement as Net Swap Payments (including interest on any overdue Net Swap
     Payments);

          (iv) fourth, in the following order of priority:


                                       29
<PAGE>

               (A) (x) to the Class A Noteholders for amounts due and unpaid on
          the Notes in respect of interest, ratably, without preference or
          priority of any kind, according to the amounts due and payable on the
          Class A Notes in respect of interest and (y) to the related
          Counterparties to pay any Priority Swap Termination Payments due to
          them under the Interest Rate Swap Agreements, ratable, without
          preference or priority of any kind, according to the amounts due as
          Priority Swap Termination Payments under each Interest Rate Swap
          Agreement; provided, that if the money and property available for
          distribution pursuant to this clause (A) is insufficient to pay the
          entire amount due under this clause (A), the shortfall shall be
          allocated between the amounts due under subclauses (x) and (y) ratably
          based on the ratio of respective amounts due under each such subclause
          to the total amount due under this clause (A);

               (B) to the Class A-1 Noteholders for amounts due and unpaid on
          the Class A-1 Notes in respect of principal, ratably, without
          preference or priority of any kind, according to the amounts due and
          payable on the Class A-1 Notes in respect of principal, until the
          Outstanding Amount of the Class A-1 Notes is reduced to zero;

               (C) to the Class A-2 Noteholders, Class A-3 Noteholders and Class
          A-4 Noteholders for amounts due and unpaid on the Class A-2 Notes,
          Class A-3 Notes and Class A-4 Notes in respect of principal, in the
          order of priority set forth in Section 8.2(d)(i) until the Outstanding
          Amount of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes is
          reduced to zero;

               (D) to the Class B Noteholders for amounts due and unpaid on the
          Notes in respect of interest, ratably, without preference or priority
          of any kind, according to the amounts due and payable on the Class B
          Notes in respect of interest;

               (E) to the Class B Noteholders for amounts due and unpaid on the
          Class B Notes in respect of principal, ratably, without preference or
          priority of any kind, according to the amounts due and payable on the
          Class B Notes in respect of principal, until the Outstanding Amount of
          the Class B Notes is reduced to zero;

               (F) to the Class C Noteholders for amounts due and unpaid on the
          Notes in respect of interest, ratably, without preference or priority
          of any kind, according to the amounts due and payable on the Class C
          Notes in respect of interest;

               (G) to the Class C Noteholders for amounts due and unpaid on the
          Class C Notes in respect of principal, ratably, without preference or
          priority of any kind, according to the amounts due and payable on the
          Class C Notes in respect of principal, until the Outstanding Amount of
          the Class C Notes is reduced to zero; and


                                       30
<PAGE>

               (H) any excess amounts remaining after making the payments
          described in above, to be applied pursuant to Section 8.2(c) to the
          extent that any amounts payable thereunder have not been previously
          paid as described above.

The Indenture Trustee, in consultation with the Securities Administrator, may
fix a record date and payment date for any payment to Noteholders pursuant to
this Section 5.4. At least 15 days before such record date, the Securities
Administrator shall mail to each Noteholder a notice that states the record
date, the payment date and the amount to be paid.

     (c) Upon a sale or other liquidation of the Receivables in the manner set
forth in Section 5.4(a), the Indenture Trustee shall cause the Securities
Administrator to provide reasonable prior notice of such sale or liquidation to
each Noteholder. A Noteholder may submit a bid with respect to such sale. For
the avoidance of doubt, the Depositor and any of its Affiliates may submit a bid
with respect to such sale.

     SECTION 5.5.  Optional Preservation of the Receivables. If the Notes have
been declared to be due and payable under Section 5.2 following an Event of
Default, and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may, but need not, elect to maintain possession
of the Indenture Trust Estate and apply proceeds as if there had been no
declaration of acceleration. It is the desire of the parties hereto and the
Noteholders that there be at all times sufficient funds for the payment of
principal of and interest on the Notes, and the Indenture Trustee shall take
such desire into account when determining whether or not to maintain possession
of the Indenture Trust Estate. In determining whether to maintain possession of
the Indenture Trust Estate, the Indenture Trustee may, but need not, obtain and
rely upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the
sufficiency of the Indenture Trust Estate for such purpose.

     SECTION 5.6.  Limitation of Suits. No Noteholder shall have any right to
institute any Proceeding, judicial or otherwise, with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

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

     (b) the holders of Notes evidencing not less than 25% of the Outstanding
Amount of the Controlling Class have made written request to the Indenture
Trustee to institute such Proceeding in respect of such Event of Default in its
own name as Indenture Trustee hereunder;

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

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


                                       31
<PAGE>

     (e) no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Noteholders of Notes
evidencing not less than a majority of the Outstanding Amount of the Controlling
Class.

     It is understood and intended that no one or more Noteholders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Noteholders or to obtain or to seek to obtain priority or preference over any
other Noteholders or to enforce any right under this Indenture, except in the
manner herein provided.

     In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Noteholders, each
evidencing less than a majority of the Outstanding Amount of the Controlling
Class, the Indenture Trustee shall act at the direction of the group of
Noteholders representing the greater principal amount of the Notes. If the
Indenture Trustee receives conflicting or inconsistent requests and indemnity
from two or more groups of Noteholders representing an equal Outstanding Amount
of the Controlling Class, the Indenture Trustee in its sole discretion may
determine what action, if any, shall be taken, notwithstanding any other
provisions of this Indenture. The Indenture Trustee shall be fully protected and
shall incur no liability for acting, or refraining from acting in accordance
with this Section.

     SECTION 5.7.  Unconditional Rights of Noteholders To Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, any Noteholder
shall have the right, which is absolute and unconditional, to receive payment of
the principal of and interest, if any, on its Note on or after the respective
due dates thereof expressed in such Note or in this Indenture (or, in the case
of prepayment pursuant to Article X, on or after the Prepayment Date) and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Noteholder.

     SECTION 5.8.  Restoration of Rights and Remedies. If the Indenture Trustee
or any Noteholder has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned for
any reason or has been determined adversely to the Indenture Trustee or to such
Noteholder, then and in every such case the Issuer, the Indenture Trustee and
the Noteholders shall, subject to any determination in such Proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Indenture Trustee and the Noteholders
shall continue as though no such Proceeding had been instituted.

     SECTION 5.9.  Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     SECTION 5.10.  Delay or Omission Not a Waiver. No delay or omission of the
Indenture Trustee or any Noteholder to exercise any right or remedy accruing
upon any Default


                                       32
<PAGE>

or Event of Default shall impair any such right or remedy or constitute a waiver
of any such Default or Event of Default or any acquiescence therein. Every right
and remedy given by this Article V or by law to the Indenture Trustee or to the
Noteholders may be exercised from time to time, and as often as may be deemed
expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

     SECTION 5.11.  Control by Controlling Class. The Noteholders of Notes
evidencing not less than a majority of the Outstanding Amount of the Controlling
Class shall have the right, subject to Section 6.2(f), to direct the time,
method and place of conducting any Proceeding for any remedy available to the
Indenture Trustee with respect to the Notes or exercising any trust or power
conferred on the Indenture Trustee; provided that:

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

     (b) subject to the express terms of Section 5.4, any direction to the
Securities Administrator to sell or liquidate the Indenture Trust Estate shall
be by Noteholders evidencing not less than 100% of the Outstanding Amount of the
Controlling Class;

     (c) if the conditions set forth in Section 5.5 have been satisfied and the
Indenture Trustee elects to retain the Indenture Trust Estate pursuant to such
Section 5.5, then any direction to the Securities Administrator by Noteholders
of Notes evidencing less than 100% of the Outstanding Amount of the Controlling
Class to sell or liquidate the Indenture Trust Estate shall be of no force and
effect; and

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

Notwithstanding the rights of Noteholders set forth in this Section 5.11,
subject to Section 6.1, the Securities Administrator need not take any action
that it determines might involve it in costs or expenses for which it would not
be indemnified to its satisfaction or expose it to personal liability or might
materially adversely affect or unduly prejudice the rights of any Noteholders
not consenting to such action.

     SECTION 5.12.  Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.2, the
holders of Notes evidencing not less than a majority of the Outstanding Amount
of the Controlling Class may waive any past Default or Event of Default and its
consequences except a Default (a) in the payment of principal of or interest on
any of the Notes or (b) in respect of a covenant or provision hereof that cannot
be amended, supplemented or modified without the consent of each Noteholder. In
the case of any such waiver, the Issuer, the Indenture Trustee and the
Noteholders shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereto.

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


                                       33
<PAGE>

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

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

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

     SECTION 5.16.  Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from the Indenture Trustee to do so, the Issuer
shall take all such lawful action as the Indenture Trustee may request to compel
or secure the performance and observance by the Seller of its obligations under
the Receivables Purchase Agreement and the Master Servicer of its obligations
under the Sale and Servicing Agreement and to exercise any and all rights,
remedies, powers and privileges lawfully available to the Issuer under or in
connection with the Sale and Servicing Agreement, to the extent and in the
manner directed by the Indenture Trustee, including the transmission of notices
of default on the part of the Seller or the Master Servicer thereunder and the
institution of legal or administrative actions or proceedings to compel or
secure performance by the Seller or the Master Servicer of each of their
obligations under the Receivables Purchase Agreement and the Sale and Servicing
Agreement, as applicable.


                                       34
<PAGE>

     (b) If an Event of Default has occurred and is continuing, the Indenture
Trustee may, and at the direction (which direction shall be in writing or by
telephone, confirmed in writing promptly thereafter) of the Noteholders of Notes
evidencing not less than a majority of the Outstanding Amount of the Controlling
Class shall, exercise all rights, remedies, powers, privileges and claims of the
Issuer against the Seller or the Master Servicer under or in connection with the
Receivables Purchase Agreement and the Sale and Servicing Agreement, including
the right or power to take any action to compel or secure performance or
observance by the Seller, or the Master Servicer, as the case may be, of each of
their obligations to the Issuer thereunder and to give any consent, request,
notice, direction, approval, extension, or waiver under the Sale and Servicing
Agreement and any right of the Issuer to take such action shall be suspended.

                                   ARTICLE VI

             THE INDENTURE TRUSTEE AND THE SECURITIES ADMINISTRATOR

     SECTION 6.1.  Duties of Indenture Trustee. (a) If an Event of Default has
occurred and is continuing, the Indenture Trustee shall exercise the rights and
powers vested in it by this Indenture and use the same degree of care and skill
in their exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs.

     (b) Except during the continuance of an Event of Default:

               (i) the Indenture Trustee undertakes to perform such duties and
          only such duties as are specifically set forth in this Indenture, no
          implied covenants or obligations shall be read into this Indenture
          against the Indenture Trustee and the Indenture Trustee shall not be a
          trustee for or have any fiduciary obligation to the Issuer; and

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

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

               (i) this paragraph does not limit the effect of paragraph (b) of
          this Section 6.1;

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

               (iii) the Indenture Trustee shall not be liable with respect to
          any action it takes or omits to take in good faith in accordance with
          any of the Noteholders given in accordance with the terms of this
          Indenture; and


                                       35
<PAGE>

               (iv) the Indenture Trustee shall not have any responsibility for
          (A) any recording, filing, or depositing of this Indenture or any
          agreement referred to herein or any financing statement or
          continuation statement evidencing a security interest, or the
          maintenance of any such recording or filing or depositing or to any
          re-recording, refiling or redepositing of any thereof, (B) any
          insurance, (C) the payment or discharge of any tax, assessment, or
          other governmental charge or any lien or encumbrance of any kind owing
          with respect to, assessed or levied against, any part of the Indenture
          Trust Estate other than from funds available in the Collection
          Account, (D) except as otherwise set forth in Section 6.1(b)(ii), the
          confirmation or verification of the contents of any reports or
          certificates of the Master Servicer delivered to the Indenture Trustee
          pursuant to this Indenture believed by the Indenture Trustee to be
          genuine and to have been signed or presented by the proper party or
          parties.

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

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

     (f) No provision of this Indenture shall require the Indenture Trustee to
expend or risk its own funds or otherwise incur liability, financial or
otherwise, in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers, if it shall have reasonable grounds to believe
that repayment of such funds or indemnity satisfactory to it against such risk
or liability is not reasonably assured to it, and none of the provisions
contained in this Indenture shall in any event require the Indenture Trustee to
perform, or be responsible for the manner of performance of, any of the
obligations of the Master Servicer under this Indenture except during such time,
if any, as the Indenture Trustee shall be the successor to, and be vested with
the rights, duties, powers and privileges of the Master Servicer in accordance
with the terms of this Indenture.

     (g) Every provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Indenture Trustee shall be
subject to the provisions of this Section 6.1 and to the provisions of the TIA.

     (h) The Indenture Trustee shall not be charged with knowledge of any Event
of Default unless either (1) a Trustee Officer shall have actual knowledge of
such Event of Default or (2) written notice of such Event of Default shall have
been given to the Indenture Trustee in accordance with the provisions of this
Indenture.

     SECTION 6.2.  Rights of Indenture Trustee. (a) The Indenture Trustee may
conclusively rely and shall be fully 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 believed by it to be genuine and to have been signed or presented by
the proper Person. The Indenture Trustee need not investigate any fact or
matters stated in any such document.


                                       36
<PAGE>

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

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

     (d) Neither the Indenture Trustee nor any of its officers, directors,
employees or agents shall be liable for any action it takes or omits to take in
good faith which it believes to be authorized or within its rights or powers;
provided, however, that such action or omission by the Indenture Trustee does
not constitute willful misconduct, negligence or bad faith.

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

     (f) The Indenture Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture or to institute, conduct or
defend any litigation hereunder or in relation hereto or to honor 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 reasonable costs, expenses,
disbursements, advances and liabilities which might be incurred by it, its
agents and its counsel in compliance with such request or direction.

     (g) Any request or direction of the Issuer mentioned herein shall be
sufficiently evidenced by an Issuer Request.

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

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

     (j) Except as otherwise provided in Section 8.3(c) the Indenture Trustee
shall have no obligation to invest and reinvest any cash held in the Collection
Account or any other account held by the Indenture Trustee in the absence of
timely and specific written investment direction from the Master Servicer. In no
event shall the Indenture Trustee be liable for the selection of investments or
for investment losses incurred thereon. The Indenture Trustee shall have no
liability in respect of losses incurred as a result of the liquidation of any
investment prior to its stated maturity or the failure of the Master Servicer to
provide timely written investment direction.


                                       37
<PAGE>

     (k) In no event shall the Indenture Trustee or any agent of the Indenture
Trustee be obligated or responsible for preparing, executing, filing or
delivering in respect of the Trust or on behalf of another person, either (A)
subject to Section 7.4, any report or filing required or permitted by the
Commission to be prepared, executed, filed or delivered by or in respect of the
Trust or another Person, or (B) any certification in respect of any such report
or filing.

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

     (m) So long as the Indenture Trustee shall serve as Note Registrar
hereunder, the Indenture Trustee in such capacity shall be afforded all of the
rights, protections, immunities and indemnities provided to the Indenture
Trustee hereunder.

     SECTION 6.3.  Individual Rights of Indenture Trustee. The Indenture
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with
the same rights it would have if it were not Indenture Trustee. Any Note Paying
Agent, Note Registrar, co-registrar or co-paying agent hereunder may do the same
with like rights.

     SECTION 6.4.  Indenture Trustee's Disclaimer. The Indenture Trustee (i)
shall not be responsible for, and makes no representation as to, the validity or
adequacy of this Indenture or the Notes and (ii) shall not be accountable for
the Issuer's use of the proceeds from the Notes, or responsible for any
statement of the Issuer in this Indenture or in any document issued in
connection with the sale of the Notes or in the Notes (all of which shall be
taken as statements of the Issuer) other than the Indenture Trustee's
certificate of authentication.

     SECTION 6.5.  Notice of Defaults. If a Default occurs and is continuing and
if it is known to a Trustee Officer of the Indenture Trustee, the Indenture
Trustee shall mail, or cause the Securities Administrator to mail, to each
Noteholder and each Counterparty notice of such Default within ninety days after
it occurs. Except in the case of a Default in payment of principal of or
interest on any Note (including payments pursuant to the mandatory redemption
provisions of such Note), the Indenture Trustee may withhold the notice if and
so long as a committee of its Trustee Officers in good faith determines that
withholding the notice is in the interests of Noteholders and each Counterparty.

     SECTION 6.6.  [Reserved].

     SECTION 6.7.  Compensation and Indemnity. (a) The Indenture Trustee shall
be paid the fees and any other amounts payable to it, agreed to in a separate
written agreement among the Issuer, the Securities Intermediary and the
Indenture Trustee, as the same may be amended from time to time, in accordance
with Sections 6.18 and 8.2(c). The Indenture Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Issuer
shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses,
disbursements and advances incurred or made by it in accordance with any of the
provisions hereof and any other documents executed in connection herewith,
including costs of collection, in addition to the


                                       38
<PAGE>

compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Indenture Trustee's
agents, counsel, accountants and experts. The Issuer shall indemnify the
Indenture Trustee and its officers, directors, employees, representatives and
agents for, and to hold them harmless against, any and all expenses,
obligations, liabilities, losses, damages, injuries (to person, property, or
natural resources), penalties, stamp or other similar taxes, actions, suits,
judgments, reasonable costs and expenses (including reasonable attorney's and
agent's fees and expenses) of whatever kind of nature regardless of their merit,
incurred by it in connection with the administration of this trust and the
performance of its duties hereunder, including the costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder. The Indenture Trustee
shall notify the Issuer promptly of any claim for which it may seek indemnity.
Failure by the Indenture Trustee to so notify the Issuer shall not relieve the
Issuer of its obligations hereunder. The Issuer shall defend any such claim, and
the Indenture Trustee may have separate counsel and the Issuer shall pay the
fees and expenses of such counsel. The Issuer shall not be required to reimburse
any expense or indemnity against any loss, liability or expense incurred by the
Indenture Trustee through the Indenture Trustee's own willful misconduct,
negligence or bad faith. All amounts payable to the Indenture Trustee under this
Section shall be paid to the Indenture Trustee in accordance with Section 6.18
(in the case of fees of the Indenture Trustee) and Section 8.2(c) (as to any
other amounts).

     (b) The Issuer's payment obligations to the Indenture Trustee pursuant to
this Section 6.7 shall survive the resignation or removal of the Indenture
Trustee and the discharge of this Indenture. When the Indenture Trustee incurs
expenses after the occurrence of a Default specified in Section 5.1(iv) or (v)
with respect to the Issuer, the expenses are intended to constitute expenses of
administration under Title 11 of the United States Code or any other applicable
federal or State bankruptcy, insolvency or similar law.

     SECTION 6.8.  Replacement of Indenture Trustee. (a) No resignation or
removal of the Indenture Trustee, and no appointment of a successor Indenture
Trustee, shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.8 and payment in full of
all sums due to the Indenture Trustee pursuant to Section 6.7. The holders of
Notes evidencing not less than a majority in principal amount of the Outstanding
Notes may remove the Indenture Trustee without cause by so notifying the
Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee.
The Issuer shall remove the Indenture Trustee if:

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

               (ii) an Insolvency Event occurs with respect to the Indenture
          Trustee;

               (iii) a receiver or other public officer takes charge of the
          Indenture Trustee or its property; or

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

The Indenture Trustee may resign at any time by giving 30 days' written notice
to the Issuer and the Depositor, and will provide all information reasonably
requested by the Depositor in order to


                                       39
<PAGE>

comply with its reporting obligation under Item 6.02 of Form 8-K with respect to
the resignation of the Indenture Trustee. If the Indenture Trustee resigns or is
removed or if a vacancy exists in the office of Indenture Trustee for any reason
(the Indenture Trustee in such event being referred to herein as the retiring
Indenture Trustee), the Issuer shall promptly appoint a successor Indenture
Trustee.

     (b) Any successor Indenture Trustee shall deliver a written acceptance of
its appointment to the retiring Indenture Trustee and to the Issuer and shall
also provide all information reasonably requested by the Depositor in order to
comply with its reporting obligation under the Exchange Act with respect to the
replacement Indenture Trustee. Any successor Indenture Trustee shall also
deliver to the Master Servicer a written assumption of the duties of the
Indenture Trustee under the Sale and Servicing Agreement. Thereupon, if all sums
due the retiring Indenture Trustee pursuant to Section 6.7 have been paid in
full, the resignation or removal of the retiring Indenture Trustee shall become
effective, the successor Indenture Trustee shall have all the rights, powers and
duties of the Indenture Trustee under this Indenture and the resigning Indenture
Trustee shall be relieved of all of its obligations hereunder. The successor
Indenture Trustee shall mail a notice of its succession to Noteholders. If all
sums due the retiring Indenture Trustee pursuant to Section 6.7 have been paid
in full, the retiring Indenture Trustee shall promptly transfer all property
held by it as Indenture Trustee to the successor Indenture Trustee and notify
the Depositor of such appointment.

     (c) If a successor Indenture Trustee does not take office within 90 days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the holders of Notes evidencing not less than a
majority in the Outstanding Amount of the Controlling Class may petition any
court of competent jurisdiction for the appointment of a successor Indenture
Trustee. If the Indenture Trustee fails to comply with Section 6.11, any
Noteholder who has been a bona fide Noteholder for at least six months may
petition any court of competent jurisdiction for the removal of the Indenture
Trustee and the appointment of a successor Indenture Trustee.

     (d) Notwithstanding the replacement of the Indenture Trustee pursuant to
this Section 6.8, the obligations of the Issuer under Section 6.7 shall continue
for the benefit of the retiring Indenture Trustee.

     SECTION 6.9.  Successor Indenture Trustee by Merger. (a) If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation
or banking association, the resulting, surviving or transferee corporation or
banking association without any further act shall be the successor Indenture
Trustee; provided that such corporation or banking association shall be
otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall
provide the Depositor with written notice of any such transaction and shall
provide the Depositor with written notice of such event no later than ten
Business Days after the effective date of such merger, together with the
information reasonably requested by the Depositor in order to comply with its
reporting obligation under the Exchange Act with respect to a successor
Indenture Trustee.

     (b) In case at the time such successor or successors by merger, conversion
or consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of


                                       40
<PAGE>

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

     SECTION 6.10.  Appointment of Co-Indenture Trustee or Separate Indenture
Trustee. (a) Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Indenture Trust Estate may at the time be located, the
Indenture Trustee shall have the power and may execute and deliver an instrument
to appoint one or more Persons to act as a co-trustee or co-trustees, or
separate trustee or separate trustees, of all or any part of the Trust, and to
vest in such Person or Persons, in such capacity and for the benefit of the
Noteholders, such title to the Indenture Trust Estate, or any part hereof, and,
subject to the other provisions of this Section 6.10, such powers, duties,
obligations, rights and trusts as the Indenture Trustee may consider necessary
or desirable. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 6.11 and no
notice to Noteholders of the appointment of any co-trustee or separate trustee
shall be required under Section 6.8.

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

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

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

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

     (c) Any notice, request or other writing given to the Indenture Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Indenture and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified


                                       41
<PAGE>

in its instrument of appointment, either jointly with the Indenture Trustee or
separately, as may be provided therein, subject to all the provisions of this
Indenture, specifically including every provision of this Indenture relating to
the conduct of, affecting the liability of, or affording protection to, the
Indenture Trustee. Every such instrument shall be filed with the Indenture
Trustee.

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

     (e) The Issuer shall pay to any co-trustee or separate trustee appointed
hereunder reasonable compensation, and to reimburse such co-trustee or separate
trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by it or them in accordance with any provisions of this
Indenture or any other Basic Document except any such expense, disbursement or
advance as may be attributable to its negligence or bad faith. In no event shall
the Indenture Trustee be obligated to pay any fee or expense of any separate
trustee or co-trustee.

     SECTION 6.11.  Eligibility; Disqualification. (a) The Indenture Trustee
shall at all times satisfy the requirements of TIA Section 310(a). The Indenture
Trustee or its parent shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of condition
and shall have a long-term debt rating of investment grade by each of the Rating
Agencies or shall otherwise be acceptable to each of the Rating Agencies. The
Indenture Trustee shall comply with TIA Section 310(b).

     (b) Within 90 days after ascertaining the occurrence of an Event of Default
which shall not have been cured or waived, unless authorized by the Commission,
the Indenture Trustee shall resign with respect to the Class A Notes, the Class
B Notes and/or the Class C Notes in accordance with Section 6.8 of this
Indenture, and the Issuer shall appoint a successor Indenture Trustee for each
of such Classes, as applicable, so that there will be separate Indenture
Trustees for the Class A Notes, the Class B Notes and the Class C Notes. In the
event the Indenture Trustee fails to comply with the terms of the preceding
sentence, the Indenture Trustee shall comply with clauses (ii) and (iii) of TIA
Section 310(b).

     (c) In the case of the appointment hereunder of a successor Indenture
Trustee with respect to any Class of Notes pursuant to this Section 6.11, the
Issuer, the retiring Indenture Trustee and the successor Indenture Trustee with
respect to such Class of Notes shall execute and deliver an indenture
supplemental hereto wherein each successor Indenture Trustee shall accept such
appointment and which (i) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, the successor Indenture
Trustee all the rights, powers, trusts and duties of the retiring Indenture
Trustee with respect to the Notes of the Class to which the appointment of such
successor Indenture Trustee relates, (ii) if the retiring Indenture Trustee is
not retiring with respect to all Classes of Notes, shall contain such provisions
as shall


                                       42
<PAGE>

be deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Indenture Trustee with respect to the Notes of each
Class as to which the retiring Indenture Trustee is not retiring shall continue
to be vested in the Indenture Trustee and (iii) shall 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 supplemental
indenture shall constitute such Indenture Trustees co-trustees of the same trust
and that each such Indenture Trustee shall be a trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Indenture Trustee; and upon the removal of the retiring Indenture
Trustee shall become effective to the extent provided herein.

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

     SECTION 6.13.  Duties of Securities Administrator. (a) If an Event of
Default has occurred and is continuing, the Securities Administrator shall
exercise the rights and powers vested in it by this Indenture and use the same
degree of care and skill in their exercise as a prudent Person would exercise or
use under the circumstances in the conduct of such Person's own affairs.

     (b) Except during the continuance of an Event of Default:

          (i) the Securities Administrator undertakes to perform such duties and
     only such duties as are specifically set forth in this Indenture, no
     implied covenants or obligations shall be read into this Indenture against
     the Securities Administrator and the Securities Administrator shall not be
     a trustee for or have any fiduciary obligation to the Issuer; and

          (ii) in the absence of bad faith on its part, the Securities
     Administrator may conclusively rely, as to the truth of the statements and
     the correctness of the opinions expressed therein, upon certificates or
     opinions furnished to the Securities Administrator and, if required by the
     terms of this Indenture, conforming to the requirements of this Indenture;
     provided, however, that the Securities Administrator shall examine the
     certificates and opinions to determine whether or not they conform to the
     requirements of this Indenture.

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

          (i) this paragraph does not limit the effect of paragraph (b) of this
     Section 6.13;

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


                                       43
<PAGE>

          (iii) the Securities Administrator shall not be liable with respect to
     any action it takes or omits to take in good faith in accordance with any
     of the Noteholders given in accordance with the terms of this Indenture;
     and

          (iv) the Securities Administrator shall not have any responsibility
     for (A) any recording, filing, or depositing of this Indenture or any
     agreement referred to herein or any financing statement or continuation
     statement evidencing a security interest, or the maintenance of any such
     recording or filing or depositing or to any re-recording, refiling or
     redepositing of any thereof, (B) any insurance, (C) the payment or
     discharge of any tax, assessment, or other governmental charge or any lien
     or encumbrance of any kind owing with respect to, assessed or levied
     against, any part of the Indenture Trust Estate other than from funds
     available in the Collection Account, (D) except as otherwise set forth in
     Section 6.13(b)(ii), the confirmation or verification of the contents of
     any reports or certificates of the Master Servicer delivered to the
     Securities Administrator pursuant to this Indenture believed by the
     Securities Administrator to be genuine and to have been signed or presented
     by the proper party or parties.

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

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

     (f) No provision of this Indenture shall require the Securities
Administrator to expend or risk its own funds or otherwise incur liability,
financial or otherwise, in the performance of any of its duties hereunder or in
the exercise of any of its rights or powers, if it shall have reasonable grounds
to believe that repayment of such funds or indemnity satisfactory to it against
such risk or liability is not reasonably assured to it, and none of the
provisions contained in this Indenture shall in any event require the Securities
Administrator to perform, or be responsible for the manner of performance of,
any of the obligations of the Master Servicer under this Indenture except during
such time, if any, as the Securities Administrator shall be the successor to,
and be vested with the rights, duties, powers and privileges of the Master
Servicer in accordance with the terms of this Indenture.

     (g) Every provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Securities Administrator shall
be subject to the provisions of this Section 6.13 and to the provisions of the
TIA.

     (h) The Securities Administrator shall not be charged with knowledge of any
Event of Default unless either (1) a Securities Administrator Officer shall have
actual knowledge of such Event of Default or (2) written notice of such Event of
Default shall have been given to the Securities Administrator in accordance with
the provisions of this Indenture.

     SECTION 6.14.  Rights of Securities Administrator. (a) The Securities
Administrator may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent,


                                       44
<PAGE>

order, bond, debenture or other paper or document believed by it to be genuine
and to have been signed or presented by the proper Person. The Securities
Administrator need not investigate any fact or matters stated in any such
document.

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

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

     (d) Neither the Securities Administrator nor any of its officers,
directors, employees or agents shall be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers; provided, however, that such action or omission by the Securities
Administrator does not constitute willful misconduct, negligence or bad faith.

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

     (f) The Securities Administrator shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture or to institute,
conduct or defend any litigation hereunder or in relation hereto or to honor the
request or direction of any of the Noteholders pursuant to this Indenture unless
such Noteholders shall have offered to the Securities Administrator security or
indemnity reasonably satisfactory to it against the reasonable costs, expenses,
disbursements, advances and liabilities which might be incurred by it, its
agents and its counsel in compliance with such request or direction.

     (g) Any request or direction of the Issuer mentioned herein shall be
sufficiently evidenced by an Issuer Request.

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

     (i) The Securities Administrator shall not be required to give any bond or
surety in respect of the execution of the Trust Estate created hereby or the
powers granted hereunder.

     (j) Except as otherwise provided in Section 8.3(c), the Securities
Administrator shall have no obligation to invest and reinvest any cash held in
the Collection Account or any other account held by the Securities Administrator
in the absence of timely and specific written


                                       45
<PAGE>

investment direction from the Master Servicer. In no event shall the Securities
Administrator be liable for the selection of investments or for investment
losses incurred thereon. The Securities Administrator shall have no liability in
respect of losses incurred as a result of the liquidation of any investment
prior to its stated maturity or the failure of the Master Servicer to provide
timely written investment direction.

     (k) In no event shall the Securities Administrator or any agent of the
Securities Administrator be obligated or responsible for preparing, executing,
filing or delivering in respect of the Trust or on behalf of another person,
either (A) subject to Section 7.4, any report or filing required or permitted by
the Commission to be prepared, executed, filed or delivered by or in respect of
the Trust or another Person, or (B) any certification in respect of any such
report or filing.

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

     (m) So long as the Securities Administrator shall serve as Note Registrar
or Note Paying Agent hereunder, the Securities Administrator in such capacity
shall be afforded all of the rights, protections, immunities and indemnities
provided to the Securities Administrator hereunder.

     SECTION 6.15.  Individual Rights of Securities Administrator. The
Securities Administrator, in its individual or any other capacity, may become
the owner or pledgee of Notes and may otherwise deal with the Issuer or its
Affiliates with the same rights it would have if it were not Securities
Administrator. Any Note Paying Agent, Note Registrar, co-registrar or co-paying
agent hereunder may do the same with like rights.

     SECTION 6.16.  Securities Administrator's Disclaimer. The Securities
Administrator (i) shall not be responsible for, and makes no representation as
to, the validity or adequacy of this Indenture or the Notes and (ii) shall not
be accountable for the Issuer's use of the proceeds from the Notes, or
responsible for any statement of the Issuer in this Indenture or in any document
issued in connection with the sale of the Notes or in the Notes (all of which
shall be taken as statements of the Issuer) other than the Securities
Administrator's certificate of authentication.

     SECTION 6.17.  Reports by Securities Administrator to Noteholders. Upon
delivery to the Securities Administrator by the Master Servicer of such
information prepared by the Master Servicer pursuant to Section 3.8 of the Sale
and Servicing Agreement as may be required to enable each Noteholder to prepare
its federal and State income tax returns, the Securities Administrator shall
deliver such information to the Noteholders.

     SECTION 6.18.  Compensation and Indemnity. (a) The Securities Administrator
shall be paid the fees and any other amounts payable to it, agreed to in a
separate written agreement among the Issuer, the Indenture Trustee and the
Securities Administrator, as the same may be amended from time to time, in
accordance with Section 8.2(c). The Securities Administrator's compensation
shall not be limited by any law on compensation of a trustee of an express
trust.


                                       46
<PAGE>

From the fees paid to the Securities Administrator, the Securities Administrator
shall pay the fees payable to the Indenture Trustee pursuant to Section 6.7. The
Issuer shall reimburse the Securities Administrator for all reasonable
out-of-pocket expenses, disbursements and advances incurred or made by it in
accordance with any of the provisions hereof and any other documents executed in
connection herewith, including costs of collection, in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Securities
Administrator's agents, counsel, accountants and experts. The Issuer shall
indemnify the Securities Administrator and its officers, directors, employees,
representatives and agents for, and to hold them harmless against, any and all
expenses, obligations, liabilities, losses, damages, injuries (to person,
property, or natural resources), penalties, stamp or other similar taxes,
actions, suits, judgments, reasonable costs and expenses (including reasonable
attorney's and agent's fees and expenses) of whatever kind of nature regardless
of their merit, incurred by it in connection with the administration of this
trust and the performance of its duties hereunder, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder. The
Securities Administrator shall notify the Issuer promptly of any claim for which
it may seek indemnity. Failure by the Securities Administrator to so notify the
Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer
shall defend any such claim, and the Securities Administrator may have separate
counsel and the Issuer shall pay the fees and expenses of such counsel. The
Issuer shall not be required to reimburse any expense or indemnity against any
loss, liability or expense incurred by the Securities Administrator through the
Securities Administrator's own willful misconduct, negligence or bad faith. All
amounts payable to the Securities Administrator under this Section shall be paid
to the Securities Administrator in accordance with Section 8.2(c).

     (b) The Issuer's payment obligations to the Securities Administrator
pursuant to this Section 6.18 shall survive the resignation or removal of the
Securities Administrator and the discharge of this Indenture. When the
Securities Administrator incurs expenses after the occurrence of a Default
specified in Section 5.1(iv) or (v) with respect to the Issuer, the expenses are
intended to constitute expenses of administration under Title 11 of the United
States Code or any other applicable federal or State bankruptcy, insolvency or
similar law.

     SECTION 6.19.  Replacement of Securities Administrator. (a) No resignation
or removal of the Securities Administrator, and no appointment of a successor
Securities Administrator, shall become effective until the acceptance of
appointment by the successor Securities Administrator pursuant to this Section
6.19 and payment in full of all sums due to the Securities Administrator
pursuant to Section 6.18. The holders of Notes evidencing not less than a
majority in principal amount of the Notes may remove the Securities
Administrator without cause by so notifying the Securities Administrator and the
Issuer and may appoint a successor Securities Administrator. The Issuer shall
remove the Securities Administrator if:

          (i) the Securities Administrator fails to comply with Section 6.21;

          (ii) an Insolvency Event occurs with respect to the Securities
     Administrator;

          (iii) a receiver or other public officer takes charge of the
     Securities Administrator or its property; or


                                       47
<PAGE>

          (iv) the Securities Administrator otherwise becomes incapable of
     acting.

The Securities Administrator may resign at any time by giving 30 days' written
notice to the Issuer. If the Securities Administrator resigns or is removed or
if a vacancy exists in the office of Securities Administrator for any reason
(the Securities Administrator in such event being referred to herein as the
retiring Securities Administrator), the Issuer shall promptly appoint a
successor Securities Administrator.

     (b) Any successor Securities Administrator shall deliver a written
acceptance of its appointment to the retiring Securities Administrator and to
the Issuer. Any successor Securities Administrator shall also deliver to the
Master Servicer a written assumption of the duties of the Securities
Administrator under the Sale and Servicing Agreement. Thereupon, if all sums due
the retiring Securities Administrator pursuant to Section 6.18 have been paid in
full, the resignation or removal of the retiring Securities Administrator shall
become effective, the successor Securities Administrator shall have all the
rights, powers and duties of the Securities Administrator under this Indenture
and the resigning Securities Administrator shall be relieved of all of its
obligations hereunder. The successor Securities Administrator shall mail a
notice of its succession to Noteholders. If all sums due the retiring Securities
Administrator pursuant to Section 6.18 have been paid in full, the retiring
Securities Administrator shall promptly transfer all property held by it as
Securities Administrator to the successor Securities Administrator.

     (c) If a successor Securities Administrator does not take office within 90
days after the retiring Securities Administrator resigns or is removed, the
retiring Securities Administrator, the Issuer or the holders of Notes evidencing
not less than a majority in the Outstanding Amount of the Controlling Class may
petition any court of competent jurisdiction for the appointment of a successor
Securities Administrator. If the Securities Administrator fails to comply with
Section 6.21, any Noteholder who has been a bona fide Noteholder for at least
six months may petition any court of competent jurisdiction for the removal of
the Securities Administrator and the appointment of a successor Securities
Administrator.

     (d) Notwithstanding the replacement of the Securities Administrator
pursuant to this Section 6.19, the obligations of the Issuer under Section 6.18
shall continue for the benefit of the retiring Securities Administrator.

     SECTION 6.20.  Successor Securities Administrator by Merger. (a) If the
Securities Administrator consolidates with, merges or converts into, or
transfers all or substantially all its corporate trust business or assets to,
another corporation or banking association, the resulting, surviving or
transferee corporation or banking association without any further act shall be
the successor Securities Administrator; provided that such corporation or
banking association shall be otherwise qualified and eligible under Section
6.21.

     (b) In case at the time such successor or successors by merger, conversion
or consolidation to the Securities Administrator shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Securities Administrator may adopt the
certificate of authentication of any predecessor securities administrator, and
deliver such Notes so authenticated; and in case at that time any of the Notes
shall not have been authenticated, any successor to the Securities Administrator
may authenticate


                                       48
<PAGE>

such Notes either in the name of any predecessor hereunder or in the name of the
successor to the Securities Administrator. In all such cases such certificates
shall have the full force which it is provided anywhere in the Notes or in this
Indenture that the certificate of the Securities Administrator shall have.

     SECTION 6.21.  Eligibility; Disqualification. The Securities Administrator
shall at all times satisfy the requirements of TIA Section 310(a). The
Securities Administrator or its parent shall have a combined capital and surplus
of at least $50,000,000 as set forth in its most recent published annual report
of condition and shall have a long-term debt rating of investment grade by each
of the Rating Agencies or shall otherwise be acceptable to each of the Rating
Agencies. The Securities Administrator shall comply with TIA Section 310(b).

                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

     SECTION 7.1.  Issuer To Furnish Indenture Trustee Names and Addresses of
Noteholders. The Issuer shall furnish or cause to be furnished to the Securities
Administrator (a) not more than five days after each Record Date, a list, in
such form as the Securities Administrator may reasonably require, of the names
and addresses of the Noteholders as of such Record Date and (b) at such other
times as the Securities Administrator may request in writing, within 30 days
after receipt by the Issuer of any such request, a list of similar form and
content as of a date not more than ten days prior to the time such list is
furnished; provided, however, that (i) so long as the Securities Administrator
is the Note Registrar, no such list shall be required to be furnished and (ii)
no such list shall be required to be furnished with respect to Noteholders of
Book-Entry Notes.

     SECTION 7.2.  Preservation of Information; Communications to Noteholders.

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

     (b) Noteholders may communicate pursuant to TIA Section 312(b) with other
Noteholders with respect to their rights under this Indenture or under the
Notes. Upon receipt by the Securities Administrator of any request by three or
more Noteholders or by one or more holders of Notes evidencing not less than 25%
of the Outstanding Amount of the Notes Outstanding to receive a copy of the
current list of Noteholders (whether or not made pursuant to TIA Section
312(b)), the Securities Administrator shall promptly notify the Issuer thereof
by providing to the Issuer a copy of such request and a copy of the list of
Noteholders produced in response thereto.

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


                                       49
<PAGE>

     SECTION 7.3.  Reports by Issuer. (a) The Issuer shall:

          (i) to the extent such reports, information and documents are not
     available electronically pursuant to EDGAR, file with the Indenture Trustee
     and the Securities Administrator, within 15 days after the Issuer is
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents and other reports (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations prescribe) that the Issuer may be required to file
     with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

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

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

     (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer
shall correspond to the calendar year.

     SECTION 7.4.  Reports by Securities Administrator.

     (a) If required by TIA Section 313(a), within 60 days after each May 15,
beginning with May 15, 2008, the Indenture Trustee shall prepare, and the
Securities Administrator shall mail to each Noteholder as required by TIA
Section 313(c) a brief report dated as of such date that complies with TIA
Section 313(a). The Indenture Trustee and the Securities Administrator also
shall comply with TIA Section 313(b).

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

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

     SECTION 8.1.  Collection of Money. Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other property payable to or
receivable by the Indenture Trustee pursuant to this Indenture, the Interest
Rate Swap Agreements and the Sale and Servicing Agreement. All such money
received by the Indenture Trustee or the Securities Administrator shall be
applied as provided in this


                                       50
<PAGE>

Indenture and the Sale and Servicing Agreement. Except as otherwise expressly
provided in this Indenture, if any default occurs in the making of any payment
or performance under any agreement or instrument that is part of the Indenture
Trust Estate, the Indenture Trustee may take such action as may be appropriate
to enforce such payment or performance, including the institution and
prosecution of appropriate Proceedings. Any such action shall be without
prejudice to any right to claim a Default or Event of Default under this
Indenture and any right to proceed thereafter as provided in Article V.

     SECTION 8.2.  Trust Accounts.

     (a) On or prior to the Closing Date, the Issuer shall cause the Master
Servicer to establish and maintain the Trust Accounts as provided in Section 4.1
of the Sale and Servicing Agreement.

     (b) On or before each Determination Date, the Master Servicer shall deposit
all Available Collections with respect to the Collection Period preceding such
Payment Date in the Collection Account as provided in Sections 4.2, 4.3 and 4.4
of the Sale and Servicing Agreement.

     (c) On each Payment Date, the Securities Administrator (based on the
information contained in the Investor Report delivered on or before the related
Determination Date pursuant to Section 3.8 of the Sale and Servicing Agreement)
shall make the following withdrawals from the Collection Account and make
deposits, distributions and payments, to the extent of Available Collections for
such Payment Date, in the following order of priority:

          (i) first, to the Master Servicer, the Servicing Fee and all unpaid
     Servicing Fees from prior Collection Periods and to the extent not
     previously retained from Collections, any due and unpaid Receivables
     Servicer Servicing Fees;

          (ii) second, to the Administrator, the Administrator Fee and any other
     amounts payable to the Indenture Trustee, the Securities Administrator, the
     Owner Trustee, the Master Servicer and the Administrator hereunder and
     under the other Basic Documents; provided that the cumulative amount that
     are not fees paid to them in the aggregate pursuant to this clause (ii)
     shall not exceed $100,000 in any consecutive twelve month period;

          (iii) third, to the Counterparties for due and unpaid Net Swap
     Payments (including interest on any overdue Net Swap Payments), if any,
     ratably, according to the amount due under each Interest Rate Swap
     Agreement as Net Swap Payments (including interest on any overdue Net Swap
     Payments);

          (iv) fourth, (x) to the Class A Noteholders, the Accrued Class A Note
     Interest ratably, without preference or priority of any kind, according to
     the amounts due for accrued interest on each subclass of Class A Notes and
     (y) to the related Counterparties to pay any Priority Swap Termination
     Payments due to them under the Interest Rate Swap Agreement, ratably,
     without preference or priority of any kind, according to the amounts due as
     Priority Swap Termination Payments under each Interest Rate Swap Agreement;
     provided, that if there are not sufficient funds available to pay the
     entire


                                       51
<PAGE>

     amount due under this clause (iv), the shortfall shall be allocated between
     the amounts due under subclauses (x) and (y) ratably based on the ratio of
     respective amounts due under each such subclause to the total amount due
     under this clause (iv);

          (v) fifth, to the Principal Distribution Account, an amount equal to
     the First Allocation of Principal, if any;

          (vi) sixth, to the Class B Noteholders, the Accrued Class B Note
     Interest;

          (vii) seventh, to the Principal Distribution Account, an amount equal
     to the Second Allocation of Principal, if any, reduced by the First
     Allocation of Principal, if any, paid pursuant to clause (v) above;

          (viii) eighth, to the Class C Noteholders, the Accrued Class C Note
     Interest;

          (ix) ninth, to the Principal Distribution Account, an amount equal to
     the Regular Principal Allocation reduced by the First Allocation of
     Principal, if any, paid pursuant to clause (v) above and the Second
     Allocation of Principal, if any, paid pursuant to clause (vii) above;

          (x) tenth, to the Indenture Trustee, the Securities Administrator, the
     Owner Trustee, the Master Servicer and the Administrator, ratably, any fees
     and other amounts payable to them hereunder and under the other Basic
     Documents to the extent not paid under clause (ii) above due to the
     limitation in clause (ii) above;

          (xi) eleventh, to pay any Swap Termination Payments due to the
     Counterparties that were not paid under clause (iv) immediately above; and

          (xii) twelfth, the remainder, if any, to the Certificate Distribution
     Account.

     (d) On each Payment Date, the Securities Administrator (based on the
information contained in the Investor Report delivered on or before the related
Determination Date pursuant to Section 3.8 of the Sale and Servicing Agreement)
shall withdraw the funds deposited in the Principal Distribution Account on such
Payment Date and make distributions and payments in the following order of
priority:

          (i) first, to the Class A Noteholders, in the following order and
     priority, the Class A Principal Payment Amount for such Payment Date:

               (A) to the Class A-1 Noteholders on account of principal until
          the Outstanding Amount of the Class A-1 Notes is reduced to zero;

               (B) to the Class A-2 Noteholders, on account of principal until
          the Outstanding Amount of the Class A-2 Notes is reduced to zero;

               (C) to the Class A-3 Noteholders on account of principal until
          the Outstanding Amount of the Class A-3 Notes is reduced to zero;


                                       52
<PAGE>

               (D) to the Class A-4 Noteholders on account of principal until
          the Outstanding Amount of the Class A-4 Notes is reduced to zero;

          (ii) second, to the Class B Noteholders, the Class B Principal Payment
     Amount for such Payment Date; and

          (iii) third, to the Class C Noteholders, the Class C Principal Payment
     Amount for such Payment Date.

     Notwithstanding the foregoing, the priority of payments set forth in
clauses (i) through (iii) immediately above shall be adjusted as follows:

               (1)  In no event will the Class A Principal Payment Amount
                    allocated to any subclass of Class A Notes exceed the
                    outstanding principal amount of that subclass.

               (2)  On the Final Scheduled Payment Date for each subclass of
                    Class A Notes, the Class A Principal Payment Amount to be
                    applied to that subclass will include the amount, to the
                    extent of the remaining Available Collections, necessary
                    (after giving effect to the other amounts to be deposited in
                    the Principal Distribution Account on that Payment Date) to
                    reduce the Outstanding Amount of that subclass to zero.

               (3)  No principal payments will be made on the Class B Notes or
                    the Class C Notes on any Payment Date until the Class A-1
                    Notes have been paid in full.

               (4)  In the event of any shortfall in the amount of funds
                    available for principal payments on the Notes on any Payment
                    Date, no principal payments will be made on the Class B
                    Notes on such Payment Date until all amounts payable with
                    respect to the Class A Notes on that Payment Date have been
                    paid in full, and no principal payments will be made on the
                    Class C Notes on such Payment Date until all amounts payable
                    with respect to the Class B Notes on that Payment Date have
                    been paid in full.

               (6)  If, on any Payment Date, the Cumulative Net Loss Ratio
                    exceeds the percentage for such Payment Date on Schedule B
                    hereto, then on such Payment Date the Issuer will pay from
                    the Principal Distribution Account the principal of the
                    Notes of each Class sequentially starting with most senior
                    and earliest maturing Class of Notes then outstanding (with
                    respect to the Class A Notes, in the order of priority set
                    forth in Section 8.2(d)(i)) until that Class is paid in
                    full, and so on.

     Notwithstanding anything herein to the contrary, but subject to the
provisions of Section 5.4(b), (A) following the occurrence and during the
continuation of an Event of Default specified in Section 5.1(i), 5.1(ii), 5.1(v)
or 5.1(vi) which has resulted in an acceleration of the Notes (but prior to any
sale of the Receivables under the Indenture), the Securities Administrator shall
apply the funds on deposit in the Collection Account as follows:


                                       53
<PAGE>

               (1)  funds remaining after the application of Sections 8.2(c)(i)
                    through (iv) above shall be deposited to the Principal
                    Distribution Account to the extent necessary to reduce the
                    principal amount of all the Class A Notes to zero,

               (2)  if the Class A Notes shall have been paid in full, funds
                    remaining after the payment specified in clause (1) and
                    after the application of Section 8.2(c)(vi) above shall be
                    deposited to the Principal Distribution Account to the
                    extent necessary to reduce the principal amount of all the
                    Class B Notes to zero,

               (3)  if the Class A Notes and Class B Notes shall have been paid
                    in full, funds remaining after the payments specified in
                    clauses (1) and (2) and after the application of Section
                    8.2(c) (viii) above shall be deposited to the Principal
                    Distribution Account to the extent necessary to reduce the
                    principal amount of all the Class C Notes to zero; and

     (B) following the occurrence and during the continuation of an Event of
Default specified in Section 5.1(iii) or 5.1(iv), which has resulted in an
acceleration of the Notes (but prior to any sale of the Receivables under this
Indenture), the Securities Administrator shall apply the funds on deposit in the
Collection Account remaining after the application of Section 8.2(c)(i) through
(xi) above to the Principal Distribution Account to the extent necessary to
reduce the principal amount of all the Notes to zero. Any such remaining funds
will be used to pay principal in respect of the Notes sequentially, starting
with the most senior and earliest maturing Class of Notes then Outstanding (with
respect to the Class A Notes, in the order of priority set forth in Section
8.2(d)(i)) until that Class is paid in full, and so on.

     Any funds remaining on deposit in the Principal Distribution Account after
the Notes have been paid in full shall be deposited into the Certificate
Distribution Account.

     Notwithstanding the foregoing but subject to the provisions of Section
5.4(b), the scheduled payments to be made to the Counterparty under each related
Interest Rate Swap Agreement will be made on the Fixed Rate Payer Payment Date
(as defined in the related Interest Rate Swap Agreement) with respect to the
related Payment Date.

     Notwithstanding anything in this Indenture to the contrary, neither the
Seller nor any Affiliate of the Seller shall be permitted to receive any payment
that is based in any part on any Net Swap Receipts, and accordingly, for so long
as the Seller or any Affiliate of the Seller is a Note Owner with respect to the
Class A-4 Notes, by its acceptance of such Note, such Note Owner agrees that is
shall not receive interest payments on the Class A-4 Notes at a rate that is in
excess of the Fixed Rate with respect to the Class A-4 Notes that is set forth
in, and defined under, the Class A-4 Interest Rate Swap Agreement.

     SECTION 8.3.  General Provisions Regarding Accounts.

     (a) So long as no Default or Event of Default shall have occurred and be
continuing, all or a portion of the funds in the Collection Account shall be
invested by the Securities Administrator, on behalf of the Indenture Trustee, at
the written direction of the Master Servicer


                                       54
<PAGE>

in Permitted Investments specified in such written direction as provided in
Section 4.1 of the Sale and Servicing Agreement. All income or other gain (net
of losses and investment expenses) from investments of monies deposited in the
Collection Account shall be withdrawn by the Securities Administrator, on behalf
of the Indenture Trustee, from such accounts and distributed as provided in
Section 4.1 of the Sale and Servicing Agreement. The Master Servicer shall not
direct the Securities Administrator, on behalf of the Indenture Trustee, to make
any investment of any funds or to sell any investment held in any of the Trust
Accounts unless the security interest Granted and perfected in such account will
continue to be perfected in such investment or the proceeds of such sale, in
either case without any further action by any Person, and, in connection with
any direction to the Securities Administrator, on behalf of the Indenture
Trustee, to make any such investment or sale, if requested by the Securities
Administrator, on behalf of the Indenture Trustee, the Issuer shall deliver to
the Indenture Trustee and the Securities Administrator an Opinion of Counsel,
acceptable to the Indenture Trustee and the Securities Administrator, to such
effect.

     (b) Subject to Section 6.13(c), the Securities Administrator shall not in
any way be held liable by reason of any insufficiency in any of the Trust
Accounts resulting from any loss on any Permitted Investment included therein,
except for losses attributable to the Securities Administrator's failure to make
payments on such Permitted Investments issued by the Securities Administrator,
on behalf of the Indenture Trustee, in its commercial capacity as principal
obligor and not as trustee, in accordance with their terms.

     (c) If (i) the Master Servicer shall have failed to give investment
directions for any funds on deposit in the Collection Account to the Securities
Administrator, on behalf of the Indenture Trustee, or (ii) to the knowledge of
an Authorized Officer of the Securities Administrator, a Default or Event of
Default shall have occurred and be continuing with respect to the Notes but the
Notes shall not have been declared due and payable pursuant to Section 5.2 or
(iii) if such Notes shall have been declared due and payable following an Event
of Default then the Securities Administrator, on behalf of the Indenture
Trustee, shall, to the fullest extent practicable, invest and reinvest funds in
the Collection Account, as the case may be, in Permitted Investments maturing on
the Business Day prior to the next Payment Date; provided, however, that the
Master Servicer shall not be required to invest amounts representing Available
Collections for a Payment Date that are deposited into the Collection Account on
or after the Business Day preceding the related Payment Date.

     SECTION 8.4.  Release of Indenture Trust Estate.

     (a) Subject to the payment of its fees and expenses pursuant to Sections
6.7 and 6.18, the Indenture Trustee may, and when required by the provisions of
this Indenture shall, execute instruments to release property from the lien of
this Indenture, or convey the Indenture Trustee's interest in the same, in a
manner and under circumstances that are not inconsistent with the provisions of
this Indenture. No party relying upon an instrument executed by the Indenture
Trustee as provided in this Article VIII shall be bound to ascertain the
Indenture Trustee's authority, inquire into the satisfaction of any conditions
precedent or see to the application of any monies.


                                       55
<PAGE>

     (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due the Indenture Trustee pursuant to Section 6.7 and
the Securities Administrator pursuant to Section 6.18 have been paid in full,
release any remaining portion of the Indenture Trust Estate that secured the
Notes from the lien of this Indenture and release to the Issuer or any other
Person entitled thereto any funds then on deposit in the Trust Accounts. The
Indenture Trustee shall release property from the lien of this Indenture
pursuant to this Section 8.4(b) only upon receipt of an Issuer Request
accompanied by an Officer's Certificate, an Opinion of Counsel and (if required
by the TIA) Independent Certificates in accordance with TIA Sections 314(c) and
314(d)(1) meeting the applicable requirements of Section 11.1.

     (c) Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, acknowledges that from
time to time the Indenture Trustee shall release the lien of this Indenture on
any Receivable to be sold to (i) the Seller in connection with any repurchase
upon breach, as set forth in the Receivables Purchase Agreement and (ii) to the
Depositor, the Master Servicer or the Administrator, as applicable, in
accordance with Sections 2.3 or 3.6 of the Sale and Servicing Agreement or
Sections 2(b)(A) or 2(d) of the Administration Agreement.

     SECTION 8.5.  Opinion of Counsel. The Indenture Trustee or the Securities
Administrator, as applicable, shall receive at least seven days' notice when
requested by the Issuer to take any action pursuant to Section 8.4(a),
accompanied by copies of any instruments involved, and the Indenture Trustee or
the Securities Administrator, as applicable, shall also require, except in
connection with any action contemplated by Section 8.4(c), as a condition to
such action, an Opinion of Counsel, in form and substance satisfactory to the
Indenture Trustee or the Securities Administrator, as applicable, and which
shall include each Counterparty as an addressee, stating the legal effect of any
such action, outlining the steps required to complete the same, and concluding
that all conditions precedent to the taking of such action have been complied
with and such action will not materially and adversely impair the security for
the Notes or the rights of the Noteholders in contravention of the provisions of
this Indenture; provided, however, that such Opinion of Counsel shall not be
required to express an opinion as to the fair value of the Indenture Trust
Estate. Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

     SECTION 9.1.  Supplemental Indentures Without Consent of Noteholders.

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


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

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

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

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

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

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

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

     With respect to (v) above, prior to the execution of such supplemental
indenture, the Rating Agency Condition shall have been satisfied.

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

     (b) The Issuer, the Indenture Trustee and the Securities Administrator,
when authorized by an Issuer Order, may, also without the consent of any of the
Noteholders but with prior notice to the Rating Agencies, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or of modifying in any manner (other than the modifications
set forth in Section 9.2) the rights of the Noteholders under this Indenture;
provided, however, that such action shall not adversely affect in any material
respect the interests of any Noteholder either (i) as evidenced by an Opinion of
Counsel or (ii) as evidenced by the satisfaction of the


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Rating Agency Condition; provided, further, that such action shall not, as
evidenced by an Opinion of Counsel, cause the Issuer to be characterized for
federal income tax purposes as an association (or publicly traded partnership)
taxable as a corporation or otherwise have any material adverse impact on the
federal income taxation of any Notes Outstanding or outstanding Certificates.

     SECTION 9.2.  Supplemental Indentures with Consent of Noteholders. The
Issuer, the Indenture Trustee and the Securities Administrator, when authorized
by an Issuer Order, also may, with prior notice to the Rating Agencies, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or modifying in any manner the rights of the
Noteholders under this Indenture; provided, however, that (i) the Rating Agency
Condition shall have been satisfied with respect to such action, (ii) such
action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be
characterized for federal income tax purposes as an association (or publicly
traded partnership) taxable as a corporation or otherwise have any material
adverse impact on the federal income taxation of any Notes Outstanding or
outstanding Certificates, and (iii) the Noteholders of each Outstanding Note
affected thereby shall have consented thereto, with respect to any supplemental
indenture which would:

          (i) modify or alter provisions of this Section 9.2;

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

          (iii) reduce the percentage of the Outstanding Amount of the
     Controlling Class, the consent of the Noteholders of which is required for
     any such supplemental indenture, or the consent of the Noteholders of which
     is required for any waiver of compliance with certain provisions of this
     Indenture or certain Defaults or Events of Default hereunder and their
     consequences provided for in this Indenture;

          (iv) modify or alter (x) the provisions of the proviso to the
     definition of the term "Outstanding" or (y) the definition of "Controlling
     Class";

          (v) reduce the percentage of the Outstanding Amount of the Controlling
     Class required to direct or consent to a sale or liquidation by the
     Securities Administrator of the Indenture Trust Estate pursuant to Section
     5.4 if the proceeds of such sale or liquidation would be insufficient to
     pay the principal amount and accrued but unpaid interest on the Notes
     and/or the Certificates, as applicable;


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          (vi) modify any provision of this Indenture specifying a percentage of
     the aggregate principal amount of the Notes necessary to amend this
     Indenture or the other Basic Documents except to increase any percentage
     specified herein or to provide that certain additional provisions of this
     Indenture or the other Basic Documents cannot be modified or waived without
     the consent of the Holder of each Outstanding Note affected thereby;

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

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

     It shall not be necessary for any Act of Noteholders under this Section 9.2
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

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

     SECTION 9.3.  Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, each of the Indenture Trustee and the Securities
Administrator shall be entitled to receive, and subject to Sections 6.1, 6.2,
6.13 and 6.14 shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture and that all conditions precedent to the execution
and delivery of such supplemental indenture have been satisfied. Each of the
Indenture Trustee and the Securities Administrator may, but shall not be
obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee's or the Securities Administrator's, as the case may be, own
rights, duties, liabilities or immunities under this Indenture or otherwise.

     SECTION 9.4.  Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and shall be deemed to be modified and amended in accordance therewith with
respect to the Notes affected thereby, and the respective rights, limitations of
rights, obligations, duties, liabilities and immunities under this Indenture of
the Indenture Trustee, the Securities Administrator, the Issuer


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and the Noteholders shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes. Notwithstanding anything in this Indenture to the contrary, no
supplemental indenture shall be effective without the prior written consent of
each Counterparty if the supplemental indenture would (a) adversely affect any
of the Counterparty's rights or obligations under any Interest Rate Swap
Agreement, this Indenture or any other Basic Document, (b) adversely modify the
obligations of, or adversely impact the ability of the Issuer to fully perform
any of its obligations under any Interest Rate Swap Agreement to which the
Counterparty is subject or (c) modify any of the Counterparty's rights
(including but not limited to, the amount or timing of distributions to be made
in respect of the Interest Rate Swap Agreements) under this Indenture.

     SECTION 9.5.  Conformity with Trust Indenture Act. Every amendment of this
Indenture and every supplemental indenture executed pursuant to this Article IX
shall conform to the requirements of the Trust Indenture Act as then in effect
so long as this Indenture shall then be qualified under the Trust Indenture Act.

     SECTION 9.6.  Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee or the
Securities Administrator shall, bear a notation in form approved by the
Indenture Trustee and the Securities Administrator as to any matter provided for
in such supplemental indenture. If the Issuer, the Indenture Trustee or the
Securities Administrator shall so determine, new Notes so modified as to
conform, in the opinion of the Indenture Trustee, the Securities Administrator
and the Issuer, to any such supplemental indenture may be prepared and executed
by the Issuer and authenticated and delivered by the Indenture Trustee or the
Securities Administrator, on behalf of the Indenture Trustee, in exchange for
Outstanding Notes.

                                    ARTICLE X

                                   PREPAYMENT

     SECTION 10.1.  Optional Prepayment. The Notes are subject to prepayment on
any Payment Date on which the Master Servicer exercises its option to purchase
the assets of the Issuer pursuant to Section 8.1 of the Sale and Servicing
Agreement, and the amount paid by the Master Servicer shall be treated as
collections of Receivables and applied to pay the unpaid principal amount of the
Notes. If the Notes are to be prepaid pursuant to this Section 10.1, the Master
Servicer or the Issuer shall furnish written notice of such election to the
Indenture Trustee, the Securities Administrator, the Counterparties and the
Rating Agencies at least ten days, but not more than 30 days prior to the
Prepayment Date (and the Securities Administrator shall promptly furnish notice
to the Noteholders) and the Master Servicer or the Issuer shall deposit by 10:00
a.m. (New York City time) on the Prepayment Date with the Securities
Administrator in the Collection Account the Prepayment Price of the Notes,
whereupon all Notes shall be due and payable on the Prepayment Date.


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     SECTION 10.2.  Form of Prepayment Notice. Notice of prepayment under
Section 10.1 shall be given by the Securities Administrator by first-class mail,
postage prepaid, or by facsimile mailed or transmitted promptly following
receipt of notice from the Issuer or the Master Servicer pursuant to Section
10.1, but not later than three Business Days after it has received such notice,
to each Noteholder as of the close of business on the Record Date preceding the
applicable Prepayment Date, at such Noteholder's address or facsimile number
appearing in the Note Register.

     All notices of prepayment shall state:

          (i) the Prepayment Date;

          (ii) the Prepayment Price;

          (iii) the place where such Notes are to be surrendered for payment of
     the Prepayment Price (which shall be the office or agency of the Issuer to
     be maintained as provided in Section 3.2); and

          (iv) that on the Prepayment Date, the Prepayment Price will become due
     and payable upon each such Note and that interest thereon shall cease to
     accrue for and after said date.

Notice of prepayment of the Notes shall be given by the Securities Administrator
in the name and at the expense of the Issuer. Failure to give notice of
prepayment, or any defect therein, to any Noteholder shall not impair or affect
the validity of the prepayment of any other Note.

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

                                   ARTICLE XI

                                  MISCELLANEOUS

     SECTION 11.1.  Compliance Certificates and Opinions, Etc. (a) Upon any
application or request by the Issuer to the Indenture Trustee or the Securities
Administrator to take any action under any provision of this Indenture, the
Issuer shall furnish to the Indenture Trustee or the Securities Administrator,
as the case may be, (i) an Officer's Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with, (ii) an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with and (iii) (if required by the TIA) an Independent Certificate from
a firm of certified public accountants meeting the applicable requirements of
this Section 11.1, except that, in the case of any such application or request
as to which the furnishing of such documents is specifically required by any
provision of this Indenture, no additional certificate or opinion need be
furnished.


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

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

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

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

     (b) Prior to the deposit of any Collateral or other property or securities
with the Indenture Trustee or the Securities Administrator that is to be made
the basis for the release of any property or securities subject to the lien of
this Indenture, the Issuer shall, in addition to any obligation imposed in
Section 11.1(a) or elsewhere in this Indenture, furnish to the Indenture
Trustee, the Securities Administrator and each Counterparty an Officer's
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days of such deposit) to the Issuer
of the Collateral or other property or securities to be so deposited.

          (i) Whenever the Issuer is required to furnish to the Indenture
     Trustee, the Securities Administrator and each Counterparty an Officer's
     Certificate certifying or stating the opinion of any signer thereof as to
     the matters described in clause (i) above, the Issuer shall also deliver to
     the Indenture Trustee, the Securities Administrator and each Counterparty
     an Independent Certificate as to the same matters, if the fair value to the
     Issuer of the securities to be so deposited and of all other such
     securities made the basis of any such withdrawal or release since the
     commencement of the then-current fiscal year of the Issuer, as set forth in
     the certificates delivered pursuant to clause (i) above and this clause
     (ii), is 10% or more of the principal amount of the Notes Outstanding, but
     such a certificate need not be furnished with respect to any securities so
     deposited, if the fair value thereof to the Issuer as set forth in the
     related Officer's Certificate is less than $25,000 or less than 1% of the
     principal amount of the Notes Outstanding.

          (ii) Whenever any property or securities are to be released from the
     lien of this Indenture, the Issuer shall also furnish to the Indenture
     Trustee, the Securities Administrator and each Counterparty an Officer's
     Certificate certifying or stating the opinion of each person signing such
     certificate as to the fair value (within 90 days of such release) of the
     property or securities proposed to be released and stating that in the


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     opinion of such person the proposed release will not impair the security
     under this Indenture in contravention of the provisions hereof.

          (iii) Whenever the Issuer is required to furnish to the Indenture
     Trustee, the Securities Administrator and each Counterparty an Officer's
     Certificate certifying or stating the opinion of any signer thereof as to
     the matters described in clause (iii) above, the Issuer shall also furnish
     to the Indenture Trustee, the Securities Administrator and each
     Counterparty an Independent Certificate as to the same matters if the fair
     value of the property or securities and of all other property, other than
     property as contemplated by clause (v) below or securities released from
     the lien of this Indenture since the commencement of the then-current
     calendar year, as set forth in the certificates required by clause (iii)
     above and this clause (iv), equals 10% or more of the principal amount of
     the Notes Outstanding, but such certificate need not be furnished in the
     case of any release of property or securities if the fair value thereof as
     set forth in the related Officer's Certificate is less than $25,000 or less
     than 1% of the principal amount of the Notes Outstanding.

          (iv) Notwithstanding Section 2.10 or any other provisions of this
     Section 11.1, the Issuer may, without compliance with the requirements of
     the other provisions of this Section 11.1, (A) collect, liquidate, sell or
     otherwise dispose of Receivables and Financed Vehicles as and to the extent
     permitted or required by the Basic Documents and (B) make cash payments out
     of the Trust Accounts as and to the extent permitted or required by the
     Basic Documents.

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

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

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


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

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

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

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

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

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

          (i) the Indenture Trustee by any Noteholder, the Securities
     Administrator, the Master Servicer or the Issuer shall 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;


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          (ii) the Securities Administrator by any Noteholder, the Indenture
     Trustee, the Master Servicer or the Issuer shall be sufficient for every
     purpose hereunder if made, given, furnished or filed in writing to or with
     the Securities Administrator at its Corporate Trust office; or

          (iii) the Issuer by the Indenture Trustee, the Securities
     Administrator or any Noteholder shall be sufficient for every purpose
     hereunder if in writing and mailed first-class, postage prepaid to the
     Issuer addressed to: Merrill Auto Trust Securitization 2007-1, in care of
     Ted Breck, or at any other address previously furnished in writing to the
     Indenture Trustee and the Securities Administrator by the Issuer. The
     Issuer shall promptly transmit any notice received by it from the
     Noteholders to the Indenture Trustee and the Securities Administrator.

     Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee, the Securities Administrator or the Owner Trustee shall be in
writing, personally delivered, telecopied or mailed by certified mail, return
receipt requested, to (i) in the case of Fitch, at the following address: Fitch,
Inc., One State Street Plaza, New York, New York 10004, (ii) in the case of
Moody's, at the following address: Moody's Investors Service, Inc., ABS
Monitoring Department, 99 Church Street, New York, New York 10007 and (iii) in
the case of Standard & Poor's, at the following address: Standard & Poor's
Ratings Services, a Division of The McGraw-Hill Companies, Inc., 55 Water
Street, 40th Floor, New York, New York 10041, Attention: Asset Backed
Surveillance Department.

     Notices required to be given to the Counterparties under this Indenture
shall be in writing, personally delivered, telecopied or mailed by certified
mail, return receipt requested, to the address for such Counterparty set forth
in the confirmation for the related Interest Rate Swap Agreement.

     SECTION 11.5.  Notices to Noteholders; Waiver.

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

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


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

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

     SECTION 11.6.  Alternate Payment and Notice Provisions. Notwithstanding any
provision of this Indenture or any of the Notes to the contrary, the Issuer may
enter into any agreement, subject to the Indenture Trustee's and the Securities
Administrator's approval, with any Noteholder providing for a method of payment,
or notice by the Indenture Trustee, the Securities Administrator or any Note
Paying Agent to such Noteholder, that is different from the methods provided for
in this Indenture for such payments or notices. The Issuer shall furnish to the
Indenture Trustee and the Securities Administrator a copy of each such agreement
and the Indenture Trustee and the Securities Administrator shall cause payments
to be made and notices to be given in accordance with such agreements.

     SECTION 11.7.  Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required or
deemed to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required or deemed provision shall control.

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

     SECTION 11.8.  Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof. References in this Indenture to
section names or numbers and to exhibits, schedules or appendices are to such
Sections, Exhibits, Schedules or Appendices, as applicable, of this Indenture.

     SECTION 11.9.  Successors and Assigns. All covenants and agreements in this
Indenture and the Notes by the Issuer shall bind its successors and assigns,
whether so expressed or not. All agreements of the Indenture Trustee and the
Securities Administrator in this Indenture shall bind its successors,
co-trustees and agents.

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

     SECTION 11.11.  Benefits of Indenture. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their permitted assigns and successors hereunder, and the
Noteholders, and any other party secured hereunder,


                                       66
<PAGE>

and any other Person with an ownership interest in any part of the Indenture
Trust Estate, any benefit or any legal or equitable right, remedy or claim under
this Indenture; provided that, each Counterparty shall be a third party
beneficiary with respect to its rights set forth in this Indenture.

     SECTION 11.12.  Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the 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.

     SECTION 11.13.  GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS THAT WOULD APPLY THE LAW OF A JURISDICTION OTHER THAN
THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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

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

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


                                       67
<PAGE>

     SECTION 11.17.  No Petition. Each of the Indenture Trustee and the
Securities Administrator, by entering into this Indenture, and each Noteholder
or Note Owner, by accepting a Note or, in the case of a Note Owner, a beneficial
interest in a Note, hereby covenant and agree that prior to the end of the
period that is one year and one day after there has been paid in full all debt
issued by any securitization vehicle in respect of which the Depositor holds any
interest, they will not institute against the Issuer, or join in, or assist or
encourage others to institute any institution against the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or State bankruptcy or
similar law in connection with any obligations relating to the Notes, this
Indenture or any of the other Basic Documents.

     SECTION 11.18.  Subordination Agreement. Each Noteholder, by accepting a
Note, hereby covenants and agrees that, to the extent it is deemed to have any
interest in any assets of the Depositor, or a securitization vehicle (other than
the Trust) related to the Depositor, dedicated to other debt obligations of the
Depositor or debt obligations of any other securitization vehicle (other than
the Trust) related to the Depositor, its interest in those assets is subordinate
to claims or rights of such other debtholders to those other assets.
Furthermore, each Noteholder, by accepting a Note, hereby covenants and agrees
that such agreement constitutes a subordination agreement for purposes of
Section 510(a) of the Bankruptcy Code.

        SECTION 11.19.  No Recourse. Notwithstanding any provisions herein to
the contrary, all of the obligations of the Issuer under or in connection with
the Notes and this Indenture are nonrecourse obligations of the Issuer payable
solely from the Collateral and following realization of the Collateral and its
reduction to zero, any claims of the Noteholders, the Indenture Trustee and the
Securities Administrator against the Issuer shall be extinguished and shall not
thereafter revive. It is understood that the foregoing provisions of this
Section 11.19 shall not (i) prevent recourse to the Collateral for the sums due
or to become due under any security, instrument or agreement which is part of
the Collateral or (ii) constitute a waiver, release or discharge of any
indebtedness or obligation evidenced by the Notes or secured by this Indenture
(to the extent it relates to the obligation to make payments on the Notes) until
such Collateral has been realized and reduced to zero, whereupon any outstanding
indebtedness or obligation in respect of the Notes shall be extinguished and
shall not thereafter revive. It is further understood that the foregoing
provisions of this Section 11.19 shall not limit the right of any Person to name
the Issuer as a party defendant in any Proceeding or in the exercise of any
other remedy under the Notes or this Indenture, so long as no judgment in the
nature of a deficiency judgement shall be asked for or (if obtained) enforced
against any such Person or entity.

     SECTION 11.20.  Inspection. The Issuer agrees that, with reasonable prior
notice, it will permit any representative of the Indenture Trustee, the
Securities Administrator or any Counterparty, during the Issuer's normal
business hours, to examine all the books of account, records, reports and other
papers of the Issuer, to make copies and extracts therefrom, to cause such books
to be audited by Independent certified public accountants, and to discuss the
Issuer's affairs, finances and accounts with the Issuer's officers, employees,
and Independent certified public accountants, all at such reasonable times and
as often as may be reasonably requested. Each of the Indenture Trustee, the
Securities Administrator and each Counterparty shall and shall cause its
representatives to hold in confidence all such information except to the extent
disclosure may be required by law (and all reasonable applications for
confidential treatment are


                                       68
<PAGE>

unavailing) and except to the extent that the Indenture Trustee, the Securities
Administrator or each Counterparty, as the case may be, may reasonably determine
that such disclosure is consistent with its obligations hereunder.

     SECTION 11.21.  Representations and Warranties as to the Security Interest
of the Indenture Trustee in the Receivables. The Issuer makes the following
representations and warranties to the Indenture Trustee. The representations and
warranties speak as of the execution and delivery of this Indenture and as of
the Closing Date, and shall survive the pledge thereof to the Indenture Trustee
pursuant to this Indenture.

     (a) This Indenture creates a valid and continuing security interest (as
defined in the UCC) in the Receivables in favor of the Indenture Trustee, which
security interest is prior to all other Liens, and is enforceable as such as
against creditors of and purchasers from the Issuer.

     (b) The Receivables constitute "tangible chattel paper" within the meaning
of Article 9 of the UCC.

     (c) Immediately prior to its pledge to the Indenture Trustee, the Issuer
owned and had good and marketable title to the Receivables free and clear of any
lien, claim or encumbrance of any Person.

     (d) The Issuer has caused or will have caused, within ten days after the
date of execution of this Indenture, the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions under
applicable law in order to perfect the security interest in the Receivables
granted to the Indenture Trustee hereunder. Each such financing statements will
contain a statement to the following effect "A purchase of or security interest
in any collateral described in this financing statement will violate the rights
of the Indenture Trustee and its assigns."

     (e) Other than the security interest granted to the Indenture Trustee
pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted
a security interest in, or otherwise conveyed any of the Receivables. The Issuer
has not authorized the filing of and is not aware of any financing statements
against the Issuer that include a description of collateral covering the
Receivables other than any financing statement relating to the security interest
granted to the Indenture Trustee hereunder or that has been terminated. The
Issuer is not aware of any judgment or tax lien filings against it.

     (f) The Master Servicer (or the Receivables Servicer) as custodian for the
Issuer has in its possession all original copies of the contracts that
constitute or evidence the Receivables. The contracts that constitute or
evidence the Receivables do not have any marks or notations indicating that they
have been pledged, assigned or otherwise conveyed to any Person other than the
Indenture Trustee.

     Each of the parties hereto agrees that it shall not waive any of the
foregoing representations and warranties.


                                       69
<PAGE>

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

                                        MERRILL AUTO TRUST SECURITIZATION 2007-1


                                        By: U.S. BANK TRUST NATIONAL
                                            ASSOCIATION, not in its individual
                                            capacity but solely as Owner Trustee


                                        By: /s/ Diane L. Reynolds
                                            -----------------------------
                                            Name:  Diane L. Reynolds
                                            Title: Vice President


                                        HSBC BANK USA, NATIONAL ASSOCIATION
                                        not in its individual capacity but
                                        solely as Indenture Trustee


                                        By: /s/ Nina Nassar
                                            -----------------------------
                                            Name:  Nina Nassar
                                            Title: Officer


                                        U.S. BANK NATIONAL ASSOCIATION,
                                        not in its individual capacity
                                        but solely as Securities Administrator


                                        By: /s/ Diane L. Reynolds
                                            -----------------------------
                                            Name:  Diane L. Reynolds
                                            Title: Vice President


                                       70
<PAGE>

                                  Exhibit A-1

                                 CLASS A-1 NOTE



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

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

     REGISTERED                        $167,100,000

     No. A-1-1                         CUSIP NO. 590170 AA 4

     MERRILL AUTO TRUST SECURITIZATION 2007-1

     CLASS A-1 5.3469% ASSET BACKED NOTES

     Merrill Auto Trust Securitization 2007-1, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of ONE HUNDRED SIXTY-SEVEN MILLION ONE
HUNDRED THOUSAND dollars payable on each Payment Date in an amount equal to the
result obtained by multiplying (i) a fraction, the numerator of which is
$167,100,000 (the original face amount of this Note) and the denominator of
which is $167,100,000 by (ii) the aggregate amount, if any, payable to holders
of Class A-1 Notes on such Payment Date from the Principal Distribution Account
in respect of principal on the Class A-1 Notes pursuant to Section 3.1 of the
Indenture dated as of May 31, 2007 (as from time to time amended, supplemented
or otherwise modified and in effect, the "Indenture"), among the Issuer, HSBC
Bank USA, National Association, as Indenture Trustee (in such capacity the
"Indenture Trustee"), and U.S. Bank National Association, as Securities
Administrator (in such capacity the "Securities Administrator"); provided,
however, that the entire unpaid principal amount of this Note shall be due and
payable on the June 16, 2008 Payment Date (the "Class A-1 Final Scheduled
Payment Date"). Capitalized terms used but not defined herein are defined in
Article I of the Indenture, which also contains rules as to construction that
shall be applicable herein.

     The Issuer shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to


                                     A-1-1
<PAGE>

all payments of principal made on the preceding Payment Date) or the Closing
Date in the case of the first Payment Date, subject to certain limitations
contained in Section 3.1 of the Indenture. Interest on this Note will accrue for
each Payment Date from and including the previous Payment Date on which interest
has been paid (or, in the case of the initial Payment Date, from the Closing
Date) to but excluding such Payment Date. Interest will be computed on the basis
of actual days elapsed and a 360-day year. Such principal of and interest on
this Note shall be paid in the manner specified on the reverse hereof.

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

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

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

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


                                     A-1-2
<PAGE>

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

Date:  June 11, 2007

                                        MERRILL AUTO TRUST SECURITIZATION 2007-1


                                        By:  U.S. BANK TRUST NATIONAL
                                             ASSOCIATION, not in its individual
                                             capacity but solely as Owner
                                             Trustee of Merrill Auto Trust
                                             Securitization 2007-1


                                             By:________________________________
                                                      Authorized Officer


         SECURITIES ADMINISTRATOR'S CERTIFICATE OF AUTHENTICATION

     This is one of the Class A-1 Notes designated above and referred to in the
within-mentioned Indenture.

Date:  June 11, 2007

                                        U.S. BANK NATIONAL ASSOCIATION, not in
                                        its individual capacity but solely as
                                        Securities Administrator


                                             By:________________________________
                                                      Authorized Officer


                                     A-1-3
<PAGE>

                                [REVERSE OF NOTE]


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-1 5.3469% Asset Backed Notes (the "Class A-1 Notes"),
which, together with the Issuer's Class A-2 5.43% Asset Backed Notes (the "Class
A-2 Notes"), Class A-3 Floating Rate Asset Backed Notes (the "Class A-3 Notes"),
Class A-4 Floating Rate Asset Backed Notes (the "Class A-4 Notes" and, together
with the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes, the "Class A
Notes"), Class B 5.79% Asset Backed Notes (the "Class B Notes") and Class C
5.96% Asset Backed Notes (the "Class C Notes" and, together with the Class A
Notes and the Class B Notes, the "Notes"), are issued under the Indenture, to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all
terms of the Indenture.

     Subject to the subordination provisions of the Indenture, the Class A
Notes, Class B Notes and Class C Notes, are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

     Principal of the Class A-1 Notes will be payable on each Payment Date in an
amount described on the face hereof. "Payment Date" means the 15th day of each
month, or, if any such day is not a Business Day, the next succeeding Business
Day, commencing July 16, 2007.

     As described on the face hereof, the entire unpaid principal amount of this
Note shall be due and payable on the Class A-1 Final Scheduled Payment Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee or the Noteholders of Notes
evidencing not less than a majority of the principal amount of the Controlling
Class have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2 of the Indenture. All principal payments on the Class
A-1 Notes shall be made pro rata to the Noteholders entitled thereto.

     Payments of interest on this Note on each Payment Date, together with the
installment of principal, if any, to the extent not in full payment of this
Note, shall be made to the Person whose name appears as the Registered
Noteholder of the Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five Business Days prior to such Payment Date and such Noteholder's Notes in the
aggregate evidence a denomination of not less than $1,000,000, or, if not, by
check mailed first-class postage prepaid to such Person's address as it appears
on the Note Register on such Record Date; provided that, unless Definitive Notes
have been issued to Note Owners, with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee
to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such payments will be
made without requiring that this Note be submitted for notation of payment. Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes)


                                     A-1-4
<PAGE>

effected by any payments made on any Payment Date shall be binding upon all
future Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon. If funds are expected to be available, as provided in the Indenture, for
payment in full of the then remaining unpaid principal amount of this Note on a
Payment Date, then the Securities Administrator, in the name of and on behalf of
the Issuer, will notify the Person who was the Registered Noteholder hereof as
of the Record Date preceding such Payment Date by notice mailed or transmitted
by facsimile prior to such Payment Date, and the amount then due and payable
shall be payable only upon presentation and surrender of this Note at the
Indenture Trustee's Corporate Trust Office as set forth in the Indenture.

     The Issuer shall pay interest on overdue installments of interest at the
Class A-1 Rate to the extent lawful.

     As provided in the Indenture, the Notes may be redeemed, in whole but not
in part, in the manner and to the extent described in the Indenture and the Sale
and Servicing Agreement.

     As provided in the Indenture, and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Noteholder hereof or such Noteholder's
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Note Registrar,
and thereupon one or more new Notes of the same Class in authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.

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


                                     A-1-5
<PAGE>

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

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

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

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

     The term "Issuer," as used in this Note, includes any successor to the
Issuer under the Indenture.

     The Issuer is permitted by the Indenture, under certain circumstances, to
merge or consolidate, subject to the rights of the Indenture Trustee, the
Securities Administrator and the Noteholders under the Indenture.

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


                                     A-1-6
<PAGE>

     This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

     No reference herein to the Indenture, and no provision of this Note or of
the Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of the Indenture Trustee, in its
individual capacity, the Securities Administrator, in its individual capacity,
the Owner Trustee, in its individual capacity, any owner of a beneficial
interest in the Issuer, or any of their respective partners, beneficiaries,
agents, officers, directors, employees or successors or assigns shall be
personally liable for, nor shall recourse be had to any of them for, the payment
of principal or of interest on this Note or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in the
Indenture. The holder of this Note, by such holder's acceptance hereof, agrees
that, except as expressly provided in the Basic Documents, in the case of an
Event of Default under the Indenture, the Noteholder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


                                     A-1-7
<PAGE>

                                   ASSIGNMENT


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

__________________________________________________________________________

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

________________________________________________________________________________
     (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ____________________________________, attorney, to transfer said
Note on the books kept for registration thereof, with full power of substitution
in the premises.

Dated: _____________________                      ____________________________*/
                                                  Signature Guaranteed

                                                  ____________________________*/
___________________________
*/ NOTICE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar.


                                     A-1-8
<PAGE>

                                  Exhibit A-2

                                 CLASS A-2 NOTE


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

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

     REGISTERED                        $156,000,000

     No. A-2-1                         CUSIP NO. 590170 AB 2

     MERRILL AUTO TRUST SECURITIZATION 2007-1

     CLASS A-2 5.43% ASSET BACKED NOTES

     Merrill Auto Trust Securitization 2007-1, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of ONE HUNDRED FIFTY-SIX MILLION dollars
payable on each Payment Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is $156,000,000 (the original
face amount of this Note) and the denominator of which is $156,000,000 by (ii)
the aggregate amount, if any, payable to holders of Class A-2 Notes on such
Payment Date from the Principal Distribution Account in respect of principal on
the Class A-2 Notes pursuant to Section 3.1 of the Indenture dated as of May 31,
2007 (as from time to time amended, supplemented or otherwise modified and in
effect, the "Indenture"), among the Issuer, HSBC Bank USA, National Association
as Indenture Trustee (in such capacity the "Indenture Trustee") and U.S. Bank
National Association, as Securities Administrator (in such capacity the
"Securities Administrator"); provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the January 15, 2010 Payment
Date (the "Class A-2 Final Scheduled Payment Date"). Capitalized terms used but
not defined herein are defined in Article I of the Indenture, which also
contains rules as to construction that shall be applicable herein.

     The Issuer shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date) or the Closing Date in the case



                                     A-2-1
<PAGE>

of the first Payment Date, subject to certain limitations contained in Section
3.1 of the Indenture. Interest on this Note will accrue for each Payment Date
from and including the 15th day of the calendar month immediately preceding such
Payment Date (or, in the case of the initial Payment Date, from the Closing
Date) to but excluding the 15th day of the calendar month of such Payment Date.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

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

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

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

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


                                     A-2-2
<PAGE>

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

Date:  June 11, 2007

                                        MERRILL AUTO TRUST SECURITIZATION 2007-1


                                        By:  U.S. BANK TRUST NATIONAL
                                             ASSOCIATION, not in its individual
                                             capacity but solely as Owner
                                             Trustee of Merrill Auto Trust
                                             Securitization 2007-1


                                             By:________________________________
                                                       Authorized Officer


         SECURITIES ADMINISTRATOR'S CERTIFICATE OF AUTHENTICATION

     This is one of the Class A-2 Notes designated above and referred to in the
within-mentioned Indenture.

Date:  June 11, 2007

                                        U.S. BANK NATIONAL ASSOCIATION, not in
                                        its individual capacity but solely as
                                        Securities Administrator


                                             By:________________________________
                                                       Authorized Officer


                                     A-2-3
<PAGE>

                                [REVERSE OF NOTE]


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-2 5.43% Asset Backed Notes (the "Class A-2 Notes"),
which together with the Issuer's Class A-1 5.3469% Asset Backed Notes (the
"Class A-1 Notes"), Class A-3 Floating Rate Asset Backed Notes (the "Class A-3
Notes"), Class A-4 Floating Rate Asset Backed Notes (the "Class A-4 Notes" and,
together with the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes, the
"Class A Notes"), Class B 5.79% Asset Backed Notes (the "Class B Notes") and
Class C 5.96% Asset Backed Notes (the "Class C Notes" and, together with the
Class A Notes and the Class B Notes, the "Notes"), are issued under the
Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes
are subject to all terms of the Indenture.

     Subject to the subordination provisions of the Indenture, the Class A
Notes, Class B Notes and Class C Notes, are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

     Principal of the Class A-2 Notes will be payable on each Payment Date in an
amount described on the face hereof. "Payment Date" means the 15th day of each
month, or, if any such day is not a Business Day, the next succeeding Business
Day, commencing July 16, 2007.

     As described on the face hereof, the entire unpaid principal amount of this
Note shall be due and payable on the Class A-2 Final Scheduled Payment Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee or the Noteholders of Notes
evidencing not less than a majority of the principal amount of the Controlling
Class have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2 of the Indenture. All principal payments on the Class
A-2 Notes shall be made pro rata to the Noteholders entitled thereto.

     Payments of interest on this Note on each Payment Date, together with the
installment of principal, if any, to the extent not in full payment of this
Note, shall be made to the Person whose name appears as the Registered
Noteholder of the Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five Business Days prior to such Payment Date and such Noteholder's Notes in the
aggregate evidence a denomination of not less than $1,000,000, or, if not, by
check mailed first-class postage prepaid to such Person's address as it appears
on the Note Register on such Record Date; provided that, unless Definitive Notes
have been issued to Note Owners, with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee
to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such payments will be
made without requiring that this Note be submitted for notation of payment. Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes)


                                     A-2-4
<PAGE>

effected by any payments made on any Payment Date shall be binding upon all
future Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon. If funds are expected to be available, as provided in the Indenture, for
payment in full of the then remaining unpaid principal amount of this Note on a
Payment Date, then the Securities Administrator, in the name of and on behalf of
the Issuer, will notify the Person who was the Registered Noteholder hereof as
of the Record Date preceding such Payment Date by notice mailed or transmitted
by facsimile prior to such Payment Date, and the amount then due and payable
shall be payable only upon presentation and surrender of this Note at the
Indenture Trustee's Corporate Trust Office as set forth in the Indenture.

     The Issuer shall pay interest on overdue installments of interest at the
Class A-2 Rate to the extent lawful.

     As provided in the Indenture, the Notes may be redeemed, in whole but not
in part, in the manner and to the extent described in the Indenture and the Sale
and Servicing Agreement.

     As provided in the Indenture, and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Noteholder hereof or such Noteholder's
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Note Registrar,
and thereupon one or more new Notes of the same Class in authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.

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


                                     A-2-5
<PAGE>

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

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

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

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

     The term "Issuer," as used in this Note, includes any successor to the
Issuer under the Indenture.

     The Issuer is permitted by the Indenture, under certain circumstances, to
merge or consolidate, subject to the rights of the Indenture Trustee, the
Securities Administrator and the Noteholders under the Indenture.

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


                                     A-2-6
<PAGE>

     This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

     No reference herein to the Indenture, and no provision of this Note or of
the Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of the Indenture Trustee, in its
individual capacity, the Securities Administrator, in its individual capacity,
the Owner Trustee, in its individual capacity, any owner of a beneficial
interest in the Issuer, or any of their respective partners, beneficiaries,
agents, officers, directors, employees or successors or assigns shall be
personally liable for, nor shall recourse be had to any of them for, the payment
of principal or of interest on this Note or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in the
Indenture. The holder of this Note, by such holder's acceptance hereof, agrees
that, except as expressly provided in the Basic Documents, in the case of an
Event of Default under the Indenture, the Noteholder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


                                     A-2-7
<PAGE>

                                   ASSIGNMENT


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

__________________________________________________________________________

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


________________________________________________________________________________
     (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________________, attorney, to transfer said Note
on the books kept for registration thereof, with full power of substitution in
the premises.

Dated: _____________________                      ____________________________*/
                                                  Signature Guaranteed

                                                  ____________________________*/
___________________________
*/ NOTICE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar.


                                     A-2-8
<PAGE>

                                  Exhibit A-3

                                 CLASS A-3 NOTE


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

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

     REGISTERED                        $174,000,000

     No. A-3-1                         CUSIP NO. 590170 AC 0

     MERRILL AUTO TRUST SECURITIZATION 2007-1

     CLASS A-3 FLOATING RATE ASSET BACKED NOTES

     Merrill Auto Trust Securitization 2007-1, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of ONE HUNDRED SEVENTY-FOUR MILLION
dollars payable on each Payment Date in an amount equal to the result obtained
by multiplying (i) a fraction the numerator of which is $174,000,000 (the
original face amount of this Note) and the denominator of which is $174,000,000
by (ii) the aggregate amount, if any, payable to holders of Class A-3 Notes on
such Payment Date from the Principal Distribution Account in respect of
principal on the Class A-3 Notes pursuant to Section 3.1 of the Indenture dated
as of May 31, 2007 (as from time to time amended, supplemented or otherwise
modified and in effect, the "Indenture"), among the Issuer, HSBC Bank USA,
National Association as Indenture Trustee (in such capacity the "Indenture
Trustee") and U.S. Bank National Association, as Securities Administrator (in
such capacity the "Securities Administrator"); provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
March 15, 2011 Payment Date (the "Class A-3 Final Scheduled Payment Date").
Capitalized terms used but not defined herein are defined in Article I of the
Indenture, which also contains rules as to construction that shall be applicable
herein.

     The Issuer shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date) or the Closing Date in the case


                                     A-3-1
<PAGE>

of the first Payment Date, subject to certain limitations contained in Section
3.1 of the Indenture. Interest on this Note will accrue for each Payment Date
from and including the 15th day of the calendar month immediately preceding such
Payment Date (or, in the case of the initial Payment Date, from the Closing
Date) to but excluding the 15th day of the calendar month of such Payment Date.
Interest will be computed on the basis of actual days elapsed and a 360-day
year. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

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

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

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

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


                                     A-3-2
<PAGE>

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

Date:  June 11, 2007

                                        MERRILL AUTO TRUST SECURITIZATION 2007-1


                                        By:  U.S. BANK TRUST NATIONAL
                                             ASSOCIATION, not in its individual
                                             capacity but solely as Owner
                                             Trustee of Merrill Auto Trust
                                             Securitization 2007-1


                                             By:________________________________
                                                       Authorized Officer


         SECURITIES ADMINISTRATOR'S CERTIFICATE OF AUTHENTICATION

     This is one of the Class A-3 Notes designated above and referred to in the
within-mentioned Indenture.

Date:  June 11, 2007

                                        U.S. BANK NATIONAL ASSOCIATION, not in
                                        its individual capacity but solely as
                                        Securities Administrator


                                             By:________________________________
                                                       Authorized Officer


                                     A-3-3
<PAGE>

                                [REVERSE OF NOTE]


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-3 Floating Rate, Asset Backed Notes (the "Class A-3
Notes"), which, together with the Issuer's Class A-1 5.3469% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2 5.43% Asset Backed Notes (the "Class A-2
Notes"), Class A-4 Floating Rate Asset Backed Notes (the "Class A-4 Notes" and,
together with the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes, the
"Class A Notes"), Class B 5.79% Asset Backed Notes (the "Class B Notes") and
Class C 5.96% Asset Backed Notes (the "Class C Notes", and together with the
Class A Notes and the Class B Notes, the "Notes"), are issued under the
Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes
are subject to all terms of the Indenture.

     Subject to the subordination provisions of the Indenture, the Class A
Notes, Class B Notes and Class C Notes, are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

     Principal of the Class A-3 Notes will be payable on each Payment Date in an
amount described on the face hereof. "Payment Date" means the 15th day of each
month, or, if any such day is not a Business Day, the next succeeding Business
Day, commencing July 16, 2007.

     As described on the face hereof, the entire unpaid principal amount of this
Note shall be due and payable on the Class A-3 Final Scheduled Payment Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee or the Noteholders of Notes
evidencing not less than a majority of the principal amount of the Controlling
Class have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2 of the Indenture. All principal payments on the Class
A-3 Notes shall be made pro rata to the Noteholders entitled thereto.

     Payments of interest on this Note on each Payment Date, together with the
installment of principal, if any, to the extent not in full payment of this
Note, shall be made to the Person whose name appears as the Registered
Noteholder of the Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five Business Days prior to such Payment Date and such Noteholder's Notes in the
aggregate evidence a denomination of not less than $1,000,000, or, if not, by
check mailed first-class postage prepaid to such Person's address as it appears
on the Note Register on such Record Date; provided that, unless Definitive Notes
have been issued to Note Owners, with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee
to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such payments will be
made without requiring that this Note be submitted for notation of payment. Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes)


                                     A-3-4
<PAGE>

effected by any payments made on any Payment Date shall be binding upon all
future Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon. If funds are expected to be available, as provided in the Indenture, for
payment in full of the then remaining unpaid principal amount of this Note on a
Payment Date, then the Securities Administrator, in the name of and on behalf of
the Issuer, will notify the Person who was the Registered Noteholder hereof as
of the Record Date preceding such Payment Date by notice mailed or transmitted
by facsimile prior to such Payment Date, and the amount then due and payable
shall be payable only upon presentation and surrender of this Note at the
Indenture Trustee's Corporate Trust Office as set forth in the Indenture.

     The Issuer shall pay interest on overdue installments of interest at the
Class A-3 Rate to the extent lawful.

     As provided in the Indenture, the Notes may be redeemed, in whole but not
in part, in the manner and to the extent described in the Indenture and the Sale
and Servicing Agreement.

     As provided in the Indenture, and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Noteholder hereof or such Noteholder's
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Note Registrar,
and thereupon one or more new Notes of the same Class in authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.

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


                                     A-3-5
<PAGE>

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

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

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

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

     The term "Issuer," as used in this Note, includes any successor to the
Issuer under the Indenture.

     The Issuer is permitted by the Indenture, under certain circumstances, to
merge or consolidate, subject to the rights of the Indenture Trustee, the
Securities Administrator and the Noteholders under the Indenture.

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


                                     A-3-6
<PAGE>

     This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

     No reference herein to the Indenture, and no provision of this Note or of
the Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of the Indenture Trustee, in its
individual capacity, the Securities Administrator, in its individual capacity,
the Owner Trustee, in its individual capacity, any owner of a beneficial
interest in the Issuer, or any of their respective partners, beneficiaries,
agents, officers, directors, employees or successors or assigns shall be
personally liable for, nor shall recourse be had to any of them for, the payment
of principal or of interest on this Note or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in the
Indenture. The holder of this Note, by such holder's acceptance hereof, agrees
that, except as expressly provided in the Basic Documents, in the case of an
Event of Default under the Indenture, the Noteholder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


                                     A-3-7
<PAGE>

                                   ASSIGNMENT


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

__________________________________________________________________________

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

________________________________________________________________________________
     (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________________, attorney, to transfer said Note
on the books kept for registration thereof, with full power of substitution in
the premises.

Dated: _____________________                      ____________________________*/
                                                  Signature Guaranteed

                                                  ____________________________*/
___________________________
*/ NOTICE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar.


                                     A-3-8
<PAGE>

                                  Exhibit A-4

                                 CLASS A-4 NOTE


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

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

     REGISTERED                        $187,630,000

     No. A-4-1                         CUSIP NO. 590170 AD 8

     MERRILL AUTO TRUST SECURITIZATION 2007-1

     CLASS A-4 FLOATING RATE ASSET BACKED NOTES

     Merrill Auto Trust Securitization 2007-1, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of ONE HUNDRED EIGHTY-SEVEN MILLION SIX
HUNDRED THIRTY THOUSAND dollars payable on each Payment Date in an amount equal
to the result obtained by multiplying (i) a fraction the numerator of which is
$187,630,000 (the original face amount of this Note) and the denominator of
which is $187,630,000 by (ii) the aggregate amount, if any, payable to holders
of Class A-4 Notes on such Payment Date from the Principal Distribution Account
in respect of principal on the Class A-4 Notes pursuant to Section 3.1 of the
Indenture dated as of May 31, 2007 (as from time to time amended, supplemented
or otherwise modified and in effect, the "Indenture"), among the Issuer, HSBC
Bank USA, National Association as Indenture Trustee (in such capacity the
"Indenture Trustee") and U.S. Bank National Association, as Securities
Administrator (in such capacity the "Securities Administrator"); provided,
however, that the entire unpaid principal amount of this Note shall be due and
payable on the December 16, 2013 Payment Date (the "Class A-4 Final Scheduled
Payment Date"). Capitalized terms used but not defined herein are defined in
Article I of the Indenture, which also contains rules as to construction that
shall be applicable herein.

     The Issuer shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to


                                     A-4-1
<PAGE>

all payments of principal made on the preceding Payment Date) or the Closing
Date in the case of the first Payment Date, subject to certain limitations
contained in Section 3.1 of the Indenture. Interest on this Note will accrue for
each Payment Date from and including the 15th day of the calendar month
immediately preceding such Payment Date (or, in the case of the initial Payment
Date, from the Closing Date) to but excluding the 15th day of the calendar month
of such Payment Date. Interest will be computed on the basis of actual days
elapsed and a 360-day year. Such principal of and interest on this Note shall be
paid in the manner specified on the reverse hereof.

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

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

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

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


                                     A-4-2
<PAGE>

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

Date:  June 11, 2007

                                        MERRILL AUTO TRUST SECURITIZATION 2007-1


                                        By:  U.S. BANK TRUST NATIONAL
                                             ASSOCIATION, not in its individual
                                             capacity but solely as Owner
                                             Trustee of Merrill Auto Trust
                                             Securitization 2007-1


                                             By:  ______________________________
                                                       Authorized Officer


         SECURITIES ADMINISTRATOR'S CERTIFICATE OF AUTHENTICATION

     This is one of the Class A-4 Notes designated above and referred to in the
within-mentioned Indenture.

Date:  June 11, 2007

                                        U.S. BANK NATIONAL ASSOCIATION, not in
                                        its individual capacity but solely as
                                        Securities Administrator


                                             By:  ______________________________
                                                       Authorized Officer


                                     A-4-3
<PAGE>

                                [REVERSE OF NOTE]


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-4 Floating Rate Asset Backed Notes (the "Class A-4
Notes"), which, together with the Issuer's Class A-1 5.3469% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2 5.43% Asset Backed Notes (the "Class A-2
Notes"), Class A-3 Floating Rate Asset Backed Notes (the "Class A-3 Notes" and,
together with the Class A-1 Notes, Class A-2 Notes and Class A-4 Notes, the
"Class A Notes"), Class B 5.79% Asset Backed Notes (the "Class B Notes") and
Class C 5.96% Asset Backed Notes (the "Class C Notes", and together with the
Class A Notes and the Class B Notes, the "Notes"), are issued under the
Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes
are subject to all terms of the Indenture.

     Subject to the subordination provisions of the Indenture, the Class A
Notes, Class B Notes and Class C Notes, are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

     Principal of the Class A-4 Notes will be payable on each Payment Date in an
amount described on the face hereof. "Payment Date" means the 15th day of each
month, or, if any such day is not a Business Day, the next succeeding Business
Day, commencing July 16, 2007.

     As described on the face hereof, the entire unpaid principal amount of this
Note shall be due and payable on the Class A-4 Final Scheduled Payment Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee or the Noteholders of Notes
evidencing not less than a majority of the principal amount of the Controlling
Class have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2 of the Indenture. All principal payments on the Class
A-4 Notes shall be made pro rata to the Noteholders entitled thereto.

     Payments of interest on this Note on each Payment Date, together with the
installment of principal, if any, to the extent not in full payment of this
Note, shall be made to the Person whose name appears as the Registered
Noteholder of the Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five Business Days prior to such Payment Date and such Noteholder's Notes in the
aggregate evidence a denomination of not less than $1,000,000, or, if not, by
check mailed first-class postage prepaid to such Person's address as it appears
on the Note Register on such Record Date; provided that, unless Definitive Notes
have been issued to Note Owners, with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee
to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such payments will be
made without requiring that this Note be submitted for notation of payment. Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes)


                                     A-4-4
<PAGE>

effected by any payments made on any Payment Date shall be binding upon all
future Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon. If funds are expected to be available, as provided in the Indenture, for
payment in full of the then remaining unpaid principal amount of this Note on a
Payment Date, then the Securities Administrator, in the name of and on behalf of
the Issuer, will notify the Person who was the Registered Noteholder hereof as
of the Record Date preceding such Payment Date by notice mailed or transmitted
by facsimile prior to such Payment Date, and the amount then due and payable
shall be payable only upon presentation and surrender of this Note at the
Indenture Trustee's Corporate Trust Office as set forth in the Indenture.

     The Issuer shall pay interest on overdue installments of interest at the
Class A-4 Rate to the extent lawful.

     As provided in the Indenture, the Notes may be redeemed, in whole but not
in part, in the manner and to the extent described in the Indenture and the Sale
and Servicing Agreement.

     As provided in the Indenture, and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Noteholder hereof or such Noteholder's
attorney duly authorized in writing, with such signature guaranteed by an
"eligible guarantor institution" meeting the requirements of the Note Registrar,
and thereupon one or more new Notes of the same Class in authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.

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


                                     A-4-5
<PAGE>

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

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

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

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

     The term "Issuer," as used in this Note, includes any successor to the
Issuer under the Indenture.

     The Issuer is permitted by the Indenture, under certain circumstances, to
merge or consolidate, subject to the rights of the Indenture Trustee, the
Securities Administrator and the Noteholders under the Indenture.

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


                                     A-4-6
<PAGE>

     This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

     No reference herein to the Indenture, and no provision of this Note or of
the Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of the Indenture Trustee, in its
individual capacity, the Securities Administrator, in its individual capacity,
the Owner Trustee, in its individual capacity, any owner of a beneficial
interest in the Issuer, or any of their respective partners, beneficiaries,
agents, officers, directors, employees or successors or assigns shall be
personally liable for, nor shall recourse be had to any of them for, the payment
of principal or of interest on this Note or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in the
Indenture. The holder of this Note, by such holder's acceptance hereof, agrees
that, except as expressly provided in the Basic Documents, in the case of an
Event of Default under the Indenture, the Noteholder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


                                     A-4-7
<PAGE>

                                   ASSIGNMENT


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

__________________________________________________________________________

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

________________________________________________________________________________
     (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________________, attorney, to transfer said Note
on the books kept for registration thereof, with full power of substitution in
the premises.

Dated: _____________________                      ____________________________*/
                                                  Signature Guaranteed

                                                  ____________________________*/
___________________________
*/ NOTICE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar.


                                     A-4-8
<PAGE>

                                   Exhibit B

                                  CLASS B NOTE


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

     PAYMENTS ON THIS NOTE ARE SUBORDINATE TO THE PAYMENT OF PRINCIPAL OF, AND
INTEREST ON, THE CLASS A NOTES.

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

     REGISTERED                        $51,753,000

     No.  B-1                          CUSIP NO. 590170 AE 6

     MERRILL AUTO TRUST SECURITIZATION 2007-1

     CLASS B 5.79% ASSET BACKED NOTES

     Merrill Auto Trust Securitization 2007-1, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of FIFTY-ONE MILLION SEVEN HUNDRED
FIFTY-THREE THOUSAND dollars payable on each Payment Date in an amount equal to
the result obtained by multiplying (i) a fraction the numerator of which is
$51,753,000 (the original face amount of this Note) and the denominator of which
is $51,753,000 by (ii) the aggregate amount, if any, payable to holders of Class
B Notes on such Payment Date from the Principal Distribution Account in respect
of principal on the Class B Notes pursuant to Section 3.1 of the Indenture dated
as of May 31, 2007 (as from time to time amended, supplemented or otherwise
modified and in effect, the "Indenture"), among the Issuer, HSBC Bank USA,
National Association, as Indenture Trustee (in such capacity the "Indenture
Trustee") and U.S. Bank National Association, as Securities Administrator (in
such capacity the "Securities Administrator"); provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
earlier of the December 16, 2013 Payment Date (the "Class B Final Scheduled
Payment Date") and the Prepayment Date, if any, pursuant to Section 10.1 of the
Indenture. Capitalized terms used but not defined herein are defined in Article
I of the Indenture, which also contains rules as to construction that shall be
applicable herein.


                                      B-1
<PAGE>

     The Issuer shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date) or the Closing Date in the case of the first Payment
Date, subject to certain limitations contained in Section 3.1 of the Indenture.
Interest on this Note will accrue for each Payment Date from and including the
15th day of the calendar month immediately preceding such Payment Date (or, in
the case of the initial Payment Date, from the Closing Date) to but excluding
the 15th day of the calendar month of such Payment Date. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. Such principal
of and interest on this Note shall be paid in the manner specified on the
reverse hereof.

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

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

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

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


                                      B-2
<PAGE>

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

Date: June 11, 2007

                                        MERRILL AUTO TRUST SECURITIZATION 2007-1


                                        By:  U.S. BANK TRUST NATIONAL
                                             ASSOCIATION, not in its individual
                                             capacity but solely as Owner
                                             Trustee of Merrill Auto Trust
                                             Securitization 2007-1


                                             By:________________________________
                                                      Authorized Officer


         SECURITIES ADMINISTRATOR'S CERTIFICATE OF AUTHENTICATION

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

Date:  June 11, 2007

                                        U.S. BANK NATIONAL ASSOCIATION, not in
                                        its individual capacity but solely as
                                        Securities Administrator


                                             By:________________________________
                                                      Authorized Officer


                                      B-3
<PAGE>

                                [REVERSE OF NOTE]


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class B 5.79% Asset Backed Notes (the "Class B Notes"), which,
together with the Issuer's Class A-1 5.3469% Asset Backed Notes (the "Class A-1
Notes"), Class A-2 5.43% Asset Backed Notes (the "Class A-2 Notes"), Class A-3
Floating Rate Asset Backed Notes (the "Class A-3 Notes"), Class A-4 Floating
Rate Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1
Notes, Class A-2 Notes and Class A-3 Notes) and Class C 5.96% Asset Backed Notes
(the "Class C Notes" and, together with the Class A Notes and the Class B Notes,
the "Notes"), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Securities
Administrator and the Noteholders. The Notes are subject to all terms of the
Indenture.

     Subject to the subordination provisions of the Indenture, the Class A
Notes, Class B Notes and Class C Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

     Principal of the Class B Notes will be payable on each Payment Date in an
amount described on the face hereof. "Payment Date" means the 15th day of each
month, or, if any such day is not a Business Day, the next succeeding Business
Day, commencing July 16, 2007.

     As described on the face hereof, the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the Class B Final Scheduled
Payment Date and the Prepayment Date, if any, pursuant to Section 10.1 of the
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of
the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Securities Administrator or the
Noteholders of Notes evidencing not less than a majority of the principal amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the Indenture. All principal
payments on the Class B Notes shall be made pro rata to the Noteholders entitled
thereto.

     Payments of interest on this Note on each Payment Date, together with the
installment of principal, if any, to the extent not in full payment of this
Note, shall be made to the Person whose name appears as the Registered
Noteholder of the Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five Business Days prior to such Payment Date and such Noteholder's Notes in the
aggregate evidence a denomination of not less than $1,000,000, or, if not, by
check mailed first-class postage prepaid to such Person's address as it appears
on the Note Register on such Record Date; provided that, unless Definitive Notes
have been issued to Note Owners, with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee
to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such payments will be
made without requiring that this Note be submitted for notation of payment.


                                      B-4
<PAGE>

Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) effected by any payments made on any Payment Date shall be
binding upon all future Noteholders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Note on a Payment Date, then the Securities Administrator, in the name of
and on behalf of the Issuer, will notify the Person who was the Registered
Noteholder hereof as of the Record Date preceding such Payment Date by notice
mailed or transmitted by facsimile prior to such Payment Date, and the amount
then due and payable shall be payable only upon presentation and surrender of
this Note at the Securities Administrator's Corporate Trust Office as set forth
in the Indenture.

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

     As provided in the Indenture, the Notes may be redeemed, in whole but not
in part, in the manner and to the extent described in the Indenture and the Sale
and Servicing Agreement.

     The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by the
Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Securities Administrator duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized
in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

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


                                      B-5
<PAGE>

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

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

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

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

     The term "Issuer," as used in this Note, includes any successor to the
Issuer under the Indenture.

     The Issuer is permitted by the Indenture, under certain circumstances, to
merge or consolidate, subject to the rights of the Indenture Trustee, the
Securities Administrator and the Noteholders under the Indenture.

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


                                      B-6
<PAGE>

     This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

     No reference herein to the Indenture, and no provision of this Note or of
the Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of the Indenture Trustee, in its
individual capacity, the Securities Administrator, in its individual capacity,
the Owner Trustee, in its individual capacity, any owner of a beneficial
interest in the Issuer, or any of their respective partners, beneficiaries,
agents, officers, directors, employees or successors or assigns shall be
personally liable for, nor shall recourse be had to any of them for, the payment
of principal or of interest on this Note or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in the
Indenture. The holder of this Note, by such holder's acceptance hereof, agrees
that, except as expressly provided in the Basic Documents, in the case of an
Event of Default under the Indenture, the Noteholder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


                                      B-7
<PAGE>

                                   ASSIGNMENT


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

__________________________________________________________________________

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


________________________________________________________________________________
     (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________________, attorney, to transfer said Note
on the books kept for registration thereof, with full power of substitution in
the premises.

Dated: _____________________                      ____________________________*/
                                                  Signature Guaranteed

                                                  ____________________________*/
___________________________
*/ NOTICE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar.


                                      B-8
<PAGE>

                                   Exhibit C

                                  CLASS C NOTE


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

     PAYMENTS ON THIS NOTE ARE SUBORDINATE TO THE PAYMENT OF PRINCIPAL OF, AND
INTEREST ON, THE CLASS A NOTES AND THE CLASS B NOTES.

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

     REGISTERED                        $35,829,000

     No. C-1                           CUSIP NO. 590170 AF 3

     MERRILL AUTO TRUST SECURITIZATION 2007-1

     CLASS C 5.96% ASSET BACKED NOTES

     Merrill Auto Trust Securitization 2007-1, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of THIRTY-FIVE MILLION EIGHT HUNDRED
TWENTY-NINE THOUSAND dollars payable on each Payment Date in an amount equal to
the result obtained by multiplying (i) a fraction the numerator of which is
$35,829,000 (the original face amount of this Note) and the denominator of which
is $35,829,000 by (ii) the aggregate amount, if any, payable to holders of Class
C Notes on such Payment Date from the Principal Distribution Account in respect
of principal on the Class C Notes pursuant to Section 3.1 of the Indenture dated
as of May 31, 2007 (as from time to time amended, supplemented or otherwise
modified and in effect, the "Indenture"), among the Issuer, HSBC Bank USA,
National Association, as Indenture Trustee (in such capacity the "Indenture
Trustee") and U.S. Bank National Association, as Securities Administrator (in
such capacity the "Securities Administrator"); provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
earlier of the December 16, 2013 Payment Date (the "Class C Final Scheduled
Payment Date") and the Prepayment Date, if any, pursuant to Section 10.1 of the
Indenture. Capitalized terms used but not defined herein are defined in Article
I of the Indenture, which also contains rules as to construction that shall be
applicable herein.


                                      C-1
<PAGE>

     The Issuer shall pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date) or the Closing Date in the case of the first Payment
Date, subject to certain limitations contained in Section 3.1 of the Indenture.
Interest on this Note will accrue for each Payment Date from and including the
15th day of the calendar month immediately preceding such Payment Date (or, in
the case of the initial Payment Date, from the Closing Date) to but excluding
the 15th day of the calendar month of such Payment Date. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. Such principal
of and interest on this Note shall be paid in the manner specified on the
reverse hereof.

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

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

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

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


                                      C-2
<PAGE>

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

Date: June 11, 2007

                                        MERRILL AUTO TRUST SECURITIZATION 2007-1


                                        By:  U.S. BANK TRUST NATIONAL
                                             ASSOCIATION, not in its individual
                                             capacity but solely as Owner
                                             Trustee of Merrill Auto Trust
                                             Securitization 2007-1


                                             By: _______________________________
                                                        Authorized Officer


            SECURITIES ADMINISTRATOR'S CERTIFICATE OF AUTHENTICATION

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

Date:  June 11, 2007

                                        U.S. BANK NATIONAL ASSOCIATION, not in
                                        its individual capacity but solely as
                                        Securities Administrator


                                             By: _______________________________
                                                        Authorized Officer


                                      C-3
<PAGE>

                                [REVERSE OF NOTE]


     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class C 5.96% Asset Backed Notes (the "Class C Notes"), Class
A-1 5.3469% Asset Backed Notes (the "Class A-1 Notes"), Class A-2 5.43% Asset
Backed Notes (the "Class A-2 Notes"), Class A-3 Floating Rate Asset Backed Notes
(the "Class A-3 Notes"), Class A-4 Floating Rate Asset Backed Notes (the "Class
A-4 Notes" and, together with the Class A-1 Notes, Class A-2 Notes and Class A-3
Notes", the "Class A Notes") and the Class B 5.79% Asset Backed Notes (the
"Class B Notes" and, together with the Class A Notes and the Class C Notes, the
"Notes"), are issued under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Securities Administrator
and the Noteholders. The Notes are subject to all terms of the Indenture.

     Subject to the subordination provisions of the Indenture, the Class A
Notes, Class B Notes and Class C Notes, are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

     Principal of the Class C Notes will be payable on each Payment Date in an
amount described on the face hereof. "Payment Date" means the 15th day of each
month, or, if any such day is not a Business Day, the next succeeding Business
Day, commencing July 16, 2007.

     As described on the face hereof, the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the Class C Final Scheduled
Payment Date and the Prepayment Date, if any, pursuant to Section 10.1 of the
Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of
the Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Securities Administrator or the
Noteholders of Notes evidencing not less than a majority of the principal amount
of the Controlling Class have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the Indenture. All principal
payments on the Class C Notes shall be made pro rata to the Noteholders entitled
thereto.

     Payments of interest on this Note on each Payment Date, together with the
installment of principal, if any, to the extent not in full payment of this
Note, shall be made to the Person whose name appears as the Registered
Noteholder of the Note (or one or more Predecessor Notes) on the Note Register
as of the close of business on each Record Date either by wire transfer in
immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five Business Days prior to such Payment Date and such Noteholder's Notes in the
aggregate evidence a denomination of not less than $1,000,000, or, if not, by
check mailed first-class postage prepaid to such Person's address as it appears
on the Note Register on such Record Date; provided that, unless Definitive Notes
have been issued to Note Owners, with respect to Notes registered on the Record
Date in the name of the nominee of the Clearing Agency (initially, such nominee
to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such payments will be
made without requiring that this Note be submitted for notation of payment.


                                      C-4
<PAGE>

Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) effected by any payments made on any Payment Date shall be
binding upon all future Noteholders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Note on a Payment Date, then the Securities Administrator, in the name of
and on behalf of the Issuer, will notify the Person who was the Registered
Noteholder hereof as of the Record Date preceding such Payment Date by notice
mailed or transmitted by facsimile prior to such Payment Date, and the amount
then due and payable shall be payable only upon presentation and surrender of
this Note at the Securities Administrator's Corporate Trust Office as set forth
in the Indenture.

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

     As provided in the Indenture, the Notes may be redeemed, in whole but not
in part, in the manner and to the extent described in the Indenture and the Sale
and Servicing Agreement.

     The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by the
Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Securities Administrator duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized
in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

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


                                      C-5
<PAGE>

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

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

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

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

     The term "Issuer," as used in this Note, includes any successor to the
Issuer under the Indenture.

     The Issuer is permitted by the Indenture, under certain circumstances, to
merge or consolidate, subject to the rights of the Indenture Trustee, the
Securities Administrator and the Noteholders under the Indenture.

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


                                      C-6
<PAGE>

     This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

     No reference herein to the Indenture, and no provision of this Note or of
the Indenture, shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of the Indenture Trustee, in its
individual capacity, the Securities Administrator, in its individual capacity,
the Owner Trustee, in its individual capacity, any owner of a beneficial
interest in the Issuer, or any of their respective partners, beneficiaries,
agents, officers, directors, employees or successors or assigns shall be
personally liable for, nor shall recourse be had to any of them for, the payment
of principal or of interest on this Note or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in the
Indenture. The holder of this Note, by such holder's acceptance hereof, agrees
that, except as expressly provided in the Basic Documents, in the case of an
Event of Default under the Indenture, the Noteholder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


                                      C-7
<PAGE>

                                   ASSIGNMENT


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

__________________________________________________________________________

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

________________________________________________________________________________
     (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________________, attorney, to transfer said Note
on the books kept for registration thereof, with full power of substitution in
the premises.

Dated: _____________________                      ____________________________*/
                                                  Signature Guaranteed

                                                  ____________________________*/
___________________________
*/ NOTICE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar.

                                      C-8
<PAGE>

                                   SCHEDULE B


    Payment Date          Loss Percentage
    ------------          ---------------
     07/15/2007               0.200%
     08/15/2007               0.400%
     09/15/2007               0.550%
     10/15/2007               0.750%
     11/15/2007               0.850%
     12/15/2007               1.000%
     01/15/2008               1.150%
     02/15/2008               1.300%
     03/15/2008               1.450%
     04/15/2008               1.600%
     05/15/2008               1.750%
     06/15/2008               1.850%
     07/15/2008               2.000%
     08/15/2008               2.100%
     09/15/2008               2.250%
     10/15/2008               2.350%
     11/15/2008               2.450%
     12/15/2008               2.600%
     01/15/2009               2.700%
     02/15/2009               2.800%
     03/15/2009               2.900%
     04/15/2009               3.000%
     05/15/2009               3.000%
     06/15/2009               3.150%
     07/15/2009               3.250%
     08/15/2009               3.300%
     09/15/2009               3.400%
     10/15/2009               3.400%
     11/15/2009               3.500%
     12/15/2009               3.600%
     01/15/2010               3.600%
     02/15/2010               3.700%
     03/15/2010               3.700%
     04/15/2010               3.750%
     05/15/2010               3.800%
     06/15/2010               3.850%
     07/15/2010               3.900%
     08/15/2010               3.900%
     09/15/2010               3.900%
     10/15/2010               4.000%
     11/15/2010               4.000%
     12/15/2010               4.000%
     01/15/2011               4.000%
     02/15/2011               4.100%
     03/15/2011               4.100%
     04/15/2011               4.100%
     05/15/2011               4.100%
     06/15/2011               4.200%
     07/15/2011               4.200%
     08/15/2011               4.200%
     09/15/2011               4.200%
     10/15/2011               4.200%
     11/15/2011               4.200%
   12/15/2011 and             4.250%
    each Payment
   Date thereafter

<PAGE>

                                   Appendix A

                              DEFINITIONS AND USAGE

     The following rules of construction and usage shall be applicable to any
agreement, instrument, certificate or document that is governed by this
Appendix:

     (a) All terms defined in this Appendix shall have the defined meanings when
used in any agreement or instrument governed hereby and in any certificate or
other document made or delivered pursuant thereto unless otherwise defined
therein.

     (b) As used herein, in any agreement or instrument governed hereby and in
any certificate or other document made or delivered pursuant thereto, accounting
terms not defined in this Appendix or in any such agreement, instrument,
certificate or other document, and accounting terms partly defined in this
Appendix or in any such agreement, instrument, certificate or other document, to
the extent not defined, shall have the respective meanings given to them under
generally accepted accounting principles as in effect on the date of such
agreement or instrument. To the extent that the definitions of accounting terms
in this Appendix or in any such agreement, instrument, certificate or other
document are inconsistent with the meanings of such terms under generally
accepted accounting principles, the definitions contained in this Appendix or in
any such instrument, certificate or other document shall control.

     The words "hereof," "herein," "hereunder" and words of similar import when
used in an agreement or instrument refer to such agreement or instrument as a
whole and not to any particular provision or subdivision thereof; references in
an agreement or instrument to "Article," "Section" or another subdivision or to
an attachment are, unless the context otherwise requires, to an article, section
or subdivision of or an attachment to such agreement or instrument; and the term
"including" and its variations shall be deemed to be followed by "without
limitation."

     The definitions contained in this Appendix are equally applicable to both
the singular and plural forms of such terms and to the masculine as well as to
the feminine and neuter genders of such terms.

     Any agreement, instrument or statute defined or referred to below or in any
agreement or instrument that is governed by this Appendix means such agreement
or instrument or statute as from time to time amended, modified or supplemented,
including (in the case of agreements or instruments) by waiver or consent and
(in the case of statutes) by succession of comparable successor statutes and
includes (in the case of agreements or instruments) references to all
attachments thereto and instruments incorporated therein. References to a Person
are also to its permitted successors and assigns.

                                   Definitions

     "Accrued Class A Note Interest" shall mean, with respect to any Payment
Date, the sum of the Class A Noteholders' Monthly Accrued Interest for such
Payment Date and the Class A Noteholders' Interest Carryover Shortfall for such
Payment Date.

<PAGE>

     "Accrued Class B Note Interest" shall mean, with respect to any Payment
Date, the sum of the Class B Noteholders' Monthly Accrued Interest for such
Payment Date and the Class B Noteholders' Interest Carryover Shortfall for such
Payment Date.

     "Accrued Class C Note Interest" shall mean, with respect to any Payment
Date, the sum of the Class C Noteholders' Monthly Accrued Interest for such
Payment Date and the Class C Noteholders' Interest Carryover Shortfall for such
Payment Date.

     "Act" shall have the meaning specified in Section 11.3(a) of the Indenture.

     "Adjusted Principal Balance" shall mean, as of any date of determination,
(i) if the interest rate per annum set forth in the Receivable is at least equal
to the Minimum Required APR, the Principal Balance of such Receivable and (ii)
if the interest rate per annum set forth in the Receivable is less than the
Minimum Required APR, the present value of all remaining Scheduled Payments on
such Receivable discounted from the due date on a monthly basis at the Minimum
Required APR. The Adjusted Principal Balance for any Receivable shall be
calculated by the Master Servicer by (1) calculating the number of remaining
Scheduled Payments (rounded up to a whole number) using the Principal Balance as
reported by the Receivables Servicer, the interest rate per annum specified in
Schedule A to the Sale and Servicing Agreement and the amount of the Scheduled
Payment specified in Schedule A to the Sale and Servicing Agreement, then (2)
calculating a total payment amount for such Receivable using the total number of
Scheduled Payments determined in clause (1) above, then (3) computing the
present value of the total payment amount calculated in clause (2) using a
discount rate of 8.25% per annum for the number of payments calculated in clause
(1).

     "Administration Agreement" shall mean the Administration Agreement, dated
as of May 31, 2007, among the Administrator, the Issuer and the Master Servicer,
as amended.

     "Administrator" shall mean Merrill Lynch Bank USA, a Utah industrial bank,
and its successors.

     "Administrator Fee" shall mean, with respect to a Collection Period, the
fee payable to the Administrator for services rendered during such Collection
Period for administrative duties, which shall be equal to one-twelfth of the
Administrator Fee Rate multiplied by the aggregate Principal Balance of the
Receivables as of the first day of the Collection Period.

     "Administrator Fee Rate" shall mean 0.200%.

     "Affiliate" shall mean, with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect to
any Person shall mean 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" shall have meanings correlative to the foregoing.

     "Aggregate Principal Balance" shall mean $881,547,644.90, as of the Cut-off
Date.


                                       2
<PAGE>

     "Aggregate Servicing Fee" shall mean the aggregate of the Receivables
Servicer Servicing Fees and the Servicing Fee payable to the Receivables
Servicers and the Master Servicer, respectively.

     "Amount Financed" shall mean, with respect to a Receivable, the amount
advanced under the Receivable toward the purchase price of the Financed Vehicle
and any related costs.

     "Annual Percentage Rate" or "APR" of a Receivable shall mean the annual
rate of finance charges stated in the Receivable.

     "Applicable Tax State" shall mean, as of any date of determination, the
State in which the Owner Trustee maintains its Corporate Trust Office.

     "Authenticating Agent" shall have the meaning specified in Section 2.14 of
the Indenture or 3.11 of the Trust Agreement, as applicable.

     "Authorized Officer" shall mean, (i) with respect to the Issuer, any
officer within the Corporate Trust Office of the Owner Trustee, including any
vice president, assistant vice president, secretary, assistant secretary or any
other officer of the Owner Trustee customarily performing functions similar to
those performed by any of the above designated officers; (ii) with respect to
the Indenture Trustee, the Securities Administrator or the Owner Trustee, any
officer within the Corporate Trust Office of the Indenture Trustee, the
Securities Administrator or the Owner Trustee, as the case may be, including any
vice president, assistant vice president, secretary, assistant secretary, trust
officer or any other officer of the Indenture Trustee, the Securities
Administrator or the Owner Trustee, as the case may be, customarily performing
functions similar to those performed by any of the above designated officers and
also, with respect to a particular matter, any other officer to whom such matter
is referred because of such officer's knowledge of and familiarity with the
particular subject and (iii) with respect to the Master Servicer, any designated
servicing officer whose name and title has been provided to the Securities
Administrator in writing as being an Authorized Officer for purposes of the Sale
and Servicing Agreement.

     "Available Collections" shall mean, for any Payment Date, the sum of the
following amounts with respect to the Collection Period preceding such Payment
Date: (i) all payments collected on the Receivables (other than the portion of
any Obligor payment related to the interest accrued on each Receivable up to its
last scheduled payment date prior to May 31, 2007); (ii) all Liquidation
Proceeds attributable to Receivables which were designated as Defaulted
Receivables in the related Collection Period in accordance with the Receivables
Servicer's customary servicing procedures; (iii) all Recoveries; (iv) payments
under physical damage and other insurance policies relating to the Obligors or
the Financed Vehicles to the extent not released to the Receivables Servicer
under the Receivables Servicing Agreement; (v) the Purchase Amount received with
respect to each Receivable that became a Purchased Receivable during such
Collection Period; (vi) any Net Swap Receipt and any termination payment
received from the Counterparties that is not used to enter into a replacement
Interest Rate Swap Agreement pursuant to Section 3.20(b) of the Indenture; (vii)
investment earnings, if any, on funds on deposit in the Trust Accounts
established in connection with the Trust, to the extent allocated to the Trust
and (viii) partial prepayments of any refunded item included in the


                                       3
<PAGE>

Principal Balance of a Receivable, such as extended warranty protection plan
costs, or physical damage, credit life, disability insurance premiums, or any
partial prepayment which causes a reduction in the Obligor's periodic payment to
an amount below the Scheduled Payment as of the Cut-off Date; provided, however,
that in calculating the Available Collections the following will be excluded:
(a) the Receivables Servicer Servicing Fee payable to the Receivables Servicer
from Collections in respect of the respective Receivables serviced by it; (b)
all payments and proceeds (including Liquidation Proceeds) of any Receivables
the Purchase Amount of which has been included in Available Collections in a
prior Collection Period; and (c) any late fees, prepayment charges or other
administrative fees or similar charges allowed by applicable law, collected or
retained by the Receivables Servicer during the related Collection Period.

     "Bankruptcy Code" shall mean the United States Bankruptcy Code, 11 U.S.C.
101 et seq., as amended.

     "Basic Documents" shall mean the Certificate of Trust, the Trust Agreement,
the Sale and Servicing Agreement, the Receivables Purchase Agreement, the
Indenture, the Interest Rate Swap Agreements, the Underwriting Agreement, the
Administration Agreement, the Note Depository Agreement and the other documents
and certificates delivered in connection therewith.

     "Book-Entry Note" shall mean a beneficial interest in any of the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class
B Notes and the Class C Notes in each case issued in book-entry form.

     "Business Day" shall mean any day other than a Saturday, a Sunday or a day
on which banking institutions or trust companies in the State of New York, the
State of Delaware, the state in which the Corporate Trust Office of the
Indenture Trustee or the state in which the Corporate Trust Office of the
Securities Administrator are authorized by law, regulation or executive order to
be closed.

     "Calculation Agent" shall mean the Securities Administrator.

     "Center One" shall mean CenterOne Financial Services LLC.

     "Certificate Distribution Account" shall mean the account established and
maintained as such pursuant to Section 4.1 of the Sale and Servicing Agreement.

     "Certificateholder" or "Holder of a Certificate" shall mean a Person in
whose name a Certificate is registered in the Certificate Register.

     "Certificate of Trust" shall mean the certificate of trust filed for the
Trust pursuant to Section 3810(a) of the Statutory Trust Statute.

     "Certificate Paying Agent" shall mean any paying agent or co-paying agent
appointed pursuant to Section 3.09 of the Trust Agreement and shall initially be
the Securities Administrator.


                                       4
<PAGE>

     "Certificate Percentage Interest" shall mean, with respect to a
Certificate, the percentage specified on such Certificate as the Certificate
Percentage Interest, which percentage represents the beneficial interest of such
Certificate in the Issuer. The aggregate Certificate Percentage Interest shall
be 100%.

     "Certificate Register" shall mean the certificate register maintained
pursuant to Section 3.04 of the Trust Agreement.

     "Certificate Registrar" shall mean any certificate registrar acting in
accordance with Section 3.04 of the Trust Agreement and shall initially be the
Owner Trustee.

     "Certificates" shall mean the certificates evidencing the beneficial
interest of a Certificateholder in the Trust, substantially in the form of
Exhibit A to the Trust Agreement; provided, however, that the Owner Trust Estate
has been pledged to the Indenture Trustee to secure payment of the Notes and
that the rights of the Certificateholders to receive distributions on the
Certificates are subordinated to the rights of the Noteholders as described in
the Sale and Servicing Agreement, the Indenture and the Trust Agreement.

     "Class" shall mean any one of the classes of Notes.

     "Class A Noteholders' Interest Carryover Shortfall" shall mean, with
respect to any Payment Date, the sum of the Class A-1 Noteholders' Interest
Carryover Shortfall for such Payment Date, the Class A-2 Noteholders' Interest
Carryover Shortfall for such Payment Date, the Class A-3 Noteholders' Interest
Carryover Shortfall for such Payment Date and the Class A-4 Noteholders'
Interest Carryover Shortfall for such Payment Date.

     "Class A Noteholders' Monthly Accrued Interest" shall mean, with respect to
any Payment Date, the sum of the Class A-1 Noteholders' Monthly Accrued Interest
for such Payment Date, the Class A-2 Noteholders' Monthly Accrued Interest for
such Payment Date, the Class A-3 Noteholders' Monthly Accrued Interest for such
Payment Date and the Class A-4 Noteholders' Monthly Accrued Interest for such
Payment Date.

     "Class A Notes" shall mean, collectively, the Class A-1 Notes, the Class
A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

     "Class A Principal Payment Amount" shall mean, with respect to any Payment
Date, an amount greater than or equal to zero and equal to the greater of (a)
the Outstanding Amount of the Class A-1 Notes immediately prior to such Payment
Date and (b) an amount equal to (i) the Outstanding Amount of the Class A Notes
immediately prior to such Payment Date minus (ii) the lesser of (A) 80.80% of
the Pool Balance for such Payment Date and (B) an amount equal to (1) the Pool
Balance for such Payment Date minus (2) the Target Overcollateralization Level
for such Payment Date; provided, however, that, on the Final Scheduled Payment
Date of any Class of Class A Notes, the Class A Principal Payment Amount shall
not be less than the amount that is necessary to pay that Class of Class A Notes
in full; and provided, further, that the Class A Principal Payment Amount on any
Payment Date shall not exceed the Outstanding Amount of the Class A Notes on
that Payment Date.

     "Class A-1 Final Scheduled Payment Date" shall mean the June 2008 Payment
Date.


                                       5
<PAGE>

     "Class A-1 Noteholder" shall mean the Person in whose name a Class A-1 Note
is registered in the Note Register.

     "Class A-1 Noteholders' Interest Carryover Shortfall" shall mean, with
respect to the first Payment Date, zero, and with respect to any other Payment
Date, the amount, if any, by which the sum of the Class A-1 Noteholders' Monthly
Accrued Interest for the preceding Payment Date and any outstanding Class A-1
Noteholders' Interest Carryover Shortfall on such preceding Payment Date exceeds
the amount in respect of interest for the Class A-1 Notes actually paid to the
Class A-1 Notes on such preceding Payment Date, plus interest on the amount of
interest due but not paid to the Class A-1 Noteholders on such preceding Payment
Date, to the extent permitted by law, at the Class A-1 Rate.

     "Class A-1 Noteholders' Monthly Accrued Interest" shall mean, with respect
to any Payment Date, interest accrued from and including the prior Payment Date
(or, in the case of the first Payment Date, from and including the Closing Date)
to and including the day immediately prior to such Payment Date, on the Class
A-1 Notes at the Class A-1 Rate on the Outstanding Amount of the Class A-1 Notes
on the immediately preceding Payment Date (or, in the case of the first Payment
Date, the Closing Date), after giving effect to all payments of principal on
such preceding Payment Date. For all purposes of the Basic Documents, interest
with respect to the Class A-1 Notes shall be computed on the basis of the actual
number of days in the related Interest Period and a 360-day year.

     "Class A-1 Notes" shall mean the $167,100,000 aggregate initial principal
amount Class A-1 5.3469% Asset Backed Notes issued by the Trust pursuant to the
Indenture, substantially in the form of Exhibit A-1 to the Indenture.

     "Class A-1 Rate" shall mean 5.3469% per annum.

     "Class A-2 Final Scheduled Payment Date" shall mean the January 2010
Payment Date.

     "Class A-2 Noteholder" shall mean the Person in whose name a Class A-2 Note
is registered in the Note Register.

     "Class A-2 Noteholders' Interest Carryover Shortfall" shall mean, with
respect to the first Payment Date, zero, and with respect to any other Payment
Date, the amount, if any, by which the sum of the Class A-2 Noteholders' Monthly
Accrued Interest for the preceding Payment Date and any outstanding Class A-2
Noteholders' Interest Carryover Shortfall on such preceding Payment Date exceeds
the amount in respect of interest for the Class A-2 Notes actually paid to the
Class A-2 Noteholders on such preceding Payment Date, plus interest on the
amount of interest due but not paid to the Class A-2 Noteholders on such
preceding Payment Date, to the extent permitted by law, at the Class A-2 Rate.

     "Class A-2 Noteholders' Monthly Accrued Interest" shall mean, with respect
to any Payment Date, interest accrued from and including the 15th day of the
preceding calendar month (or in the case of the first Payment Date, from and
including the Closing Date) to but excluding the 15th day of the month of such
Payment Date on the Class A-2 Notes at the Class A-2 Rate on the Outstanding
Amount of the Class A-2 Notes on the preceding Payment Date (or, in the case of
the first Payment Date, the Closing Date) after giving effect to all payments of
principal on


                                       6
<PAGE>

such preceding Payment Date. For all purposes of the Basic Documents, interest
with respect to the Class A-2 Notes shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.

     "Class A-2 Notes" shall mean the $156,000,000 aggregate initial principal
amount Class A-2 5.4300% Asset Backed Notes issued by the Trust pursuant to the
Indenture, substantially in the form of Exhibit A-2a to the Indenture.

     "Class A-2 Rate" shall mean 5.4300% per annum.

     "Class A-3 Final Scheduled Payment Date" shall mean the March 2011 Payment
Date.

     "Class A-3 Interest Rate Swap Agreement" means the interest rate swap
agreement, entered into by and between the Issuer with the Counterparty in
respect of the Class A-3 Notes, under an ISDA Master Agreement, together with
the schedule thereto and the confirmation thereunder, as the same may be amended
or supplemented from time to time and any replacement agreement entered into in
accordance with the Basic Documents.

     "Class A-3 Noteholder" shall mean the Person in whose name a Class A-3 Note
is registered in the Note Register.

     "Class A-3 Noteholders' Interest Carryover Shortfall" shall mean, with
respect to the first Payment Date, zero, and with respect to any other Payment
Date, the amount, if any, by which the sum of the Class A-3 Noteholders' Monthly
Accrued Interest for the preceding Payment Date and any outstanding Class A-3
Noteholders' Interest Carryover Shortfall on such preceding Payment Date exceeds
the amount in respect of interest for the Class A-3 Notes actually paid to the
Class A-3 Noteholders on such preceding Payment Date, plus interest on the
amount of interest due but not paid to the Class A-3 Noteholders on such
preceding Payment Date, to the extent permitted by law, at the Class A-3 Rate.

     "Class A-3 Noteholders' Monthly Accrued Interest" shall mean, with respect
to any Payment Date, interest accrued from and including the prior Payment Date
(or in the case of the first Payment Date, from and including the Closing Date)
to but excluding the day immediately prior to such Payment Date on the Class A-3
Notes at the Class A-3 Rate on the Outstanding Amount of the Class A-3 Notes on
the preceding Payment Date (or, in the case of the first Payment Date, the
Closing Date) after giving effect to all payments of principal on such preceding
Payment Date. For all purposes of the Basic Documents, interest with respect to
the Class A-3 Notes shall be computed on the basis of the actual number of days
in the related Interest Period and a 360-day year.

     "Class A-3 Notes" shall mean the $174,000,000 aggregate initial principal
amount Class A-3 Floating Rate Asset Backed Notes issued by the Trust pursuant
to the Indenture, substantially in the form of Exhibit A-3 to the Indenture.

     "Class A-3 Rate" shall mean One-Month LIBOR plus 0.0500% per annum.

     "Class A-4 Final Scheduled Payment Date" shall mean the December 2013
Payment Date.


                                       7
<PAGE>

     "Class A-4 Interest Rate Swap Agreement" means the interest rate swap
agreement, entered into by and between the Issuer with the Counterparty in
respect of the Class A-4 Notes, under an ISDA Master Agreement, together with
the schedule thereto and the confirmation thereunder, as the same may be amended
or supplemented from time to time and any replacement agreement entered into in
accordance with the Basic Documents.

     "Class A-4 Noteholder" shall mean the Person in whose name a Class A-4 Note
is registered in the Note Register.

     "Class A-4 Noteholders' Interest Carryover Shortfall" shall mean, with
respect to the first Payment Date, zero, and with respect to any other Payment
Date, the amount, if any, by which the sum of the Class A-4 Noteholders' Monthly
Accrued Interest for the preceding Payment Date and any outstanding Class A-4
Noteholders' Interest Carryover Shortfall on such preceding Payment Date exceeds
the amount in respect of interest for the Class A-4 Notes actually paid to the
Class A-4 Noteholders on such preceding Payment Date, plus interest on the
amount of interest due but not paid to the Class A-4 Noteholders on such
preceding Payment Date, to the extent permitted by law, at the Class A-4 Rate.

     "Class A-4 Noteholders' Monthly Accrued Interest" shall mean, with respect
to any Payment Date, interest accrued from and including the prior Payment Date
(or in the case of the first Payment Date, from and including the Closing Date)
to but excluding the day immediately prior to such Payment Date on the Class A-4
Notes at the Class A-4 Rate on the Outstanding Amount of the Class A-4 Notes on
the preceding Payment Date (or, in the case of the first Payment Date, the
Closing Date) after giving effect to all payments of principal on such preceding
Payment Date. For all purposes of the Basic Documents, interest with respect to
the Class A-4 Notes shall be computed on the basis of the actual number of days
in the related Interest Period and a 360-day year.

     "Class A-4 Notes" shall mean the $187,630,000 aggregate initial principal
amount Class A-4 Floating Rate Asset Backed Notes issued by the Trust pursuant
to the Indenture, substantially in the form of Exhibit A-4 to the Indenture.

     "Class A-4 Rate" shall mean One-Month LIBOR plus 0.0600% per annum.

     "Class B Final Scheduled Payment Date" shall mean the December 2013 Payment
Date.

     "Class B Noteholder" shall mean the Person in whose name a Class B Note is
registered in the Note Register.

     "Class B Noteholders' Interest Carryover Shortfall" shall mean, with
respect to the first Payment Date, zero, and with respect to any other Payment
Date, the amount, if any, by which the sum of the Class B Noteholders' Monthly
Accrued Interest for the preceding Payment Date and any outstanding Class B
Noteholders' Interest Carryover Shortfall on such preceding Payment Date exceeds
the amount in respect of interest for the Class B Notes actually paid to the
Class B Noteholders on such preceding Payment Date, plus interest on the amount
of interest due but not paid to the Class B Noteholders on such preceding
Payment Date, to the extent permitted by law, at the Class B Rate.


                                       8
<PAGE>

     "Class B Noteholders' Monthly Accrued Interest" shall mean, with respect to
any Payment Date, interest accrued from and including the 15th day of the
preceding calendar month (or in the case of the first Payment Date, from and
including the Closing Date) to but excluding the 15th day of the month of such
Payment Date on the Class B Notes at the Class B Rate on the Outstanding Amount
of the Class B Notes on the preceding Payment Date (or, in the case of the first
Payment Date, the Closing Date) after giving effect to all payments of principal
on such preceding Payment Date. For all purposes of the Basic Documents,
interest with respect to the Class B Notes shall be computed on the basis of a
360-day year consisting of twelve 30-day months.

     "Class B Notes" shall mean the $51,753,000 aggregate initial principal
amount Class B 5.7900% Asset Backed Notes issued by the Trust pursuant to the
Indenture, substantially in the form of Exhibit B to the Indenture.

     "Class B Principal Payment Amount" shall mean, with respect to any Payment
Date, an amount greater than or equal to zero and equal to (a) the sum of (i)
the Outstanding Amount of the Class A Notes (after taking into account
distribution of the Class A Principal Payment Amount on such Payment Date) and
(ii) the Outstanding Amount of the Class B Notes immediately prior to such
Payment Date minus (b) the lesser of (i) 88.90% of the Pool Balance for such
Payment Date and (ii) an amount equal to (A) the Pool Balance for such Payment
Date minus (B) the Target Overcollateralization Level for such Payment Date;
provided, however, that, on the Class B Final Scheduled Payment Date, the Class
B Principal Payment Amount shall not be less than the amount that is necessary
to pay the Class B Notes in full; and provided, further, that the Class B
Principal Payment Amount on any Payment Date shall not exceed the Outstanding
Amount of the Class B Notes on that Payment Date.

     "Class B Rate" shall mean 5.7900% per annum.

     "Class C Final Scheduled Payment Date" shall mean the December 2013 Payment
Date.

     "Class C Noteholder" shall mean the Person in whose name a Class C Note is
registered in the Note Register.

     "Class C Noteholders' Interest Carryover Shortfall" shall mean, with
respect to the first Payment Date, zero, and with respect to any other Payment
Date, the amount, if any, by which the sum of the Class C Noteholders' Monthly
Accrued Interest for the preceding Payment Date and any outstanding Class C
Noteholders' Interest Carryover Shortfall on such preceding Payment Date exceeds
the amount in respect of interest for the Class C Notes actually paid to the
Class C Noteholders on such preceding Payment Date, plus interest on the amount
of interest due but not paid to the Class C Noteholders on such preceding
Payment Date, to the extent permitted by law, at the Class C Rate.

     "Class C Noteholders' Monthly Accrued Interest" shall mean, with respect to
any Payment Date, interest accrued from and including the 15th day of the
preceding calendar month (or in the case of the first Payment Date, from and
including the Closing Date) to but excluding the 15th day of the month of such
Payment Date on the Class C Notes at the Class C Rate on the Outstanding Amount
of the Class C Notes on the preceding Payment Date (or, in the case of the


                                       9
<PAGE>

first Payment Date, the Closing Date) after giving effect to all payments of
principal on such preceding Payment Date. For all purposes of the Basic
Documents, interest with respect to the Class C Notes shall be computed on the
basis of a 360-day year consisting of twelve 30-day months.

     "Class C Notes" shall mean the $35,829,000 aggregate initial principal
amount Class C 5.9600% Asset Backed Notes issued by the Trust pursuant to the
Indenture, substantially in the form of Exhibit C to the Indenture.

     "Class C Principal Payment Amount" shall mean, with respect to any Payment
Date, an amount greater than or equal to zero and equal to (a) the sum of (i)
the Outstanding Amount of the Class A Notes (after taking into account
distribution of the Class A Principal Payment Amount on such Payment Date), (ii)
the Outstanding Amount of the Class B Notes (after taking into account
distribution of the Class B Principal Payment Amount on such Payment Date) and
(iii) the Outstanding Amount of the Class C Notes immediately prior to such
Payment Date minus (b) the lesser of (i) 94.50% of the Pool Balance for such
Payment Date and (ii) an amount equal to (A) the Pool Balance for such Payment
Date minus (B) the Target Overcollateralization Level for such Payment Date;
provided, however, that, on the Class C Final Scheduled Payment Date, the Class
C Principal Payment Amount shall not be less than the amount that is necessary
to pay the Class C Notes in full; and provided, further, that the Class C
Principal Payment Amount on any Payment Date shall not exceed the Outstanding
Amount of the Class C Notes on that Payment Date.

     "Class C Rate" shall mean 5.9600% per annum.

     "Clearing Agency" shall mean an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

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

     "Closing Date" shall mean June 11, 2007.

     "Code" shall mean the Internal Revenue Code of 1986, as amended, and
Treasury Regulations promulgated thereunder.

     "Collateral" shall have the meaning specified in the Granting Clause of the
Indenture.

     "Collection Account" shall mean, with respect to each Payment Date, the
account or accounts established and maintained as such pursuant to Section 4.1
of the Sale and Servicing Agreement.

     "Collection Period" shall mean the calendar month preceding the calendar
month in which the Payment Date occurs.

     "Collections" shall mean all amounts collected by the Master Servicer (from
whatever source) on or with respect to the Receivables.


                                       10
<PAGE>

     "Commission" shall mean the Securities and Exchange Commission.

     "Controlling Class" shall mean (i) if the Class A Notes have not been paid
in full, the Class A Notes, (ii) if the Class A Notes have been paid in full and
Class B Notes remain Outstanding, the Class B Notes, (iii) if the Class A Notes
and the Class B Notes have been paid in full and Class C Notes remain
Outstanding, the Class C Notes.

     "Corporate Trust Office" shall mean, (i) with respect to the Owner Trustee,
the principal corporate trust office of the Owner Trustee located at 60
Livingston Avenue, St. Paul, Minnesota 55107-2292, or at such other address as
the Owner Trustee may designate from time to time by notice to the
Certificateholders and the Depositor, or the principal corporate trust office of
any successor Owner Trustee (the address of which the successor Owner Trustee
will notify the Certificateholders and the Depositor); (ii) with respect to the
Indenture Trustee, the principal corporate trust office of the Indenture Trustee
located at 452 Fifth Avenue, New York, New York 10018, Attention: CTLA - Merrill
Auto Trust Securitization 2007-1, or at such other address as the Indenture
Trustee may designate from time to time by notice to the Noteholders and the
Issuer, or the principal corporate trust office of any successor Indenture
Trustee (the address of which the successor Indenture Trustee will notify the
Noteholders and the Issuer); and (iii) with respect to the Securities
Administrator, the office of the Securities Administrator located at 60
Livingston Avenue, St. Paul, MN 55107, Attn: Corporate Trust Structured Finance,
Ref: MATS 2007-1, or at such other address as the Securities Administrator may
designate from time to time by notice to the Noteholders and the Issuer, or the
office of any successor Securities Administrator (the address of which the
successor Securities Administrator will notify the Noteholders and the Issuer).

     "Counterparty" shall mean each counterparty to the Trust under an Interest
Rate Swap Agreement, which initially for each Interest Rate Swap Agreement shall
be Merrill Lynch Capital Services, Inc. and its permitted successors and
assigns.

     "Cumulative Net Loss Ratio" means, for any Payment Date, the fraction
(expressed as a percentage), the numerator of which is equal to the cumulative
reported net losses recognized with respect to the Receivables during the period
from the Cut-off Date through and including the Collection Period immediately
preceding such Payment Date and the denominator of which is equal to the
Aggregate Principal Balance of the Receivables as of the Cut-off Date.

     "Cut-off Date" shall mean the close of business on May 31, 2007.

     "Dealer" shall mean a dealer who sold a Financed Vehicle and who originated
and sold the related Receivable, directly or indirectly, to the Seller.

     "Default" shall mean any occurrence that is, or with notice or the lapse of
time or both would become, an Event of Default.

     "Defaulted Receivable" shall mean a Receivable that the related Receivable
Servicer determines is unlikely to be paid in full.

     "Definitive Certificates" shall have the meaning specified in Section 3.10
of the Trust Agreement.


                                       11
<PAGE>

     "Definitive Notes" shall have the meaning specified in Section 2.11 of the
Indenture.

     "Depositor" shall mean ML Asset Backed Corporation, a Delaware corporation
and its successors and permitted assigns.

     "Depository Institution" shall mean Merrill Lynch Bank USA as the
depository institution at which the Receivables Servicer shall deposit
collections on the Receivables, as more specifically described in the
Receivables Servicing Agreement.

     "Determination Date" shall mean, with respect to any Collection Period, the
Business Day immediately preceding the Payment Date following such Collection
Period.

     "Eligible Deposit Account" shall mean either (i) a segregated account with
an Eligible Institution or (ii) a segregated trust account with the corporate
trust department of a depository institution organized under the laws of the
U.S. or any one of the States thereof (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
have a credit rating from each Rating Agency in one of its generic rating
categories which signifies investment grade.

     "Eligible Institution" shall mean either (i) the corporate trust department
of the Indenture Trustee or the related Trustee, as applicable; (ii) the
corporate trust department of the Securities Administrator; (iii) a depository
institution organized under the laws of the U.S. or any one of the States
thereof (or any domestic branch of a foreign bank), (1) which has either (A) a
long-term unsecured debt rating of at least "AA-" by Standard & Poor's and "Aa3"
by Moody's or (B) a short-term unsecured debt rating or certificate of deposit
rating of "A-1+" by Standard & Poor's and "Prime-1" by Moody's and (2) whose
deposits are insured by the Federal Deposit Insurance Corporation or (iv) any
depository institution or trust company in respect of which the Rating Agency
Condition is satisfied.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

     "Event of Default" shall have the meaning specified in Section 5.1 of the
Indenture.

     "Event of Servicing Termination" shall mean an event specified in Section
7.1 of the Sale and Servicing Agreement.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Exchange Act Report" shall mean any reports on Form 10-D, Form 8-K and
Form 10-K required to be filed by the Depositor with respect to the Trust under
the Exchange Act.

     "Executive Officer" shall mean, with respect to any corporation, the Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer, President,
Executive Vice President, any Vice President, the Secretary or the Treasurer of
such corporation and, with respect to any partnership, any general partner
thereof.


                                       12
<PAGE>

     "Final Scheduled Payment Date" shall mean, with respect to (i) the Class
A-1 Notes, the Class A-1 Final Scheduled Payment Date, (ii) the Class A-2 Notes,
the Class A-2 Final Scheduled Payment Date, (iii) the Class A-3 Notes, the Class
A-3 Final Scheduled Payment Date, (iv) the Class A-4 Notes, the Class A-4 Final
Scheduled Payment Date, (v) the Class B Notes, the Class B Final Scheduled
Payment Date, and (vi) the Class C Notes, the Class C Final Scheduled Payment
Date.

     "Financed Vehicle" shall mean a new or used automobile, light-duty truck or
sport utility vehicle, together with all accessions thereto, securing an
Obligor's indebtedness under the respective Receivable.

     "First Allocation of Principal" shall mean, with respect to any Payment
Date, the excess, if any, of (x) the aggregate Outstanding Amount of the Class A
Notes (as of the day immediately preceding such Payment Date) over (y) the Pool
Balance for such Payment Date.

     "Fitch" shall mean Fitch, Inc. or its successor in interest.

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

     "Indenture" shall mean the Indenture, dated as of May 31, 2007, by and
among the Trust, the Indenture Trustee and the Securities Administrator.

     "Indenture Trustee" shall mean HSBC Bank USA, National Association, a
national banking association, not in its individual capacity but solely as
Indenture Trustee under the Indenture, or any successor Indenture Trustee under
the Indenture.

     "Indenture Trust Estate" shall mean all money, instruments, rights and
other property that are subject or intended to be subject to the lien and
security interest of Indenture for the benefit of the Noteholders (including,
without limitation, all property and interests Granted to the Indenture
Trustee), including all proceeds thereof.

     "Independent" shall mean, when used with respect to any specified Person,
that such Person (a) is in fact independent of the Issuer, any other obligor on
the Notes, the Seller and any Affiliate of any of the foregoing Persons, (b)
does not have any direct financial interest or any material indirect financial
interest in the Issuer, any such other obligor, the Depositor or any Affiliate
of any of the foregoing Persons and (c) is not connected with the Issuer, any
such other obligor, the Depositor or any Affiliate of any of the foregoing
Persons as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.


                                       13
<PAGE>

     "Independent Certificate" shall mean a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1 of the
Indenture, made by an Independent appraiser or other expert appointed by an
Issuer Order and approved by the Indenture Trustee in the exercise of reasonable
care, and such opinion or certificate shall state that the signer has read the
definition of "Independent" in the Indenture and that the signer is Independent
within the meaning thereof.

     "Insolvency Event" shall mean, with respect to any Person, (i) the making
of a general assignment for the benefit of creditors, (ii) the filing of a
voluntary petition in bankruptcy, (iii) being adjudged a bankrupt or insolvent,
or having had entered against such Person an order for relief in any bankruptcy
or insolvency proceeding, (iv) the filing by such Person of a petition or answer
seeking reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any statute, law or regulation, (v) the
filing by such Person of an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against such Person in any
proceeding specified in (vii) below, (vi) seeking, consent to or acquiescing in
the appointment of a trustee, receiver or liquidator of such Person or of all or
any substantial part of the assets of such Person or (vii) the failure to obtain
dismissal within 60 days of the commencement of any proceeding against such
Person seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any statute, law or regulation,
or the entry of any order appointing a trustee, liquidator or receiver of such
Person or of such Person's assets or any substantial portion thereof.

     "Interest Period" shall mean (1) for each of the Class A-1 Notes, Class A-3
Notes and Class A-4 Notes, with respect to any Payment Date, the period from and
including the Closing Date (in the case of the first Payment Date) or from and
including the prior Payment Date to and including the day immediately prior to
such Payment Date and (2) for each of the Class A-2 Notes, Class B Notes and
Class C Notes, with respect to any Payment Date, the period from and including
the Closing Date (in the case of the first Payment Date) or from and including
the 15th day of the calendar month preceding each Payment Date to but excluding
the 15th day of the calendar month of such Payment Date. Interest with respect
to the Class A-1 Notes, Class A-3 Notes and Class A-4 Notes will be computed on
the basis of the actual number of days in the related Interest Period and a
360-day year and interest with respect to each of the Class A-2 Notes, Class B
Notes and Class C Notes will be computed on the basis of a 360-day year
consisting of twelve 30-day months.

     "Interest Rate Swap Agreement" means each of the Class A-3 Interest Rate
Swap Agreement and the Class A-4 Interest Rate Swap Agreement.

     "Investor Report" shall mean the report prepared by the Master Servicer
pursuant to Section 3.8 of the Sale and Servicing Agreement containing, among
other things, the information set forth in Section 4.7 of the Sale and Servicing
Agreement.

     "IRS" shall mean the Internal Revenue Service.

     "ISDA Master Agreement" shall mean, with respect to a Counterparty, the
ISDA Master Agreement (Multicurrency-Cross Border) dated as of June 11, 2007,
together with the Schedule


                                       14
<PAGE>

thereto and the Confirmations thereunder each dated as of June 11, 2007, between
the Issuer and Counterparty.

     "Issuer" shall mean the Trust unless a successor replaces it and,
thereafter, shall mean the successor.

     "Issuer Order" and "Issuer Request" shall mean a written order or request
signed in the name of the Issuer by any one of its Authorized Officers and
delivered to the Indenture Trustee and the Securities Administrator.

     "LIBOR" shall equal, with respect to any interest accrual period, the
London interbank offered rate for deposits in U.S. dollars having a one month
maturity which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m.,
London time, on the related LIBOR Determination Date. If the rates used to
determine LIBOR do not appear on the Reuters Screen LIBOR01 Page, the rates for
that day will be determined as the arithmetic mean of the rates at which
deposits in U.S. dollars, having a one month maturity and in a principal amount
of not less than U.S. $1,000,000, are offered by four major banks in the London
interbank market at approximately 11:00 a.m., London Time, on such LIBOR
Determination Date to prime banks in the London interbank market.

     "LIBOR Determination Date" shall be the second London Business Day prior to
the commencement of the related interest accrual period.

     "Lien" shall mean a security interest, lien, charge, pledge, equity, or
encumbrance of any kind other than, in respect of a Receivable, tax liens,
mechanics' liens, and any liens which attach to the respective Receivable by
operation of law.

     "Liquidated Receivable" shall mean (i) any Receivable that, by its terms,
is in default and as to which the applicable Receivables Servicer has
determined, in accordance with its customary servicing procedures, that eventual
payment in full is unlikely or has repossessed and disposed of the related
Financed Vehicle and (ii) any Receivable with respect to which the related
Obligor has become a debtor in a bankruptcy proceeding.

     "Liquidation Proceeds" shall mean with respect to any Receivable (a)
insurance proceeds received by the Receivables Servicer and (b) monies collected
by the Receivables Servicer from whatever source, including but not limited to
proceeds of Financed Vehicles after repossession, on a Defaulted Receivable, net
of the costs of liquidation and any payments required by law to be remitted to
the Obligor.

     "London Business Day" shall be, for purposes of calculating LIBOR, a
business day and a day on which banking institutions in the City of London,
England are not required or authorized by law to be closed.

     "Master Servicer" shall mean U.S. Bank National Association as the master
servicer of the Receivables under the Sale and Servicing Agreement, and each
successor to thereto (in the same capacity) pursuant to Section 7.1 of the Sale
and Servicing Agreement..

     "Minimum Required APR" shall mean a rate per annum equal to 8.25%.


                                       15
<PAGE>

     "MLBUSA" shall mean Merrill Lynch Bank USA, or its successors.

     "Monthly Receivables Tape" shall mean a computer tape or disk containing
the information about the Receivables necessary to prepare the written
statements to be furnished by the Owner Trustee to the Certificateholders
pursuant to Section 3.8 of the Sale and Servicing Agreement and by the
Securities Administrator to the Noteholders pursuant to Section 3.8 of the Sale
and Servicing Agreement.

     "Moody's" shall mean Moody's Investors Service, Inc. or its successor in
interest.

     "Net Swap Payment" shall mean the amount owed by the Issuer to the
Counterparty following the netting of the Fixed Amounts and the Floating Amounts
(as such terms are defined in the related Interest Rate Swap Agreement) under
the applicable Interest Rate Swap Agreement.

     "Net Swap Receipt" shall mean the amount owed by the Counterparty to the
Issuer following the netting of the Fixed Amounts and the Floating Amounts (as
such terms are defined in the related Interest Rate Swap Agreement) under the
applicable Interest Rate Swap Agreement.

     "Note Depositary Agreement" shall mean the Letter of Representations, dated
as of June 11, 2007 among the Issuer and The Depository Trust Company regarding
the Offered Notes.

     "Note Depository" shall mean The Depository Trust Company or any successor
depository.

     "Noteholder" or "holder of a Note" shall mean the Person in whose name a
Note is registered on the Note Register.

     "Note Interest Rate" shall mean the Class A-1 Rate, the Class A-2 Rate, the
Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, as
applicable.

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

     "Note Paying Agent" shall mean the Securities Administrator or any other
Person that meets the eligibility standards for the Securities Administrator
specified in Section 6.21 of the Indenture and is authorized by the Issuer to
make payments to and distributions from the Collection Account (including the
Principal Distribution Account), including payment of principal of or interest
on the Notes on behalf of the Issuer.

     "Note Pool Factor" shall mean, with respect to each Class of Notes as of
the close of business on the last day of a Collection Period, a nine-digit
decimal figure equal to the outstanding principal balance of such Class of Notes
(after giving effect to any reductions thereof to be made on the immediately
following Payment Date) divided by the original outstanding


                                       16
<PAGE>

principal balance of such Class of Notes. The Note Pool Factor will be
1.000000000 as of the Closing Date; thereafter, the Note Pool Factor will
decline to reflect reductions in the outstanding principal amount of such Class
of Notes.

     "Note Register" and "Note Registrar" shall have the respective meanings
specified in Section 2.5 of the Indenture.

     "Notes" shall mean, collectively, the Class A-1 Notes, the Class A-2 Notes,
the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C
Notes.

     "Obligor" on a Receivable shall mean the purchaser or co-purchasers of the
Financed Vehicle or any other Person who owes payments under the Receivable.

     "Offered Notes" shall mean, collectively, the Class A Notes, the Class B
Notes and the Class C Notes.

     "Officer's Certificate" shall mean (i) with respect to the Trust, a
certificate signed by any Authorized Officer of the Trust and (ii) with respect
to the Depositor or the Master Servicer, a certificate signed by the chairman of
the board, the president, any executive or senior vice president, any vice
president, the treasurer or the controller of the Depositor or the Master
Servicer, as applicable.

     "Opinion of Counsel" shall mean a written opinion of counsel which counsel
shall be acceptable to the Indenture Trustee, the Securities Administrator, the
Owner Trustee or the Rating Agencies, as applicable.

     "Optional Purchase Percentage" shall mean 10% of the Aggregate Cut-off Date
Principal Balance.

     "Original Pool Balance" shall mean an amount equal to the aggregate
Principal Balance, as of the Cut-off Date, of the Receivables, which shall be
$881,547,644.90.

     "Outstanding" shall mean with respect to the Notes, as of the date of
determination, all Notes theretofore authenticated and delivered under the
Indenture, as applicable, except:

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

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

               (c) Notes in exchange for or in lieu of which other Notes have
          been authenticated and delivered pursuant to the Indenture unless
          proof satisfactory to

                                       17
<PAGE>
          the Indenture Trustee or the Note Registrar, as applicable, is
          presented that any such notes are held by a bona fide purchaser;

provided, that in determining whether the holders of Notes evidencing the
requisite Outstanding Amount of the Notes have given any request, demand,
authorization, direction, notice, consent, or waiver under any Basic Document,
Notes owned by the Issuer, any other obligor upon the Notes, the Depositor, the
Master Servicer or any Affiliate of any of the foregoing Persons shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Indenture Trustee or the Securities Administrator, shall be
protected in relying on any such request, demand, authorization, direction,
notice, consent, or waiver, only Notes that an Authorized Officer of the
Indenture Trustee or the Securities Administrator knows to be so owned shall be
so disregarded; provided, however, if the Issuer, any other obligor upon the
Notes, the Depositor, the Master Servicer or any Affiliate of any of the
foregoing Persons owns an entire Class of Notes, such Notes shall be deemed to
be Outstanding. Notes owned by the Issuer, any other obligor upon the Notes, the
Depositor, the Master Servicer or any Affiliate of any of the foregoing Persons
that have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Indenture Trustee the pledgee's
right so to act with respect to such Notes and that the pledgee is not the
Issuer, any other obligor upon the Notes, the Depositor, the Master Servicer or
any Affiliate of any of the foregoing Persons.

     "Outstanding Amount" shall mean, as of any date of determination and as to
any Class or all Classes of Notes, as the context may require, the aggregate
principal amount of such Notes Outstanding as of such date of determination.

     "Owner Trustee" shall mean U.S. Bank Trust National Association, a national
banking association, not in its individual capacity but solely as Owner Trustee
under the Trust Agreement, or any successor Owner Trustee under the Trust
Agreement.

     "Owner Trust Estate" shall mean all right, title and interest of the Trust
in, to and under the property and rights assigned to the Trust pursuant to
Article II of the Sale and Servicing Agreement.

     "Participant" shall mean a participant in or member of the Note Depository.

     "Payment Date" shall mean the fifteenth (15th) day of each calendar month
or, if such day is not a Business Day, the next succeeding Business Day.

     "Permitted Investments" shall mean, on any date of determination,
book-entry securities, negotiable instruments or securities represented by
instruments in bearer or registered form with maturities not exceeding the
Business Day preceding the next Payment Date which evidence:

               (a) direct non-callable obligations of, and obligations fully
          guaranteed as to timely payment by, the United States of America;

               (b) demand deposits, time deposits 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 any
          domestic branch of a foreign bank)


                                       18
<PAGE>

          and subject to supervision and examination by federal or State banking
          or depository institution authorities; provided, however, that at the
          time of the investment or contractual commitment to invest therein,
          the commercial paper or other short-term unsecured debt obligations
          (other than such obligations the rating of which is based on the
          credit of a Person other than such depository institution or trust
          company) thereof shall have a credit rating from each of the Rating
          Agencies in the highest investment category granted thereby;

               (c) commercial paper having, at the time of the investment or
          contractual commitment to invest therein, a rating from each of the
          Rating Agencies in the highest investment category granted thereby;

               (d) investments in money market funds having a rating from each
          of the Rating Agencies in the highest investment category granted
          thereby (including funds for which the Indenture Trustee, the
          Securities Administrator or the Owner Trustee or any of their
          respective Affiliates is investment manager or advisor);

               (e) bankers' acceptances issued by any depository institution or
          trust company referred to in clause (b) above;

               (f) repurchase obligations with respect to any security that is a
          direct non-callable obligation of, or fully guaranteed by, the United
          States of America or any agency or instrumentality thereof the
          obligations of which are backed by the full faith and credit of the
          United States of America, in either case entered into with a
          depository institution or trust company (acting as principal)
          described in clause (b); and

               (g) any other highly rated fixed income investments with respect
          to which the Rating Agency Condition is satisfied.

     "Person" shall mean any individual, corporation, estate, partnership,
limited liability company, joint venture, association, joint stock company,
trust, unincorporated organization, or government or any agency or political
subdivision thereof.

     "Plan" shall mean an employee benefit plan (as defined in Section 3(3) of
ERISA) that is subject to Title I of ERISA, a plan (as defined in Section
4975(e)(1) of the Code) and any entity whose underlying assets include plan
assets by reason of a plan's investment in the entity or otherwise.

     "Pool Balance" shall mean, with respect to any Payment Date, an amount
equal to the aggregate Adjusted Principal Balance of the Receivables at the end
of the related Collection Period, after giving effect to all payments of
principal received from Obligors and Purchase Amounts to be remitted for the
related Collection Period.

     "Pool Factor" as of the last day of a Collection Period shall mean a
nine-digit decimal figure equal to the aggregate Principal Balance of the
Receivables at that time divided by the Original Pool Balance.


                                       19
<PAGE>

     "Predecessor Note" shall mean, 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 purposes of this definition, any Note
authenticated and delivered under Section 2.6 of the Indenture in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.

     "Prepayment Date" shall mean with respect to a prepayment of the Notes
pursuant to Section 10.1 of the Indenture, the Payment Date specified by the
Master Servicer or the Issuer pursuant to Section 10.1 of the Indenture.

     "Prepayment Price" shall mean in the case of a Class of Notes to be
prepaid, an amount equal to the unpaid principal amount of such Class of Notes
plus accrued and unpaid interest thereon at the applicable Note Interest Rate
plus interest on any overdue interest at the applicable Note Interest Rate (to
the extent lawful) to but excluding the Prepayment Date.

     "Principal Balance" shall mean, with respect to any Receivable, as of the
related date of determination, the Amount Financed minus an amount equal to, as
of the close of business on the last day of the related Collection Period, that
portion of all amounts received on or prior to such day with respect to such
Receivable and allocable to principal.

     "Principal Distribution Account" shall mean the administrative sub-account
of the Collection Account established and maintained as such pursuant to Section
4.1 of the Sale and Servicing Agreement.

     "Priority Swap Termination Payment" means any Swap Termination Payment
payable by the Issuer relating to (i) an early termination of an Interest Rate
Swap Agreement following an "Event of Default" or "Termination Event" arising
under the Interest Rate Swap Agreement for which the Interest Rate Swap
Counterparty is not the "Defaulting Party" or sole "Affected Party" or (ii) an
early termination of an Interest Rate Swap Agreement as a result of a "Tax
Event" or "Illegality" under the Interest Rate Swap Agreement (terms in
quotations having the respective meaning assigned to them in the applicable
Interest Rate Swap Agreement).

     "Proceeding" shall mean any suit in equity, action at law or other judicial
or administrative proceeding.

     "Prospectus" shall have the meaning specified in the Underwriting
Agreement.

     "Prospectus Supplement" shall have the meaning specified in the
Underwriting Agreement.

     "Purchase Amount" shall mean, with respect to a Purchased Receivable, an
amount equal to the principal balance of such Receivable on the date of
purchase, plus accrued and unpaid interest to the date of such purchase and,
with respect to any purchase by the Master Servicer pursuant to Section 8.1 of
the Sale and Servicing Agreement, an amount that, together with the other
amounts then on deposit in the Collection Account, is at least equal to the
outstanding principal amount of the Notes plus all accrued but unpaid interest
(including any overdue interest) thereon, plus any Net Swap Payments or Swap
Termination Payments due to the Counterparties under the Interest Rate Swap and
plus all amounts then due and payable by the


                                       20
<PAGE>

Trust for fees or other reimbursable amounts to the Receivables Servicer, the
Master Servicer, the Securities Administrator, the Administrator, the Owner
Trustee and the Indenture Trustee or any other party.

     "Purchased Receivable" shall mean a Receivable purchased as of the close of
business on the last day of the respective Collection Period by the Master
Servicer pursuant to Section 3.6 of the Sale and Servicing Agreement by the
Depositor pursuant to Section 2.3 of the Sale and Servicing Agreement or by the
Administrator pursuant to Sections 2(b)(A) or 2(d) of the Administration
Agreement or otherwise purchased by the Responsible Party under the Receivables
Purchase Agreement.

     "Qualified Institutional Buyer" shall mean a qualified institutional buyer
within the meaning of Rule 144A under the Securities Act.

     "Rating Agency" shall mean each of the nationally recognized statistical
rating organizations designated by the Depositor to provide a rating on the
Notes which is then rating such Notes. If no such organization or successor is
any longer in existence, "Rating Agency" shall be a nationally recognized
statistical rating organization or other comparable Person designated by the
Depositor, notice of which designation shall be given to the Indenture Trustee,
the Securities Administrator, the Owner Trustee and the Master Servicer.

     "Rating Agency Condition" shall mean, with respect to any action, that each
of the Rating Agencies shall have notified the Master Servicer, the Depositor,
the Owner Trustee, the Indenture Trustee or the Securities Administrator in
writing that such action will not result in a reduction or withdrawal of the
then current rating of any of the Notes.

     "Receivable Files" shall mean the documents specified in Section 2.4 of the
Sale and Servicing Agreement.

     "Receivables" shall mean the motor vehicle retail installment sales
contracts and loans listed on Schedule A to the Sale and Servicing Agreement and
all proceeds thereof and payments thereunder.

     "Receivables Purchase Agreement" shall mean the receivables purchase
agreement dated as of May 31, 2007, between the Seller and the Depositor, as
purchaser.

     "Receivables Servicer" shall mean Center One.

     "Receivables Servicer Servicing Fees" shall mean, with respect to a
Collection Period, the fee payable to the Receivables Servicer for services
rendered during such Collection Period for administrative duties (for the
avoidance of doubt, other than the servicing duties which the Master Servicer is
performing), which shall be equal to one-twelfth of the Receivables Servicing
Fee Rate multiplied by the aggregate Principal Balance of the Receivables as of
the first day of the Collection Period.

     "Receivables Servicer Termination Event" shall mean, with respect to the
Receivables Servicer, any default or other event for which, under the terms of
the Receivables Servicing


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<PAGE>

Agreement, the remedies provided include its termination as servicer thereunder
with respect to the Receivables.

     "Receivables Servicing Agreement" shall mean the Servicing Agreement, dated
May 31, 2007 among CenterOne Financial Services LLC, U.S. Bank National
Association and Merrill Lynch Bank USA.

     "Receivables Servicing Fee Rate" shall mean with respect to the Receivables
Servicer, 0.800%.

     "Record Date" shall mean, with respect to any Payment Date or Prepayment
Date and any Book-Entry Note, the close of business on the day prior to such
Payment Date or Prepayment Date or, with respect to any Definitive Note or
Definitive Certificate, the last day of the month preceding the month in which
such Payment Date or Prepayment Date occurs.

     "Recoveries" shall mean, with respect to any Collection Period, all amounts
received by the Master Servicer with respect to any Defaulted Receivable during
any Collection Period following the Collection Period in which such Receivable
became a Defaulted Receivable, net of any fees, costs and expenses incurred by
the Receivables Servicer and the Master Servicer in connection with the
collection of such Receivable and any payments required by law to be remitted to
the Obligor.

     "Registered Noteholder" shall mean the Person in whose name a Note is
registered on the Note Register on the applicable Record Date.

     "Registration Statement" shall mean Registration Statement No. 333-139130
filed by the Depositor with the Commission in the form in which it became
effective on May 2, 2007.

     "Regular Principal Allocation" shall mean, with respect to any Payment
Date, the excess, if any, of the aggregate Outstanding Amount of the Notes as of
the day immediately preceding such Payment Date over the result (but not less
than zero) obtained by subtracting (a) the Pool Balance for such Payment Date
from (b) the Target Overcollateralization Level for such Payment Date; provided
that the Regular Principal Allocation shall not exceed the aggregate Outstanding
Amount of the Notes; provided further that the Regular Principal Allocation on
or after the Final Scheduled Payment Date of any Class shall not be less than
the amount that is necessary to reduce the Outstanding Amount of such Class to
zero.

     "Regulation AB" shall mean subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or
by the staff of the Commission, or as may be provided by the Commission or its
staff from time to time.

     "Reportable Event" shall mean any event required to be reported on Form
8-K, and in any event, the following:


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<PAGE>

     (a) entry into a definitive agreement related to the Issuer, the Notes or
     the Receivables, or an amendment to a Basic Document, even if the Depositor
     is not a party to such agreement (e.g., a servicing agreement with a Master
     Servicer contemplated by Item 1108(a)(3) of Regulation AB);

     (b) termination of a Basic Document (other than by expiration of the
     agreement on its stated termination date or as a result of all parties
     completing their obligations under such agreement), even if the Depositor
     is not a party to such agreement (e.g., a servicing agreement with a Master
     Servicer contemplated by Item 1108(a)(3) of Regulation AB);

     (c) with respect to the Master Servicer only, the occurrence of a Servicing
     Termination Event or an Event of Default;

     (d) the resignation, removal, replacement, substitution of the Indenture
     Trustee, the Owner Trustee;

     (e) with respect to the Indenture Trustee only, a required distribution to
     holders of the Notes is not made as of the required Payment Date under the
     Indenture; and

     (f) with respect to the Master Servicer only, if the Master Servicer
     becomes aware of any bankruptcy or receivership of the Seller, the
     Depositor, the Indenture Trustee, the Owner Trustee, any enhancement or
     support provider contemplated by Item 1114(b) or 1115 of Regulation AB, or
     other material party contemplated by Item 1101(d)(1) of Regulation AB.

     "Reporting Subcontractor" shall mean with respect to any Person, any
Subcontractor for such Person that is "participating in the servicing function"
within the meaning of Item 1122 of Regulation AB.

     "Representative" shall mean Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representative of the several Underwriters.

     "Responsible Party" shall mean the Seller.

     "Sale and Servicing Agreement" shall mean the Sale and Servicing Agreement,
dated as of May 31, 2007, among the Trust, the Depositor, as seller, and the
Master Servicer.

     "Scheduled Payment" shall mean, for any Receivable, the scheduled monthly
payment amount indicated in such Receivable as required to be paid by the
Obligor in such Collection Period (without giving effect to deferments of
payments pursuant to Section 3.2 of the Sale and Servicing Agreement or any
rescheduling in any insolvency or similar proceedings).

     "Schedule of Receivables" shall mean the list of Receivables attached as
Schedule A to the Sale and Servicing Agreement and the Indenture (which
Schedules may be in the form of microfiche, disk or other means acceptable to
the Indenture Trustee).

     "Second Allocation of Principal" shall mean, with respect to any Payment
Date, the excess, if any, of (x) the aggregate Outstanding Amount of the Class A
Notes and the Class B


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<PAGE>

Notes (as of the day immediately preceding such Payment Date) over (y) the Pool
Balance for such Payment Date.

     "Secretary of State" shall mean the Secretary of State of the State of
Delaware.

     "Securities" shall mean the Notes and the Certificates, collectively.

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "Securities Administrator" shall mean U.S. Bank National Association, a
national banking association, not in its individual capacity but solely as
Securities Administrator under the Indenture, or any successor Securities
Administrator under the Indenture.

     "Securities Administrator Officer" shall mean, with respect to the
Securities Administrator, any officer within the Corporate Trust Office of the
Securities Administrator with direct responsibility for the administration of
the Indenture and the other Basic Documents on behalf of the Securities
Administrator and also, with respect to a particular matter, any other officer
to whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

     "Security Holders" shall mean the Noteholders and the Certificateholders,
collectively.

     "Seller" shall mean Merrill Lynch Bank USA, a Utah industrial bank, and its
successors.

     "Servicing Criteria" shall mean the "servicing criteria" set forth in Item
1122(d) of Regulation AB.

     "Servicing Fee" shall mean, with respect to a Collection Period, the fee
payable to the Master Servicer for services rendered during such Collection
Period for administrative duties (for the avoidance of doubt, other than the
servicing duties which the Receivables Servicer is performing), which shall be
equal to one-twelfth of the Servicing Fee Rate multiplied by the aggregate
Principal Balance of the Receivables as of the first day of the Collection
Period.

     "Servicing Fee Rate" shall mean 0.022%.

     "Similar Law" shall mean a federal, state, local or non-U.S. law with
provisions that are substantially similar to section 406 of ERISA or section
4975 of the Code.

     "Simple Interest Method" shall mean the method of allocating a fixed level
payment to principal and interest, pursuant to which the portion of such payment
that is allocated to interest is equal to the amount accrued from the date of
the preceding payment to the date of the current payment.

     "Standard & Poor's" shall mean Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc. or its successor in interest.

     "State" shall mean any state or commonwealth of the United States of
America, or the District of Columbia.


                                       24
<PAGE>

     "Statutory Trust Statute" shall mean Chapter 38 of Title 12 of the Delaware
Code, 12 Delaware Code ss. 3801 et seq., as amended.

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

     "Successor Master Servicer" shall mean an institution appointed as
successor Master Servicer pursuant to Section 7.1 of the Sale and Servicing
Agreement.

     "Swap Guarantor" shall mean Merrill Lynch & Co. Inc., and its permitted
successors and assigns.

     "Swap Guarantee" shall mean each Guarantee, dated June 11, 2007, by the
Swap Guarantor with respect to the Counterparty's obligations under the Interest
Rate Swap Agreements.

     "Swap Termination Payments" shall mean any termination payment payable to
any Counterparty under an Interest Rate Swap Agreement on account of an ISDA
Event of Default or ISDA Termination Event (as such terms are defined in the
related ISDA Master Agreement).

     "Target Overcollateralization Level" shall mean, as of any Payment Date,
the amount equal to the greater of (x) 5.50% of the Pool Balance and (y)
$13,933,554.30, which amount is equal to 1.75% of the initial aggregate Adjusted
Principal Balance of the Receivables.

     "Transfer Date" shall mean the Closing Date.

     "Treasury Regulations" shall mean regulations, including proposed or
temporary regulations, promulgated under the Code. References to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

     "Trust" shall mean Merrill Auto Trust Securitization 2007-1, a Delaware
statutory trust governed by the Trust Agreement.

     "Trust Accounts" shall mean the accounts created and maintained in
accordance with Section 4.1(b), (c) and (d) of the Sale and Servicing Agreement.

     "Trust Agreement" shall mean the Amended and Restated Trust Agreement of
the Trust dated as of May 31, 2007, by and among the Depositor and the Owner
Trustee, as amended and/or restated from time to time.

     "Trust Indenture Act" or "TIA" shall mean the Trust Indenture Act of 1939,
as amended, unless otherwise specifically provided.


                                       25
<PAGE>

     "Trust Property" shall mean, collectively, (i) the Receivables; (ii) monies
received thereunder on or after the Cut-off Date (other than the portion of any
Obligor payment related to the interest accrued on each Receivable up to its
last scheduled payment date prior to May 31, 2007); (iii) the security interests
in the Financed Vehicles granted by Obligors pursuant to the Receivables and any
other interest of the Issuer in the Financed Vehicles; (iv) proceeds with
respect to the Receivables from claims on any theft, physical damage, credit
life, credit disability, or other insurance policies covering Financed Vehicles
or Obligors; (v) the Receivable Files; (vi) the Trust Accounts and all amounts,
securities, investments, investment property and other property deposited in or
credited to any of the foregoing, all security entitlements relating to the
foregoing and all proceeds thereof; (vii) payments and proceeds with respect to
the Receivables; (viii) the rights of the Depositor under the Receivables
Purchase Agreement, and the Receivables Servicing Agreement; (ix) all property
(including the right to receive Liquidation Proceeds) securing a Receivable
(other than a Receivable purchased by the Master Servicer or repurchased by the
Depositor, the Seller or the Administrator); (x) rebates of premiums and other
amounts relating to insurance policies and other items financed under the
Receivables in effect as of the Cut-off Date; and (xi) all present and future
claims, demands, causes of action and choses in action in respect of any or all
of the foregoing and all payments on or under and all proceeds of every kind and
nature whatsoever in respect of any or all of the foregoing, including all
proceeds of the conversion thereof, voluntary or involuntary, into cash or other
liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and other
forms of obligations and receivables, instruments and other property which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing.

     "Trustee Officer" shall mean, with respect to the Indenture Trustee, any
officer within the Corporate Trust Office of the Indenture Trustee with direct
responsibility for the administration of the Indenture and the other Basic
Documents on behalf of the Indenture Trustee and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject and,
with respect to the Owner Trustee, any officer within the Corporate Trust Office
of the Owner Trustee with direct responsibility for the administration of the
Trust Agreement and the other Basic Documents on behalf of the Owner Trustee.

     "UCC" shall mean the Uniform Commercial Code as in effect in any relevant
jurisdiction.

     "Underwriters" shall mean the underwriters named in the Underwriting
Agreement.

     "Underwriting Agreement" shall mean the Underwriting Agreement, dated June
8, 2007 between the Depositor and the Representative, including the Terms
Agreement as defined therein and with respect thereto.

     "Underwritten Securities" shall mean the Class A Notes, Class B Notes and
Class C Notes.


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