Exhibit 4.1


Execution
Copy




 





 


 


 


INDENTURE


 


 


Dated as of July 28, 2004


 


 


among


 


 


HOUSEHOLD AUTOMOTIVE TRUST 2004-1


Issuer,


 


 


U.S. BANK NATIONAL ASSOCIATION


Indenture Trustee


 


 


and


 


 


HSBC BANK USA, NATIONAL ASSOCIATION


Administrator


 


 




 





 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE I. Definitions and Incorporation by
  Reference

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1

  	
  Definitions

  	
   

  
	
  SECTION
  1.2

  	
  Incorporation
  by Reference of the Trust Indenture Act

  	
   

  
	
  SECTION 1.3

  	
  Rules
  of Construction

  	
   

  
	
  SECTION
  1.4

  	
  Action
  by or Consent of Noteholders and Certificateholders

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II. The Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.1

  	
  Form; Amount
  Limited; Issuable in Series

  	
   

  
	
  SECTION 2.2

  	
  Execution,
  Authentication and Delivery

  	
   

  
	
  SECTION 2.3

  	
  Temporary
  Notes

  	
   

  
	
  SECTION 2.4

  	
  Registration;
  Registration of Transfer and Exchange

  	
   

  
	
  SECTION
  2.5

  	
  Mutilated,
  Destroyed, Lost or Stolen Notes

  	
   

  
	
  SECTION 2.6

  	
  Persons
  Deemed Owner

  	
   

  
	
  SECTION 2.7

  	
  Payment
  of Principal and Interest; Defaulted Interest

  	
   

  
	
  SECTION 2.8

  	
  Cancellation

  	
   

  
	
  SECTION 2.9

  	
  Reserved

  	
   

  
	
  SECTION 2.10

  	
  Book-Entry
  Notes

  	
   

  
	
  SECTION
  2.11

  	
  Notices to Clearing Agency

  	
   

  
	
  SECTION 2.12

  	
  Definitive
  Notes

  	
   

  
	
  SECTION 2.13

  	
  Final
  Distribution

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III. Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  3.1

  	
  Payment of Principal
  and Interest

  	
   

  
	
  SECTION
  3.2

  	
  Maintenance of Office
  or Agency

  	
   

  
	
  SECTION
  3.3

  	
  Money for
  Payments to be Held in Trust

  	
   

  
	
  SECTION 3.4

  	
  Existence

  	
   

  
	
  SECTION
  3.5

  	
  Protection of Series
  Trust Estate

  	
   

  
	
  SECTION
  3.6

  	
  Opinions as to
  Series Trust Estate

  	
   

  
	
  SECTION 3.7

  	
  Performance
  of Obligations; Servicing of Receivables

  	
   

  
	
  SECTION 3.8

  	
  Negative
  Covenants

  	
   

  
	
  SECTION
  3.9

  	
  Annual Statement as
  to Compliance

  	
   

  
	
  SECTION
  3.10

  	
  Issuer
  May Consolidate, Etc. Only on Certain Terms

  	
   

  
	
  SECTION
  3.11

  	
  Successor
  or Transferee

  	
   

  
	
  SECTION 3.12

  	
  No Other
  Business

  	
   

  
	
  SECTION 3.13

  	
  No Borrowing

  	
   

  
	
  SECTION
  3.14

  	
  Master Servicer’s
  Obligations

  	
   

  
	
  SECTION 3.15

  	
  Guarantees,
  Loans, Advances and Other Liabilities

  	
   

  
	
  SECTION
  3.16

  	
  Capital
  Expenditures

  	
   

  
	
  SECTION 3.17

  	
  Compliance
  with Laws

  	
   

  
	
  SECTION 3.18

  	
  Restricted
  Payments

  	
   

  
	
  SECTION
  3.19

  	
  Notice of Events of Default

  	
   

  
	
  SECTION
  3.20

  	
  Further Instruments and
  Acts

  	
   

  
	
  SECTION 3.21

  	
  Amendments
  of Master Sale and Servicing Agreement and Trust Agreement

  	
   

  
	
  SECTION
  3.22

  	
  Income Tax Characterization

  	
   

  



 


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  ARTICLE IV. Satisfaction and Discharge

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1

  	
  Satisfaction
  and Discharge of Indenture

  	
   

  
	
  SECTION
  4.2

  	
  Application of Trust Money

  	
   

  
	
  SECTION
  4.3

  	
  Repayment
  of Monies Held by Note Paying Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V. Remedies

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1

  	
  Events of
  Default

  	
   

  
	
  SECTION 5.2

  	
  Collection
  of Indebtedness and Suits for Enforcement by Indenture Trustee

  	
   

  
	
  SECTION 5.3

  	
  Limitation
  of Suits

  	
   

  
	
  SECTION 5.4

  	
  Unconditional
  Rights of Noteholders To Receive Principal and Interest

  	
   

  
	
  SECTION
  5.5

  	
  Restoration of
  Rights and Remedies

  	
   

  
	
  SECTION
  5.6

  	
  Rights and Remedies
  Cumulative

  	
   

  
	
  SECTION
  5.7

  	
  Delay or Omission Not a
  Waiver

  	
   

  
	
  SECTION 5.8

  	
  Limitation
  on Voting of Preferred Stock; Control by Noteholders

  	
   

  
	
  SECTION 5.9

  	
  Waiver
  of Past Defaults

  	
   

  
	
  SECTION
  5.10

  	
  Undertaking
  for Costs

  	
   

  
	
  SECTION
  5.11

  	
  Waiver of Stay or
  Extension Laws

  	
   

  
	
  SECTION 5.12

  	
  Action on Notes

  	
   

  
	
  SECTION 5.13

  	
  Performance
  and Enforcement of Certain Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI. The Indenture Trustee and the
  Administrator

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION
  6.1

  	
  Duties of Indenture Trustee

  	
   

  
	
  SECTION
  6.2

  	
  Rights of Indenture Trustee

  	
   

  
	
  SECTION 6.3

  	
  Individual
  Rights of Indenture Trustee

  	
   

  
	
  SECTION
  6.4

  	
  Indenture Trustee’s
  Disclaimer

  	
   

  
	
  SECTION 6.5

  	
  Notice
  of Defaults

  	
   

  
	
  SECTION
  6.6

  	
  Reports by Master
  Servicer to Holders

  	
   

  
	
  SECTION 6.7

  	
  Indenture
  Trustee Compensation and Indemnification

  	
   

  
	
  SECTION
  6.8

  	
  Replacement of
  Indenture Trustee

  	
   

  
	
  SECTION
  6.9

  	
  Successor
  Indenture Trustee by Merger

  	
   

  
	
  SECTION 6.10

  	
  Appointment
  of Co-Indenture Trustee or Separate Indenture Trustee

  	
   

  
	
  SECTION
  6.11

  	
  Eligibility:
  Disqualification

  	
   

  
	
  SECTION 6.12

  	
  Preferential
  Collection of Claims Against Issuer

  	
   

  
	
  SECTION 6.13

  	
  Representations
  and Warranties of the Indenture Trustee

  	
   

  
	
  SECTION 6.14

  	
  Waiver of
  Setoffs

  	
   

  
	
  SECTION
  6.15

  	
  No Consent to
  Certain Acts of Seller

  	
   

  
	
  SECTION 6.16

  	
  Duties,
  Liabilities and Limitations on Liability of Administrator.

  	
   

  
	
  SECTION 6.17

  	
  Administrator
  Compensation and Indemnification.

  	
   

  
	
  SECTION
  6.18

  	
  Replacement of
  Administrator.

  	
   

  
	
  SECTION
  6.19

  	
  Successor
  Administrator by Merger

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII. Noteholders’ Lists and
  Reports

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1

  	
  Issuer
  To Furnish To Indenture Trustee and Administrator Names and Addresses of
  Noteholders

  	
   

  



 


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  SECTION 7.2

  	
  Preservation
  of Information; Communications to Noteholders

  	
   

  
	
  SECTION 7.3

  	
  Reports by
  Issuer

  	
   

  
	
  SECTION
  7.4

  	
  Reports by Indenture
  Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII. Accounts, Disbursements and
  Releases

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1

  	
  Collection
  of Money

  	
   

  
	
  SECTION
  8.2

  	
  Release of Series Trust
  Estate

  	
   

  
	
  SECTION 8.3

  	
  Opinion
  of Counsel

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX. Amendments; the Series
  Supplement

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1

  	
  Amendments
  Without Consent of Noteholders

  	
   

  
	
  SECTION 9.2

  	
  Amendments With
  Consent of Noteholders

  	
   

  
	
  SECTION 9.3

  	
  Series
  Supplement Authorizing the Notes

  	
   

  
	
  SECTION
  9.4

  	
  Execution of the
  Series Supplement

  	
   

  
	
  SECTION
  9.5

  	
  Effect of Series Supplement

  	
   

  
	
  SECTION
  9.6

  	
  Conformity With
  Trust Indenture Act

  	
   

  
	
  SECTION 9.7

  	
  Reference
  in Notes to the Series Supplement

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X. [Reserved]

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI. Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.1

  	
  Compliance
  Certificates and Opinions, etc.

  	
   

  
	
  SECTION 11.2

  	
  Form
  of Documents Delivered to Indenture Trustee

  	
   

  
	
  SECTION 11.3

  	
  Acts
  of Noteholders

  	
   

  
	
  SECTION
  11.4

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

  	
   

  
	
  SECTION
  11.5

  	
  Notices to Noteholders;
  Waiver

  	
   

  
	
  SECTION 11.6

  	
  Alternate
  Payment and Notice Provisions

  	
   

  
	
  SECTION 11.7

  	
  Conflict
  with TIA

  	
   

  
	
  SECTION 11.8

  	
  Effect of
  Headings and Table of Contents

  	
   

  
	
  SECTION
  11.9

  	
  Successors
  and Assigns

  	
   

  
	
  SECTION 11.10

  	
  Separability

  	
   

  
	
  SECTION 11.11

  	
  Benefits
  of Indenture

  	
   

  
	
  SECTION 11.12

  	
  Legal Holidays

  	
   

  
	
  SECTION 11.13

  	
  GOVERNING LAW

  	
   

  
	
  SECTION 11.14

  	
  Counterparts

  	
   

  
	
  SECTION
  11.15

  	
  Recording
  of Indenture

  	
   

  
	
  SECTION 11.16

  	
  Trust
  Obligation

  	
   

  
	
  SECTION 11.17

  	
  No Petition

  	
   

  
	
  SECTION 11.18

  	
  Limited
  Recourse.

  	
   

  
	
  SECTION 11.19

  	
  Inspection

  	
   

  
	
  SECTION
  11.20

  	
  Limitation
  of Liability

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A 
  - Form of Transferee Certificate

  	
   

  



 


iii

















 


INDENTURE dated as of July
28, 2004, among HOUSEHOLD AUTOMOTIVE TRUST 2004-1, a Delaware statutory trust
(the “Issuer”), U.S. BANK NATIONAL ASSOCIATION, a national banking association,
as indenture trustee (the “Indenture Trustee”) and HSBC BANK USA, NATIONAL
ASSOCIATION, a national banking association, as administrator (the
“Administrator”).


 


In consideration of the mutual agreements contained
herein, and of other good and valuable consideration the receipt and adequacy
of which are hereby acknowledged, the parties agree as follows:


 


GRANTING CLAUSE


 


In order to secure the due and punctual payment of
the principal of and interest on the Notes when and as the same shall become
due and payable, whether as scheduled, by declaration of acceleration,
prepayment or otherwise, the Issuer, pursuant to the Series Supplement, shall
pledge the Series Trust Estate to the Indenture Trustee, all for the benefit of
the Indenture Trustee for the benefit of the Secured Parties.


 


ARTICLE
I.



Definitions and Incorporation by Reference


 


SECTION 1.1         Definitions. 
Except as otherwise specified herein, the following terms have the
respective meanings set forth below for all purposes of this Indenture. 


 


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


 


“Administrator” means HSBC Bank USA, National
Association, a national banking association, as administrator under this
Indenture and the other Basic Documents to which it is a party, or any
successor administrator hereunder and thereunder.


 


“Authorized Officer” means, with respect to the
Issuer and the Master Servicer, any officer or agent acting pursuant to a power
of attorney of the Owner Trustee or the Master Servicer, as applicable, who is
authorized to act for the Owner Trustee or the Master Servicer, as applicable,
in matters relating to the Issuer and who is identified on the list of
Authorized Officers delivered by each of the Owner Trustee and the Master
Servicer to the Indenture Trustee and the Administrator on the Closing Date (as
such list may be modified or supplemented from time to time thereafter). 


 


“Book Entry Notes” means any beneficial interest in
the Notes, ownership and transfers of which shall be made through book entries
by a Clearing Agency as described in Section 2.10. 


 


“Class” means all of the Notes having the same
specified payment terms and priority of payment.


 


1

















 


“Class SV Preferred Stock” means the preferred stock
of the Seller.


 


“Clearing Agency” means an organization registered
as a “clearing agency” pursuant to Section 17A of the Exchange Act. 


 


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


 


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


 


“Corporate Trust Office” has the meaning assigned to
such term in the Series Supplement. 


 


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


 


“Definitive Notes” has the meaning specified in
Section 2.10.


 


“Event of Default” has the meaning specified in
Section 5.1.


 


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


 


“Executive Officer” means, with respect to any
corporation, the Chief Executive Officer, Chief Operating Officer, Chief
Financial Officer, President, Executive Vice President, any Vice President, the
Secretary, the Treasurer, or any Assistant Treasurer of such corporation. 


 


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


 


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


 


“Indebtedness” means, with respect to any Person at
any time, (a) indebtedness or liability of such Person for borrowed money
whether or not evidenced by bonds, debentures, notes or other instruments, or
for the deferred purchase price of


 


2

















 


property
or services (including trade obligations); (b) obligations of such Person as
lessee under leases which should have been or should be, in accordance with
generally accepted accounting principles, recorded as capital leases; (c) current
liabilities of such Person in respect of unfunded vested benefits under plans
covered by Title IV of ERISA; (d) obligations issued for or liabilities
incurred on the account of such Person; (e) obligations or liabilities of such
Person arising under acceptance facilities; (f) obligations of such Person
under any guarantees, endorsements (other than for collection or deposit in the
ordinary course of business) and other contingent obligations to purchase, to
provide funds for payment, to supply funds to invest in any Person or otherwise
to assure a creditor against loss; (g) obligations of such Person secured by
any lien on property or assets of such Person, whether or not the obligations
have been assumed by such Person; or (h) obligations of such Person under any
interest rate or currency exchange agreement. 


 


“Indenture Trustee” means, initially, U.S. Bank
National Association, a national banking association, not in its individual
capacity but as trustee under this Indenture, or any successor trustee under
this Indenture. 


 


“Indenture Trustee Fee” means the fees due to the
Indenture Trustee, as may be set forth in that certain fee letter, dated as of
the date hereof between the Master Servicer and the Indenture Trustee.


 


“Independent” means, when used with respect to any
specified Person, that the person (a) is in fact independent of the Issuer, any
other obligor upon the Notes, the Seller and any Affiliate of any of the
foregoing persons, (b) does not have any direct financial interest or any
material indirect financial interest in the Issuer, any such other obligor, the
Seller or any Affiliate of any of the foregoing Persons and (c) is not
connected with the Issuer, any such other obligor, the Seller or any Affiliate
of any of the foregoing Persons as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions. 


 


“Independent Certificate” means a certificate or
opinion to be delivered to the Indenture Trustee under the circumstances
described in, and otherwise complying with, the applicable requirements of
Section 11.1, prepared by an Independent appraiser or other expert appointed
pursuant to an Issuer Order and approved by the Indenture Trustee in the
exercise of reasonable care, and such opinion or certificate shall state that
the signer has read the definition of “Independent” in this Indenture and that
the signer is Independent within the meaning thereof.


 


“Issuer Order” and “Issuer Request” means a written
order or request signed in the name of the Issuer by any one of its Authorized
Officers and delivered to the Indenture Trustee and/or the Administrator, as
the case may be. 


 


“Master Sale and Servicing Agreement” has the
meaning assigned to such term in the Series Supplement. 


 


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


 


“Notes” means the Notes authenticated and delivered
under this Indenture. 


 


3

















 


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


 


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


 


“Note Register” and “Note Registrar” have the
respective meanings specified in Section 2.4.


 


“Officer’s Certificate” means a certificate signed
by any Authorized Officer of the Issuer, under the circumstances described in,
and otherwise complying with, the applicable requirements of Section 11.1 and
TIA § 314, and delivered to the Indenture Trustee and/or the Administrator, as
the case may be.  Unless otherwise
specified, any reference in this Indenture to an Officer’s Certificate shall be
to an Officer’s Certificate of any Authorized Officer of the Issuer.  Each certificate with respect to compliance
with a condition or covenant provided for in this Indenture shall include (1) a
statement that the Authorized Officer signing the certificate has read such
covenant or condition; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements contained in such
certificate are based; (3) a statement that in the opinion of such person, he
has made such examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and (4) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.


 


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


 


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


 


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


 


(iii)          Notes in exchange for or in lieu of other Notes which have
been authenticated and delivered pursuant to this Indenture unless proof
satisfactory to


 


4

















 


the Administrator is presented that any such Notes
are held by a bona fide purchaser; 


 


provided, however,
that in determining whether the Holders of the requisite Outstanding Amount of
the Notes have given any request, demand, authorization, direction, notice,
consent or waiver hereunder or under any Basic Document, Notes owned by the
Issuer, any other obligor upon the Notes, the Seller or any Affiliate of any of
the foregoing Persons shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Indenture Trustee and/or the
Administrator shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Notes that a
Responsible Officer of the Indenture Trustee or the Administrator, as the case
may be, either actually knows to be so owned or has received written notice
thereof shall be so disregarded.  Notes
so owned that have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Indenture Trustee or the
Administrator, as the case may be, the pledgee’s right so to act with respect
to such Notes and that the pledgee is not the Issuer, any other obligor upon
the Notes, the Seller or any Affiliate of any of the foregoing Persons.


 


“Outstanding Amount” means the aggregate principal
amount of all Notes, or Class of Notes, as applicable, Outstanding at the date
of determination. 


 


“Owner Trustee” has the meaning assigned to such
term in the Trust Agreement.


 


“Predecessor Note” means, with respect to any
particular Note, every previous Note evidencing all or a portion of the same
debt as that evidenced by such particular Note; and, for the purpose of this
definition, any Note authenticated and delivered under Section 2.5 in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note. 


 


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


 


“Record Date” means, with respect to a Distribution
Date, the close of business on the Business Day immediately preceding such
Distribution Date.  However, if
Definitive Notes are issued, the Record Date shall be the last Business Day of
the month preceding a Distribution Date.


 


“Registration Statement” has the meaning specified
therefor in the Securities Act.


 


“Responsible Officer” means, with respect to the
Indenture Trustee, the Administrator or the Owner Trustee, any officer within
the Corporate Trust Office of the Indenture Trustee, the Administrator or the
Owner Trustee, as the case may be, including any Vice President, Assistant Vice
President, Assistant Treasurer, Assistant Secretary, Financial Services Officer
or any other officer of the Indenture Trustee, the Administrator or the Owner
Trustee, as the case may be, customarily performing functions similar to


 


5

















 


those
performed by any of the above designated officers and having direct
responsibility for the administration of this Indenture.


 


“Secured Parties” has the meaning assigned to such
term in the Series Supplement.


 


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


 


“Series Supplement” means the Series Supplement,
dated as of July 28, 2004, among the Master Servicer, the Issuer, the Seller,
the Indenture Trustee, the Owner Trustee and the Administrator, as such
agreement may be amended or supplemented from time to time. 


 


“Series Trust Estate” has the meaning assigned to
such term in the Series Supplement.


 


“S&P” means Standard & Poor’s Rating
Services, a division of The McGraw-Hill Companies, Inc., or its successor.


 


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


 


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


 


“Trust Agreement” has the meaning assigned to such
term in the Series Supplement.


 


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


 


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


 


“Unregistered Note” means a Note which is not being
offered for sale hereunder pursuant to a Registration Statement.


 


Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to them in the Master Sale and
Servicing Agreement, the Series Supplement or the Trust Agreement.


 


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


 


“Commission” means the Securities and Exchange
Commission. 


 


“indenture securities” means the Notes. 


 


6

















 


“indenture security holder” means a Noteholder. 


 


“indenture to be qualified” means this Indenture. 


 


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


 


“obligor” on the indenture securities means the
Issuer. 


 


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


 


SECTION 1.3         Rules of Construction.  Unless the context otherwise requires: 


 


(i)                    a term has the meaning assigned to it; 


 


(ii)                   an accounting term not otherwise defined has the
meaning assigned to it in accordance with generally accepted accounting
principles as in effect from time to time; 


 


(iii)                  “or” is not exclusive; 


 


(iv)                  “including” means including without limitation; and 


 


(v)                   words in the singular include the plural and words
in the plural include the singular.


 


SECTION 1.4         Action by or Consent of Noteholders
and Certificateholders. 
Whenever any provision of this Indenture refers to action to be taken,
or consented to, by Noteholders or Certificateholders, such provision shall be
deemed to refer to the Certificateholder or Noteholder, as the case may be, of
record as of the Record Date immediately preceding the date on which such
action is to be taken, or consent given, by Noteholders or Certificateholders.  Solely for the purposes of any action to be
taken, or consented to, by Noteholders or Certificateholders, any Note or
Certificate registered in the name of Seller or any Affiliate thereof shall be
deemed not to be Outstanding (except in the event that the Seller and/or an
Affiliate thereof then owns all outstanding Certificates and Outstanding
Notes); provided, however, that, solely for the purpose of
determining whether the Indenture Trustee is entitled to rely upon any such
action or consent, only Notes or Certificates which the Owner Trustee or the
Indenture Trustee, respectively, knows to be so owned shall be so disregarded.


 


7

















 


ARTICLE
II.



The Notes


 


SECTION 2.1         Form; Amount Limited; Issuable in
Series.


 


(a)           The
Notes shall be in substantially the form set forth in the Series Supplement,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture or the Series Supplement and
which do not affect the rights, duties or obligations of the Administrator
without the consent of the Administrator, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon
as may, consistently herewith, be determined by the officers executing such
Notes, as evidenced by their execution of the Notes.  Any portion of the text of any Note may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the Note.



 


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


 


Each Note shall be dated the date of its
authentication.  The terms of the Notes
set forth in the Series Supplement are part of the terms of this Indenture. 


 


(b)           The
aggregate principal amount of Notes which may be authenticated and delivered
and Outstanding at any time under this Indenture is not limited; provided
that the Series Supplement may so limit the aggregate principal amount of
Notes.  The Notes shall be issued in a
series, and may be issued in Classes and/or Tranches within such series (and
Tranches within a Class).


 


No Notes shall be issued under this Indenture unless
such Notes have been authorized pursuant to the Series Supplement, and all
conditions precedent to the issuance thereof, as specified in the Series
Supplement, shall have been satisfied.


 


All Notes issued under this Indenture shall be in
all respects equally and ratably entitled to the benefits hereof and secured by
the Series Trust Estate without preference, priority or distinction on account
of the actual time or times of authentication and delivery, all in accordance
with the terms and provisions hereof and the Series Supplement.


 


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


 


Notes bearing the original or facsimile signature of
individuals who were at any time Authorized Officers of the Issuer shall bind
the Issuer, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the


 


8

















 


authentication
and delivery of such Notes or did not hold such offices at the issuance date of
such Notes. 


 


The Notes shall be issuable in the denominations
specified in the Series Supplement. 


 


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


 


SECTION 2.3         Temporary Notes.  Pending the preparation of Definitive Notes of any Class or
Tranche, the Issuer may execute, and upon receipt of an Issuer Order prepared
and delivered by the Master Servicer, the Administrator shall authenticate and
deliver, temporary Notes which are printed, lithographed, typewritten,
mimeographed or otherwise produced, of the tenor of the Definitive Notes in
lieu of which they are issued and with such variations not inconsistent with
the terms of this Indenture as the officers executing such Notes may determine,
as evidenced by their execution of such Notes. 


 


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


 


SECTION 2.4         Registration; Registration of
Transfer and Exchange. 
The Issuer shall cause to be kept a register (the “Note Register”) in
which, subject to such reasonable regulations as it may prescribe, the Issuer
shall provide for the registration of Notes and the registration of transfers
of Notes.  The Administrator shall be
“Note Registrar” for the purpose of registering Notes and transfers of Notes as
herein provided.  Upon any resignation
of any Note Registrar, the Issuer shall promptly appoint a successor or, if it
elects not to make such an appointment, assume the duties of Note Registrar. 


 


If a Person other than the Administrator is
appointed by the Issuer as Note Registrar, the Issuer will give the Indenture
Trustee and the Administrator prompt written notice of the appointment of such
Note Registrar and of the location, and any change in


 


9

















 


the
location, of the Note Register.  The
Indenture Trustee and, if it is no longer serving as Note Registrar hereunder,
the Administrator, shall have the right to inspect the Note Register at all
reasonable times and to obtain copies thereof. 
The Indenture Trustee and the Administrator shall have the right to rely
upon a certificate executed on behalf of the Note Registrar by an Authorized
Officer thereof as to the names and addresses of the Holders of the Notes and
the principal amounts and number of such Notes. 


 


Upon surrender for registration or transfer of any
Note at the office or agency of the Issuer to be maintained as provided in
Section 3.2, and if the requirements of Section 8-401(1) of the UCC are met,
the Issuer shall execute and cause the Administrator to authenticate one or
more new Notes, in any authorized denominations, of the same class and a like
aggregate principal amount.  A
Noteholder may also obtain from the Administrator, in the name of the
designated transferee or transferees one or more new Notes, in any authorized
denominations, of the same Class and Tranche, as applicable, and a like
aggregate principal amount.  Such
requirements shall not be deemed to create a duty in the Administrator, nor
shall the Administrator have any duty, to monitor the compliance by the Issuer
with Section 8-401 of the UCC.


 


At the option of the Holder, Notes of any Class or
Tranche may be exchanged for other Notes of such Class or Tranche in any
authorized denominations of the same Class (and Tranche, if applicable) and a
like aggregate principal amount, upon surrender of the Notes to be exchanged at
such office or agency.  Whenever any
Notes are so surrendered for exchange, and if the requirements of Section
8-401(1) of the UCC are met, the Issuer shall execute and upon its written
request the Administrator shall authenticate the Notes which the Noteholder
making the exchange is entitled to receive. 
Such requirements shall not be deemed to create a duty in the
Administrator, nor shall the Administrator have any duty, to monitor the
compliance by the Issuer with Section 8-401 of the UCC.


 


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


 


Unless specified in the Series Supplement, every
Note presented or surrendered for registration of transfer or exchange shall,
unless specified in the Series Supplement, be (i) duly endorsed by, or be
accompanied by a written instrument of transfer in the form attached as an
exhibit to the Note duly executed by the Holder thereof or such Holder’s
attorney duly authorized in writing, with such signature guaranteed by an
“eligible guarantor institution” meeting the requirements of the Note Registrar
which requirements include membership or participation in Securities Transfer
Agents Medallion Program (“Stamp”) or such other “signature guarantee program”
as may be determined by the Note Registrar in addition to, or in substitution
for, Stamp, all in accordance with the Exchange Act, and (ii) accompanied by
such other documents as the Note Registrar may require. 


 


10

















 


No service charge shall be made to a Holder for any
registration of transfer or exchange of Notes, but the Note Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Notes.


 


Notwithstanding, the preceding provisions of this
section, the Issuer shall not be required to make, and the Note Registrar shall
not register, transfers or exchanges of Notes selected for redemption for a period
of 15 days preceding a Distribution Date.


 


The Note Registrar shall not register the transfer
of a Definitive Note unless the transferee has executed and delivered to the
Administrator a certification, in the form of Exhibit A hereto, to the
effect that either (i) the transferee is not (A) an employee benefit plan
(within the meaning of Section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”)) that is subject to Title I of ERISA or (B) a
plan (within the meaning of Section 4975(e)(1) of the Code) that is subject to
Section 4975 of the Code (each of the foregoing, a “Plan”), and is not acting
on behalf of or investing the assets of a Plan or (ii) that the transferee’s
acquisition and continued holding of the Definitive Note will be covered by a
prohibited transaction class exemption issued by the U.S. Department of
Labor.  Each Note Owner that purchases a
Book-Entry Note, or to whom a Book-Entry Note is transferred, shall be deemed to
represent that either (i) it is not a Plan and is not acting on behalf of or
investing the assets of a Plan or (ii) its acquisition and continued holding of
the Book-Entry Note will be covered by a prohibited transaction class exemption
issued by the U.S. Department of Labor.


 


No Holder of an Unregistered Note shall transfer its
Note, unless (i) such transfer is made in accordance with Rule 144A under the
Securities Act or (ii) pursuant to an exemption from registration provided by
Rule 144 under the Securities Act (if available) and the registration and
qualification requirements under applicable state securities laws.


 


Each Unregistered Note issued hereunder will contain
the following legend limiting sales to “Qualified Institutional Buyers” within
the meaning of Rule 144A under the Securities Act:


 


THIS NOTE HAS NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND HAS NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR REGULATORY
AUTHORITY OF ANY STATE.  THIS NOTE HAS
BEEN OFFERED AND SOLD PRIVATELY.  THE
HOLDER HEREOF ACKNOWLEDGES THAT THESE SECURITIES ARE “RESTRICTED SECURITIES” THAT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT AND AGREES FOR THE BENEFIT OF THE OBLIGORS AND ITS AFFILIATES THAT THESE
SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
(A) TO A PERSON WHOM


 


11

















 


THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (B)
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.


 


SECTION 2.5         Mutilated, Destroyed, Lost or
Stolen Notes.  If (i) any
mutilated Note is surrendered to the Administrator or the Note Registrar, or
the Administrator or the Note Registrar receives evidence to its satisfaction
of the destruction, loss or theft of any Note, and (ii) there is delivered to
each of the Issuer, the Administrator and the Note Registrar such security or
indemnity as may be required by it to hold the Issuer, the Administrator and
the Note Registrar harmless, then, in the absence of notice to the Issuer, the
Administrator or the Note Registrar that such Note has been acquired by a bona
fide purchaser, and provided that the requirements of Section 8-405 of the UCC
are met, the Issuer shall execute and upon its written request the
Administrator shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Note, a replacement Note of the same
Class or Tranche (such requirement shall not be deemed to create a duty in the
Administrator to monitor the compliance by the Issuer with Section 8-405); provided,
however, that if any such destroyed, lost or stolen Note, but not a
mutilated Note, shall have become, or within seven days shall be due and
payable, or shall have been called for redemption pursuant to the terms of the
Series Supplement, the Issuer may, instead of issuing a replacement Note,
direct the Administrator, in writing, to pay such destroyed, lost or stolen
Note when so due or payable or upon the redemption date without surrender
thereof.  If, after the delivery of such
replacement Note or payment of a destroyed, lost or stolen Note pursuant to the
proviso in the preceding sentence, a bona fide purchaser of the original Note
in lieu of which such replacement Note was issued presents for payment such
original Note, the Issuer, the Administrator and the Note Registrar shall be
entitled to recover such replacement Note (or such payment) from the Person to
whom it was delivered or any Person taking such replacement Note from such
Person to whom such replacement Note was delivered or any assignee of such
Person, except a bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuer or the Administrator in connection therewith.


 


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


 


Every replacement Note issued pursuant to this
Section in replacement of any mutilated, destroyed, lost or stolen Note shall
constitute an original additional


 


12

















 


contractual
obligation of the Issuer, whether or not the mutilated, destroyed, lost or
stolen Note shall be at any time enforceable by anyone, and shall be entitled
to all the benefits of this Indenture and the Series Supplement equally and
proportionately with any and all other Notes duly issued hereunder. 


 


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


 


SECTION 2.6         Persons Deemed Owner.  Prior to due presentment for registration of
transfer of any Note, the Issuer, the Indenture Trustee, the Administrator, the
Note Registrar and any agent of any of them may treat the Person in whose name
any Note is registered (as of the Record Date) as the owner of such Note for
the purpose of receiving payments 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 Administrator, the
Note Registrar or any agent of any of them shall be affected by notice to the
contrary. 


 


SECTION 2.7         Payment
of Principal and Interest;
Defaulted Interest.


 


(a)           The
Notes shall accrue interest as provided in the form of Note set forth in the
Series Supplement and such interest shall be due and payable on each Distribution
Date as specified therein.  Any
installment of interest or principal, if any, payable on any Note which is
punctually or duly provided for by the Issuer on the applicable Distribution
Date shall be paid, as provided in the Series Supplement, or if not so provided
to the Person in whose name such Note (or one or more Predecessor Notes) is
registered on the Record Date, by check mailed first-class, postage prepaid, to
such Person’s address as it appears on the Note Register on such Record Date,
except that, if the Notes are Book Entry Notes, unless Definitive Notes have
been issued pursuant to Section 2.12, with respect to Notes registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee to be Cede & Co.), payment will be made by wire transfer in
immediately available funds to the account designated by such nominee and
except for the final installment of principal payable with respect to such Note
on a Distribution Date or on the Final Scheduled Distribution Date as set forth
in the Series Supplement which shall be payable as provided below.  The funds represented by any such checks
returned undelivered shall be held in accordance with Section 3.3. 


 


(b)           The
principal of each Note shall be payable in installments on each Distribution
Date as provided in the form of Note set forth in the Series Supplement.  Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes shall be due and payable, if not previously
paid, on the date on which an Event of Default shall have occurred and be
continuing, if the Notes are declared to be immediately due and payable in the
manner provided in the Series Supplement. 
Upon written notice from the Master Servicer on behalf of the Issuer,
the Administrator shall notify the Person in whose name a Note is registered at
the close of business on the Record Date preceding the Distribution Date on
which the Issuer expects that the final installment of principal of


 


13

















 


and interest on such Note will be paid.  Such notice may be mailed or transmitted by facsimile prior to
such final Distribution Date and may specify that such final installment will
be payable only upon presentation and surrender of such Note and shall specify
the place where such Note may be presented and surrendered for payment of such
installment.  


 


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


 


SECTION 2.8         Cancellation. 
All Notes surrendered for payment, registration of transfer, exchange or
redemption shall, if surrendered to any Person other than the Administrator, be
delivered to the Note Registrar and shall be promptly canceled by the Note
Registrar in accordance with its customary procedures.  The Issuer may at any time deliver to the
Note Registrar for cancellation any Notes previously authenticated and
delivered hereunder which the Issuer may have acquired in any manner
whatsoever, and all Notes so delivered shall be promptly canceled by the Note
Registrar in accordance with its customary procedures.  No Notes shall be authenticated in lieu of
or in exchange for any Notes canceled as provided in this Section, except as
expressly permitted by this Indenture. 
All canceled Notes may be held or disposed of by the Note Registrar in
accordance with its standard retention or disposal policy as in effect at the
time.


 


SECTION 2.9         Reserved.


 


SECTION 2.10       Book-Entry Notes.  The Notes, upon original issuance, may be issued in the form of
typewritten Notes representing the Book-Entry Notes, to be delivered to The
Depository Trust Company or its agent, the initial Clearing Agency, by, or on
behalf of, the Issuer.  Such Notes may
initially be registered on the Note Register in the name of Cede & Co., the
nominee of the initial Clearing Agency, and no Note Owner will receive a
Definitive Note representing such Note Owner’s interest in such Note, except as
provided in Section 2.12.  Unless and
until definitive, fully registered Notes (the “Definitive Notes”) have been
issued to Note Owners pursuant to Section 2.12: 


 


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


 


(ii)                   the Note Registrar, the Indenture Trustee and the
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 Notes and the giving of instructions or directions hereunder) as the
sole Holder of the Notes, and shall have no obligation to the Note Owners; 


 


14

















 


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


 


(iv)                  the rights of Note Owners shall be exercised only
through the Clearing Agency and shall be limited to those established by law
and agreements between such Note Owners and the Clearing Agency and/or the
Clearing Agency Participants.  Unless
and until Definitive Notes are issued pursuant to Section 2.12, the initial
Clearing Agency will make book-entry transfers among the Clearing Agency
Participants and receive and transmit payments of principal of and interest on
the Notes to such Clearing Agency Participants; 


 


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


 


(vi)                  Note Owners may receive copies of any reports sent
to Noteholders pursuant to this Indenture, upon written request, together with
a certification that they are Note Owners and payment of reproduction and
postage expenses associated with the distribution of such reports, from the
Administrator at the Corporate Trust Office or, if applicable, on the
Administrator’s web-site specified in the Series Supplement. 


 


SECTION 2.11       Notices to Clearing Agency.  With respect to any Notes which are Book
Entry Notes, whenever a notice or other communication to the Noteholders is
required under this Indenture, unless and until Definitive Notes shall have
been issued to Note Owners pursuant to Section 2.12, the Indenture Trustee or
the Administrator, as the case may be, shall give all such notices and
communications specified herein to be given to Holders of the Notes to the
Clearing Agency, and shall have no obligation to the Note Owners. 


 


SECTION 2.12       Definitive Notes.  If any Notes are Book-Entry Notes and if (i) the Master Servicer
advises the Indenture Trustee or the Administrator in writing that the Clearing
Agency is no longer willing or able to properly discharge its responsibilities
with respect to such Notes, and the Master Servicer is unable to locate a
qualified successor, (ii) the Master Servicer at its option advises the
Indenture Trustee and the Administrator in writing that it elects to terminate
the book-entry system through the Clearing Agency or (iii) after the occurrence
of an Event of Default, Note Owners representing beneficial interests
aggregating at least a majority of the Outstanding Amount of the Notes advise
the Indenture Trustee through the Clearing Agency in writing that the
continuation of a book entry system through the Clearing Agency is no longer in
the best interests of the Note Owners, then the Administrator, in the case of
(i)


 


15

















 


and
(ii), and the Indenture Trustee, in the case of (iii), shall notify all Note
Owners, the Master Servicer, the Indenture Trustee and the Administrator of the
occurrence of any such event and of the availability of Definitive Notes to
Note Owners requesting the same.  Upon
surrender to the Administrator of the typewritten Note or Notes representing
the Book-Entry Notes by the Clearing Agency, accompanied by registration
instructions, the Issuer shall execute and upon the written direction of the
Issuer the Administrator 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
Administrator shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be protected in relying on, such
instructions.  Upon the issuance of
Definitive Notes, the Indenture Trustee, the Administrator and the Note
Registrar shall recognize the Holders of the Definitive Notes as Noteholders. 


 


SECTION 2.13       Final Distribution.


 


(a)           The
Master Servicer on behalf of the Issuer shall give the Indenture Trustee and
the Administrator at least 15 days prior written notice of the Distribution
Date (or other date) on which the Noteholders of any Class may surrender their
Notes for payment of the final distribution on and cancellation of such
Notes.  Not later than the fifth day of
the month in which the final distribution in respect of such Class is payable
to Noteholders, the Administrator shall provide notice to the Noteholders of
such Class specifying (i) the date upon which final payment of such Class will
be made upon presentation and surrender of Notes (if required) of such Class at
the office or offices therein designated, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such payment
date is not applicable, payments being made only upon presentation and
surrender of such Notes at the office or offices therein specified.  Unless it is serving in the related
functions, the Administrator shall give such notice to the Note Registrar and
the Note Paying Agent at the time such notice is given to Noteholders.


 


(b)           Notwithstanding
a final distribution to the Noteholders of any Class, except as otherwise
provided in this paragraph, all funds then on deposit in the Collection Account
and the Trust Accounts shall continue to be held in trust for the benefit of
such Noteholders, and the Note Paying Agent or the Administrator shall pay such
funds to such Noteholders upon surrender of their Notes.  In the event that all such Noteholders shall
not surrender their Notes for cancellation within six months after the date
specified in the notice from the Administrator described in paragraph (a), the
Administrator shall give a second notice to the remaining such Noteholders to
surrender their Notes for cancellation and receive the final distribution with
respect thereto.  If within one year
after the second notice all such Notes shall not have been surrendered for
cancellation, the Administrator may take appropriate steps, or may appoint an
agent to take appropriate steps, to contact the remaining such Noteholders
concerning surrender of their Notes, and the cost thereof shall be paid out of
the funds in the account held for the benefit of such Noteholders.  The Administrator and the Note Paying Agent
shall upon written request pay to the Issuer any moneys held by them for the
payment of principal or interest that remains unclaimed for two years.  After payment to the Issuer, Noteholders
entitled to the money must look to the Issuer for payment as general unsecured
creditors


 


16

















 


unless an applicable abandoned property law designates another Person,
the Indenture Trustee, the Administrator or such Note Paying Agent with respect
to such trust money shall thereupon cease.


 


(c)           Any
notice required or permitted to be given to a Holder of Registered Notes shall
be given by first-class mail, postage prepaid, at the address of such Holder as
shown in the Note Register.


 


ARTICLE
III.



Covenants


 


SECTION 3.1         Payment
of Principal and Interest.  The
Issuer will duly and punctually pay or cause to be paid the principal of and
interest on the Notes in accordance with the terms of the Notes, this Indenture
and the Series Supplement.  Amounts
properly withheld under the Code by any Person from a payment to any Noteholder
of interest and/or principal shall be considered as having been paid by the
Issuer to such Noteholder for all purposes of this Indenture. 


 


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



 


SECTION 3.3         Money for Payments to be Held in
Trust.  One Business Day prior
to each Distribution Date, the Issuer shall deposit or cause to be deposited to
the Collection Account Available Funds (which shall be immediately available)
with respect to the related Collection Period. 
Such sum shall be held in trust for the benefit of the Persons entitled
thereto and (unless the Note Paying Agent is the Administrator), the Issuer
shall promptly notify the Administrator of its action or failure so to act. 


 


The Issuer hereby appoints the Person serving as
Administrator as Note Paying Agent to make payments to Noteholders on behalf of
the Issuer in accordance with the provisions of the Notes, this Indenture and
the Series Supplement, and such Person hereby accepts such appointment (subject
to removal in the event it no longer serves as Administrator pursuant to Section
6.18).  


 


The Issuer will cause each Note Paying Agent other
than the Indenture Trustee or the Administrator to execute and deliver to the
Indenture Trustee an


 


17

















 


instrument
in which such Note Paying Agent shall agree with the Indenture Trustee (and if
the Indenture Trustee or the Administrator acts as Note Paying Agent with
respect to clauses (i) and (v), it hereby so agrees), subject to the provisions
of this Section, that such Note Paying Agent will: 


 


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


 


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


 


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


 


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


 


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


 


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


 


The Issuer hereby appoints the Person serving as
Administrator, as Certificate Paying Agent to make payments to
Certificateholders on behalf of the Issuer in accordance with the provisions of
the Certificates, this Indenture and the Trust Agreement, and such Person
hereby accepts such appointment (subject to removal in the event it no longer
serves as Administrator pursuant to Section 6.18) and further agrees that it
will be bound by the provisions of the Trust Agreement relating to the
Certificate Paying Agent and will: 


 


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


 


18

















 


provided and as provided in the Trust Agreement and
pay such sums to such Persons as herein and therein provided;


 


(ii)                   give the Owner Trustee notice of any default by the
Issuer of which a Responsible Officer of the Certificate Paying Agent has
actual knowledge in the making of any payment required to be made with respect
to the Certificates; 


 


(iii)                  at any time during the
continuance of any such default, upon the written request of the Owner Trustee
forthwith pay to the Owner Trustee on behalf of the Issuer all sums so held in
Trust by such Certificate Paying Agent; 


 


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


 


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


 


SECTION 3.4         Existence. 
Except as otherwise permitted by the provisions of Section 3.10, the
Issuer will keep in full effect its existence, rights and franchises as a
statutory trust under the laws of the State of Delaware (unless it becomes, or
any successor Issuer hereunder is or becomes, organized under the laws of any
other state or of the United States of America, in which case the Issuer will
keep in full effect its existence, rights and franchises under the laws of such
other jurisdiction) and will obtain and preserve its qualification to do
business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the
Series Supplement, the Notes and each other instrument or agreement included in
the Series Trust Estate. 


 


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


 


(i)                    Grant more effectively all or any portion of the
Series Trust Estate; 


 


19

















 


(ii)                   maintain or preserve the lien and security interest
(and the priority thereof) in favor of the Indenture Trustee for the benefit of
the Secured Parties created by this Indenture and the Series Supplement or
carry out more effectively the purposes hereof; 


 


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


 


(iv)                  enforce any of the Series Trust Estate; 


 


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


 


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


 


SECTION 3.6         Opinions as to Series Trust Estate.


 


(a)           On
the Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion
of Counsel either stating that, in the opinion of such counsel, such action has
been taken with respect to the recording and filing of this Indenture, the
Series Supplement, and any other requisite documents, and with respect to the
execution and filing of any financing statements and continuation statements,
as are necessary to perfect and make effective the first priority lien and
security interest in favor of the Indenture Trustee for the benefit of the
Secured Parties, created by this Indenture and the Series Supplement and
reciting the details of such action, or stating that, in the opinion of such
counsel, no such action is necessary to make such perfected lien and security
interest effective. 


 


(b)           Within
90 days after the beginning of each calendar year, beginning with the calendar
year succeeding the Closing Date, the Master Servicer on behalf of the Issuer
shall furnish to the Indenture Trustee an Opinion of Counsel either stating
that, in the opinion of such counsel, such action has been taken with respect
to the recording, filing, re-recording and refiling of this Indenture, the
Series Supplement and any other requisite documents, with respect to the execution
and filing of any financing statements and continuation statements, and with
respect to the authentication of such records as are necessary to maintain the
lien and security interest created by this Indenture and the Series Supplement
and reciting the details of such action or stating that in the opinion of such
counsel no such action is necessary to maintain such lien and security
interest.  Such Opinion of Counsel shall
also describe the recording, filing, re-recording and refiling of this
Indenture, any indentures supplemental hereto and any other requisite
documents, the execution and filing of any financing statements and
continuation statements and the authentication of such records that will, in
the opinion of such counsel, be required to maintain the lien and security
interest of this Indenture and the Series Supplement until March 31 of the
following calendar year. 


 


20

















 


SECTION 3.7         Performance of Obligations;
Servicing of Receivables.


 


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


 


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


 


(c)           The
Issuer will punctually perform and observe all of its obligations and
agreements contained in this Indenture and the Basic Documents and in the
instruments and agreements included in the Series Trust Estate, including, but
not limited, to preparing (or causing to be prepared) and filing (or causing to
be filed) all UCC financing statements and continuation statements required to
be filed by the terms of this Indenture, the Series Supplement and the Master
Sale and Servicing Agreement in accordance with and within the time periods
provided for herein and therein.  Except
as otherwise expressly provided therein, the Issuer shall not waive, amend, modify,
supplement or terminate any Basic Document or any provision thereof without the
consent of the Indenture Trustee.


 


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


 


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


 


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


 


21

















 


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


 


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


 


SECTION 3.9         Annual Statement as to Compliance.  The Master Servicer on behalf of the Issuer
will deliver to the Indenture Trustee, within 90 days after the end of each
fiscal year of the Issuer (commencing with the fiscal year ended December 31,
2004), and otherwise in compliance with the requirements of TIA Section
314(a)(4) an Officer’s Certificate stating, as to the Authorized Officer
signing such Officer’s Certificate, that 


 


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


 


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


 


SECTION 3.10       Issuer May Consolidate, Etc. Only
on Certain Terms.


 


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


 


22

















 


(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 Administrator, in form satisfactory to the Indenture
Trustee, the due and punctual payment of the principal of and interest on all
Notes and the performance or observance of every agreement and covenant of this
Indenture and the Series Supplement on the part of the Issuer to be performed
or observed, all as provided herein; 


 


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


 


(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 Owner
Trustee) to the effect that such transaction will not have any material adverse
tax consequence to the Trust, any Noteholder or any Certificateholder; 


 


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


 


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


 


(b)           The
Issuer shall not convey or transfer all or substantially all of its properties
or assets, including those included in the Series Trust Estate, to any Person,
unless 


 


(i)                    the Person that acquires by conveyance or transfer
the properties and assets of the Issuer the conveyance or transfer of which is
hereby restricted shall (A) be a United States citizen or a Person organized
and existing under the laws of the United States of America or any state, (B)
expressly assume, by an indenture supplemental hereto, executed and delivered
to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the
due and punctual payment of the principal of and interest on all Notes and the
performance or observance of every agreement and covenant of this Indenture,
the Series Supplement, each of the Basic Documents and each of the Related
Documents on the part of the Issuer to be performed or observed, all as
provided herein, (C) expressly agree by means of such Indenture Supplement that
all right, title and


 


23

















 


interest so conveyed or transferred shall be subject
and subordinate to the rights of Holders of the Notes, (D) unless otherwise
provided in such Series Supplement, expressly agree to indemnify, defend and
hold harmless the Issuer against and from any loss, liability or expense
arising under or related to this Indenture, the Series Supplement and the Notes
and (E) expressly agree by means of such Series Supplement that such Person (or
if a group of persons, then one specified Person) shall prepare (or cause to be
prepared) and make all filings with the Commission (and any other appropriate
Person) required by the Exchange Act in connection with the Notes; 


 


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


 


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


 


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


 


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


 


(vi)                  the Issuer shall have delivered to the Indenture
Trustee an Officers’ Certificate and an Opinion of Counsel each stating that
such conveyance or transfer and such Indenture Supplement complies with this
Article III and that all conditions precedent herein provided for relating to
such transaction have been complied with (including any filing required by the
Exchange Act).


 


SECTION 3.11       Successor or Transferee.


 


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


 


(b)           Upon
a conveyance or transfer of all the assets and properties of the Issuer
pursuant to Section 3.10(b), Household Automotive Trust 2004-1 will be released
from every covenant and agreement of this Indenture and the Series Supplement
to be observed or performed on the part of the Issuer with respect to the Notes
immediately upon the delivery of written notice to the Indenture Trustee
stating that Household Automotive Trust 2004-1 is to be so released. 


 


24

















 


SECTION 3.12       No Other Business.  The Issuer shall not engage in any business other than financing,
purchasing, owning, selling and managing the Receivables, entering and
maintaining any ancillary agreement related to issuance of the Notes and owning
the Class SV Preferred Stock of the Seller in the manner contemplated by this
Indenture, the Basic Documents and the Series Supplement and all Related
Documents and activities incidental thereto.


 


SECTION 3.13       No Borrowing. 
The Issuer shall not issue, incur, assume, guarantee or otherwise become
liable, directly or indirectly, for any Indebtedness except for (i) the Notes,
(ii) obligations owing from time to time to a Series Support Provider under the
related agreement regarding Series Support, if any and (iii) any other
Indebtedness permitted by or arising under the Basic Documents and the Series
Supplement.  The proceeds of the Notes
and the Certificates of a Series shall be used exclusively to fund the Issuer’s
purchase of the Receivables of such Series, or to obtain release of the lien
relating to the pledge of the Receivables for a prior series of notes issued by
the Issuer, the purchase of related property of the Series Trust Estate, to
fund any trust account and to pay the Issuer’s organizational, transactional
and start-up expenses. 


 


SECTION 3.14       Master Servicer’s Obligations.  The Issuer shall enforce the provisions of
Sections 4.9, 4.10 and 4.11 of the Master Sale and Servicing Agreement with
respect to the duties of Master Servicer thereunder.


 


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


 


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


 


SECTION 3.17       Compliance with Laws.  The Issuer shall comply with the
requirements of all applicable laws, the non-compliance with which would,
individually or in the aggregate, materially and adversely affect the ability
of the Issuer to perform its obligations under the Notes, this Indenture, or
any Basic Document, the Series Supplement or any Related Document. 


 


SECTION 3.18       Restricted Payments.  The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any


 


25

















 


ownership
or equity interest or security in or of the Issuer or to the Seller, (ii)
redeem, purchase, retire or otherwise acquire for value any such ownership or
equity interest or security or (iii) set aside or otherwise segregate any
amounts for any such purpose; provided, however, that the Issuer
may make, or cause to be made, distributions to the Seller, the Master
Servicer, the Owner Trustee, the Indenture Trustee, the Administrator and the
Certificateholders as permitted by, and to the extent funds are available for
such purpose under, the Master Sale and Servicing Agreement or Trust
Agreement.  The Issuer will not,
directly or indirectly, make payments to or distributions from the Collection
Account except in accordance with this Indenture, the Basic Documents, the
Series Supplement or any Related Document. 


 


SECTION 3.19       Notice of Events of Default.  Upon a Responsible Officer of the Owner
Trustee having actual knowledge thereof, the Issuer agrees to give the
Indenture Trustee, the Administrator and the Rating Agencies prompt written
notice of each Event of Default under the Series Supplement and each default on
the part of the Master Servicer or the Seller of its obligations under the
Master Sale and Servicing Agreement. 


 


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


 


SECTION 3.21       Amendments of Master Sale and
Servicing Agreement and Trust Agreement.  The Issuer shall not agree to any amendment
to Section 13.1 of the Master Sale and Servicing Agreement or Section 11.1 of
the Trust Agreement to eliminate the requirements thereunder that the Indenture
Trustee, the Administrator or the Holders of the Notes consent to amendments
thereto as provided therein. 


 


SECTION 3.22       Income Tax Characterization.  For purposes of federal income, state and
local income and franchise and any other income taxes, the Issuer, the
Noteholders and the Certificateholders will treat the Notes as indebtedness and
hereby instruct the Indenture Trustee to treat the Notes as indebtedness for
federal and state tax reporting purposes.


 


ARTICLE
IV.



Satisfaction and Discharge


 


SECTION 4.1         Satisfaction and Discharge of
Indenture.  This Indenture shall
cease to be of further effect with respect to the Notes except as to (i) rights
of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive
payments of principal thereof and interest thereon, (iv) Sections 3.3, 3.4,
3.5, 3.8, 3.10, 3.12, 3.13, 3.20, 3.21 and 3.22, (v) the rights and immunities
of the Indenture Trustee and the Administrator hereunder (including the rights
of the Indenture Trustee and the Administrator under Section 6.7 and the
obligations of the Indenture Trustee and the Administrator under Section 4.2)
and (vi)


 


26

















 


the
rights of the Secured Parties as beneficiaries hereof with respect to the
Series Trust Estate so deposited with the Indenture Trustee or the
Administrator payable to all or any of them, and the Indenture Trustee, on
written demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with
respect to the Notes, when either


 


(1)           all Notes theretofore authenticated and delivered (other
than (i) Notes that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 2.5 and (ii) Notes for whose payment
money has theretofore been deposited in trust or segregated and held in trust
by the Issuer and thereafter repaid to the Issuer or discharged from such
trust, as provided in Section 3.3) have been delivered to the Note Registrar
for cancellation and the Series Support, if any, has been returned to the
Series Support Provider; or 


 


(2)           all Notes not theretofore delivered to the Note Registrar
for cancellation 


 


(i)            have become due and payable,


 


(ii)           will become due and payable at their respective Final
Scheduled Distribution Dates within one year, or 


 


(iii)          are to be called for redemption within one year under
arrangements satisfactory to the Indenture Trustee and the Administrator for
the giving of notice of redemption by the Administrator, upon the instructions
of the Master Servicer or the Indenture Trustee, as the case may be, in the
name, and at the expense, of the Issuer, 


 


and the Issuer, in the case of (i), (ii) or (iii)
above, has irrevocably deposited or caused to be irrevocably deposited with the
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 to pay and
discharge the entire indebtedness on such Notes not theretofore delivered to
the Administrator for cancellation when due on the Final Scheduled Distribution
Date or tender date (if Notes shall have been called for redemption or tender
pursuant to the Series Supplement), as the case may be.


 


SECTION 4.2         Application of Trust Money.  All monies deposited with the Indenture
Trustee and/or the Administrator pursuant to Section 4.1 hereof shall be held
in trust and applied by it, in accordance with the provisions of the Notes,
this Indenture and the Series Supplement, to the payment, either directly or
through any Note Paying Agent, as the Indenture Trustee and/or the
Administrator, as the case may be, may determine, to the Secured Parties for
the payment or redemption of which such monies


 


27

















 


have
been deposited with the Indenture Trustee and/or the Administrator, as the case
may be, of all sums due and to become due thereon for principal and interest;
but such monies need not be segregated from other funds except to the extent
required herein or in the Master Sale and Servicing Agreement or required by
law. 


 


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 under the
provisions of this Indenture with respect to such Notes shall, upon demand of
the Issuer, be paid to the Indenture Trustee (or the Administrator on behalf of
the Indenture Trustee) to be held and applied according to Section 3.3 and
thereupon such Note Paying Agent shall be released from all further liability
with respect to such monies.


 


ARTICLE
V.



Remedies


 


SECTION 5.1         Events of Default.  The definition of “Event of Default” with respect to a Series,
together with certain rights and remedies consequent thereto, shall be set
forth in the Series Supplement.


 


SECTION 5.2         Collection of Indebtedness and
Suits for Enforcement by Indenture Trustee.


 


(a)           Subject
to the terms of the Series Supplement, the Issuer covenants that if (i) default
is made in the payment of any interest on any Note when the same becomes due
and payable, and such default continues for a period of five days, or (ii)
default is made in the payment of the principal of or any installment of the
principal of any Note when the same becomes due and payable, and such default
continues for a period of five days, the Issuer will, upon demand of the
Indenture Trustee, pay to it or the Administrator, for the benefit of the
Secured Parties, the whole amount then due and payable on such Notes for
principal and interest, with interest upon the overdue principal, and, to the
extent payment at such rate of interest shall be legally enforceable, upon
overdue installments of interest, at the applicable Note Rate and in addition
thereto such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and outside
counsel. 


 


(b)           If
an Event of Default occurs and is continuing with respect to a Series, the
Indenture Trustee may in its discretion proceed to protect and enforce the
rights of the Secured Parties by such appropriate Proceedings as the Indenture
Trustee shall deem most effective to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or the Series Supplement or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy or legal or equitable
right vested in the Indenture Trustee by this Indenture, the Series Supplement
or by law. 


 


28

















 


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


 


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


 


(ii)                   unless prohibited by applicable law and regulations,
to vote on behalf of the Secured Parties of such Series in any election of a
trustee, a standby trustee or person performing similar functions in any such
proceedings;


 


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


 


(iv)                  to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Indenture Trustee or the Secured Parties, in each case against the Series Trust
Estate allowed in any judicial proceedings relative to the Issuer, its
creditors and its property; 


 


and
any trustee, receiver, liquidator, custodian or other similar official in any
such proceeding is hereby authorized by the Secured Parties to make payments to
the Indenture Trustee, and, in the event that the Indenture Trustee shall
consent to the making of payments directly to the Secured Parties, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all


 


29

















 


other
expenses and liabilities incurred, and all advances made, by the Indenture
Trustee and each predecessor Indenture Trustee except as a result of negligence
or bad faith. 


 


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


 


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


 


(f)            In
any proceedings brought by the Indenture Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture or the Series
Supplement), the Indenture Trustee shall be held to represent all the Secured
Parties, and it shall not be necessary to make any Secured Party a party to any
such proceedings. 


 


SECTION 5.3         Limitation of Suits.  No Holder of any Note shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture or the Series Supplement, or for the appointment of a receiver or
trustee, or for any other remedy hereunder, unless:


 


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


 


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


 


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


 


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


 


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


 


30

















 


it
being understood and intended that no Holders of Notes shall have any right in
any manner whatsoever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holders of
Notes or to obtain or to seek to obtain priority or preference over any other
Holders or to enforce any right under this Indenture, except in the manner
herein provided. 


 


SECTION 5.4         Unconditional Rights of
Noteholders To Receive Principal and Interest.  Notwithstanding any other provisions in this
Indenture, the Holder of any Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest, if any, on
such Note on or after the respective due dates thereof expressed in such Note
or in this Indenture or the Series Supplement (or, in the case of redemption or
tender pursuant to the Series Supplement, on or after the related redemption or
tender date) and to institute a suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Holder. 


 


SECTION 5.5         Restoration of Rights and Remedies.  If the Indenture Trustee or any Noteholder
has instituted any Proceeding to enforce any right or remedy under this
Indenture or the Series Supplement and such Proceeding has been discontinued or
abandoned for any reason, then and in every such case the Issuer, the Indenture
Trustee and the related Noteholders shall, subject to any determination in such
Proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Indenture Trustee and
the related Noteholders shall continue as though no such proceeding had been
instituted. 


 


SECTION 5.6         Rights and Remedies Cumulative.  No right or remedy herein conferred upon or
reserved to any Noteholders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now
or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy. 


 


SECTION 5.7         Delay or Omission Not a Waiver.  No delay or omission of the Indenture
Trustee, any Controlling Party or any Holder of any related Note to exercise
any right or remedy accruing upon any Default or Event of Default shall impair
any such right or remedy or constitute a waiver of any such Default or Event of
Default or an acquiescence therein. 
Every right and remedy given by this Article V or by law to the
Indenture Trustee or to any Noteholders may be exercised from time to time, and
as often as may be deemed expedient, by the Indenture Trustee or by the related
Noteholders, as the case may be. 


 


SECTION 5.8         Limitation on Voting of Preferred
Stock; Control by Noteholders.


 


(a)           Notwithstanding
any provision of any Related Document to the contrary, the Indenture Trustee
shall hold the Class SV Preferred Stock in trust for the


 


31

















 


benefit of the Secured Parties and shall vote such stock only pursuant
to the written instructions of the Holders of a majority of the Outstanding
Amount of the Notes.


 


(b)           The
Controlling Party shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Indenture Trustee
with respect to the Notes of such Series or exercising any trust or power
conferred on the Indenture Trustee; provided that 


 


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


 


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


 


provided, however,
that, subject to Section 6.1, the Indenture Trustee need not take any action
that it determines might involve it in liability or might materially adversely
affect the rights of any Noteholders not consenting to such action. 


 


SECTION 5.9         Waiver of Past Defaults. The
Controlling Party may waive any Default or Event of Default relating to the
Notes and its consequences except a Default (a) in payment of principal of or
interest on any of the Notes or (b) in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of the Holder of
each Note.  In the case of any such
waiver, the Issuer, the Indenture Trustee and the Holders of the Notes shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereto. 


 


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


 


SECTION 5.10       Undertaking for Costs.  All parties to this Indenture and the Series
Supplement agree, and each Holder of any Note by such Holder’s acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require,
in any suit for the enforcement of any right or remedy under this Indenture and
the Series Supplement, or in any suit against the Indenture Trustee for any
action taken, suffered or omitted by it as Indenture Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to (a) any
suit instituted by the Indenture Trustee, (b) any suit instituted by any
Noteholder, or group of Noteholders, in each case holding in the aggregate more
than 10% of the Outstanding Amount of the Notes or (c) any suit instituted by
any Noteholder for the enforcement of


 


32

















 


the
payment of principal of or interest on any Note on or after the respective due
dates expressed in such Note and in this Indenture and the Series Supplement. 


 


SECTION 5.11       Waiver of Stay or Extension Laws.  The Issuer covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, or plead or in
any manner whatsoever, claim or take the benefit of, any stay or extension law
wherever enacted, now or at any time hereafter in force, that may affect the
covenants or the performance of this Indenture and the Series Supplement; and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Indenture Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted. 


 


SECTION 5.12       Action on Notes.  The Indenture Trustee’s right to seek and recover judgment on the
Notes or under this Indenture or the Series Supplement shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture or the Series Supplement. 
Neither the lien of this Indenture or the Series Supplement nor any rights
or remedies of the Indenture Trustee 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 Series
Trust Estate or upon any of the assets of the Issuer. 


 


SECTION 5.13       Performance and Enforcement of
Certain Obligations.


 


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


 


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


 


33

















 


ARTICLE
VI.



The Indenture Trustee and the Administrator


 


SECTION 6.1         Duties of Indenture Trustee.


 


(a)           If
an Event of Default has occurred and is continuing of which a Responsible
Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee
shall exercise the rights and powers vested in it by this Indenture and the
other Basic Documents and use the same degree of care and skill in its exercise
as a prudent person would exercise or use under the circumstances in the
conduct of such person’s own affairs.


 


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


 


(i)                    the Indenture Trustee undertakes to perform with
respect to such Series such duties and only such duties as are specifically set
forth in this Indenture and the other Basic Documents and no implied covenants
or obligations shall be read into this Indenture or the other Basic Documents
against the Indenture Trustee; and


 


(ii)                   in the absence of bad faith on its part, the
Indenture Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Indenture Trustee as the case may be and conforming
to the requirements of this Indenture and the other Basic Documents; however,
the Indenture Trustee shall examine the certificates and opinions to determine
whether or not they conform on their face to the requirements of this Indenture
and the other Basic Documents provided, further, that the Indenture Trustee
shall not be responsible for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument
furnished to it, including, without limitation, any statistical, numerical or
financial data contained therein.


 


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


 


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


 


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


 


(iii)                  the Indenture Trustee shall not
be liable with respect to any action it takes or omits to take in good faith in
accordance with a direction received by it pursuant to Section 5.8.


 


34

















 


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


 


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


 


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


 


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


 


(h)           The
Indenture Trustee shall, and hereby agrees that it will, perform all of the
obligations and duties required of it under each Related Document to which it
is a party.


 


(i)            Without
limiting the generality of this Section 6.1, neither the Indenture Trustee nor
the Administrator shall have any duty (i) to see to any recording, filing or
depositing of this Indenture, the Series Supplement or any agreement referred
to herein or any financing statement evidencing a security interest in the
Financed Vehicles, or to see to the maintenance of any such recording or filing
or depositing or to any recording, refiling or redepositing of any thereof,
(ii) to see to any insurance of the Financed Vehicles or Obligors or to effect
or maintain any such insurance, (iii) to see to the payment or discharge of any
tax, assessment or other governmental charge or any Lien or encumbrance of any
kind owing with respect to, assessed or levied against any part of the Trust,
(iv) to confirm or verify the contents of any reports or certificates delivered
to the Indenture Trustee pursuant to this Indenture, the Series Supplement or
the Master Sale and Servicing Agreement believed by the Indenture Trustee to be
genuine and to have been signed or presented by the proper party or parties, or
(v) to inspect the Financed Vehicles at any time or ascertain or inquire as to
the performance or observance of any of the Issuer’s, the Seller’s or the
Master Servicer’s representations, warranties or covenants or the Master
Servicer’s duties and obligations as Master Servicer and as custodian of the
Receivable Files under the Master Sale and Servicing Agreement.


 


(j)            In
no event shall the Indenture Trustee, in any of its capacities hereunder, be
deemed to have assumed any duties of the Owner Trustee under the Delaware
Statutory Trust Statute, common law, or the Trust Agreement.


 


35

















 


SECTION 6.2         Rights of Indenture Trustee.


 


(a)           The
Indenture Trustee may rely on any document believed by it to be genuine and to
have been signed or presented by the proper person.  The Indenture Trustee need not investigate any fact or matter
stated in the document.


 


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


 


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


 


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


 


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


 


(f)            The
Indenture Trustee shall be under no obligation to institute, conduct or defend
any litigation under this Indenture or the Series Supplement or in relation to
this Indenture or the Series Supplement, at the request, order or direction of
any of the Holders of Notes, pursuant to the provisions of this Indenture or
the Series Supplement, unless such Holders of Notes shall have offered to the
Indenture Trustee reasonable security or indemnity against the costs, expenses
and liabilities that may be incurred therein or thereby; provided, however,
that the Indenture Trustee shall, upon the occurrence of an Event of Default
(that has not been cured), exercise the rights and powers vested in it by this
Indenture and the Series Supplement with reasonable care and skill customary
for the care and skill exercised by Indenture Trustees under similar
circumstances.


 


(g)           The
Indenture Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper
or document; provided, however, that if the payment within a
reasonable time to the Indenture Trustee of the costs, expenses or liabilities
likely to be incurred by it in the


 


36

















 


making of such investigation is, in the opinion of the Indenture
Trustee not reasonably assured to the Indenture Trustee by the security
afforded to it by the terms of this Indenture, the Series Supplement or the
Master Sale and Servicing Agreement, the Indenture Trustee may require
indemnity reasonably satisfactory to it against such cost, expense or liability
as a condition to so proceeding; the reasonable expense of every such
examination shall be paid by the Person making such request.


 


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


 


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


 


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


 


(k)           The
Indenture Trustee shall not be required to take notice or be deemed to have
notice or knowledge of any default, Event of Default or Master Servicer
Termination Event unless a Responsible Officer of the Indenture Trustee shall
have actual notice thereof.


 


SECTION 6.3         Individual Rights of Indenture
Trustee.  The Indenture Trustee
in its individual or any other capacity may become the owner or pledgee of
Notes and may otherwise deal with the Issuer or its Affiliates with the same
rights it would have if it were not Indenture Trustee.  Any Note Paying Agent, Note Registrar,
co-registrar or co-paying agent may do the same with like rights.  However, the Indenture Trustee must comply
with Sections 6.11 and 6.12.


 


SECTION 6.4         Indenture Trustee’s Disclaimer.  The Indenture Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture, the Series Supplement, the Series Trust Estate or the Notes, it
shall not be accountable for the Issuer’s use of the proceeds from the Notes,
and it shall not be responsible for any statement of the Issuer in the
Indenture, in the Series Supplement or in any document issued in connection
with the sale of the Notes or in the Notes.


 


SECTION 6.5         Notice of Defaults.  If an Event of Default occurs and is
continuing and if it is either actually known by, or written notice of the
existence thereof has been delivered to, a Responsible Officer of the Indenture
Trustee, the Indenture Trustee shall mail to each Noteholder notice of the
Default within 90 days after such knowledge or notice occurs.  Except in the case of a Default in payment
of principal of or interest on any Note, the Indenture Trustee may withhold the
notice to Noteholders if and


 


37

















 


so
long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Noteholders.


 


SECTION 6.6         Reports by Master Servicer to
Holders.  Upon the written
request of any Noteholder to the Master Servicer, the Master Servicer shall on
behalf of the Issuer deliver to the Administrator for distribution to any
Noteholder such information as may be reasonably required by such Noteholder to
enable such Noteholder to prepare its Federal and state income tax returns
required by law.  The Administrator shall
have no duty or obligation to verify or confirm the contents of the information
contained therein.


 


SECTION 6.7         Indenture Trustee Compensation
and Indemnification.


 


(a)           As
payable in the Series Supplement, the Issuer shall, or shall cause the Master
Servicer to, pay to the Indenture Trustee from time to time the Indenture
Trustee Fee as compensation for its services. 
The Indenture Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. 
The Issuer shall or shall cause the Master Servicer to reimburse the
Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by
it, including costs of collection, in addition to the compensation for its
services.  Such expenses shall include
the reasonable compensation and expenses, disbursements and advances of the
Indenture Trustee’s agents, outside counsel, accountants and experts.  The Issuer shall or shall cause the Master
Servicer to indemnify the Indenture Trustee, and its respective officers,
directors, employees and agents against any and all loss, liability or expense
(including attorneys’ fees and expenses) incurred by each of them in connection
with the acceptance or the administration of this trust and the performance of
its duties hereunder.  The Indenture
Trustee shall notify the Issuer and the Master Servicer promptly of any claim
for which it may seek indemnity. 
Failure by the Indenture Trustee to so notify the Issuer and the Master
Servicer shall not relieve the Issuer of its obligations hereunder or the
Master Servicer of its obligations under Article XII of the Master Sale and
Servicing Agreement.  The Issuer shall
defend or shall cause the Master Servicer to defend any claim for indemnity that
may arise against the Indenture Trustee, or the Indenture Trustee may have
separate counsel and the Issuer shall or shall cause the Master Servicer to pay
the fees and expenses of such counsel. 
Neither the Issuer nor the Master Servicer need reimburse any expense or
indemnify against any loss, liability or expense incurred by the Indenture
Trustee through such Person’s own willful misconduct, negligence or bad faith.


 


(b)           The
Issuer’s payment obligations to the Indenture Trustee pursuant to this Section
shall survive the resignation or removal of the Indenture Trustee and the
discharge of this Indenture.  When the
Indenture Trustee incurs expenses after the occurrence of an Insolvency Event
with respect to the Issuer, the expenses are intended to constitute expenses of
administration under Title 11 of the United States Code or any other applicable
Federal or state bankruptcy, insolvency or similar law.  Notwithstanding anything else set forth in
this Indenture, the Basic Documents, the Series Supplement or any Related
Documents, the Indenture Trustee agrees that the obligations of the Issuer (but
not the Master Servicer) to the Indenture Trustee hereunder and under the
Series Supplement or any Related Documents, shall be recourse to the Series
Trust Estate only


 


38

















 


and specifically shall not be recourse to the assets of any
Securityholder.  In addition, the
Indenture Trustee agrees that its recourse to the Issuer, the Series Trust
Estate, the Seller and amounts held pursuant to the Series Support shall be
limited to the right to receive the distributions as provided for in the
payment priority provisions of the Series Supplement.


 


SECTION 6.8         Replacement of Indenture Trustee.  The Indenture Trustee may, and in the
circumstances specified in subparagraph (i) shall, resign at any time upon 60
days’ prior written notice by so notifying the Issuer, Holders of a majority of
Outstanding Amount of the Notes and the Master Servicer.  In addition, the Master Servicer may remove
the Indenture Trustee by so notifying the Indenture Trustee upon 60 days’
written notice.  The Issuer may and
shall, at the direction of the Noteholders, remove the Indenture Trustee, if:


 


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


 


(ii)                   a court having jurisdiction in the premises in
respect of the Indenture Trustee in an involuntary case or proceeding under
Federal or state banking or bankruptcy laws, as now or hereafter constituted,
or any other applicable Federal or state bankruptcy, insolvency or other
similar law, shall have entered a decree or order granting relief or appointing
a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator
(or similar official) for the Indenture Trustee or for any substantial part of
the Indenture Trustee’s property, or ordering the winding-up or liquidation of
the Indenture Trustee’s affairs;


 


(iii)                  an involuntary case under the
Federal bankruptcy laws, as now or hereafter in effect, or another present or
future Federal or state bankruptcy, insolvency or similar law is commenced with
respect to the Indenture Trustee and such case is not dismissed within 60 days;


 


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


 


(v)                   the Indenture Trustee otherwise becomes incapable
of acting; or


 


(vi)                  the rating assigned to the long-term unsecured debt
obligations of the Indenture Trustee by the Rating Agencies shall be lowered
below the rating of “BBB”, “Baa2” or equivalent rating or be withdrawn by
either of the Rating Agencies.


 


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If the Indenture Trustee resigns or is removed or if
a vacancy exists in the office of Indenture Trustee for any reason (the
Indenture Trustee in such event being referred to herein as the retiring
Indenture Trustee), the Issuer shall promptly deliver a written notice of such
removal, resignation or vacancy to the Master Servicer, and the Master Servicer
may appoint a successor Indenture Trustee. 
If the Master Servicer fails to appoint such a successor Indenture
Trustee, the Issuer or a resigning Indenture Trustee may petition any court of
competent jurisdiction to appoint a successor Indenture Trustee.  If the Indenture Trustee resigns or is
removed, the Indenture Trustee shall also resign or be removed, as the case may
be, as Note Paying Agent, Note Registrar and Certificate Paying Agent.


 


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


 


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


 


Notwithstanding the replacement of the Indenture
Trustee pursuant to this Section, the Issuer’s and the Master Servicer’s
obligations under Section 6.7 shall continue for the benefit of the retiring
Indenture Trustee.


 


SECTION 6.9         Successor Indenture Trustee by
Merger.  If the Indenture Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee entity without any further
act shall be the successor Indenture Trustee; provided that such
corporation or banking association shall otherwise be eligible under Section
6.11 hereof.  The Indenture Trustee
shall provide the Rating Agencies with written notice of any such transaction
as soon as practical thereafter.


 


SECTION 6.10       Appointment of Co-Indenture
Trustee or Separate Indenture Trustee.


 


(a)           Notwithstanding
any other provisions of this Indenture, at any time, for the purpose of meeting
any legal requirement of any jurisdiction in which any part of the Trust may at
the time be located, the Indenture Trustee shall have the power and may execute
and deliver all instruments to appoint one or more Persons to act as a
co-trustee or co-trustees, or separate trustee or separate trustees, of all or
any part of the Series Trust Estate, and to vest in such Person or Persons, in
such capacity and for the benefit of the Secured Parties, such title to the
Series Trust Estate, or any part hereof, and,


 


40

















 


subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Indenture Trustee may consider necessary
or desirable.  No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 6.11 and no notice to Noteholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 6.8 hereof.  The cost and
expense of such co-trustee or co-trustees, and/or separate trustee or separate
trustees, shall be a cost and expense of the Indenture Trustee pursuant to
Section 3.03(a)(ii) of the Series Supplement.


 


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


 


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


 


(ii)                   no trustee hereunder shall be personally liable by
reason of any act or omission of any other trustee hereunder, including acts or
omissions of predecessor or successor trustees; and


 


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


 


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


 


(d)           Any
separate trustee or co-trustee may at any time constitute the Indenture
Trustee, its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Indenture on its behalf and in its name. 
If any separate trustee or co-trustee shall die, dissolve, become
insolvent, become incapable of acting, resign or be removed, all of its
estates, properties,


 


41

















 


rights, remedies and trusts shall vest in and be exercised by the
Indenture Trustee, to the extent permitted by law, without the appointment of a
new or successor trustee.


 


SECTION 6.11       Eligibility: Disqualification.  The Indenture Trustee shall at all
times:  satisfy TIA § 310(a), have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition, and have a long-term debt rating
of at least “BBB”, “Baa2” or equivalent rating from each of the Rating
Agencies.  The Indenture Trustee shall
comply with TIA § 310(b), including the optional provision permitted by the
second sentence of TIA § 310(b)(9); provided, however, that there
shall be excluded from the operation of TIA § 310(b)(1) any indenture or
indentures under which other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in TIA § 310(b)(1) are met.


 


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


 


SECTION 6.13       Representations and Warranties
of the Indenture Trustee. 
The Indenture Trustee represents and warrants to the Issuer as follows:


 


(a)           Due
Organization.  The Indenture Trustee
is a national banking association, duly organized, validly existing and in good
standing under the laws of the United States and is duly authorized and
licensed under applicable law to conduct its business as presently conducted.


 


(b)           Corporate
Power.  The Indenture Trustee has
all requisite right, power and authority to execute and deliver this Indenture,
the Series Supplement and any other Related Document to which it is a party and
to perform all of its duties as the Indenture Trustee hereunder.


 


(c)           Due
Authorization.  The execution and
delivery by the Indenture Trustee of this Indenture, the Series Supplement and
any other Related Documents to which it is a party, and the performance by the
Indenture Trustee of its duties hereunder and thereunder, have been duly
authorized by all necessary corporate proceedings which are required for the
valid execution and delivery by the Indenture Trustee, or the performance by
the Indenture Trustee, of this Indenture, the Series Supplement and such other
Related Documents.


 


(d)           Valid
and Binding Indenture.  The
Indenture Trustee has duly executed and delivered this Indenture, the Series
Supplement and each other Related Document to which it is a party, and each of
this Indenture, the Series Supplement and each other Related Document
constitutes the legal, valid and binding obligation of the Indenture Trustee
enforceable against the Indenture Trustee in accordance with its terms, except
as (i) such enforceability may be limited by bankruptcy, insolvency,
reorganization and similar laws relating to or affecting the enforcement of
creditors’


 


42

















 


rights generally and (ii) the availability of equitable remedies may be
limited by equitable principles of general applicability.


 


SECTION 6.14       Waiver of Setoffs.  The Indenture Trustee hereby expressly waives any and all rights
of setoff that the Indenture Trustee may otherwise at any time have under
applicable law with respect to any Trust Account and agrees that amounts in the
Trust Accounts shall at all times be held and applied solely in accordance with
the provisions hereof.


 


SECTION 6.15       No Consent to Certain Acts of Seller.  The Seller shall not request that the
Indenture Trustee consent to, nor shall the Indenture Trustee consent to any
action proposed to be taken by the Seller pursuant to Article FIFTEENTH of the
Seller’s Articles of Incorporation.


 


SECTION 6.16       Duties, Liabilities and
Limitations on Liability of Administrator.


 


(a)           The Administrator
shall undertake to perform such duties and only such duties as are specifically
set forth in this Indenture and the other Basic Documents to which it is a
party.  The duties and obligations of
the Administrator with respect to the Notes and the Certificates and the Basic
Documents to which it is a party shall be determined solely by the express
provisions of such Basic Documents, the Administrator shall not be liable
except for the performance of such duties and obligations as are specifically
set forth in the Basic Documents to which it is a party, and no implied
covenants or obligations shall be read into the Basic Documents against the
Administrator.


 


(b)           The Administrator
shall have all of the rights of, benefits of, and limitations on liability
afforded to, the Indenture Trustee under this Article VI to the same extent as
though the Administrator had been named in the various provisions of Article
VI, except (i) to the extent otherwise provided in Sections 6.17, 6.18 and 6.19
(for example, Section 6.17 shall apply instead of Section 6.7), (ii) with
respect to Section 6.4, the Adminstrator shall be responsible for the
Administrator’s certificate of authentication, and (iii) to the extent a
conflict arises between this Section 6.16 and another provision of this Article
VI, this Section 6.16 shall govern. 
Such rights, benefits and limitations will be accorded the
Administrator, in its capacity as such, under all of the Basic Documents.


 


(c)           In acting under this
Indenture and the other Basic Documents to which it is a party and in
connection with the Notes and the Ownership Interest, the Administrator is
acting solely as an agent of the Issuer and does not assume any obligation or
relationship of agency for or with, or any fiduciary obligation towards, any of
the Holders of the Notes.


 


(d)           The Administrator
shall be obligated to make payments pursuant to the terms of the Basic
Documents only if, and only to the extent that, sufficient funds are available
therefor in the Collection Account.  In
no event shall the Administrator, in its


 


43

















 


capacity
as Administrator, Note Paying Agent or Certificate Paying Agent or in its
individual capacity, be liable for any such payments.


 


(e)           In each case that
the Administrator (including in its capacity as Note Paying Agent or
Certificate Paying Agent hereunder) may or is required hereunder or under any
other Basic Document to which it is a party to take any action (an “Action”),
including without limitation to make any determination or judgment (including
without limitation the proper reporting and/or withholding for Federal income
tax purposes required with respect to any payment made under any Basic Document
for which the Administrator has a reporting and/or withholding obligation for
Federal income tax purposes), to exercise rights or powers or otherwise act
hereunder or thereunder, the Administrator may seek direction from the Master
Servicer.  The Administrator shall not
be liable with respect to any Action taken or omitted to be taken by it in good
faith in accordance with the direction from the Master Servicer.  If the Administrator shall request direction
from the Master Servicer with respect to any Action, the Administrator shall be
entitled to refrain from such Action unless and until such Administrator shall
have received direction from the Master Servicer, and the Administrator shall
not incur liability to any Person by reason of so refraining.


 


(f)            The Administrator
may rely, and shall be fully protected in relying, on any direction or
instruction received from the Master Servicer, the Indenture Trustee or any
other party hereto or to the other Basic Documents.


 


(g)           The Administrator
shall not be responsible for filing any financing or continuation statement or
otherwise taking any action in connection with any security interest or lien
granted pursuant to the Basic Documents.


 


SECTION 6.17       Administrator Compensation and
Indemnification.


 


(a)           The Administrator
shall be entitled to such compensation as shall be mutually agreed upon between
it and the Master Servicer for its services hereunder and under the other Basic
Documents to which it is a party, including its roles as Note Paying Agent and
Certificate Paying Agent and Certificate Registrar under the Trust
Agreement.  The Administrator agrees and
acknowledges that it shall look solely to the Master Servicer for payment of
such compensation and it shall not be entitled to payment of such compensation
from the Issuer, the Indenture Trustee or out of the Series Trust Estate.  The Issuer shall or shall cause the Master
Servicer to reimburse the Administrator for all reasonable out-of-pocket
expenses incurred or made by it, including costs of collection, in addition to
the compensation for its services.  Such
expenses shall include the reasonable compensation and expenses, disbursements
and advances of the Administrator’s agents, outside counsel, accountants and experts.  


 


(b)           The Administrator
and any director, officer, employee or agent of the Administrator shall be
indemnified by the Master Servicer and held harmless by the Master Servicer
against any loss, liability or expense (including reasonable attorney’s fees
and expenses) arising out of, relating to or in connection with (i) this
Indenture, the Notes and the other Basic Documents or in connection with their
respective duties hereunder or


 


44

















 


any
legal action relating thereto, other than any loss, liability or expense
incurred by reason of willful misconduct, negligence or bad faith in the
performance of the Administrator’s duties hereunder or thereunder and (ii) any
audit, controversy or judicial proceeding relating to a governmental taxing
authority.


 


(c)           Notwithstanding
anything contained in this Indenture or any of the other Basic Documents to the
contrary, the indemnification provided for in this Section 6.17 shall survive
the payment of the Notes, the resignation or removal of the Administrator
and/or the satisfaction and discharge of this Indenture.


 


SECTION 6.18       Replacement of Administrator.


 


No resignation or removal of the Administrator and
no appointment of a successor Administrator shall become effective until the
acceptance of appointment by the successor Administrator pursuant to this
Section.  The Administrator may resign
at any time by so notifying the Issuer. 
The Issuer shall remove the Administrator if: 


 


(a)           the Administrator
fails to comply with Section 6.11 above;


 


(b)           the Administrator is
adjudged a bankrupt or insolvent;


 


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


 


(d)           the Administrator
otherwise becomes incapable of acting.


 


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


 


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


 


If a successor Administrator does not take office
within 30 days after the retiring Administrator resigns or is removed, the
Indenture Trustee shall perform the obligations of the Administrator hereunder
until a successor Administrator shall be appointed, and for so long as the
Indenture Trustee serves as Administrator hereunder, the Indenture Trustee
shall be entitled to such compensation in addition to its compensation pursuant
to Section 6.7 hereunder as the Master Servicer and the Indenture Trustee shall
agree.


 


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Notwithstanding the replacement of the Administrator
pursuant to this Section 6.18, the Master Servicer’s obligations under Section
6.17 above shall continue for the benefit of the retiring Administrator.


 


SECTION 6.19       Successor Administrator by Merger.


 


If the Administrator consolidates with, merges or
converts into, or transfers all or substantially all its corporate trust
business or assets to, another Person or banking association, the resulting,
surviving or transferee corporation without any further act shall be the
successor Administrator; provided, that such corporation or banking association
shall be otherwise qualified and eligible under Section 6.11 above. 


 


In case, at the time such successor or successors by
merger, conversion or consolidation to the Administrator shall succeed to the
rights, duties and responsibilities created by this Indenture, any of the Notes
shall have been authenticated but not delivered, any such successor to the
Administrator may adopt the certificate of authentication, if any, of any
predecessor 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 Administrator may authenticate such Notes either in the name of any
predecessor hereunder or in the name of the successor to the Administrator; and
in all such cases such certificates shall have the full force which it is
anywhere in the Notes or in this Indenture provided that the certificate of the
Administrator shall have.


 


ARTICLE
VII.



Noteholders’ Lists and Reports


 


SECTION 7.1         Issuer To Furnish To Indenture
Trustee and Administrator Names and Addresses of Noteholders.  The Issuer will furnish or cause to be
furnished to the Indenture Trustee and the Administrator with respect to each
Series of Notes (a) not more than five days after the earlier of (i) each Record
Date with respect to such Series and (ii) three months after the last Record
Date, a list, in such form as the Indenture Trustee and the Administrator may
reasonably require, of the names and addresses of the Holders with respect to
such Series as of such Record Date, (b) at such other times as the Indenture
Trustee and/or the 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 10 days prior to the time such list is furnished; provided,
however, that so long as the Administrator is the Note Registrar, no
such list shall be required to be furnished to the Administrator.


 


46

















 


SECTION 7.2         Preservation of Information;
Communications to Noteholders. 
The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders contained in the
most recent list furnished to the Indenture Trustee as provided in Section
7.1.  The Indenture Trustee may destroy
any list furnished to it as provided in such Section 7.1 upon receipt of a new
list so furnished.


 


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


 


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


 


SECTION 7.3         Reports by Issuer.


 


(a)           If
this Indenture is qualified under the TIA, the Issuer shall:


 


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


 


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


 


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


 


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


 


(c)           The
Indenture Trustee shall not have any duty or obligation with respect to any
reports or other information delivered to it pursuant to this Section 7.3.


 


SECTION 7.4         Reports by Indenture Trustee.  If required by TIA § 313(a), within 60 days
after each March 31 beginning with March 31, 2005 the Indenture Trustee shall
mail to each Noteholder as required by TIA § 313(c) a brief report dated as of
such date that complies with TIA § 313(a). 
The Indenture Trustee also shall comply with TIA § 313(b).


 


47

















 


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


 


ARTICLE
VIII.



Accounts, Disbursements and Releases


 


SECTION 8.1         Collection of Money.  Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other property payable to or
receivable by the Indenture Trustee pursuant to this Indenture and the Master
Sale and Servicing Agreement.  The
Indenture Trustee or the Note Paying Agent on its behalf shall apply all such
money received by it as provided in this Indenture and the Series
Supplement.  Except as otherwise
expressly provided in this Indenture or in the Master Sale and Servicing
Agreement, if any default occurs in the making of any payment or performance
under any agreement or instrument that is part of the Series Trust Estate, the
Indenture Trustee may and shall take such action as may be appropriate to
enforce such payment or performance, including the institution and prosecution
of appropriate proceedings.  Any such
action shall be without prejudice to any right to claim a Default or Event of
Default under this Indenture and any right to proceed thereafter as provided in
Article V.


 


SECTION 8.2         Release of Series Trust Estate.


 


(a)           Subject
to the payment of its fees and expenses pursuant to Section 6.7, and to the
extent not covered by Section 8.2(b), the Indenture Trustee may, and when
required by the Issuer and the provisions of this Indenture shall, execute
instruments to release property from the lien of this Indenture, in a manner
and under circumstances that are not inconsistent with the provisions of this
Indenture.  No party relying upon an
instrument executed by the Indenture Trustee as provided in this Article VIII
shall be bound to ascertain the Indenture Trustee’s authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
monies.


 


(b)           The
Indenture Trustee shall, at such time as there are no Notes Outstanding and all
sums due the Indenture Trustee pursuant to Section 6.7 have been paid, release
any remaining portion of the Series Trust Estate that secured the Notes from
the lien of this Indenture and release to the Issuer or any other Person
entitled thereto any funds then on deposit in the Trust Accounts.  The Indenture Trustee shall release property
from the lien of this Indenture pursuant to this Section 8.2(b) only upon
receipt of an Issuer Request accompanied by an Officer’s Certificate, an
Opinion of Counsel and (if required by the TIA) Independent Certificates in
accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements
of Section 11.1.


 


SECTION 8.3         Opinion of Counsel.  The Indenture Trustee shall receive at least
seven days’ notice when requested by the Issuer to take any action


 


48

















 


pursuant
to Section 8.2(a), accompanied by copies of any instruments involved, and the
Indenture Trustee shall also require as a condition to such action, an Opinion
of Counsel, stating the legal effect of any such action, outlining the steps
required to complete the same, and concluding that all conditions precedent to
the taking of such action have been complied with and such action will not
materially and adversely impair the security for the Notes or the rights of the
Secured Parties in contravention of the provisions of this Indenture; provided,
however, that such Opinion of Counsel shall not be required to express
an opinion as to the fair value of the Series Trust Estate.  Counsel rendering any such opinion may rely,
without independent investigation, on the accuracy and validity of any
certificate or other instrument delivered to the Indenture Trustee in
connection with any such action.


 


ARTICLE
IX.



Amendments; the Series Supplement


 


SECTION 9.1         Amendments Without Consent of
Noteholders.


 


(a)           Except
as otherwise provided in the Series Supplement, without the consent of the
Holders of any Notes and with prior written notice to the Rating Agencies, as
evidenced to the Indenture Trustee, the Administrator and the Issuer, when
authorized by an Issuer Order, at any time and from time to time, the parties
hereto may enter into one or more amendments hereto, in form satisfactory to
the Indenture Trustee, for any of the following purposes:


 


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


 


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


 


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


 


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


 


(v)                   to cure any ambiguity, to correct or supplement any
provision herein or in the Series Supplement which may be inconsistent with any
other provision herein or in the Series Supplement or to make any other
provisions with respect to matters or questions arising under this Indenture or
in the Series Supplement; provided that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect the interests of the
Holders of the Notes;


 


49

















 


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


 


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


 


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


 


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


 


SECTION 9.2         Amendments With Consent of
Noteholders.  Except as
otherwise provided in the Series Supplement, the Issuer, the Administrator and
the Indenture Trustee, when authorized by an Issuer Order provided by the
Master Servicer, also may, with prior written notice to the Rating Agencies and
with the consent of the Holders of not less than a majority of the Outstanding
Amount of each Class of Notes affected thereby, by Act of such Holders
delivered to the Issuer, the Administrator and the Indenture Trustee, enter
into an amendment hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided, however, that no such amendment shall,
without the consent of the Holder of each Outstanding Note affected thereby:


 


(i)                                     change the date of payment of any installment
of principal of or interest on any Note, or reduce the principal amount
thereof, the interest rate thereon, change the provision of this Indenture
relating to the application of collections on, or the proceeds of the sale of,
the Series Trust Estate to payment of principal of or interest on the Notes, or
change any place of payment where, or the coin or currency in which, any Note
or the interest thereon is payable;


 


(ii)                                  impair the right to institute suit for the
enforcement of the provisions of this Indenture requiring the application of
funds available therefor, as


 


50

















 


provided in Article V, to the payment of any such
amount due on the Notes on or after the respective due dates thereof;


 


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


 


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


 


(v)                                 reduce the percentage of the Outstanding
Amount of the Notes required to direct the Indenture Trustee to direct the
Issuer to sell or liquidate the Series Trust Estate pursuant to Section 4.03 of
the Series Supplement;


 


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


 


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


 


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


 


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


 


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


 


Prior to the execution of any amendment to this
Indenture, the Indenture Trustee and the Administrator shall be entitled to
receive and rely upon an Opinion of


 


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Counsel
stating that the execution of such amendment is authorized or permitted by this
Indenture.  The Indenture Trustee and
the Administrator may, but shall not be obligated to, enter into any such
amendment which affects the Indenture Trustee’s or the Administrator’s, as the
case may be, own rights, duties or immunities, as the case may be, under this
Indenture.


 


SECTION 9.3         Series Supplement Authorizing the
Notes.


 


(a)           The
Notes issued hereunder shall be issued pursuant to the Series Supplement, which
shall set forth the terms and provisions of the Notes.


 


(b)           Amendments
to the Series Supplement shall be governed by the provisions of  the Series Supplement.


 


SECTION 9.4         Execution of the Series Supplement.  The Indenture Trustee and the Administrator
shall be entitled to receive, and subject to Sections 6.1 and 6.2, shall be
fully protected in relying upon, an Opinion of Counsel (and, if requested, an
Officer’s Certificate) stating that the execution of the Series Supplement is
authorized or permitted by this Indenture.


 


SECTION 9.5         Effect of Series Supplement.  Upon the execution of the Series Supplement
or any amendment pursuant to the provisions of the Series Supplement or hereof,
this Indenture shall be and be deemed to be modified and amended in accordance
therewith with respect to the Notes affected thereby, and the respective
rights, limitations of rights, obligations, duties, liabilities and immunities
under this Indenture of the Indenture Trustee, the Issuer and the Holders of
the Notes shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms
and conditions of the Series Supplement or any amendment shall be and be deemed
to be part of the terms and conditions of this Indenture for any and all
purposes.


 


SECTION 9.6         Conformity With Trust Indenture Act.  Every amendment of this Indenture and the
Series Supplement executed pursuant to this Article IX shall conform to the
requirements of the Trust Indenture Act as then in effect so long as this
Indenture shall then be qualified under the Trust Indenture Act.


 


SECTION 9.7         Reference in Notes to the Series
Supplement.  Notes
authenticated and delivered after the execution of the Series Supplement
pursuant to this Article IX may, and if required by the Issuer shall, bear a
notation as to any matter provided for in the Series Supplement.  If the Issuer shall so determine, new Notes
so modified as to conform, in the opinion of the Issuer, to the Series
Supplement may be prepared and executed by the Issuer and authenticated and
delivered by the Administrator in exchange for Outstanding Notes.


 


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ARTICLE
X.
 

[Reserved]


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)                   (i) 
(i)  Prior to the deposit of any
property or securities with the Indenture Trustee that is to be made the basis
for the release of any property or securities subject to the lien of this
Indenture and the Series Supplement, the Issuer shall, in addition to any
obligation imposed in Section 11.1(a) or elsewhere in this Indenture or the
Series Supplement, furnish to the Indenture Trustee an Officer’s Certificate
certifying or stating the opinion of each person signing such


 


53

















 


certificate as to the fair value (within 90 days of
such deposit) to the Issuer of the property or securities to be so deposited.


 


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


 


(iii)                  Other than with respect to the
release of any Repurchased Receivables or Liquidated Receivables (as such terms
are defined in the Master Sale and Servicing Agreement), whenever any property
or securities are to be released from the lien of this Indenture and the Series
Supplement, the Issuer shall also furnish to the Indenture Trustee an Officer’s
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days of such release) of the
property or securities proposed to be released and stating that in the opinion
of such person the proposed release will not impair the security under this
Indenture and the Series Supplement in contravention of the provisions hereof.


 


(iv)                  Whenever the Issuer is required to furnish to the
Indenture Trustee an Officer’s Certificate certifying or stating the opinion of
any signer thereof as to the matters described in clause (i) above, the Issuer
shall also furnish to the Indenture Trustee an Independent Certificate as to
the same matters if the fair value of the property or securities and of all
other property other than Repurchased Receivables and Defaulted Receivables (as
such terms are defined in the Master Sale and Servicing Agreement), or
securities released from the lien of this Indenture since the commencement of
then current calendar year, as set forth in the certificates required by clause
(ii) above and this clause (iv), equals 10% or more of the Outstanding Amount
of the Notes; provided, that such certificate need not be furnished in
the case of any release of property or securities if the fair value thereof as
set forth in the related Officer’s Certificate is less than $25,000 or less
than 1 percent of then Outstanding Amount of the Notes.


 


(v)                   Notwithstanding any other provision of this
Section, the Issuer may (A) collect, liquidate, sell or otherwise dispose of
Receivables as and to the extent permitted or required by the Basic Documents
and (B) make cash payments out of the Trust Accounts as and to the extent
permitted or required by the Basic Documents.


 


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


 


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


 


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


 


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


 


SECTION 11.3       Acts of Noteholders.


 


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


 


55

















 


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 Administrator and the Issuer, if made in the manner
provided in this Section.


 


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


 


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


 


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


 


SECTION 11.4       Notices, etc., to Indenture Trustee,
Issuer and Rating Agencies. 
Any request, demand, authorization, direction, notice, consent, waiver
or Act of Noteholders or other documents provided or permitted by this
Indenture or the Series Supplement to be made upon, given or furnished to or
filed with:


 


(a)           The
Indenture Trustee by any Noteholder, the Issuer or the Administrator shall be
sufficient for every purpose hereunder if personally delivered, delivered by
overnight courier or mailed first-class and shall be deemed to have been duly
given upon receipt to the Indenture Trustee at its Corporate Trust Office,


 


(b)           the
Administrator by any Noteholder, the Issuer or the Indenture Trustee shall be
sufficient for every purpose hereunder if personally delivered, delivered by
overnight courier or mailed first-class and shall be deemed to have been duly
given upon receipt to the Administrator at its Corporate Trust Office,


 


(c)           The
Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for
every purpose hereunder if personally delivered, delivered by facsimile or
overnight courier or mailed first class, and shall be deemed to have been duly
given upon receipt to the Issuer addressed to: 
Household Automotive Trust 2004-1, in care of the Owner Trustee at its
Corporate Trust Office, or at any other address previously furnished in writing
to the Indenture Trustee by the Issuer. 
Each of the Issuer and the Administrator shall promptly transmit any
notice received by it from the Noteholders to the Indenture Trustee.


 


Notices required to be given to the Rating Agencies
by the Issuer, the Indenture Trustee, the Administrator or the Owner Trustee
shall be in writing, personally delivered, delivered by overnight courier or
first class or via facsimile to (i) in the case of Moody’s, at the following
address: Moody’s Investors Service, Inc., 99 Church Street, New York, New York
10004, Fax No:  (212) 553-0355, (ii) in
the case of S&P, at the following address: Standard & Poor’s Ratings
Group, 55 Water Street, New York, New York 10041, Attention: Asset Backed
Surveillance Department, Fax No:  (212)
438-2649 and (iii) in the case of Fitch, Inc., at the following address: One
State Street Plaza, New


 


56

















 


York,
New York 10004, Fax No. (212) 480-4438; or as to each of the foregoing, at such
other address as shall be designated by written notice to the other parties.


 


SECTION 11.5       Notices to Noteholders; Waiver.  Where this Indenture or the Series
Supplement provides for notice to Noteholders of any event, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class, postage prepaid to each Noteholder affected by
such event, at his address as it appears on the Note Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice.  In any case
where notice to Noteholders is given by mail, neither the failure to mail such
notice nor any defect in any notice so mailed to any particular Noteholder
shall affect the sufficiency of such notice with respect to other Noteholders,
and any notice that is mailed in the manner herein provided shall conclusively
be presumed to have been duly given.


 


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


 


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


 


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


 


SECTION 11.6       Alternate Payment and Notice
Provisions.  Notwithstanding any
provision of this Indenture, the Series Supplement  or any of the Notes to the contrary, the Issuer may enter into
any agreement with any Holder of a Note providing for a method of payment, or
notice by the Indenture Trustee or any Note Paying Agent to such Holder, that
is different from the methods provided for in this Indenture or the Series
Supplement for such payments or notices, provided that such methods are
reasonable and consented to by the Indenture Trustee and the Note Paying Agent (which
consent, in each case, shall not be unreasonably withheld).  The Issuer will furnish to the Indenture
Trustee and the Note Paying Agent a copy of each such agreement and the
Indenture Trustee and the Note Paying Agent, as the case may be, will cause payments
to be made and notices to be given in accordance with such agreements.  Any additional costs and expenses incurred
by the Indenture Trustee or the Note Paying Agent, as the case may be, pursuant
to this Section shall be a cost and expense of the Indenture Trustee or the
Administrator, respectively, pursuant to Section 3.03(a)(ii) of the Series
Supplement.


 


57

















 


SECTION 11.7       Conflict with TIA.  If this Indenture is qualified under the TIA and if any provision
hereof limits, qualifies or conflicts with a provision of the TIA that is
required or deemed under the TIA to be a part of and govern this Indenture,
such required or deemed provision shall control.  If any provision of this Indenture modifies or excludes any
provision of the TIA that may be so modified or excluded, the latter provisions
shall be deemed to apply to this Indenture as so modified or to be excluded, as
the case may be.


 


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


 


SECTION 11.8       Effect of Headings and Table of
Contents.  The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.


 


SECTION 11.9       Successors and Assigns.  All covenants and agreements in this
Indenture and the Notes by the Issuer shall bind its successors and assigns,
whether so expressed or not.  All
agreements of the Indenture Trustee in this Indenture, the Series Supplement
shall bind its successors.  All
agreements of the Master Servicer in this Indenture or the Series Supplement
shall bind its successors and assigns. 
All agreements of the Administrator in this Indenture or the Series
Supplement shall bind its successors and assigns.


 


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


 


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


 


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


 


SECTION 11.13     GOVERNING LAW.  THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAWS PROVISIONS


 


58

















 


WHICH WOULD REQUIRE THE APPLICATION OF THE LAWS OF
ANY OTHER JURISDICTION, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


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


 


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


 


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


 


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


 


59

















 


the Notes, this Indenture or any of the Basic
Documents or any of the Related Documents. 



 


SECTION 11.18     Limited
Recourse.


 


(a)           Notwithstanding
anything in the Related Documents to the contrary, the Notes constitute limited
recourse obligations of the Issuer and are limited in recourse to the Series
Trust Estate.  The Indenture Trustee, by
entering into this Indenture and the Series Supplement, and each Noteholder
agree that recourse for the Notes is limited to the Series Trust Estate and, if
the Series Trust Estate shall prove to be insufficient to pay amounts due under
the Notes, the Noteholders shall have no claim against the assets of the Issuer
or the Seller other than the Series Trust Estate.


 


(b)           If,
notwithstanding paragraph (a) above, the Noteholders are deemed to have any
interest in any asset of the Seller other than the Seller’s interest in the
Series Trust Estate, including any interest in assets of the Seller pledged to
secure debt obligations of the Seller other than the Notes, the Indenture
Trustee, by entering into this Indenture and the Series Supplement, and each
Noteholder agree that any such interest is subordinate to the claims of the
holders of any such debt obligations, and the Noteholders shall have no rights
in such assets until such other debt obligations are indefeasibly paid in
full.  The agreement of the Indenture
Trustee and the Noteholders pursuant to this Section 11.18(b) is intended to
constitute a subordination agreement for the purposes of Section 510(a) of the
Bankruptcy Code.


 


SECTION 11.19     Inspection.  The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer’s normal business hours, to examine all the books of account, records,
reports, and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by independent certified public accountants,
and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s
officers, employees, and independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested.  The Indenture Trustee shall and shall cause
its representatives to hold in confidence all such information except to the
extent disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing) and except to the extent that the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its Obligations hereunder.


 


SECTION 11.20     Limitation
of Liability.  It is expressly
understood and agreed by the parties hereto that (a) this Indenture is executed
and delivered by the Owner Trustee, not individually or personally but solely
as Owner Trustee of the Issuer under the Trust Agreement, in the exercise of
the powers and authority conferred and vested in it, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
agreements by the Owner Trustee but is made and intended for the purpose of
binding only the Issuer, (c) nothing herein contained shall be construed as
creating any liability on the Owner Trustee individually or personally, to
perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived


 


60

















 


by the parties to this Indenture and by any person
claiming by, through or under them and (d) under no circumstances shall the
Owner Trustee be personally liable for the payment of any indebtedness or
expenses of the Issuer or be liable for the breach or failure of any
obligation, representation, warranty or covenant made or undertaking by the
Issuer under this Indenture or any related documents.


 


[Signature Page Follows]


 


61

















 


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


 


	
   

  	
  HOUSEHOLD AUTOMOTIVE TRUST
  2004-1

  
	
   

  	
   

  
	
   

  	
  By:

  	
  WILMINGTON TRUST COMPANY,

  
	
   

  	
   

  	
  not in its individual
  capacity but solely as Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Rachel L. Simpson

  	
   

  
	
   

  	
   

  	
  Name: Rachel L. Simpson

  
	
   

  	
   

  	
  Title: Financial Services
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION,

  
	
   

  	
  not in its individual
  capacity but solely as

  
	
   

  	
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Patricia M. Child

  	
   

  
	
   

  	
   

  	
  Name:  Patricia M. Child

  
	
   

  	
   

  	
  Title:  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC BANK USA, NATIONAL
  ASSOCIATION,

  
	
   

  	
  as Administrator

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Richard Wu

  	
   

  
	
   

  	
   

  	
  Name:  Richard Wu

  
	
   

  	
   

  	
  Title:  Vice President

  
					



 

















 


Exhibit
A


 


FORM OF TRANSFEREE
CERTIFICATE


 


 


Pursuant to Section 2.4 of the Indenture dated as of
July 28, 2004 between Household Automotive Trust 2004-1, U.S. Bank National
Association, a national banking association, and HSBC Bank USA, National
Association, a national banking
association,                            (the
“Transferee”) hereby certifies on the date hereof that either (check
appropriate certification):


          
(i) the Transferee is not (A) an employee benefit plan (within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”)) that is subject to Title I of ERISA or (B) a plan (within the
meaning of Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended
(the “Code”)) that is subject to Section 4975 of the Code (each of the
foregoing, a “Plan”), and is not acting on behalf of or investing the assets of
a Plan; or


          
(ii) that the Transferee’s acquisition and continued holding of the Definitive
Note will be covered by a prohibited transaction class exemption issued by the
U.S. Department of Labor.


 


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  [Name of Transferee]