EX-4.1






Exhibit 4.1


EXECUTION COPY




HONDA AUTO RECEIVABLES 2008-2 OWNER TRUST,

as Issuer,




and




U.S. BANK NATIONAL ASSOCIATION,

as Indenture Trustee




 






INDENTURE




Dated as of December 1, 2008




 







 









 








CROSS REFERENCE TABLE*




	 	 	 	 	 
	TIA Section	 	Indenture Section
	310
	 	(a)(1)	 	6.11
	 
	 	(a)(2)	 	6.11
	 
	 	(a)(3)	 	6.10; 6.11
	 
	 	(a)(4)	 	N.A.**
	 
	 	(a)(5)	 	6.11
	 
	 	(b)	 	6.08; 6.11
	 
	 	(c)	 	N.A.
	311
	 	(a)	 	6.12
	 
	 	(b)	 	6.12
	 
	 	(c)	 	N.A.
	312
	 	(a)	 	7.01
	 
	 	(b)	 	7.02
	 
	 	(c)	 	7.02
	313
	 	(a)	 	7.04
	 
	 	(b)(1)	 	7.04
	 
	 	(b)(2)	 	7.04
	 
	 	(c)	 	7.04; 11.05
	 
	 	(d)	 	7.04
	314
	 	(a)	 	7.03
	 
	 	(b)	 	11.15
	 
	 	(c)(1)	 	11.01
	 
	 	(c)(2)	 	11.01
	 
	 	(c)(3)	 	11.01
	 
	 	(d)	 	11.01
	 
	 	(e)	 	11.01
	 
	 	(f)	 	11.01
	315
	 	(a)	 	6.01
	 
	 	(b)	 	6.05; 11.01
	 
	 	(c)	 	6.01
	 
	 	(d)	 	6.01
	 
	 	(e)	 	5.13
	316
	 	(a)	 	1.01
	 
	 	(a)(1)(A)	 	5.11
	 
	 	(a)(1)(B)	 	5.12
	 
	 	(a)(2)	 	N.A.
	 
	 	(b)	 	5.07
	 
	 	(c)	 	N.A.








 




			
	*	 	This Cross Reference Table shall not, for any purpose,
be deemed to be part of this Indenture.
	 
	**	 	N.A. means Not Applicable.




i 









 










	 	 	 	 	 
	TIA Section	 	Indenture Section
	317
	 	(a)(1)	 	5.03
	 
	 	(a)(2)	 	5.03
	 
	 	(b)	 	3.03
	318
	 	(a)	 	11.07







ii 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	3	 
	 
	 	 	 	 
	Section 1.01. Definitions
	 	 	3	 
	Section 1.02. Incorporation by Reference of Trust Indenture Act
	 	 	10	 
	Section 1.03. Rules of Construction
	 	 	11	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	THE NOTES
	 	 	11	 
	 
	 	 	 	 
	Section 2.01. Form
	 	 	11	 
	Section 2.02. Execution, Authentication and Delivery
	 	 	11	 
	Section 2.03. Temporary Notes
	 	 	12	 
	Section 2.04. Note Register, Registration of Transfer and Exchange
	 	 	12	 
	Section 2.05. Mutilated, Destroyed, Lost or Stolen Notes
	 	 	14	 
	Section 2.06. Persons Deemed Owner
	 	 	14	 
	Section 2.07. Payment of Principal and Interest, Defaulted Interest
	 	 	15	 
	Section 2.08. Cancellation
	 	 	15	 
	Section 2.09. Book-Entry Notes
	 	 	16	 
	Section 2.10. Notices to Clearing Agency
	 	 	16	 
	Section 2.11. Definitive Notes
	 	 	17	 
	Section 2.12. Release of Collateral
	 	 	17	 
	Section 2.13. Tax Treatment
	 	 	17	 
	Section 2.14. Employee Benefit Plans
	 	 	17	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	COVENANTS
	 	 	18	 
	 
	 	 	 	 
	Section 3.01. Payment of Principal and Interest
	 	 	18	 
	Section 3.02. Maintenance of Office or Agency
	 	 	18	 
	Section 3.03. Money for Payments to be Held in Trust
	 	 	18	 
	Section 3.04. Existence
	 	 	20	 
	Section 3.05. Protection of Owner Trust Estate
	 	 	20	 
	Section 3.06. Opinions as to Owner Trust Estate
	 	 	21	 
	Section 3.07. Performance of Obligations; Servicing of Receivables
	 	 	21	 
	Section 3.08. Negative Covenants
	 	 	23	 
	Section 3.09. Annual Statement as to Compliance
	 	 	23	 
	Section 3.10. Issuer May Consolidate, etc., Only on Certain Terms
	 	 	24	 
	Section 3.11. Successor or Transferee
	 	 	25	 
	Section 3.12. No Other Business
	 	 	25	 






iii 









 






	 	 	 	 	 
	 	 	Page	 
	Section 3.13. No Borrowing
	 	 	25	 
	Section 3.14. Servicer’s Obligations
	 	 	26	 
	Section 3.15. Guarantees, Loans, Advances and Other Liabilities
	 	 	26	 
	Section 3.16. Capital Expenditures
	 	 	26	 
	Section 3.17. Removal of Administrator
	 	 	26	 
	Section 3.18. Restricted Payments
	 	 	26	 
	Section 3.19. Notice of Events of Default
	 	 	26	 
	Section 3.20. Further Instruments and Acts
	 	 	26	 
	Section 3.21. Compliance with Laws
	 	 	26	 
	Section 3.22. Amendments of Sale and Servicing Agreement and Trust Agreement
	 	 	27	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	SATISFACTION AND DISCHARGE
	 	 	27	 
	 
	 	 	 	 
	Section 4.01. Satisfaction and Discharge of Indenture
	 	 	27	 
	Section 4.02. Application of Trust Money
	 	 	28	 
	Section 4.03. Repayment of Monies Held by Paying Agent
	 	 	28	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	REMEDIES
	 	 	29	 
	 
	 	 	 	 
	Section 5.01. Events of Default
	 	 	29	 
	Section 5.02. Acceleration of Maturity, Rescission and Annulment
	 	 	30	 
	Section 5.03. Collection of Indebtedness and Suits for Enforcement by Indenture Trustee

	 	 	30	 
	Section 5.04. Remedies, Priorities
	 	 	32	 
	Section 5.05. Optional Preservation of the Receivables
	 	 	34	 
	Section 5.06. Limitation of Suits
	 	 	34	 
	Section 5.07. Unconditional Rights of Noteholders to Receive Principal and Interest
	 	 	35	 
	Section 5.08. Restoration of Rights and Remedies
	 	 	35	 
	Section 5.09. Rights and Remedies Cumulative
	 	 	35	 
	Section 5.10. Delay or Omission Not a Waiver
	 	 	36	 
	Section 5.11. Control by Noteholders
	 	 	36	 
	Section 5.12. Waiver of Past Defaults
	 	 	36	 
	Section 5.13. Undertaking for Costs
	 	 	36	 
	Section 5.14. Waiver of Stay or Extension Laws
	 	 	37	 
	Section 5.15. Action on Notes
	 	 	37	 
	Section 5.16. Performance and Enforcement of Certain Obligations
	 	 	37	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 
	THE INDENTURE TRUSTEE
	 	 	38	 
	 
	 	 	 	 
	Section 6.01. Duties of Indenture Trustee
	 	 	38	 
	Section 6.02. Rights of Indenture Trustee
	 	 	39	 
	Section 6.03. Individual Rights of Indenture Trustee
	 	 	41	 






iv 









 






	 	 	 	 	 
	 	 	Page	 
	Section 6.04. Indenture Trustee’s Disclaimer
	 	 	41	 
	Section 6.05. Notice of Defaults
	 	 	41	 
	Section 6.06. Reports by Indenture Trustee to Holders
	 	 	41	 
	Section 6.07. Compensation and Indemnity
	 	 	41	 
	Section 6.08. Replacement of Indenture Trustee
	 	 	42	 
	Section 6.09. Successor Indenture Trustee by Merger
	 	 	43	 
	Section 6.10. Appointment of Co-Trustee or Separate Trustee
	 	 	44	 
	Section 6.11. Eligibility, Disqualification
	 	 	45	 
	Section 6.12. Preferential Collection of Claims Against Issuer
	 	 	45	 
	Section 6.13. Representations and Warranties of Indenture Trustee
	 	 	45	 
	Section 6.14. Interest Rate Swap Provisions
	 	 	46	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 
	NOTEHOLDERS’ LISTS AND REPORTS
	 	 	47	 
	 
	 	 	 	 
	Section 7.01. Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders
	 	 	47	 
	Section 7.02. Preservation of Information; Communications, Reports and Certain Documents to Noteholders
	 	 	48	 
	Section 7.03. Reports by Issuer
	 	 	48	 
	Section 7.04. Reports by Indenture Trustee
	 	 	48	 
	 
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 
	ACCOUNTS, DISBURSEMENTS AND RELEASES
	 	 	49	 
	 
	 	 	 	 
	Section 8.01. Collection of Money
	 	 	49	 
	Section 8.02. Accounts
	 	 	49	 
	Section 8.03. General Provisions Regarding Accounts
	 	 	50	 
	Section 8.04. Release of Owner Trust Estate
	 	 	51	 
	Section 8.05. Opinion of Counsel
	 	 	51	 
	 
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	 
	 	 	 	 
	SUPPLEMENTAL INDENTURES
	 	 	52	 
	 
	 	 	 	 
	Section 9.01. Supplemental Indentures Without Consent of Noteholders
	 	 	52	 
	Section 9.02. Supplemental Indentures With Consent of Noteholders
	 	 	53	 
	Section 9.03. Execution of Supplemental Indentures
	 	 	54	 
	Section 9.04. Effect of Supplemental Indenture
	 	 	55	 
	Section 9.05. Conformity with Trust Indenture Act
	 	 	55	 
	Section 9.06. Reference in Notes to Supplemental Indentures
	 	 	55	 
	 
	 	 	 	 
	ARTICLE X
	 	 	 	 
	 
	 	 	 	 
	REDEMPTION OF NOTES
	 	 	55	 
	 
	 	 	 	 
	Section 10.01. Redemption
	 	 	55	 






v 









 






	 	 	 	 	 
	 	 	Page	 
	Section 10.02. Form of Redemption Notice
	 	 	55	 
	Section 10.03. Notes Payable on Redemption Date
	 	 	56	 
	 
	 	 	 	 
	ARTICLE XI
	 	 	 	 
	 
	 	 	 	 
	MISCELLANEOUS
	 	 	56	 
	 
	 	 	 	 
	Section 11.01. Compliance Certificates and Opinions, etc
	 	 	56	 
	Section 11.02. Form of Documents Delivered to Indenture Trustee
	 	 	58	 
	Section 11.03. Acts of Noteholders
	 	 	58	 
	Section 11.04. Notices, etc., to Indenture Trustee, Issuer and Rating Agencies
	 	 	59	 
	Section 11.05. Notices to Noteholders; Waiver
	 	 	60	 
	Section 11.06. Alternate Payment and Notice Provisions
	 	 	60	 
	Section 11.07. Conflict with Trust Indenture Act
	 	 	60	 
	Section 11.08. Effect of Headings and Table of Contents
	 	 	61	 
	Section 11.09. Successors and Assigns
	 	 	61	 
	Section 11.10. Separability
	 	 	61	 
	Section 11.11. Benefits of Indenture
	 	 	61	 
	Section 11.12. Legal Holidays
	 	 	61	 
	Section 11.13. Governing Law; Submission to Jurisdiction
	 	 	61	 
	Section 11.14. Counterparts
	 	 	62	 
	Section 11.15. Recording of Indenture
	 	 	62	 
	Section 11.16. Trust Obligation
	 	 	62	 
	Section 11.17. No Petition
	 	 	62	 
	Section 11.18. Inspection
	 	 	62	 
	Section 11.19. Limitation of Rights
	 	 	63	 
	Section 11.20. Tax Treatment
	 	 	63	 
	Section 11.21. Intent of the Parties; Reasonableness
	 	 	63	 






vi 









 






SCHEDULES




	 	 	 	 	 
	Schedule A – Schedule of Receivables
	 	 	S-A-1	 






EXHIBITS




	 	 	 	 	 
	Exhibit A-1 — Form of Class A-1 Note
	 	 	A-1	 
	Exhibit A-2 — Form of Class A-2 Note
	 	 	A-2	 
	Exhibit B — Form of Note Depository Agreement
	 	 	B-1	 
	Exhibit C — Servicing Criteria to be Addressed in Assessment of
Compliance
	 	 	C-1	 






vii 









 





     This Indenture, dated as of December 1, 2008, is between Honda Auto Receivables 2008-2 Owner
Trust, a Delaware statutory trust (the “Issuer”), and U.S. Bank National Association, as indenture
trustee (the “Indenture Trustee”).



     Each party agrees as follows for the benefit of the other party and for the equal and ratable
benefit of the holders of the Issuer’s Class A-1 3.13510% Asset Backed Notes (the “Class
A-1 Notes”) and Class A-2 One-Month LIBOR plus 3.50% Floating Rate Asset Backed Notes (the “Class
A-2 Notes”, and, together with the Class A-1 Notes, the “Notes”):



GRANTING CLAUSE




     The Issuer hereby Grants to the Indenture Trustee at the Closing Date, on behalf of and for
the benefit of the Holders of the Notes and the Swap Counterparty, without recourse, all of the
Issuer’s right, title and interest in, to and under (i) the Receivables and all monies due thereon
and received thereon on and after December 1, 2008; (ii) the security interests in the Financed
Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed
Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to
the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize
upon any property (including the right to receive future Liquidation Proceeds) that shall have
secured a Receivable and have been repossessed by or on behalf of the Issuer; (vi) all funds, and
all investment property, from time to time carried in or credited to the Accounts, including the
Reserve Fund Initial Deposit and the Yield Supplement Account Deposit and in all investment income
and proceeds thereof; (vii) the rights of the Seller under the Receivables Purchase Agreement
including, but not limited to, the representations and warranties set forth in Sections 2.02 and
2.03 therein and the rights of the Issuer under the Sale and Servicing Agreement, including, but
not limited to, the representations and warranties set forth in Sections 2.03 and 5.01 therein;
(viii) all rights, title and interest of the Issuer in and to the Swap Agreement; (ix) any Servicer
Letter of Credit; and (x) all payments on or under and all proceeds of every kind and nature
whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion
thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and other forms of
obligations and receivables, instruments and other property which at any time constitute all or
part of or are included in the proceeds of any of the foregoing as each such term is defined in
Section 1.01 (collectively, the “Collateral”).



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



     The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes and the Swap
Counterparty, acknowledges such Grant, accepts the trusts under this Indenture in accordance with
the provisions of this Indenture and agrees to perform its duties as required in



 









 







this Indenture to the end that the interests of the Holders of the Notes may be adequately and
effectively protected.



2









 





ARTICLE I




DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 1.01. Definitions.



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



     “1992 Master Agreement” means the 1992 ISDA Master Agreement (multi Currency
Cross-Border).



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



     “Administration Agreement” means the Administration Agreement, dated as of December 1,
2008, among the Administrator, the Issuer, the Depositor and the Indenture Trustee.



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



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



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



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



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



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



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



3









 





     “Class A-1 Interest Rate” means 3.13510% per annum (computed on the basis of the
actual number of days in the related Interest Accrual Period divided by 360).



     “Class A-1 Notes” means the Class A-1 3.13510% Asset Backed Notes, substantially in
the form of Exhibit A-1.



     “Class A-2 Interest Rate” means One-Month LIBOR plus 3.50% per annum (computed on the
basis of the actual # of days in the related Interest Accrual Period divided by 360).



     “Class A-2 Notes” means the Class A-2 One-Month LIBOR plus 3.50%% Asset Backed Notes,
substantially in the form of Exhibit A-2.



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



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



     “Closing Date” means December 16, 2008.



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



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



     “Corporate Trust Office” means an office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered, which office at the date of
execution of this Indenture is located at 209 South LaSalle Street, Suite 300, Chicago, Illinois
60604, Attention: Corporate Trust Services – Honda 2008-2, or at such other address as the
Indenture Trustee may designate from time to time by notice to the Noteholders and the Issuer, or
the principal corporate trust office of any successor Indenture Trustee at the address designated
by such successor Indenture Trustee by notice to the Noteholders and the Issuer.



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



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



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



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



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



4









 





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



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



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



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



     “Indenture Trustee” means U.S. Bank National Association, a national banking
association, as Indenture Trustee under this Indenture, or any successor Indenture Trustee under
this Indenture.



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



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



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



     “Interest Rate” means the Class A-1 Interest Rate and the Class A-2 Interest Rate, as
applicable.



     “ISDA” means the International Swaps and Derivatives Association, Inc.



5









 





     “Issuer” means Honda Auto Receivables 2008-2 Owner Trust until a successor replaces it
and, thereafter, means the successor and, for purposes of any provision contained herein and
required by the TIA, each other obligor on the Notes.



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



     “LIBOR Determination Date” means approximately 11:00 a.m. London time, two London
business days prior to the Payment Date immediately preceding such Payment Date (or, in the case of
the initial Payment Date, for a period from the Closing Date to but excluding the initial Payment
Date, two London business days prior to the Closing Date).



     “Note Depository Agreement” means the agreement dated December 16, 2008, among the
Issuer, the Indenture Trustee and The Depository Trust Company, as the initial Clearing Agency,
relating to the Notes, substantially in the form of Exhibit B hereto.



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



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



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



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



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



     “One-Month LIBOR” means the rate per annum of deposits in United States dollars having
a one-month maturity that appears on Reuters Screen LIBOR01 Page as of the LIBOR Determination
Date. In the event that no rate for one-month dollar deposits appears on Reuters Screen LIBOR01
Page on the applicable LIBOR Determination Date, the One-Month LIBOR shall be the arithmetic mean
(rounded upwards to the nearest one-sixteenth of 1%) of the rates at which one-month dollar
deposits are offered to the prime banks in the London interbank market by four major banks in that
market selected by the indenture trustee as of the LIBOR Determination Date and time specified
above. If fewer than two quotations are provided by such banks, then One-Month LIBOR shall be the
arithmetic mean (rounded upwards as above) of the rates at which one-month loans in United States
dollars are offered to leading European banks by three major banks in New York City selected by the
indenture trustee as of 11:00 a.m. New York City time on the applicable LIBOR Determination Date.
If no such quotation can be obtained,



6









 








One-Month LIBOR for such payment date will be One-Month LIBOR for the prior payment date.



     “Opinion of Counsel” means one or more written opinions of counsel who may, except as
otherwise expressly provided in this Indenture, be an employee of or counsel to the Issuer and who
shall be satisfactory to the Indenture Trustee, and which opinion or opinions shall be addressed to
the Indenture Trustee as Indenture Trustee, shall comply with any applicable requirements of
Section 11.01 and shall be in form and substance satisfactory to the Indenture Trustee.



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



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



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



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



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



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



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



     “Owner Trustee” means Deutsche Bank Trust Company Delaware, not in its individual
capacity but solely as Owner Trustee under the Trust Agreement, or any successor Owner Trustee
under the Trust Agreement.



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



     “Payment Date” means the 21st calendar day of each month, commencing January 21, 2009,
or if such day is not a Business Day, then the next succeeding Business Day.



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



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



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



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



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



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



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



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



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



     “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17
C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission in the adopting release



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(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan.
7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff
from time to time.




     “Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as of
December 1, 2008, between the Issuer, the Seller and the Servicer.



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



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



     “Senior Swap Termination Payment” means any Swap Termination Payment other than a
Subordinate Swap Termination Payment.



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



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



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



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



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



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



     “Subordinate Swap Termination Payment” means any Swap Termination Payment resulting
from a Swap Termination where the Swap Counterparty is the Defaulting Party or sole Affected Party
(as defined in the Swap Agreement) other than Swap Terminations arising from a Tax Event or
Illegality (each as defined in the Swap Agreement).



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



     “Swap Agreement” means 1992 ISDA Master Agreement dated as of December 16, 2008,
including all schedules and confirmations thereto, between the Issuer and the Swap



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Counterparty, as modified, amended, supplemented, renewed, extended or replaced from time to
time.



     “Swap Counterparty” means JPMorgan Chase Bank, National Association.



     “Swap Event of Default” means the occurrence of an “Event of Default” under the Swap
Agreement, as defined in the Swap Agreement.



     “Swap Payments Incoming” means on any Payment Date the net amount, if any, then
payable by a Swap Counterparty to the Issuer, excluding any Swap Termination Payments.



     “Swap Payments Outgoing” means on any Payment Date the net amount, if any, then
payable by the Issuer to a Swap Counterparty, excluding any Swap Termination Payments.



     “Swap Termination” means the occurrence of an “Early Termination Date” under the Swap
Agreement, as defined in the Swap Agreement.



     “Swap Termination Event” means the occurrence of a “Termination Event” under the Swap
Agreement, as defined in the Swap Agreement.



     “Swap Termination Payment” means, the termination payment that the trust or the Swap
Counterparty may be liable to make to the other upon the occurrence of a Swap Termination, in some
cases regardless of which of such parties may have caused such termination.



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



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



     “United States” means the United States of America.



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



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



     “Commission” means the Securities and Exchange Commission.



     “indenture securities” means the Notes.



     “indenture security holder” means a Noteholder.



     “indenture to be qualified” means this Indenture.



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



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



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



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



ARTICLE II




THE NOTES




     Section 2.01. Form. The Class A-1 Notes and the Class A-2 Notes, in each case
together with the Indenture Trustee’s certificate of authentication, shall be in substantially the
form set forth in Exhibit A, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as may, consistently
herewith, be determined by the officers executing such Notes, as evidenced by their execution of
the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note.



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



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



     Section 2.02. Execution, Authentication and Delivery. The Notes shall be executed on
behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized
Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile



11









 







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



     The Indenture Trustee shall, upon Issuer Order, authenticate and deliver for original issue
the following aggregate principal amount of Notes: (i) $97,000,000 of Class A-1 Notes and (ii)
$200,000,000 of Class A-2 Notes. The aggregate principal amount of Class A-1 Notes and Class A-2
Notes outstanding at any time may not exceed such respective amounts except as provided in Section
2.05.



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



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



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



     If temporary Notes are issued, the Issuer shall cause Definitive Notes to be prepared without
unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be
exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of
the Issuer to be maintained as provided in Section 3.02, without charge to the related Holder.
Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute, and
the Indenture Trustee shall authenticate and deliver in exchange therefor, a like tenor and
principal amount of Definitive Notes of authorized denominations. Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits under this Indenture as
Definitive Notes.



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



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



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



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



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



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



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



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



13









 





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



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



     Every replacement Note issued pursuant to this Section in replacement of any mutilated,
destroyed, lost or stolen Note shall constitute an original additional contractual obligation of
the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.



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



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



14









 





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



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



     (b) The principal of each Note shall be payable as provided in Section 8.02(d) hereof.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and
payable, if not previously paid, on the related Final Payment Date or the date on which an Event of
Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes
representing not less than a majority of the Outstanding Amount have declared the Notes to be
immediately due and payable in the manner provided in Section 5.02. All principal payments on each
Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The
Indenture Trustee shall notify the Person in whose name a Note is registered at the close of
business 5 Business Days preceding the Payment Date on which the Issuer expects that the final
installment of principal of and interest on such Note will be paid. Such notice shall be mailed or
transmitted by facsimile prior to such final Payment Date and shall specify that such final
installment will be payable only upon presentation and surrender of such Note and shall specify the
place where such Note may be presented and surrendered for payment of such installment. Notices in
connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02.
In addition, the Administrator shall notify each Rating Agency upon the final payment of interest
and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant
to Section 1.02(a)(iii) of the Administration Agreement.



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



     Section 2.08. Cancellation. All Notes surrendered for payment, registration of
transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture



15









 







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



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



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



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



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



     (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall
be limited to those established by law and agreements between such Note Owners and the Clearing
Agency and/or the Clearing Agency Participants. Pursuant to the Note Depository Agreement, unless
and until Definitive Notes are issued pursuant to Section 2.11, the Clearing Agency will make
book-entry transfers among the Clearing Agency Participants and receive and transmit payments of
principal of and interest on the Notes to such Clearing Agency Participants; and



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



     Section 2.10. Notices to Clearing Agency. Whenever a notice or other communication to
the Noteholders is required under this Indenture, unless and until Definitive Notes shall have



16









 







been issued to such Note Owners pursuant to Section 2.11, the Indenture Trustee shall give all
such notices and communications specified herein to be given to Holders of the Notes to the
Clearing Agency, and shall have no obligation to such Note Owners.



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



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



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



     Section 2.14. Employee Benefit Plans. The transfer of a Definitive Note shall not be
registered unless the prospective transferee has represented in writing to the Indenture Trustee
that either (i) it is not a Benefit Plan or any other plan subject to a law that is substantially
similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”) and is not acting on behalf
of or investing the assets of a Benefit Plan or any other plan subject to Similar Law or (ii) its



17









 







acquisition, holding and disposition of the Definitive Note will be covered by a United States
Department of Labor prohibited transaction class exemption or some other applicable statutory or
administrative exemption and will not cause a nonexempt violation of any Similar Law. Any Person
that acquires a beneficial interest in a Book-Entry Note with the assets of a Benefit Plan shall be
deemed to represent that its acquisition and holding of such beneficial interest is covered by a
United States Department of Labor prohibited transaction class exemption or some other applicable
statutory or administration exemption.



ARTICLE III




COVENANTS




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



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



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



     On or before the Business Day immediately preceding each Payment Date and Redemption Date, the
Issuer shall deposit or cause to be deposited in the Collection Account (to be transferred to the
Note Distribution Account on the related Payment Date) an aggregate sum sufficient to pay the
amounts then becoming due under the Notes, such sum to be held in trust for



18









 







the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture
Trustee) shall promptly notify the Indenture Trustee in writing of its action or failure so to act.



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



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



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



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



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



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



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



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



19









 







from the date of such publication, any unclaimed balance of such money then remaining will be
repaid to or for the account of the Issuer. The Indenture Trustee shall also adopt and employ, at
the expense and written direction of the Issuer, any other reasonable means of notification of such
repayment (including, but not limited to, mailing notice of such repayment to Holders whose Notes
have been called but have not been surrendered for redemption or whose right to or interest in
monies due and payable but not claimed is determinable from the records of the Indenture Trustee or
of any Paying Agent, at the last address of record for each such Holder).



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



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



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



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



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



     (iv) enforce any of the Collateral;



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



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



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     Section 3.06. Opinions as to Owner Trust Estate.



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



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



     Section 3.07. Performance of Obligations; Servicing of Receivables.



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



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



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



21









 





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



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



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



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



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



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



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



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



     Section 3.09. Annual Statement as to Compliance.



     (a) The Issuer will deliver to the Indenture Trustee, within 120 days after the end of each
fiscal year of the Issuer (commencing with the fiscal year ended March 31, 2009), an Officer’s
Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that:



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



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



     (b) On or before June 1st of each calendar year in which a Form 10-K is required to
be filed on behalf of the Issuer, commencing in 2009, the Indenture Trustee shall deliver to the
Issuer and the Administrator a report regarding the Indenture Trustee’s assessment of compliance
with each of the Servicing Criteria specified on Exhibit C hereto during the immediately preceding
reporting year accompanied by an attestation report by a registered public accounting firm, in each
case as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB.
Such report shall be signed by an authorized officer of the Indenture



23









 







Trustee, and shall address each of the Servicing Criteria specified on Exhibit C hereto.
Notwithstanding the foregoing, any failure of the Indenture Trustee to deliver such report and
attestation on or before June 1st (but not later than June 15th) shall not
constitute a breach of the Indenture Trustee’s agreements pursuant to this Section.



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



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



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



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



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



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



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



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



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



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



24









 







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



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



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



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



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



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



     Section 3.11. Successor or Transferee.



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



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



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



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



25









 





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



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



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



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



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



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



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



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



26









 





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



ARTICLE IV




SATISFACTION AND DISCHARGE




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



     (i) either




     (A) all Notes theretofore authenticated and delivered (other than (i) Notes
that have been destroyed, lost or stolen and that have been replaced or paid as
provided in Section 2.05 and (ii) Notes for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Issuer and thereafter
repaid to the Issuer or discharged from such trust, as provided in Section 3.03)
have been delivered to the Indenture Trustee for cancellation and the Swap Agreement
has been terminated and all Swap Payments Outgoing and, if applicable, any Swap
Termination Payments owed by the Issuer to the Swap Counterparty have been paid,
each as notified in writing by the Administrator to the Indenture Trustee; or




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




     (1) have become due and payable,




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




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



27









 







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



     (ii) the Issuer has paid or performed or caused to be paid or performed all amounts and
obligations which the Issuer may owe to or on behalf of the Indenture Trustee for the benefit of
the Noteholders and Swap Counterparty, including Swap Termination Payments (as determined by the
Administrator), under this Indenture or the Notes; and



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



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



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



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ARTICLE V




REMEDIES




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



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



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



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



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



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



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



     Section 5.02. Acceleration of Maturity, Rescission and Annulment.



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



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



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




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




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




     (C) any Swap Payments Outgoing and any Swap Termination Payments when due and
payable to the Swap Counterparty under the Swap Agreement; and



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



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



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



     (a) The Issuer covenants that if the Notes are accelerated following the occurrence of an
Event of Default, the Issuer will, upon demand of the Indenture Trustee, pay to it, for the



30









 







benefit of the Holders of the Notes, the whole amount then due and payable on such Notes for
principal and interest, with interest on the overdue principal and, to the extent payment at such
rate of interest shall be legally enforceable, on overdue installments of interest at the related
Interest Rate and, in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation, expenses, disbursements
and advances of the Indenture Trustee and its agents and counsel.



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



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



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



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



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



31









 





     (iii) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute all amounts received with respect to the claims of the Noteholders, the
Swap Counterparty 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, the Swap Counterparty or the
Holders of Notes allowed in any Proceedings relative to the Issuer, its creditors and its property;


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




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



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



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



     Section 5.04. Remedies, Priorities.



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



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



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



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



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


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




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



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



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



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



     (iv) to the Swap Counterparty, amounts due and unpaid in respect of Swap Payments Outgoing, if
any;



     (v) pro rata, to (a) the Holders of the Notes of each Class, the Note Interest Distributable
Amount ratably in proportion to the Note Interest Distributable Amount for each Class at their
respective Interest Rates and (b) the Swap Counterparty, amounts due in respect of any Senior Swap
Termination Payments;



33









 





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



     (vii) to the Holders of the Class A-2 Notes , the outstanding principal amount of the Class
A-2 Notes, until the Class A-2 Notes are paid in full;



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



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



     (x) to the Swap Counterparty, amounts due and unpaid in respect of Subordinate Swap
Termination Payments, if any; and



     (xi) to the Seller, any remaining amount.


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




     Section 5.05. Optional Preservation of the Receivables. If the Notes have been
declared to be due and payable under Section 5.02 following an Event of Default and such
declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may,
but need not, elect to maintain possession of the Owner Trust Estate. It is the desire of the
parties hereto, the Swap Counterparty and the Noteholders that there be at all times sufficient
funds for the payment of any obligations under the Swap Agreement to the Swap Counterparty and
principal of and interest on the Notes, and the Indenture Trustee shall take such desire into
account when determining whether or not to maintain possession of the Owner Trust Estate. In
determining whether to maintain possession of the Owner Trust Estate, the Indenture Trustee may,
but need not, obtain, at the expense of the Issuer, and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Owner Trust Estate for such purpose.



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



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



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



34









 





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



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



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


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




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



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



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



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



35









 





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



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



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



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



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



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


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




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



     Section 5.13. Undertaking for Costs. All parties to this Indenture agree, and each
Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or



36









 







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 (i) any suit instituted by the
Indenture Trustee, (ii) any suit instituted by any Noteholder, or group of Noteholders, in each
case holding in the aggregate more than 10% of the Outstanding Amount or (iii) any suit instituted
by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or
after the respective due dates expressed in such Note and in this Indenture (or, in the case of
redemption, on or after the Redemption Date).



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



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



     Section 5.16. Performance and Enforcement of Certain Obligations.



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



     (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at
the direction (which direction shall be in writing) of the Holders of 66 2/3% of the Outstanding
Amount shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against
the Seller or the Servicer and the Swap Counterparty under or in connection with



37









 







the Sale and Servicing Agreement and the Swap Agreement, including the right or power to take
any action to compel or secure performance or observance by the Seller or the Servicer and the Swap
Counterparty, as applicable, of each of their obligations to the Issuer thereunder and to give any
consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing
Agreement and the Swap Agreement, as applicable, and any right of the Issuer to take such action
shall be suspended.



ARTICLE VI




THE INDENTURE TRUSTEE




     Section 6.01. Duties of Indenture Trustee.



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



     Section 6.02. Rights of Indenture Trustee.



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



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



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



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



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



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



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



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



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



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



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



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



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



     Section 6.07. Compensation and Indemnity. The Issuer shall, or shall cause the
Administrator to, (i) pay to the Indenture Trustee from time to time reasonable compensation for
its services, which compensation shall not be limited by any law on compensation of a trustee of an
express trust, (ii) reimburse the Indenture Trustee for all reasonable out-of-pocket expenses
incurred or made by it, including without limitation, costs of collection, in addition to the
compensation for its services, which expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and
experts and (iii) indemnify the Indenture Trustee and its officers, directors, employees and agents
against any and all loss, liability or expense (including reasonable attorneys’ fees and expenses)
incurred by it in connection with the administration of this trust and the performance of



41









 







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



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



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



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



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



     (ii) a court having jurisdiction in the premises in respect of the Indenture Trustee in an
involuntary case or proceeding under federal or state banking or bankruptcy laws, as now or
hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other
similar law, shall have entered a decree or order granting relief or appointing a receiver,
liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the
Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or ordering the
winding-up or liquidation of the Indenture Trustee’s affairs, provided any such decree or order
shall have continued unstayed and in effect for a period of 30 consecutive days;



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



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



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



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



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



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



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



     Section 6.09. Successor Indenture Trustee by Merger. If the Indenture Trustee
consolidates or merges with, converts or transfers all or substantially all its corporate trust
business or assets to, another corporation or banking association, the resulting, surviving or
transferee corporation shall, without any further act, be the successor Indenture Trustee;
provided, that such corporation or banking association shall be otherwise qualified and eligible
under Section 6.11. The Indenture Trustee shall provide each Rating Agency prior written notice of
any such transaction.



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



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



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



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



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



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



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



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



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



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



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



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



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



     (i) it is a national banking association duly organized, validly existing and in good standing
under the laws of the United States of America;



45









 





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



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



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



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



     Section 6.14. Interest Rate Swap Provisions. The Issuer has entered into the Swap
Agreement, in a form satisfactory to the Rating Agencies, to hedge the floating rate interest
expense on the Class A-2 Notes. The Issuer may, from time to time, enter into one or more
replacement Swap Agreements in the event that any Swap Agreement is terminated prior to its
scheduled expiration pursuant to a Swap Event of Default or a Swap Termination Event. All Swap
Payments Outgoing owed by the Issuer to the Swap Counterparty will rank senior to interest payments
on the Notes.



     (i) The Indenture Trustee, in accordance with written instructions it receives from the
Administrator, shall remit all Swap Payments Outgoing and any Swap Termination Payments payable to
the Swap Counterparty and collect Swap Payments Incoming and any Swap Termination Payments payable
by the Swap Counterparty, it being understood that the Indenture Trustee has no obligation to
monitor the Swap Agreement and payments thereunder and, in all cases, the Indenture Trustee may
conclusively rely on the written instructions it receives from the Administrator to remit or
collect funds under the Swap Agreement.



     (ii) Upon the occurrence of (i) any Swap Event of Default arising from any action taken, or
failure to act, by the Swap Counterparty, or (ii) any Swap Termination Event (except as described
in the following sentence) with respect to which the Swap Counterparty is an Affected Party (as
defined in the Swap Agreement), and upon notification of such Swap Event of Default or Swap
Termination Event to the Indenture Trustee, the Indenture Trustee may and will, at the direction of
the Holders of at least 66 2/3% of the Outstanding Amount of the Class A-1 and Class A-2 Notes,
acting together as a single Class, designate a Swap Termination with respect to the Swap Agreement
of two (2) Business Days after receipt of notice of such event. If



46









 







a Swap Termination Event occurs as a result of the insolvency or bankruptcy of the Issuer or
the Swap Counterparty, the Indenture Trustee will designate a Swap Termination of two (2) Business
Days after receipt of notice of such event.



     (iii) The Indenture Trustee may enter into any amendment of the Swap Agreement (A) to cure any
ambiguity or mistake, (B) to correct any defective provisions or to correct or supplement any
provision contained in the Swap Agreement which may be inconsistent with any other provision in the
Swap Agreement or in this Indenture or (C) to add any other provisions with respect to matters or
questions arising under the Swap Agreement; provided, in the case of any such amendment pursuant to
this subclause (iii), that such amendment will not adversely affect in any material respect the
interest of any Holder of the Notes or the Swap Counterparty. The amendment shall be deemed not
to adversely affect in any material respect the interests of any Holder of the Notes if the Rating
Agency Condition is satisfied.



     (iv) At least five days before the effective date of any proposed amendment or supplement to
the Swap Agreement, the Administrator shall provide the Rating Agencies with a copy of such
amendment or supplement. Unless the amendment or supplement is for the purpose of clarifying any
term or provision, correcting any inconsistency, curing any ambiguity, or correcting any
typographical error in the Swap Agreement, an amendment or supplement to the Swap Agreement will be
effective only after satisfaction of the Rating Agency Condition.



     (v) The Administrator shall notify the Swap Counterparty of any proposed amendment or
supplement to any of the Basic Documents. If such proposed amendment or supplement would adversely
affect any of the Swap Counterparty’s rights or obligation under the Swap Agreement or modify the
obligations of, or impair the ability of the Issuer to fully perform any of its obligations under
the Swap Agreement, the Administrator shall obtain the consent of the Swap Counterparty prior to
the adoption of such amendment of supplement, provided, the Swap Counterparty’s consent to any such
amendment or supplement shall not be unreasonably withheld, and provided further, the Swap
Counterparty’s consent will be deemed to have been given if the Swap Counterparty does not object
in writing within ten Business Days of receipt of a written request for such consent.



ARTICLE VII




NOTEHOLDERS’ LISTS AND REPORTS




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



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



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



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



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



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



     Section 7.03. Reports by Issuer.



     (a) The Issuer shall:



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



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



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



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



     Section 7.04. Reports by Indenture Trustee. If required by TIA § 313(a), within 60
days after each October 16 beginning with October 16, 2009, the Indenture Trustee shall mail to
each Noteholder as required by TIA § 313(c) a brief report dated as of such date that complies with
TIA § 313(a). The Indenture Trustee also shall comply with TIA § 313(b).



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



ARTICLE VIII




ACCOUNTS, DISBURSEMENTS AND RELEASES




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



     Section 8.02. Accounts.



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



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



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



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



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




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



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



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



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



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



     Section 8.03. General Provisions Regarding Accounts.



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



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



     (c) If (i) the Servicer shall have failed to give investment directions for any funds on
deposit in the Accounts to the Indenture Trustee by 2:00 P.M., New York Time (or such other time as
may be agreed by the Issuer and the Indenture Trustee) on any Business Day or (ii) to the knowledge
of a Responsible Officer of the Indenture Trustee a Default or Event of Default shall



50









 







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



     Section 8.04. Release of Owner Trust Estate.



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



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



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



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ARTICLE IX




SUPPLEMENTAL INDENTURES




     Section 9.01. Supplemental Indentures Without Consent of Noteholders.



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



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



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



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



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



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



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



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



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



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



     (c) Notwithstanding the foregoing, no amendment under this Section 9.01 shall materially and
adversely affect the rights or obligations of the Swap Counterparty under this Indenture (as
evidenced by an Opinion of Counsel) unless the Swap Counterparty shall have consented in writing to
such action (and such consent shall be deemed to have been given if the Swap Counterparty does not
object in writing within ten (10) Business Days after receipt of a written request for such
consent).



     Section 9.02. Supplemental Indentures With Consent of Noteholders. The Issuer and the
Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to each Rating
Agency and with the written consent of the Holders of not less than a majority of the Outstanding
Amount, by Act of such Holders delivered to the Issuer, the Indenture Trustee and the Swap
Counterparty (which consent shall not be unreasonably withheld), enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or changing in any
manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the
rights of the Holders of the Notes under this Indenture; provided, however, that no such
supplemental indenture shall materially and adversely affect the rights or obligations of the Swap
Counterparty under this Indenture (as evidenced by an Opinion of Counsel) unless the Swap
Counterparty shall have consented in writing to such supplemental indenture (and such consent shall
be deemed to have been given if the Swap Counterparty does not object in writing within ten (10)
Business Days after receipt of a written request for such consent); provided, further, that no such
supplemental indenture shall, without the written consent of the Holder of each Outstanding Note
affected thereby:



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



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



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



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



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



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



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



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



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



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



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



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



     Section 9.05. Conformity with Trust Indenture Act. Every amendment of this Indenture
and every supplemental indenture executed pursuant to this Article shall conform to the
requirements of the TIA as then in effect so long as this Indenture shall then be qualified under
the TIA.



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



ARTICLE X




REDEMPTION OF NOTES




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



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



55









 





     All notices of redemption shall include the following information:



     (i) the Redemption Date;



     (ii) the Redemption Price;



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



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


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




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



ARTICLE XI




MISCELLANEOUS




     Section 11.01. Compliance Certificates and Opinions, etc.



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



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



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



56









 





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



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



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



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



57









 





     (v) Notwithstanding Section 2.12 or any other provision of this Section, the Issuer may,
without compliance with the requirements of the other provisions of this Section, (A) collect,
liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent
permitted or required by the Basic Documents and (B) make cash payments out of the Accounts as and
to the extent permitted or required by the Basic Documents, so long as the Issuer shall deliver to
the Indenture Trustee every six months, commencing no later than June 30, 2009 an Officer’s
Certificate of the Issuer stating that all the dispositions of Collateral described in clauses (A)
and (B) above that occurred during the preceding six calendar months or shorter period in the case
of the first such Officer’s Certificate were in the ordinary course of the Issuer’s business and
that the proceeds thereof were applied in accordance with the Basic Documents.



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



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



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



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



     Section 11.03. Acts of Noteholders.



58









 





     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such Noteholders in person or by
agents duly appointed in writing; and except as herein otherwise expressly provided such action
shall become effective when such instrument or instruments are delivered to the Indenture Trustee
and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Noteholders signing such instrument or instruments. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and
(subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in
the manner provided in this Section.



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



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



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



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



     (i) the Indenture Trustee by any Noteholder or by the Issuer shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing and mailed first-class, postage
prepaid, overnight delivery service or facsimile (followed by original) to or with the Indenture
Trustee at its Corporate Trust Office or (as to notices sent by the Issuer to the Indenture Trustee
only) if sent by electronic mail to an address provided by the Indenture Trustee in writing,



     (ii) the Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for every
purpose hereunder if in writing and mailed first-class, postage prepaid, overnight delivery service
or facsimile (followed by original) to the Issuer addressed to: Honda Auto Receivables 2008-2 Owner
Trust, in care of Deutsche Bank Trust Company Delaware, 1101 Centre Road, Suite 200, Wilmington,
Delaware 19805, Attention: Trust & Securities Services – Honda 2008-2, with a copy to Deutsche Bank
Trust Company Americas at c/o Deutsche Bank National Trust Company, 25 DeForest Avenue, 2nd Floor -
MS SUM01-0105, Summit, NJ 07901, Attention: Structured Finance Services — ABS, or at any other
address previously furnished in writing to the Indenture Trustee by the Issuer or the
Administrator. The Issuer shall promptly transmit any notice received by it from the Noteholders
to the Indenture Trustee, or



59









 





     (iii) to the Swap Counterparty at the address specified in the Swap Agreement.



     Notices required to be given to each Rating Agency by the Issuer, the Indenture Trustee or the
Owner Trustee shall be in writing, personally delivered, couriered or mailed by certified mail,
return receipt requested, or overnight delivery service to (i) Standard & Poor’s Ratings Services,
a division of The McGraw-Hill Companies, Inc., 55 Water Street, 41st Floor, New York,
New York 10041-0003, Attention: ABS Surveillance Group and (ii) in the case of Moody’s Investors
Service, at the following address: 99 Church Street, New York, New York 10007; or at such other
address as shall be designated by written notice to the other parties.



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



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



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



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



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



     Section 11.07. Conflict with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with another provision hereof that is required to be included in this



60









 







Indenture by any of the provisions of the Trust Indenture Act, such required provision shall
control.



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



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



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



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



     Section 11.11. Benefits of Indenture. The Swap Counterparty shall be a third-party
beneficiary to the provisions of this Indenture expressly relating to it. Nothing in this
Indenture or in the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Swap Counterparty and the Noteholders, and any other
party secured hereunder, and any other Person with an ownership interest in any part of the Owner
Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture.



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



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



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



61









 







or hereafter have to the laying of the venue of any such proceeding brought in such a court and any
claim that any such proceeding brought in such a court has been brought in an inconvenient forum.



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



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



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



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



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



62









 







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



     Section 11.19. Limitation of Rights. All of the rights of the Swap Counterparty in,
to and under this Indenture or any other Basic Document (including, but not limited to, all of the
Swap Counterparty’s rights as a third-party beneficiary of this Indenture and all of the Swap
Counterparty’s rights to receive notice of any action hereunder or under any other Basic Document
and to give or withhold consent to any action hereunder or under any other Basic Document) shall
terminate upon the termination of the Swap Agreement in accordance with the terms thereof and the
payment in full of all amounts owing to the Swap Counterparty under such Swap Agreement.



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



     Section 11.21. Intent of the Parties; Reasonableness.



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



     Neither the Issuer nor the Administrator (acting on behalf of the Issuer) shall exercise its
right to request delivery of information or other performance under these provisions other than in
good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the
rules and regulations of the Commission thereunder. Each of the parties hereto agrees that (a) the
obligations of the parties hereunder shall be interpreted in such a manner as to accomplish
compliance with Regulation AB, (b) the parties’ obligations hereunder will be supplemented and
modified as necessary to be consistent with any such amendments, interpretive advice or guidance
from the Securities and Exchange Commission, convention or consensus among active



63









 







participants in the asset-backed securities markets, or otherwise in respect of the
requirements of Regulation AB as they may be applied by the Securities and Exchange Commission to
the Issuer in connection with the Notes and (c) the parties shall comply with reasonable requests
made by or on behalf of the Issuer or the Indenture Trustee for delivery of additional or different
information, to the extent such information is available, as the person requesting such information
may determine in good faith is necessary for it to comply with the provisions of Regulation AB.
Any and all expenses incurred by the Indenture Trustee in compliance with this Section shall be
considered indemnities payable in accordance with Section 6.07 hereof.



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



64









 





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



	 	 	 	 	 	 	 
	 	 	HONDA AUTO RECEIVABLES
2008-2 OWNER TRUST,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	DEUTSCHE BANK TRUST COMPANY
DELAWARE, not in its individual
capacity but solely as Owner
Trustee on behalf of the Trust,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity but solely as
Indenture Trustee,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







 









 








	 	 	 
	STATE OF                           

	 	) 
	 

	 	) ss
	COUNTY OF                           

	 	) 






     On December      , 2008 before me,                     , Notary Public, personally appeared
                                        ,                                         .




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




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

WITNESS my hand and official seal.




	 	 	 	 	 
	Signature

	 	 	 	[Seal]
	 

	 	 

	 	 






 









 






	 	 	 
	STATE OF                           

	 	) 
	 

	 	) ss
	COUNTY OF                           

	 	) 






     On December      , 2008 before me,                     , Notary Public, personally appeared
                                        ,                                         .




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




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


WITNESS my hand and official seal.




	 	 	 	 	 
	Signature

	 	 	 	[Seal]
	 

	 	 

	 	 







 









 








SCHEDULE A




SCHEDULE OF RECEIVABLES




Held on File with Servicer




SA-1









 





EXHIBIT A-1




FORM OF CLASS A-1 NOTE



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



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




	 	 	 
	REGISTERED

	 	 $                     
	 
	No. R-___

	 	CUSIP NO.                     






HONDA AUTO RECEIVABLES 2008-2 OWNER TRUST




___% ASSET BACKED NOTES, CLASS A-1




     Honda Auto Receivables 2008-2 Owner Trust, a statutory trust organized and existing under the
laws of the State of Delaware (the “Issuer”), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of                                          Dollars ($                    ),
payable to the extent described in the Indenture referred to on the reverse hereof on each Payment
Date; provided, however, that the entire unpaid principal amount of this Note shall be payable on
the earlier of                      ___, 20___ (the “Class A-1 Final Payment Date”) and the Redemption
Date, if any, selected pursuant to the Indenture.



     The Issuer will pay interest on this Note at the rate per annum shown above on each Payment
Date until the principal of this Note is paid or made available for payment, on the principal
amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments
of principal made on the preceding Payment Date), or on the Closing Date in the case of the first
Payment Date or if no interest has yet been paid, subject to certain limitations contained in the
Indenture. Interest on this Class A-1 Note will accrue for each Payment Date from and including
the immediately preceding Payment Date (or, in the case of the first Payment Date, the Closing
Date), to but excluding such Payment Date and will be computed on the basis of the actual number of
days in the Interest Accrual Period with respect to the Class A-1 Notes



A-1-1









 







divided by 360. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.



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



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



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



A-1-2









 





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



	 	 	 	 	 	 	 
	Date:	 	HONDA AUTO RECEIVABLES 2008-2 OWNER
TRUST,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	DEUTSCHE BANK TRUST COMPANY DELAWARE, not in
its individual capacity but solely as Owner
Trustee on behalf of the Trust,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






A-1-3









 






INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 	 	 
	Date:	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual
capacity but solely as Indenture Trustee,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






A-1-4









 






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



     The Class A-1 Notes are and will be equally and ratably secured by the collateral pledged as
security therefore, except as provided in the Indenture or the Sale and Servicing Agreement.



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



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



     As provided in the Indenture and subject to the limitations set forth therein and on the face
hereof, the transfer of this Note may be registered on the Note Register upon surrender of this
Note for registration of transfer at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney
duly authorized in writing, with such signature guaranteed by an “eligible guarantor



A-1-5









 







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



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



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



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



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



A-1-6









 





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



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



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



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



A-1-7









 





ASSIGNMENT



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



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




 




(name and address of assignee)



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



 





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




	 	 	 	 	 
	Dated:

	 	 	 	*
	 

	 

	 	Signature Guaranteed:
	 	*
	 

	 	 









 




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




A-1-8









 










EXHIBIT A-2




FORM OF CLASS A-2 NOTE




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



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



	 	 	 
	REGISTERED

	 	 $                     
	 
	No. R-___

	 	CUSIP NO.                     






HONDA AUTO RECEIVABLES 2008-2 OWNER TRUST




FLOATING RATE ASSET BACKED NOTES, CLASS A-2




     Honda Auto Receivables 2008-2 Owner Trust, a statutory trust organized and existing under the
laws of the State of Delaware (the “Issuer”), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of                                          Dollars ($                    ),
payable to the extent described in the Indenture referred to on the reverse hereof on each Payment
Date; provided, however, that the entire unpaid principal amount of this Note shall be payable on
the earlier of                      ___, 20___ (the “Class A-2 Final Payment Date”) and the Redemption
Date, if any, selected pursuant to the Indenture.



     The Issuer will pay interest on this Note at One-Month LIBOR plus [___]% on each Payment Date
until the principal of this Note is paid or made available for payment, on the principal amount of
this Note outstanding on the preceding Payment Date (after giving effect to all payments of
principal made on the preceding Payment Date), or on the Closing Date in the case of the first
Payment Date or if no interest has yet been paid, subject to certain limitations contained in the
Indenture. Interest on this Class A-2 Note will accrue for each Payment Date from and including
the immediately preceding Payment Date (or, in the case of the first Payment Date, the Closing
Date), to but excluding such Payment Date and will be computed on the basis of the actual number of
days in the Interest Accrual Period with respect to the Class A-2 Notes



A-2-1









 







divided by 360. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.



     One-Month LIBOR means the rate per annum of deposits in United States dollars having a
one-month maturity that appears on Reuters Screen LIBOR01 Page as of the LIBOR Determination Date.
In the event that no rate for one-month dollar deposits appears on Reuters Screen LIBOR01 Page on
the applicable LIBOR Determination Date, the One-Month LIBOR shall be the arithmetic mean (rounded
upwards to the nearest one-sixteenth of 1%) of the rates at which one-month dollar deposits are
offered to the prime banks in the London interbank market by four major banks in that market
selected by the indenture trustee as of the LIBOR Determination Date and time specified above. If
fewer than two quotations are provided by such banks, then One-Month LIBOR shall be the arithmetic
mean (rounded upwards as above) of the rates at which one-month loans in United States dollars are
offered to leading European banks by three major banks in New York City selected by the indenture
trustee as of 11:00 a.m. New York City time on the applicable LIBOR Determination Date. If no such
quotation can be obtained, One-Month LIBOR for such payment date will be One-Month LIBOR for the
prior payment date.



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



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



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



A-2-2









 





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



	 	 	 	 	 	 	 
	Date:	 	HONDA AUTO RECEIVABLES 2008-2 OWNER
TRUST,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	DEUTSCHE BANK TRUST COMPANY DELAWARE, 
not in
its individual capacity but solely as Owner 


Trustee on behalf of the Trust,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






A-2-3









 






INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 	 	 
	Date:	 	U.S. BANK NATIONAL ASSOCIATION, not in its individual
capacity but solely as Indenture Trustee,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Authorized Signatory
	 	 






A-2-4









 






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



     The Class A-2 Notes are and will be equally and ratably secured by the collateral pledged as
security therefore, except as provided in the Indenture and the Sale and Servicing Agreement.



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



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



     As provided in the Indenture and subject to the limitations set forth therein and on the face
hereof, the transfer of this Note may be registered on the Note Register upon surrender of this
Note for registration of transfer at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or such Holder’s



A-2-5









 







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



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



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



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



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



A-2-6









 





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



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



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



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



A-2-7









 





ASSIGNMENT



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



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



 




(name and address of assignee)



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



 





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




	 	 	 	 	 
	Dated:

	 	 	 	*
	 

	 

	 	Signature Guaranteed:
	 	*
	 

	 	 









 




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




A-2-8









 










EXHIBIT B




FORM OF NOTE DEPOSITORY AGREEMENT

[To be attached]





B-1









 








EXHIBIT C




Servicing Criteria To Be Addressed In Assessment Of Compliance




     The assessment of compliance to be delivered by the Indenture Trustee, shall, subject to
Section 11.21 of this Indenture, be limited to, the criteria identified below as “Applicable
Servicing Criteria”:



	 	 	 	 	 
	Reference	 	Criteria	 	 
	 

	 	Cash Collection and Administration
	 	 
	 
	 	 	 	 
	1122(d)(2)(ii)

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

	 	Investor Remittances and Reporting	 	 
	 
	 	 	 	 
	1122(d)(3)(ii)

	 	Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and
other terms set forth in the transaction agreements.*	 	 
	 
	1122(d)(3)(iii)

	 	Disbursements made to an investor are posted within two
business days to the Servicer’s investor records, or such
other number of days specified in the transaction
agreements.	 	 
	 
	1122(d)(3)(iv)

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








 




			
	*	 	With respect to remittances.






C-1