Exhibit
4.1


 


EXECUTION
COPY




 


 





 


 


INDENTURE


 


 


Dated as of July 27,
2005


 


 


among


 


 


HSBC AUTOMOTIVE
TRUST 2005-2


Issuer,


 


 


U.S. BANK NATIONAL
ASSOCIATION


Indenture Trustee


 


 


and


 


 


HSBC BANK USA, NATIONAL ASSOCIATION


Administrator


 




 





 





















 


TABLE
OF CONTENTS


 


	
  ARTICLE I. Definitions and Incorporation by
  Reference

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1

  	
  Definitions

  	
   

  
	
  SECTION 1.2

  	
  Incorporation by Reference of the Trust Indenture
  Act

  	
   

  
	
  SECTION 1.3

  	
  Rules of Construction

  	
   

  
	
  SECTION 1.4

  	
  Action by or Consent of Noteholders and
  Certificateholders

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II. The Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1

  	
  Form; Amount Limited; Issuable in Series

  	
   

  
	
  SECTION 2.2

  	
  Execution, Authentication and Delivery

  	
   

  
	
  SECTION 2.3

  	
  Temporary Notes

  	
   

  
	
  SECTION 2.4

  	
  Registration; Registration of Transfer and Exchange

  	
   

  
	
  SECTION 2.5

  	
  Mutilated, Destroyed, Lost or Stolen Notes

  	
   

  
	
  SECTION 2.6

  	
  Persons Deemed Owner

  	
   

  
	
  SECTION 2.7

  	
  Payment of Principal and Interest; Defaulted
  Interest

  	
   

  
	
  SECTION 2.8

  	
  Cancellation

  	
   

  
	
  SECTION 2.9

  	
  Reserved

  	
   

  
	
  SECTION 2.10

  	
  Book-Entry Notes

  	
   

  
	
  SECTION 2.11

  	
  Notices to Clearing Agency

  	
   

  
	
  SECTION 2.12

  	
  Definitive Notes

  	
   

  
	
  SECTION 2.13

  	
  Final Distribution

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III. Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1

  	
  Payment of Principal and Interest

  	
   

  
	
  SECTION 3.2

  	
  Maintenance of Office or Agency

  	
   

  
	
  SECTION 3.3

  	
  Money for Payments to be Held in Trust

  	
   

  
	
  SECTION 3.4

  	
  Existence

  	
   

  
	
  SECTION 3.5

  	
  Protection of Series Trust Estate

  	
   

  
	
  SECTION 3.6

  	
  Opinions as to Series Trust Estate

  	
   

  
	
  SECTION 3.7

  	
  Performance of Obligations; Servicing of
  Receivables

  	
   

  
	
  SECTION 3.8

  	
  Negative Covenants

  	
   

  
	
  SECTION 3.9

  	
  Annual Statement as to Compliance

  	
   

  
	
  SECTION 3.10

  	
  Issuer May Consolidate, Etc. Only on Certain Terms

  	
   

  
	
  SECTION 3.11

  	
  Successor or Transferee

  	
   

  
	
  SECTION 3.12

  	
  No Other Business

  	
   

  
	
  SECTION 3.13

  	
  No Borrowing

  	
   

  
	
  SECTION 3.14

  	
  Master Servicer’s Obligations

  	
   

  
	
  SECTION 3.15

  	
  Guarantees, Loans, Advances and Other Liabilities

  	
   

  
	
  SECTION 3.16

  	
  Capital Expenditures

  	
   

  
	
  SECTION 3.17

  	
  Compliance with Laws

  	
   

  
	
  SECTION 3.18

  	
  Restricted Payments

  	
   

  
	
  SECTION 3.19

  	
  Notice of Events of Default

  	
   

  
	
  SECTION 3.20

  	
  Further Instruments and Acts

  	
   

  
	
  SECTION 3.21

  	
  Amendments of Master Sale and
  Servicing Agreement and Trust Agreement

  	
   

  
	
  SECTION 3.22

  	
  Income Tax Characterization

  	
   

  



 


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  ARTICLE IV. Satisfaction and
  Discharge

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1

  	
  Satisfaction and Discharge of
  Indenture

  	
   

  
	
  SECTION 4.2

  	
  Application of Trust Money

  	
   

  
	
  SECTION 4.3

  	
  Repayment of Monies Held by Note
  Paying Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V. Remedies

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1

  	
  Events of Default

  	
   

  
	
  SECTION 5.2

  	
  Collection of Indebtedness and
  Suits for Enforcement by Indenture Trustee

  	
   

  
	
  SECTION 5.3

  	
  Limitation of Suits

  	
   

  
	
  SECTION 5.4

  	
  Unconditional Rights of
  Noteholders To Receive Principal and Interest

  	
   

  
	
  SECTION 5.5

  	
  Restoration of Rights and Remedies

  	
   

  
	
  SECTION 5.6

  	
  Rights and Remedies Cumulative

  	
   

  
	
  SECTION 5.7

  	
  Delay or Omission Not a Waiver

  	
   

  
	
  SECTION 5.8

  	
  Limitation on Voting of Preferred
  Stock; Control by Noteholders

  	
   

  
	
  SECTION 5.9

  	
  Waiver of Past Defaults

  	
   

  
	
  SECTION 5.10

  	
  Undertaking for Costs

  	
   

  
	
  SECTION 5.11

  	
  Waiver of Stay or Extension Laws

  	
   

  
	
  SECTION 5.12

  	
  Action on Notes

  	
   

  
	
  SECTION 5.13

  	
  Performance and Enforcement of
  Certain Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI. The Indenture Trustee
  and the Administrator

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1

  	
  Duties of Indenture Trustee

  	
   

  
	
  SECTION 6.2

  	
  Rights of Indenture Trustee

  	
   

  
	
  SECTION 6.3

  	
  Individual Rights of Indenture
  Trustee

  	
   

  
	
  SECTION 6.4

  	
  Indenture Trustee’s Disclaimer

  	
   

  
	
  SECTION 6.5

  	
  Notice of Defaults

  	
   

  
	
  SECTION 6.6

  	
  Reports by Master Servicer to
  Holders

  	
   

  
	
  SECTION 6.7

  	
  Indenture Trustee Compensation and
  Indemnification

  	
   

  
	
  SECTION 6.8

  	
  Replacement of Indenture Trustee

  	
   

  
	
  SECTION 6.9

  	
  Successor Indenture Trustee by
  Merger

  	
   

  
	
  SECTION 6.10

  	
  Appointment of Co-Indenture
  Trustee or Separate Indenture Trustee

  	
   

  
	
  SECTION 6.11

  	
  Eligibility: Disqualification

  	
   

  
	
  SECTION 6.12

  	
  Preferential Collection of Claims
  Against Issuer

  	
   

  
	
  SECTION 6.13

  	
  Representations and Warranties of
  the Indenture Trustee

  	
   

  
	
  SECTION 6.14

  	
  Waiver of Setoffs

  	
   

  
	
  SECTION 6.15

  	
  No Consent to Certain Acts of
  Seller

  	
   

  
	
  SECTION 6.16

  	
  Duties, Liabilities and
  Limitations on Liability of Administrator.

  	
   

  
	
  SECTION 6.17

  	
  Administrator Compensation and
  Indemnification.

  	
   

  
	
  SECTION 6.18

  	
  Replacement of Administrator.

  	
   

  
	
  SECTION 6.19

  	
  Successor Administrator by Merger

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII. Noteholders’ Lists
  and Reports

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1

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

  	
   

  



 


ii





















 


	
  SECTION 7.2

  	
  Preservation of Information;
  Communications to Noteholders

  	
   

  
	
  SECTION 7.3

  	
  Reports by Issuer

  	
   

  
	
  SECTION 7.4

  	
  Reports by Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII. Accounts, Disbursements
  and Releases

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1

  	
  Collection of Money

  	
   

  
	
  SECTION 8.2

  	
  Release of Series Trust Estate

  	
   

  
	
  SECTION 8.3

  	
  Opinion of Counsel

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX. Amendments; the Series
  Supplement

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1

  	
  Amendments Without Consent of Noteholders

  	
   

  
	
  SECTION 9.2

  	
  Amendments With Consent of
  Noteholders

  	
   

  
	
  SECTION 9.3

  	
  Series Supplement Authorizing the
  Notes

  	
   

  
	
  SECTION 9.4

  	
  Execution of the Series Supplement

  	
   

  
	
  SECTION 9.5

  	
  Effect of Series Supplement

  	
   

  
	
  SECTION 9.6

  	
  Conformity With Trust Indenture
  Act

  	
   

  
	
  SECTION 9.7

  	
  Reference in Notes to the Series
  Supplement

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X. [Reserved]

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI. Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.1

  	
  Compliance Certificates and
  Opinions, etc.

  	
   

  
	
  SECTION 11.2

  	
  Form of Documents Delivered to
  Indenture Trustee

  	
   

  
	
  SECTION 11.3

  	
  Acts of Noteholders

  	
   

  
	
  SECTION 11.4

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

  	
   

  
	
  SECTION 11.5

  	
  Notices to Noteholders; Waiver

  	
   

  
	
  SECTION 11.6

  	
  Alternate Payment and Notice
  Provisions

  	
   

  
	
  SECTION 11.7

  	
  Conflict with TIA

  	
   

  
	
  SECTION 11.8

  	
  Effect of Headings and Table of
  Contents

  	
   

  
	
  SECTION 11.9

  	
  Successors and Assigns

  	
   

  
	
  SECTION 11.10

  	
  Separability

  	
   

  
	
  SECTION 11.11

  	
  Benefits of Indenture

  	
   

  
	
  SECTION 11.12

  	
  Legal Holidays

  	
   

  
	
  SECTION 11.13

  	
  GOVERNING LAW

  	
   

  
	
  SECTION 11.14

  	
  Counterparts

  	
   

  
	
  SECTION 11.15

  	
  Recording of Indenture

  	
   

  
	
  SECTION 11.16

  	
  Trust Obligation

  	
   

  
	
  SECTION 11.17

  	
  No Petition

  	
   

  
	
  SECTION 11.18

  	
  Limited Recourse.

  	
   

  
	
  SECTION 11.19

  	
  Inspection

  	
   

  
	
  SECTION 11.20

  	
  Limitation of Liability

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A —
  Form of Transferee Certificate

  	
   

  



 


iii





















 


INDENTURE dated as of July
27, 2005, among HSBC AUTOMOTIVE TRUST 2005-2, a Delaware statutory trust (the “Issuer”),
U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture
trustee (the “Indenture Trustee”) and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking
association, as administrator (the “Administrator”).


 


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


 


GRANTING CLAUSE


 


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


 


ARTICLE I.


 


Definitions and
Incorporation by Reference


 


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


 


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


 


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


 


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


 


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


 


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


 


1





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Delaware Trustee” has the meaning assigned to such
term in the Series Supplement.


 


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


 


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


 


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


 


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


 


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


 


2





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


5





















 


or the Owner Trustee, as
the case may be, customarily performing functions similar to those performed by
any of the above designated officers and having direct responsibility for the
administration of this Indenture.


 


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


 


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


 


“Series Supplement” means the Series Supplement, dated
as of July 27, 2005, among the Master Servicer, the Issuer, the Seller, the
Indenture Trustee, the Owner Trustee, the Delaware Trustee and the
Administrator, as such agreement may be amended or supplemented from time to
time.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Commission” means the Securities and Exchange Commission.


 


6





















 


“indenture securities” means the Notes.


 


“indenture security holder” means a Noteholder.


 


“indenture to be qualified” means this Indenture.


 


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


 


“obligor” on the indenture securities means the
Issuer.


 


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


 


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


 


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


 


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


 


(iii)                  “or”
is not exclusive;


 


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


 


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


 


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


 


7





















 


ARTICLE II.


 


The Notes


 


SECTION 2.1         Form; Amount Limited; Issuable in Series.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


8





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


9





















 


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


 


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


 


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


 


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


 


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


 


10





















 


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


 


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


 


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


 


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


 


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


 


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


 


11





















 


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


 


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


 


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


 


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


 


12





















 


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


 


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


 


SECTION 2.6         Persons Deemed Owner. 
Prior to due presentment for registration of transfer of any Note, the
Issuer, the Indenture Trustee, the Administrator, the Note Registrar and any
agent of any of them may treat the Person in whose name any Note is registered
(as of the Record Date) as the owner of such Note for the purpose of receiving
payments of principal of and interest, if any on such Note and for all other
purposes whatsoever, whether or not such Note be overdue, and none of the Issuer,
the Indenture Trustee, the Administrator, the Note Registrar or any agent of any
of them shall be affected by notice to the contrary.


 


SECTION 2.7         Payment of Principal and Interest; Defaulted Interest.


 


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


 


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


 


13





















 


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


 


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


 


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


 


SECTION 2.9         Reserved.


 


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


 


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


 


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


 


14





















 


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


 


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


 


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


 


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


 


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


 


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


 


15





















 


and (ii), and the
Indenture Trustee, in the case of (iii), shall notify all Note Owners, the
Master Servicer, the Indenture Trustee and the Administrator of the occurrence
of any such event and of the availability of Definitive Notes to Note Owners
requesting the same.  Upon surrender to
the Administrator of the typewritten Note or Notes representing the Book-Entry
Notes by the Clearing Agency, accompanied by registration instructions, the
Issuer shall execute, and upon the written direction of the Issuer the Administrator
shall authenticate, the Definitive Notes in accordance with the instructions of
the Clearing Agency.  None of the Issuer,
the Note Registrar, the Indenture Trustee or the Administrator shall be liable
for any delay in delivery of such instructions and may conclusively rely on,
and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Notes, the
Indenture Trustee, the Administrator and the Note Registrar shall recognize the
Holders of the Definitive Notes as Noteholders.


 


SECTION 2.13       Final Distribution.


 


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


 


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


 


16





















 


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


 


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


 


ARTICLE III.


 


Covenants


 


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


 


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


 


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


 


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


 


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


 


17





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


18





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


19





















 


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


 


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


 


(iv)                  enforce
any of the Series Trust Estate;


 


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


 


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


 


SECTION 3.6         Opinions as to Series Trust Estate.


 


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


 


(b)           On or before March 31 of each year,
beginning with March 31, 2006, the Master Servicer on behalf of the Issuer
shall furnish to the Indenture Trustee an Opinion of Counsel either stating
that, in the opinion of such counsel, such action has been taken with respect
to the recording, filing, re-recording and refiling of this Indenture, the
Series Supplement and any other requisite documents, with respect to the
execution and filing of any financing statements and continuation statements,
and with respect to the authentication of such records as are necessary to
maintain the lien and security interest created by this Indenture and the
Series Supplement and reciting the details of such action or stating that in
the opinion of such counsel no such action is necessary to maintain such lien
and security interest.  Such Opinion of
Counsel shall also describe the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents, the execution and filing of any financing statements and continuation
statements and the authentication of such records that will, in the opinion of
such counsel, be required to maintain the lien and security interest of this
Indenture and the Series Supplement until March 31 of the following year.


 


20





















 


SECTION 3.7         Performance of Obligations; Servicing of Receivables.


 


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


 


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


 


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


 


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


 


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


 


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


 


21





















 


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


 


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


 


SECTION 3.9         Annual Statement as to Compliance.  The Master Servicer on behalf of the Issuer
will deliver to the Indenture Trustee, on or before March 31 of each year
(commencing with March 31, 2006), and otherwise in compliance with the
requirements of TIA Section 314(a)(4) an Officer’s Certificate stating, as to
the Authorized Officer signing such Officer’s Certificate, that


 


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


 


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


 


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


 


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


 


22





















 


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


 


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


 


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


 


(iv)                  the
Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Indenture Trustee and the Owner Trustee) to the effect
that such transaction will not cause the Trust to be treated as an association
or publicly traded partnership taxable as a corporation for federal income tax
purposes, or cause the Notes to fail to qualify as debt for federal income tax
purposes;


 


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


 


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


 


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


 


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


 


23





















 


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


 


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


 


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


 


(iv)                  the
Issuer shall have received an Opinion of Counsel (and shall have delivered
copies thereof to the Indenture Trustee) to the effect that such transaction
will not cause the Trust to be treated as an association or publicly traded
partnership taxable as a corporation for federal income tax purposes, or cause
the Notes to fail to qualify as debt for federal income tax purposes;


 


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


 


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


 


SECTION 3.11       Successor or Transferee.


 


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


 


(b)           Upon a conveyance or transfer of all
the assets and properties of the Issuer pursuant to Section 3.10(b), HSBC
Automotive Trust 2005-2 will be released from every covenant and agreement of
this Indenture and the Series Supplement to be observed or performed on the
part of the Issuer with respect to the Notes immediately


 


24





















 


upon the delivery of written notice to the Indenture
Trustee stating that HSBC Automotive Trust 2005-2 is to be so released.


 


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


 


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


 


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


 


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


 


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


 


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


 


25





















 


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


 


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


 


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


 


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


 


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


 


ARTICLE IV.


 


Satisfaction and
Discharge


 


SECTION 4.1                      Satisfaction
and Discharge of Indenture.  This
Indenture shall cease to be of further effect with respect to the Notes except
as to (i) rights of registration of transfer and exchange, (ii) substitution of
mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
receive payments of principal thereof and


 


26





















 


interest thereon, (iv)
Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.20, 3.21 and 3.22, (v) the
rights and immunities of the Indenture Trustee and the Administrator hereunder
(including the rights of the Indenture Trustee and the Administrator under
Section 6.7 and Section 6.17 and the obligations of the Indenture Trustee and
the Administrator under Section 4.2) and (vi) the rights of the Secured Parties
as beneficiaries hereof with respect to the Series Trust Estate so deposited
with the Indenture Trustee or the Administrator payable to all or any of them,
and the Indenture Trustee, on written demand of and at the expense of the
Issuer, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to the Notes, when either


 


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


 


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


 


(i)                                     have
become due and payable,


 


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


 


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


 


and the Issuer, in the
case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be
irrevocably deposited with the Administrator cash or direct obligations of or
obligations guaranteed by the United States of America (which will mature prior
to the date such amounts are payable), in trust for such purpose, in an amount
sufficient to pay and discharge the entire indebtedness on such Notes not
theretofore delivered to the Administrator for cancellation when due on the
Final Scheduled Distribution Date or tender date (if Notes shall have been
called for redemption or tender pursuant to the Series Supplement), as the case
may be.


 


SECTION 4.2                      Application
of Trust Money.  All monies deposited
with the Indenture Trustee and/or the Administrator pursuant to Section 4.1
hereof shall


 


27





















 


be held in trust and
applied by it, in accordance with the provisions of the Notes, this Indenture
and the Series Supplement, to the payment, either directly or through any Note
Paying Agent, as the Indenture Trustee and/or the Administrator, as the case
may be, may determine, to the Secured Parties for the payment or redemption of
which such monies have been deposited with the Indenture Trustee and/or the
Administrator, as the case may be, of all sums due and to become due thereon
for principal and interest; but such monies need not be segregated from other
funds except to the extent required herein or in the Master Sale and Servicing
Agreement or required by law.


 


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


 


ARTICLE V.


 


Remedies


 


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


 


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


 


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


 


(b)                             If
an Event of Default occurs and is continuing with respect to a Series, the
Indenture Trustee may in its discretion proceed to protect and enforce the
rights of the Secured Parties by such appropriate Proceedings as the Indenture
Trustee shall deem most effective to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or the Series Supplement or


 


28





















 


in aid of the exercise of any power granted herein, or
to enforce any other proper remedy or legal or equitable right vested in the
Indenture Trustee by this Indenture, the Series Supplement or by law.


 


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


 


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


 


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


 


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


 


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


 


and any trustee, receiver, liquidator, custodian or
other similar official in any such proceeding is hereby authorized by the
Secured Parties to make payments to the Indenture Trustee, and, in the event
that the Indenture Trustee shall consent to the making


 


29





















 


of payments directly to the Secured Parties, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation
to the Indenture Trustee, each predecessor Indenture Trustee and their
respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of negligence or bad faith.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


30





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)                              Notwithstanding
any provision of any Related Document to the contrary, the Indenture Trustee
shall hold the Class SV Preferred Stock in trust for the benefit of the Secured
Parties and shall vote such stock only pursuant to the written instructions of
the Holders of a majority of the Outstanding Amount of the Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


32





















 


Amount of the Notes or (c)
any suit instituted by any Noteholder for the enforcement of the payment of
principal of or interest on any Note on or after the respective due dates
expressed in such Note and in this Indenture and the Series Supplement.


 


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


 


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


 


SECTION 5.13                Performance
and Enforcement of Certain Obligations.


 


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


 


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


 


33





















 


and Servicing Agreement, and any right of the Issuer
to take such action shall be suspended.


 


ARTICLE VI.


 


The Indenture
Trustee and the Administrator


 


SECTION 6.1                      Duties
of Indenture Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


34





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


35





















 


SECTION 6.2                      Rights
of Indenture Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


36





















 


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


 


(h)                             The
right of the Indenture Trustee to perform any discretionary act enumerated in
this Indenture shall not be construed as a duty, and the Indenture Trustee
shall not be answerable for other than its negligence or willful misconduct in
the performance of such act.  For
purposes of clarification, the Indenture Trustee shall be under no obligation
hereunder to monitor the perfection of any security interest or the filing of
any financing statement or continuation statement in connection therewith.


 


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


 


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


 


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


 


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


 


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


 


SECTION 6.5                      Notice
of Defaults.  If an Event of Default
occurs and is continuing and if it is either actually known by, or written
notice of the existence thereof has been delivered to, a Responsible Officer of
the Indenture Trustee, the Indenture Trustee shall mail to each Noteholder
notice of the Event of Default within 90 days after


 


37





















 


such knowledge or notice
occurs.  Except in the case of an Event
of Default in payment of principal of or interest on any Note, the Indenture
Trustee may withhold the notice to Noteholders if and so long as a committee of
its Responsible Officers in good faith determines that withholding the notice
is in the interests of Noteholders.


 


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


 


SECTION 6.7                      Indenture
Trustee Compensation and Indemnification.


 


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


 


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


 


38





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(vi)                                                  the
rating assigned to the long-term unsecured debt obligations of the Indenture
Trustee by the Rating Agencies shall be lowered below the rating


 


39





















 


of “BBB”, “Baa2” or equivalent rating or be withdrawn by either of the
Rating Agencies.


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)                              
Notwithstanding any other provisions of this Indenture, at any time, for the
purpose of meeting any legal requirement of any jurisdiction in which any part
of the Trust may at the time be located, the Indenture Trustee shall have the
power and may execute and deliver all instruments to appoint one or more
Persons to act as a


 


40





















 


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


 


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


 


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


 


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


 


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


 


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


 


(d)                             Any
separate trustee or co-trustee may at any time constitute the Indenture
Trustee, its agent or attorney-in-fact with full power and authority, to the extent


 


41





















 


not prohibited by law, to do any lawful act under or
in respect of this Indenture on its behalf and in its name.  If any separate trustee or co-trustee shall
die, dissolve, become insolvent, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall vest
in and be exercised by the Indenture Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


(d)                             Valid
and Binding Indenture.  The Indenture
Trustee has duly executed and delivered this Indenture, the Series Supplement
and each other Related Document to which it is a party, and each of this
Indenture, the Series Supplement and each other Related Document constitutes
the legal, valid and binding obligation of the Indenture Trustee enforceable
against the Indenture Trustee in accordance with its terms,


 


42





















 


except as (i) such enforceability may be limited by
bankruptcy, insolvency, reorganization and similar laws relating to or
affecting the enforcement of creditors’ rights generally and (ii) the
availability of equitable remedies may be limited by equitable principles of
general applicability.


 


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


 


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


 


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


 


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


 


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


 


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


 


(d)                             The
Administrator shall be obligated to make payments pursuant to the terms of the Basic
Documents only if, and only to the extent that, sufficient funds are


 


43





















 


available therefor in the Collection Account.  In no event shall the Administrator, in its
capacity as Administrator, Note Paying Agent or Certificate Paying Agent or in
its individual capacity, be liable for any such payments.


 


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


 


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


 


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


 


SECTION 6.17                Administrator
Compensation and Indemnification.


 


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


 


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


 


44





















 


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


 


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


 


SECTION 6.18                Replacement
of Administrator.


 


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


 


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


 


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


 


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


 


(d)                             the
Administrator otherwise becomes incapable of acting.


 


If the Administrator resigns or is removed or if a
vacancy exists in the office of Administrator for any reason (the Administrator
in such event being referred to herein as the retiring Administrator), the
Issuer shall promptly, but in no event later than 30 days after such removal or
resignation, appoint a successor Administrator.


 


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


 


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


 


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


 


SECTION 6.19                Successor
Administrator by Merger.


 


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


 


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


 


ARTICLE VII.


 


Noteholders’ Lists
and Reports


 


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


 


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


 


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


 


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


 


SECTION 7.3                      Reports
by Issuer.


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 7.4                      Reports
by Indenture Trustee.  If required by
TIA § 313(a), within 60 days after each March 31 beginning with March 31,
2006 the Indenture Trustee shall mail to each Noteholder as required by TIA
§ 313(c) a brief report dated as of such date that complies with TIA
§ 313(a).  The Indenture Trustee
also shall comply with TIA § 313(b).


 


47





















 


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


 


ARTICLE VIII.


 


Accounts,
Disbursements and Releases


 


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


 


SECTION 8.2                      Release
of Series Trust Estate.


 


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


 


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


 


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SECTION 8.3                      Opinion
of Counsel.  The Indenture Trustee
shall receive at least seven days’ notice when requested by the Issuer to take
any action pursuant to Section 8.2(a), accompanied by copies of any instruments
involved, and the Indenture Trustee shall also require as a condition to such
action, an Opinion of Counsel, stating the legal effect of any such action,
outlining the steps required to complete the same, and concluding that all
conditions precedent to the taking of such action have been complied with and
such action will not materially and adversely impair the security for the Notes
or the rights of the Secured Parties in contravention of the provisions of this
Indenture; provided, however, that such Opinion of Counsel shall
not be required to express an opinion as to the fair value of the Series Trust
Estate.  Counsel rendering any such
opinion may rely, without independent investigation, on the accuracy and
validity of any certificate or other instrument delivered to the Indenture
Trustee in connection with any such action.


 


ARTICLE IX.


 


Amendments; the
Series Supplement


 


SECTION 9.1                      Amendments
Without Consent of Noteholders.


 


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


 


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


 


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


 


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


 


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


 


(v)                                                     to
cure any ambiguity, to correct or supplement any provision herein or in the
Series Supplement which may be inconsistent with any other provision herein or
in the Series Supplement or to make any other provisions with respect to
matters or questions arising under this Indenture or in the Series


 


49





















 


Supplement; provided that such action shall not, as evidenced by
an Opinion of Counsel, adversely affect the interests of the Holders of the
Notes;


 


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


 


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


 


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


 


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


 


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


 


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


 


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(ii)                                  impair
the right to institute suit for the enforcement of the provisions of this
Indenture requiring the application of funds available therefor, as provided in
Article V, to the payment of any such amount due on the Notes on or after the
respective due dates thereof;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 9.3                      Series
Supplement Authorizing the Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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ARTICLE X.


 


[Reserved]


 


ARTICLE XI.


 


Miscellaneous


 


SECTION 11.1                Compliance
Certificates and Opinions, etc.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 11.3                Acts
of Noteholders.


 


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


 


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the Noteholders signing such instrument or
instruments.  Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.1) conclusive in
favor of the Indenture Trustee, the Administrator and the Issuer, if made in
the manner provided in this Section.


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)                              The
Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for
every purpose hereunder if personally delivered, delivered by facsimile or
overnight courier or mailed first class, and shall be deemed to have been duly
given upon receipt to the Issuer addressed to: 
HSBC Automotive Trust 2005-2, in care of the Owner Trustee at its
Corporate Trust Office, or at any other address previously furnished in writing
to the Indenture Trustee by the Issuer.  Each
of the Issuer and the Administrator shall promptly transmit any notice received
by it from the Noteholders to the Indenture Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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federal or state
bankruptcy or similar law in connection with any obligations relating to the
Notes, this Indenture or any of the Basic Documents or any of the Related
Documents.


 


SECTION 11.18          Limited
Recourse.


 


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


 


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


 


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


 


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


 


60





















 


expressed or implied
contained herein, all such liability, if any, being expressly waived by the
parties to this Indenture and by any person claiming by, through or under them
and (d) under no circumstances shall the Owner Trustee be personally liable for
the payment of any indebtedness or expenses of the Issuer or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaking by the Issuer under this Indenture or any related documents.


 


[Signature Page Follows]


 


61





















 


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


 


	
   

  	
  HSBC AUTOMOTIVE TRUST
  2005-2

  
	
   

  	
   

  
	
   

  	
  By:

  	
  THE BANK OF NEW YORK,

  
	
   

  	
   

  	
  not in its individual
  capacity but solely as

  Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Palladino

  	
   

  
	
   

  	
   

  	
  Name: Michael Palladino

  
	
   

  	
   

  	
  Title: Assistant
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL
  ASSOCIATION, not in

  its individual capacity but solely as Indenture

  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia M. Child

  	
   

  
	
   

  	
   

  	
  Name: Patricia M. Child

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HSBC BANK USA, NATIONAL
  ASSOCIATION,

  
	
   

  	
  as Administrator

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susie Moy

  	
   

  
	
   

  	
   

  	
  Name: Susie Moy

  
	
   

  	
   

  	
  Title: Vice President

  
					



 





















 


Exhibit A


 


FORM OF TRANSFEREE
CERTIFICATE


 


 


Pursuant to Section 2.4 of the Indenture dated as of July
27, 2005 between HSBC Automotive Trust 2005-2, U.S. Bank National Association, a
national banking association, and HSBC Bank USA, National Association, a
national banking association,                             
(the “Transferee”) hereby certifies on the date hereof that either (check
appropriate certification):


 


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


 


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


 


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  [Name of Transferee]