Indenture between Superior Wholesale Inventory Financing Trust XI & Bank of NY



 Exhibit 4.1 
  

EXECUTION COPY 
  
 SUPERIOR WHOLESALE INVENTORY FINANCING TRUST XI 
  
 Asset Backed Term Notes 
 Asset Backed
Revolving Notes 
  

  
 INDENTURE 
  
 Dated as of February 24, 2005 
  

  
 The Bank of New York, 
 a New York Banking Corporation, 
 Indenture Trustee 
  









  
 CROSS-REFERENCE TABLE

  

							
	 	 	 TIA
Section

	  	 	  	 Indenture
Section


	 	 	 310      (a)(1)
	  	 	  	6.11
	 	 	             (a)(2)
	  	 	  	6.11
	 	 	             (a)(3)
	  	 	  	6.10
	 	 	             (a)(4)
	  	 	  	6.14
	 	 	             (b)
	  	 	  	6.11
	 	 	             (c)
	  	 	  	N.A.
	 	 	 311      (a)
	  	 	  	6.12
	 	 	             (b)
	  	 	  	6.12
	 	 	             (c)
	  	 	  	N.A.
	 	 	 312      (a)
	  	 	  	7.1, 7.2
	 	 	             (b)
	  	 	  	7.2
	 	 	             (c)
	  	 	  	7.2
	 	 	 313      (a)
	  	 	  	7.4(a), 7.4(b)
	 	 	             (b)(1)
	  	 	  	7.4(a)
	 	 	             (b)(2)
	  	 	  	7.4(a)
	 	 	             (c)
	  	 	  	7.4(a)
	 	 	             (d)
	  	 	  	7.4(a)
	 	 	 314      (a)
	  	 	  	7.3(a), 3.9
	 	 	             (b)
	  	 	  	3.6
	 	 	             (c)(1)
	  	 	  	2.1, 2.9, 4.1, 11.1(a)
	 	 	             (c)(2)
	  	 	  	2.1, 2.9, 4.1, 11.1(a)
	 	 	             (c)(3)
	  	 	  	2.9, 4.1, 11.1(a)
	 	 	             (d)
	  	 	  	2.9, 11.1(b)
	 	 	             (e)
	  	 	  	11.1(a)
	 	 	             (f)
	  	 	  	11.1(a)
	 	 	 315      (a)
	  	 	  	6.1(b)
	 	 	             (b)
	  	 	  	6.5
	 	 	             (c)
	  	 	  	6.1(a)
	 	 	             (d)
	  	 	  	6.2, 6.1(c)
	 	 	             (e)
	  	 	  	5.13
	 	 	 316      (a) last sentence
	  	 	  	1.1
	 	 	             (a)(1)(A)
	  	 	  	5.11
	 	 	             (a)(1)(B)
	  	 	  	5.12
	 	 	             (a)(2)
	  	 	  	Omitted
	 	 	 316      (b), (c)
	  	 	  	5.7
	 	 	 317      (a)(1)
	  	 	  	5.3(b)
	 	 	             (a)(2)
	  	 	  	5.3(d)
	 	 	             (b)
	  	 	  	3.3
	 	 	 318      (a)
	  	 	  	11.7
	
	N.A. means Not Applicable.
	
	Note: This cross reference table shall not, for any purpose, be deemed to be part of this Indenture.

  









 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page


	 ARTICLE I
	  	 
	 DEFINITIONS AND INCORPORATION BY REFERENCE
	  	2
	 SECTION 1.1
	  	 Definitions
	  	2
	 SECTION 1.2
	  	 Incorporation by Reference of Trust Indenture Act
	  	2
		
	 ARTICLE II
	  	 
	 THE NOTES
	  	2
	 SECTION 2.1
	  	 Issuance of Notes; Execution, Authentication and Delivery
	  	2
	 SECTION 2.2
	  	 Form of Notes and Authentication Agent’s Certificate of Authentication
	  	5
	 SECTION 2.3
	  	 Temporary Notes
	  	6
	 SECTION 2.4
	  	 Registration; Registration of Transfer and Exchange of Notes
	  	6
	 SECTION 2.5
	  	 Mutilated, Destroyed, Lost or Stolen Notes
	  	8
	 SECTION 2.6
	  	 Persons Deemed Noteholders
	  	8
	 SECTION 2.7
	  	 Payment of Principal and Interest
	  	9
	 SECTION 2.8
	  	 Cancellation of Notes
	  	10
	 SECTION 2.9
	  	 Release of Collateral
	  	10
	 SECTION 2.10
	  	 Book-Entry Notes
	  	10
	 SECTION 2.11
	  	 Notices to Clearing Agency
	  	11
	 SECTION 2.12
	  	 Definitive Term Notes
	  	11
	 SECTION 2.13
	  	 Seller as Noteholder
	  	12
	 SECTION 2.14
	  	 Tax Treatment
	  	12
	 SECTION 2.15
	  	 Special Terms Applicable to Subsequent Transfers of Certain Notes
	  	 
	 SECTION 2.16
	  	 CUSIP Numbers
	  	13
		
	 ARTICLE III
	  	 
	 COVENANTS
	  	13
	 SECTION 3.1
	  	 Payment of Principal and Interest
	  	13
	 SECTION 3.2
	  	 Maintenance of Agency Office
	  	13
	 SECTION 3.3
	  	 Money for Payments To Be Held in Trust
	  	14
	 SECTION 3.4
	  	 Existence
	  	15
	 SECTION 3.5
	  	 Protection of Trust Estate; Acknowledgment of Pledge
	  	16
	 SECTION 3.6
	  	 Opinions as to Trust Estate
	  	16
	 SECTION 3.7
	  	 Performance of Obligations; Servicing of Receivables
	  	17
	 SECTION 3.8
	  	 Negative Covenants
	  	18
	 SECTION 3.9
	  	 Annual Statement as to Compliance
	  	18
	 SECTION 3.10
	  	 Consolidation, Merger, etc., of Issuer; Disposition of Trust Assets
	  	19
	 SECTION 3.11
	  	 Successor or Transferee
	  	21
	 SECTION 3.12
	  	 No Other Business
	  	21
	 SECTION 3.13
	  	 No Borrowing
	  	21
	 SECTION 3.14
	  	 Guarantees, Loans, Advances and Other Liabilities
	  	21

  

 i 









					
	 SECTION 3.15
	  	 Servicer’s Obligations
	  	21
	 SECTION 3.16
	  	 Capital Expenditures
	  	21
	 SECTION 3.17
	  	 Removal of Administrator
	  	21
	 SECTION 3.18
	  	 Restricted Payments
	  	22
	 SECTION 3.19
	  	 Notice of Events of Default
	  	22
	 SECTION 3.20
	  	 Further Instruments and Acts
	  	22
	 SECTION 3.21
	  	 Trustee’s Assignment of Interests in Certain Receivables
	  	22
	 SECTION 3.22
	  	 Representations and Warranties by the Issuer to the Indenture Trustee
	  	23
		
	 ARTICLE IV
	  	 
	 SATISFACTION AND DISCHARGE
	  	23
	 SECTION 4.1
	  	 Satisfaction and Discharge of Indenture
	  	23
	 SECTION 4.2
	  	 Application of Trust Money
	  	24
	 SECTION 4.3
	  	 Repayment of Monies Held by Paying Agent
	  	24
	 SECTION 4.4
	  	 Duration of Position of Indenture Trustee
	  	24
		
	 ARTICLE V
	  	 
	 DEFAULT AND REMEDIES
	  	25
	 SECTION 5.1
	  	 Events of Default
	  	25
	 SECTION 5.2
	  	 Acceleration of Maturity; Rescission and Annulment
	  	26
	 SECTION 5.3
	  	 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee
	  	27
	 SECTION 5.4
	  	 Remedies; Priorities
	  	29
	 SECTION 5.5
	  	 Optional Preservation of the Trust Estate
	  	30
	 SECTION 5.6
	  	 Limitation of Suits
	  	30
	 SECTION 5.7
	  	 Rights of Noteholders To Receive Principal and Interest
	  	31
	 SECTION 5.8
	  	 Restoration of Rights and Remedies
	  	31
	 SECTION 5.9
	  	 Rights and Remedies Cumulative
	  	31
	 SECTION 5.10
	  	 Delay or Omission Not a Waiver
	  	31
	 SECTION 5.11
	  	 Control by Noteholders
	  	32
	 SECTION 5.12
	  	 Waiver of Past Defaults
	  	32
	 SECTION 5.13
	  	 Undertaking for Costs
	  	32
	 SECTION 5.14
	  	 Waiver of Stay or Extension Laws
	  	33
	 SECTION 5.15
	  	 Action on Notes
	  	33
	 SECTION 5.16
	  	 Performance and Enforcement of Certain Obligations
	  	33
		
	 ARTICLE VI
	  	 
	 THE INDENTURE TRUSTEE
	  	34
	 SECTION 6.1
	  	 Duties of Indenture Trustee
	  	34
	 SECTION 6.2
	  	 Rights of Indenture Trustee
	  	36
	 SECTION 6.3
	  	 Indenture Trustee May Own Notes
	  	37
	 SECTION 6.4
	  	 Indenture Trustee’s Disclaimer
	  	37
	 SECTION 6.5
	  	 Notice of Defaults
	  	37
	 SECTION 6.6
	  	 Reports by Indenture Trustee to Holders
	  	37
	 SECTION 6.7
	  	 Compensation; Indemnity
	  	37
	 SECTION 6.8
	  	 Replacement of Indenture Trustee
	  	38

  

 ii 









					
	 SECTION 6.9
	  	 Merger or Consolidation of Indenture Trustee
	  	39
	 SECTION 6.10
	  	 Appointment of Co-Indenture Trustee or Separate Indenture Trustee
	  	39
	 SECTION 6.11
	  	 Eligibility; Disqualification
	  	40
	 SECTION 6.12
	  	 Preferential Collection of Claims Against Issuer
	  	41
	 SECTION 6.13
	  	 Representations and Warranties of Indenture Trustee
	  	41
	 SECTION 6.14
	  	 Indenture Trustee May Enforce Claims Without Possession of Notes
	  	42
	 SECTION 6.15
	  	 Suit for Enforcement
	  	42
	 SECTION 6.16
	  	 Rights of Noteholders to Direct Indenture Trustee
	  	42
		
	 ARTICLE VII
	  	 
	 NOTEHOLDERS’ LISTS AND REPORTS
	  	42
	 SECTION 7.1
	  	 Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders
	  	42
	 SECTION 7.2
	  	 Preservation of Information, Communications to Noteholders
	  	42
	 SECTION 7.3
	  	 Reports by Issuer
	  	43
	 SECTION 7.4
	  	 Reports by Indenture Trustee
	  	43
		
	 ARTICLE IX
	  	 
	 ACCOUNTS, DISBURSEMENTS AND RELEASES
	  	44
	 SECTION 8.1
	  	 Collection of Money
	  	44
	 SECTION 8.2
	  	 Designated Accounts; Payments
	  	44
	 SECTION 8.3
	  	 General Provisions Regarding Designated Accounts
	  	44
	 SECTION 8.4
	  	 Release of Trust Estate
	  	45
	 SECTION 8.5
	  	 Opinion of Counsel
	  	45
		
	 ARTICLE IX
	  	 
	 SUPPLEMENTAL INDENTURES
	  	46
	 SECTION 9.1
	  	 Supplemental Indentures Without Consent of Noteholders
	  	46
	 SECTION 9.2
	  	 Supplemental Indentures With Consent of Noteholders
	  	47
	 SECTION 9.3
	  	 Execution of Supplemental Indentures
	  	48
	 SECTION 9.4
	  	 Effect of Supplemental Indenture
	  	49
	 SECTION 9.5
	  	 Conformity with Trust Indenture Act
	  	49
	 SECTION 9.6
	  	 Reference in Notes to Supplemental Indentures
	  	49
		
	 ARTICLE X
	  	 
	 REDEMPTION OF TERM NOTES
	  	49
	 SECTION 10.1
	  	 Redemption
	  	49
	 SECTION 10.2
	  	 Form of Redemption Notice
	  	49
	 SECTION 10.3
	  	 Term Notes Payable on Redemption Date
	  	50
		
	 ARTICLE XI
	  	 
	 MISCELLANEOUS
	  	50
	 SECTION 11.1
	  	 Compliance Certificates and Opinions, etc.
	  	50
	 SECTION 11.2
	  	 Form of Documents Delivered to Indenture Trustee
	  	52
	 SECTION 11.3
	  	 Acts of Noteholders
	  	53

  

 iii 









					
	 SECTION 11.4
	  	 Notices, etc., to Indenture Trustee, Issuer and Rating Agencies
	  	53
	 SECTION 11.5
	  	 Notices to Noteholders; Waiver
	  	54
	 SECTION 11.6
	  	 Alternate Payment and Notice Provisions
	  	54
	 SECTION 11.7
	  	 Conflict with Trust Indenture Act
	  	54
	 SECTION 11.8
	  	 Effect of Headings and Table of Contents
	  	55
	 SECTION 11.9
	  	 Successors and Assigns
	  	55
	 SECTION 11.10
	  	 Severability
	  	55
	 SECTION 11.11
	  	 Benefits of Indenture
	  	55
	 SECTION 11.12
	  	 Legal Holidays
	  	55
	 SECTION 11.13
	  	 GOVERNING LAW
	  	55
	 SECTION 11.14
	  	 Counterparts
	  	55
	 SECTION 11.15
	  	 Recording of Indenture
	  	55
	 SECTION 11.16
	  	 No Recourse
	  	56
	 SECTION 11.17
	  	 No Petition
	  	56
	 SECTION 11.18
	  	 Inspection
	  	57

  

			
	 EXHIBIT A
	 	 Form of Transfer Certificate

	 EXHIBIT B
	 	 Form of Undertaking Letter

	 APPENDIX A
	 	 Additional Representations and Warranties


  

 iv 








 INDENTURE, dated as of February 24, 2005, between SUPERIOR WHOLESALE INVENTORY FINANCING TRUST XI, a
Delaware statutory trust (the “Issuer” or the “Trust”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee and not in its individual capacity (the “Indenture Trustee”). 

 
 Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Notes and (only to the extent expressly provided herein) the Certificates: 
  
 GRANTING CLAUSE 
  
 The Issuer hereby grants to the Indenture Trustee, as trustee for the benefit of the Noteholders and (only to the extent expressly provided herein) the
Certificateholders, all of the Issuer’s right, title and interest in, to and under (a) all Eligible Receivables, all Collateral Security with respect thereto, all monies due or to become due thereon and all amounts received with respect thereto
and all proceeds thereof (including “proceeds” as defined in the UCC and Recoveries), (b) all Cash Accumulation Accounts and all Distribution Accounts with respect to Notes, (c) the Trust Sale and Servicing Agreement (including the rights
of Wholesale Auto Receivables Corporation (the “Seller”) under the Pooling and Servicing Agreement assigned to the Issuer pursuant to the Trust Sale and Servicing Agreement), (d) any Specified Support Arrangement, including the
right to receive payments thereunder and (e) any proceeds of any of the foregoing (collectively with the items described in clauses (a), (b), (c) and (d), the “Issuer Collateral”). 
  
 The Seller has granted a security interest in each SWIFT XI Reserve Fund to
the Indenture Trustee pursuant to the terms of the Trust Sale and Servicing Agreement (the “Seller Collateral,” and collectively with the Issuer Collateral, the “Collateral”). 
  
 The foregoing grant is made in trust to secure the payment of principal of
and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction (except as otherwise provided in any Officer’s Issuance Certificate or supplement hereto), to secure (only to
the extent expressly provided herein) distributions of Certificate Balance with respect to and interest on the Certificates, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. This Indenture
constitutes a security agreement under the UCC. 
  
 The foregoing
grant includes all rights, powers and options (but none of the obligations, if any) of the Issuer under any agreement or instrument included in the Collateral, including the immediate and continuing right to claim for, collect, receive and give
receipt for principal and interest payments in respect of the Receivables included in the Collateral and all other monies payable under the Collateral, 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 Issuer or otherwise and generally to do and receive anything that the Issuer is or may be entitled to do or receive under or with respect to the Collateral. 
  









 The Indenture Trustee, as trustee on behalf of the Noteholders and (only to the extent expressly provided
herein) the Certificateholders, acknowledges such grant and accepts the trusts under this Indenture in accordance with the provisions of this Indenture. 
  
 ARTICLE I 
 DEFINITIONS AND
INCORPORATION BY REFERENCE 
  
 SECTION 1.1 Definitions.
Certain capitalized terms used in this Indenture shall have the respective meanings assigned them in Part I of Appendix A to the Trust Sale and Servicing Agreement dated as of the date hereof (as amended from time to time, the “Trust Sale
and Servicing Agreement”) among the Issuer, the Seller and General Motors Acceptance Corporation (“GMAC”). All references herein to “this Indenture” are to this Indenture as it may be amended, supplemented or
modified from time to time, and all references herein to Articles, Sections, subsections and exhibits are to Articles, Sections, subsections and exhibits of this Indenture unless otherwise specified. All terms defined in this Indenture shall have
the defined meanings when used in any certificate, notice, Note or other document made or delivered pursuant hereto unless otherwise defined therein. The rules of construction set forth in Part II of such Appendix A shall be applicable to this
Indenture. 
  
 SECTION 1.2 Incorporation by Reference of Trust
Indenture Act. Whenever this Indenture refers to a provision of the TIA, such provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: 
  
 “Commission” means the Securities and Exchange Commission.

  
 “indenture securities” means the Notes. 

 
 “indenture trustee” means the Indenture Trustee. 
  
 “obligor” on the indenture securities means the Issuer and any
other obligor on the indenture securities. 
  
 All other TIA terms
used in this Indenture that are defined by the TIA, defined by reference to another statute or defined by a Commission rule have the respective meanings assigned to them by such definitions. 
  
 ARTICLE II 
 THE NOTES 
  
 SECTION 2.1 Issuance of Notes; Execution, Authentication and Delivery. 
  
 (a) Term Notes and Revolving Notes may be issued by the Issuer upon execution of this Indenture in accordance with the terms and conditions authorized by or pursuant to an Officer’s Issuance Certificate. The Term
Notes will be issued in only one series. The Revolving Notes will be issued in two series. The aggregate principal amount of the Revolving Notes and the Term Notes of all series that may be authenticated and delivered and outstanding under this
Indenture is not limited. 
  

 2 








 (b) The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature
of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile 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 office prior to the authentication and delivery of such Notes or did not hold such office at the date of such Notes. 
  
 (c) Prior to or concurrently with the delivery of any Note to the Indenture Trustee for authentication, the Seller shall
execute and deliver to the Indenture Trustee, or cause to be executed and delivered to the Indenture Trustee, an Officer’s Issuance Certificate and an Opinion of Counsel. 
  
 (i) The Officer’s Issuance Certificate shall set forth, in addition to all other requirements of such
certificate: 
  
 (A) the designation of the
particular series (which shall distinguish such series from all other series); 
  
 (B) the aggregate principal amount of the series which may be authenticated and delivered under this Indenture (except for Notes
authenticated and delivered upon registration and transfer of, or in exchange for, or in lieu of, other Notes of such series pursuant to this Indenture); 
  
 (C) the amount of or method for determining principal payments and the timing of such payments, including the Targeted Final Payment Date,
if any, and the Stated Final Payment Date; 
  
 (D) the rate or rates at which the Notes of such series shall bear interest, if any, or the initial interest rate and the method for determining subsequent interest rates, the date or dates from which such interest shall accrue, the date or
dates on which such interest shall be payable and the record date or dates for the interest payable; 
  
 (E) the obligations or rights, if any, of the Issuer to redeem or purchase Term Notes of such series or other redemption provisions and
the price or prices at which, and the terms and conditions upon which, Term Notes of such series shall be redeemed or purchased; 
  
 (F) if other than the principal amount thereof, the portion of the principal amount of Notes of such series which shall be payable upon
acceleration of the maturity thereof; 
  
 (G)
without limiting the generality of the foregoing, and to the extent applicable, the extent to which payments on the Notes are senior, subordinate or pari passu in right of payment of principal and interest to other Notes; 

 

 3 








 (H) without limiting the generality of the foregoing, if the Notes of such series are
Revolving Notes, the Revolver Interest Rate and the Specified Maximum Revolver Balance; 
  
 (I) whether and the extent to which Section 2.15 shall apply and, if the Notes of such series are Term Notes, whether such Notes
will be issued as Book-Entry Notes and whether such Notes will be issued in bearer or registered form; and 
  
 (J) any other terms or provisions of such series which may supersede the provisions of this Indenture. 
  
 The terms of each series of Notes as provided for in an Officer’s Issuance Certificate
are part of the terms of this Indenture. 
  
 (ii)
The Opinion of Counsel shall provide, in addition to all other requirements of such opinion: 
  
 (A) that the form and terms of such Notes have been established by or pursuant to an Officer’s Issuance Certificate in conformity
with the terms of this Indenture; 
  
 (B) that
Notes in such form, when completed by appropriate insertions and executed and delivered by the Issuer to the Authentication Agent for authentication in accordance with this Indenture, authenticated and delivered by the Authentication Agent in
accordance with this Indenture and sold in the manner specified in such Opinion of Counsel, will be valid and legally binding obligations of the Issuer; 
  
 (C) that no approval, authorization, consent or order of any court or governmental agency or body which has not already been obtained or
given is required in connection with the valid and proper authorization, issuance and sale of such series of Notes pursuant to this Indenture subject to certain exceptions, including but not limited to, state securities and Blue Sky laws and routine
renewals of existing licenses and payments; and 
  
 (D) for such other matters as the Authentication Agent may reasonably request. 
  
 (d) Upon execution and delivery of an Officer’s Issuance Certificate and Opinion of Counsel to the Indenture Trustee, the Indenture Trustee or, if provided in an Officer’s Issuance Certificate, with respect
to a series of Notes, an authentication agent for such series of Notes acting on behalf of the Indenture Trustee (the Indenture Trustee or other person authenticating such Notes, the “Authentication Agent”) shall thereupon authenticate and
deliver the related Notes to or upon the written order of the Issuer, signed by any Authorized Officer. 
  

 4 








 SECTION 2.2 Form of Notes and Authentication Agent’s Certificate of Authentication.

  
 (a) The Notes shall be in the forms provided from time to time
by or pursuant to an Officer’s Issuance Certificate in accordance with the terms of this Indenture and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or
engraved thereon as the Issuer may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Notes may be listed or to conform to usage. 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 Term Notes
shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the Authorized Officer executing such Notes, as evidenced by such officer’s
execution of such Notes. 
  
 (b) The Authentication Agent
certificate of authentication shall be substantially in the applicable following form: 
  
 INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION 
  
 This is one of the Notes designated above and referred to in the within-mentioned Indenture. 
  

			
	 The Bank of New York, not in its individual
 capacity but solely as Indenture Trustee

		
	 By:
	 	 



			
	 Name:
	 	 
	 Title:
	 	 
		
	 Dated:
	 	 
		
	 Or
	 	 


  

			
	______________________, not in its individual capacity but solely as Authentication Agent
		
	 By:
	 	 



			
	 Name:
	 	 
	 Title:
	 	 
		
	 Dated:
	 	 


  
 (c) Each Note
shall be dated the date of its authentication. Unless otherwise provided in the related Officer’s Issuance Certificate, (i) each Term Note shall be issuable as a registered Note in the minimum denomination of $1,000 and in integral multiples
thereof, (ii) each Revolving Note shall be issuable as a registered Note in the minimum denomination of $100,000 and in any amount in excess thereof and (iii) Revolving Notes shall be issued as Definitive Notes and Sections 2.10, 2.11 and 2.12 of
this Indenture shall not apply to the Revolving Notes. 
  

 5 








 SECTION 2.3 Temporary Notes. 
  
 (a) Pending the preparation of Definitive Term Notes, if any, to be issued in exchange for Book-Entry Notes, the Issuer may
execute, and upon receipt of an Issuer Order the Authentication Agent shall authenticate and deliver, such Temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Term Notes in
lieu of which they are issued and with such variations as are consistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes. 
  
 (b) If Temporary Notes are issued, the Issuer shall cause Definitive Term
Notes to be prepared without unreasonable delay. After the preparation of Definitive Term Notes, the Temporary Notes shall be exchangeable for Definitive Term Notes upon surrender of the Temporary Notes at the Agency Office of the Issuer or a Paying
Agent, if so specified in the applicable Officer’s Issuance Certificate, to be maintained as provided in Section 3.2, without charge to the Noteholder. Upon surrender for cancellation of any one or more Temporary Notes, the Issuer shall
execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a like principal amount of Definitive Term Notes of authorized denominations. Until so delivered in exchange, the Temporary Notes shall in all respects be entitled
to the same benefits under this Indenture as Definitive Term Notes. 
  
 SECTION 2.4 Registration; Registration of Transfer and Exchange of Notes. 
  
 (a) The Issuer shall cause to be kept a Note Register, for each series of Notes, in which, subject to such reasonable regulations as the Issuer may prescribe, the Issuer shall provide for the registration of the Notes
and the registration of transfers and exchanges of the Notes. The Indenture Trustee shall initially be the Note Registrar for the purpose of registering the Notes and transfers of the Notes as herein provided, unless with respect to a specific
series of Notes, the Officer’s Issuance Certificate applicable to such series of Notes provides otherwise. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor Note Registrar or, if it elects not to make
such an appointment, assume the duties of the Note Registrar. 
  
 (b) If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer shall give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change
in the location, of the Note Register. The Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof. The Indenture Trustee shall have the right to rely upon a certificate executed on
behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Noteholders and the principal amounts and number of such Notes. 
  
 (c) Upon surrender for registration of transfer of any Note at the Corporate Trust Office of the Indenture Trustee or the
Agency Office of the Issuer (and following the delivery, in the former case, of such Notes to the Issuer by the Indenture Trustee), the Issuer shall execute, the Authentication Agent shall authenticate and the Noteholder shall obtain from the


  

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Authentication Agent, in the name of the designated transferee or transferees, one or more new Notes of the same series in any authorized denominations of a
like aggregate principal amount. 
  
 (d) At the option of the
Noteholder, Notes may be exchanged for other Notes of the same series in any authorized denominations, of a like aggregate principal amount, upon surrender of such Notes to be exchanged at the Corporate Trust Office of the Authentication Agent or
the Agency Office of the Issuer (and following the delivery, in the former case, of such Notes to the Issuer by the Indenture Trustee), the Issuer shall execute, and the Authentication Agent shall upon receipt of a written order, authenticate and
the Noteholder shall obtain from the Indenture Trustee, such Notes which the Noteholder making the exchange is entitled to receive. 
  
 (e) All Notes issued upon any registration of transfer or exchange of other Notes shall be the valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. 
  
 (f) Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee and the Note Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company
located, or having a correspondent located, in the City of New York or the place or places specified in the applicable Officer’s Issuance Certificate or the city in which the Corporate Trust Office of the Indenture Trustee is located, or having
a correspondent in another place or places which is specified in the applicable Officer’s Issuance Certificate; and such other documents as the Indenture Trustee may require. 
  
 (g) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or
Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Sections 2.3 or
9.6 not involving any transfer. 
  
 (h) The preceding
provisions of this Section 2.4 notwithstanding, the Issuer shall not be required to transfer or make exchanges, and the Note Registrar need not register transfers or exchanges, (i) of Notes that have been selected for redemption pursuant to
Article X, if applicable; (ii) of Notes that are due for repayment within 15 days of submission to the Corporate Trust Office or the Agency Office; or (iii) if Section 2.15 has not been complied with in connection with such transfer.

  
 (i) By acquiring a 2005-A Offered Note, each purchaser and
transferee will be deemed to represent and warrant that either (a) it is not acquiring the 2005-A Offered Note with the plan assets of a Benefit Plan; or (b) the acquisition, disposition and holding of the 2005-A Offered Note will not give rise to a
non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code. 
  

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 SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes. 
  
 (a) If (i) any mutilated Note is surrendered to the Indenture Trustee, or the
Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture
Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and upon the Issuer’s written request the Indenture
Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of a like series and aggregate principal amount; provided, however, that if any such
destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer or Paying Agent, as applicable,
may make payment to the Holder of such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date, if applicable, without surrender thereof. 
  
 (b) If, after the delivery of a replacement Note or payment in respect of a destroyed, lost or stolen Note pursuant to
subsection (a), 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 and the Indenture Trustee shall be entitled to recover such replacement Note (or such
payment) from (i) any Person to whom it was delivered, (ii) the Person taking such replacement Note from the Person to whom such replacement Note was delivered or (iii) any assignee of such Person, except a bona fide purchaser, and the Issuer and
the Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. 
  
 (c) In connection with the issuance of any replacement Note under this
Section 2.5, 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 all fees and
expenses of the Indenture Trustee) connected therewith. 
  
 (d)
Any duplicate Note issued pursuant to this Section 2.5 in replacement for any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed,
lost or stolen Note shall be found at any time or be enforced by any Person, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. 
  
 (e) The provisions of this Section 2.5 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 Noteholders. Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee, the
Paying Agent and any other agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination) as the Noteholder for the purpose of receiving payments of principal of and interest
on such Note and for all other purposes whatsoever, 

  

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whether or not such Note be overdue, and neither the Issuer, the Indenture Trustee, the Paying Agent nor any other agent of the Issuer or the Indenture
Trustee shall be affected by notice to the contrary. 
  
 SECTION
2.7 Payment of Principal and Interest. 
  
 (a) Interest on
each series of Notes shall accrue and be payable as provided in this Section 2.7(a) and the applicable Officer’s Issuance Certificate. Unless otherwise provided in the applicable Officer’s Issuance Certificate, any instalment of
interest payable on any Note shall be punctually paid or duly provided for by a deposit by or at the direction of the Issuer or Paying Agent, on behalf of the Issuer if so directed by the applicable Officer’s Issuance Certificate into the
applicable Term Note Distribution Account or Revolver Distribution Account, as applicable, on or before the applicable Payment Date and shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the
applicable Record Date, by wire transfer or check mailed first-class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date; provided, however, that, with respect to Revolving Notes and with respect to
Book-Entry Notes registered on the applicable Record Date in the name of the Note Depository for which Definitive Term Notes have not been issued pursuant to Section 2.12, payment shall be made by wire transfer in immediately available funds
to the account designated by such Holder. 
  
 (b) The principal of
each series of Notes shall be payable as provided in the applicable Officer’s Issuance Certificate. All principal payments on each series of Notes shall be made pro rata to the Noteholders of such series entitled thereto unless, with respect to
any series of Revolving Notes, otherwise provided in the related Officer’s Issuance Certificate or otherwise agreed among the Seller and the holders of such Revolving Notes. Unless otherwise provided in the applicable Officer’s Issuance
Certificate, any instalment of principal payable on any Note shall be punctually paid or duly provided for by a deposit by or at the direction of the Issuer or Paying Agent on behalf of the Issuer if so directed by the applicable Officer’s
Issuance Certificate into the applicable Term Note Distribution Account in the case of the Term Notes or the Revolver Distribution Account in the case of the Revolving Notes on or before the applicable Payment Date and shall be paid to the Person in
whose name such Note (or one or more Predecessor Notes) is registered on the applicable Record Date, by wire transfer or check mailed first-class, postage prepaid to such Person’s address as it appears on the Note Register on such Record Date;
provided, however, that, with respect to Revolving Notes and with respect to Book-Entry Notes registered on the Record Date in the name of the Note Depository for which Definitive Term Notes have not been issued pursuant to Section
2.12, payment shall be made by wire transfer in immediately available funds to the account designated by such Holder, except for the final instalment of principal on any such Note and the Redemption Price for any Term Notes, if so called, which,
in each case, shall be payable as provided herein. The funds represented by any such checks in respect of interest or principal returned undelivered shall be held in accordance with Section 3.3. 
  
 (c) With respect to any Payment Date on which the final instalment of
principal and interest on a series of Notes is to be paid, the Indenture Trustee shall notify each Noteholder of such series of Notes as of the Record Date for such Payment Date of the fact that the final instalment of principal of and interest on
such Note is to be paid on such Payment Date. 

  

 9 








 
With respect to Book-Entry Notes for which Definitive Term Notes have not been issued, such notice shall be sent on the Business Day prior to such Payment
Date by facsimile, and with respect to Definitive Term Notes and Revolving Notes, such notice shall be sent not later than three Business Days after such Record Date in accordance with Section 11.5(a), and, in each case, shall specify that
such final instalment shall be payable only upon presentation and surrender of such Note and shall specify the place or places where such Note may be presented and surrendered for payment of such instalment. Notices in connection with redemptions of
Term Notes shall be mailed to Noteholders as provided in Section 10.2. 
  
 SECTION 2.8 Cancellation of Notes. All Notes surrendered for payment, redemption, exchange or registration of transfer shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the
Indenture Trustee and shall be promptly canceled by the Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in
any manner whatsoever (other than for deposit in the Reserve Fund), and all Notes so delivered shall be promptly canceled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this
Section 2.8, except as expressly permitted by this Indenture. All canceled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall
direct by an Issuer Order that they be returned to it; provided, however, that such Issuer Order is timely and the Notes have not been previously disposed of by the Indenture Trustee. The Indenture Trustee shall certify to the Issuer
that surrendered Notes have been duly canceled and retained or destroyed, as the case may be. 
  
 SECTION 2.9 Release of Collateral. The Indenture Trustee shall release property from the lien of this Indenture, other than as permitted by Sections 3.21, 8.4 and 11.1, only upon receipt of an Issuer
Request accompanied by an Officers’ Certificate, an Opinion of Counsel and (to the extent required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1). 
  
 SECTION 2.10 Book-Entry Notes. Unless otherwise provided in the
applicable Officer’s Issuance Certificate, the Term Notes, upon original issuance, shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial
Clearing Agency, by or on behalf of the Issuer and such Note or Notes shall be registered on the Note Register in the name of the Note Depository (initially, Cede & Co.). No Note Owner shall receive a Definitive Term Note representing such Note
Owner’s interest in such Note, except as provided in Section 2.12. Unless and until Definitive Term Notes with respect to such Notes have been issued to such Note Owners pursuant to Section 2.12, with respect to such Notes:

  
 (a) the provisions of this Section 2.10 shall be in
full force and effect; 
  
 (b) the Note Registrar and the
Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on such Notes and the giving of instructions or directions hereunder) as the sole Holder of
such Notes and shall have no obligation to the Note Owners; 
  

 10 








 (c) to the extent that the provisions of this Section 2.10 conflict with any other provisions of
this Indenture, the provisions of this Section 2.10 shall control; 
  
 (d) the rights of the Note Owners shall be exercised only through the Clearing Agency and shall be limited to those rights established by law and agreements between such Note Owners and the Clearing Agency and/or the
Clearing Agency Participants, and unless and until Definitive Term Notes are issued pursuant to Section 2.12, the initial Clearing Agency shall make book-entry transfers between the Clearing Agency Participants and receive and transmit
payments of principal of and interest on such Notes to such Clearing Agency Participants, pursuant to the Note Depository Agreement; and 
  
 (e) 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 (i) received written instructions to such effect from Note Owners and/or Clearing Agency Participants
owning or representing, respectively, such required percentage of the beneficial interest in the Notes and (ii) delivered such instructions to the Indenture Trustee. 
  
 SECTION 2.11 Notices to Clearing Agency. With respect to any Term Notes issued as Book-Entry Notes, whenever a notice
or other communication to the Noteholders is required under this Indenture, unless and until Definitive Term Notes representing such Term Notes shall have been issued to the related Note Owners pursuant to Section 2.12, the Indenture Trustee
shall give all such notices and communications specified herein to be given to the related Noteholders to the Clearing Agency and shall have no other obligation to such Note Owners. 
  
 SECTION 2.12 Definitive Term Notes. If for any Term Notes issued as Book-Entry Notes (i) the Administrator advises
the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to such Notes and the Issuer is unable to locate a qualified successor; (ii) the Administrator, at its
option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency; or (iii) after the occurrence of an Event of Default or a Servicing Default, Note Owners representing beneficial
interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners,
then the Clearing Agency shall notify all Note Owners and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Term Notes to such Note Owners requesting the same. Upon surrender to the Indenture Trustee of
the typewritten Note or Notes representing such Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Authentication Agent shall authenticate the related Definitive Term Notes in
accordance with the instructions of the Clearing Agency within 60 days of the occurrence of the relevant event. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of such Definitive Term Notes, the Indenture Trustee shall recognize the Holders of such Definitive Term Notes as Noteholders. The terms and conditions
of the affected series of Notes, the Indenture, the related Officer’s Issuance Certificate and any related paying agent agreement or related document shall 

  

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be amended in such manner as the Indenture Trustee reasonably requires to take account of the issue of such Definitive Term Notes. The manner of the issuance
of such Definitive Term Notes, for the series may be subject to such additional or different provisions as are specified in the related Officer’s Issuance Certificate. 
  
 SECTION 2.13 Seller as Noteholder. The Seller in its individual or any other capacity may become the owner or pledgee
of Notes of any series and may otherwise deal with the Issuer or its affiliates with the same rights it would have if it were not the Seller. 
  
 SECTION 2.14 Tax Treatment. The Issuer and the Indenture Trustee, by entering into this Indenture, and the Noteholders and the Note Owners, by
acquiring any Note or interest therein, (i) express their intention that the Notes qualify under applicable tax law as indebtedness secured by the Collateral and (ii) unless otherwise required by appropriate taxing authorities or otherwise specified
in an Officer’s Issuance Certificate, agree to treat the Notes as indebtedness secured by the Collateral for the purpose of federal income, state and local income and franchise taxes, Michigan single business tax, and any other taxes imposed
upon, measured by or based upon gross or net income. 
  
 SECTION
2.15 Special Terms Applicable to Subsequent Transfers of Certain Notes. 
  
 (a) The Revolving Notes and the Class D Term Notes will not be registered under the Securities Act, or the securities laws of any other jurisdiction. Consequently, such Notes (the “Unregistered
Notes”) are not transferable other than pursuant to an exemption from the registration requirements of the Securities Act and satisfaction of certain other provisions specified herein or in the related Officer’s Issuance Certificate.
Unless otherwise provided in the related Officer’s Issuance Certificate, no sale, pledge or other transfer of any Unregistered Note (or interest therein) after the date thereof may be made by any Person unless either (i) such sale, pledge or
other transfer is made to a “qualified institutional buyer” (as defined under Rule 144A under the Securities Act) or to an institutional investor that is an “accredited investor” (as described in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act) and, if so requested by the Seller or the Indenture Trustee, such proposed transferee executes and delivers a certificate, substantially in the form attached hereto as Exhibit A or otherwise in form and substance
satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or other transfer occurs outside of the United States to a non-United States Person in accordance with Regulation S of the Securities Act, or (iii) such sale, pledge or
other transfer is otherwise made in a transaction exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to
the Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Seller, and (B) the Indenture Trustee shall require a written
opinion of counsel (which shall not be at the expense of the Seller, the Servicer or the Indenture Trustee) satisfactory to the Seller and the Indenture Trustee to the effect that such transfer will not violate the Securities Act. Unless otherwise
provided in the related Officer’s Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to
such transfer. Neither the Seller nor the Indenture Trustee shall be obligated to register any Unregistered Notes under the Securities 

  

 12 








 
Act, qualify any Unregistered Notes under the securities laws of any state or provide registration rights to any purchaser or holder thereof. 
  
 (b) Unless otherwise provided in the related Officer’s Issuance
Certificate, the Unregistered Notes may not be acquired by or for the account of a Benefit Plan and, by accepting and holding an Unregistered Note, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan
and, if requested to do so by the Seller or the Indenture Trustee, the Holder of an Unregistered Note shall execute and deliver to the Indenture Trustee an Undertaking Letter in the form set forth in Exhibit B. 
  
 (c) Unless otherwise provided in the related Officer’s Issuance
Certificate, Unregistered Notes shall be issued in the form of Definitive Notes, shall be in fully registered form and Sections 2.10, 2.11 and 2.12 of this Indenture shall not apply thereto. 
  
 (d) Each Unregistered Note shall bear legends to the effect set forth in
subsections (a) and (b) (if subsection (b) is applicable) above. 
  
 SECTION 2.16 CUSIP Numbers. The Issuer in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption, if any, as a
convenience to Holders; provided that such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed
only on the other indemnification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Indenture Trustee of any change in the
“CUSIP” numbers. 
  
 ARTICLE III 
 COVENANTS 
  
 SECTION 3.1 Payment of Principal and Interest. The Issuer shall duly and punctually pay the principal of and interest on the Notes in accordance
with the terms of the Notes and this Indenture. On each date on which any payments are to be made, the Issuer or the Paying Agent, as applicable, shall cause amounts on deposit in the applicable Term Note Distribution Account and Revolver
Distribution Account to be paid to the Term Noteholders and Revolving Noteholders, respectively, in accordance with the terms of the Notes and this Indenture, less amounts properly withheld under the Code or the laws of any applicable foreign
jurisdiction by any Person from a payment to any Noteholder of interest and/or principal. Any amounts so withheld shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture. 
  
 SECTION 3.2 Maintenance of Agency Office. As long as any of the Notes
remains outstanding, unless otherwise specified in the Officer’s Issuance Certificate, the Issuer shall maintain in the Borough of Manhattan, the City of New York, an office (the “Agency Office”), being an office or agency
where Notes may be surrendered to the Issuer for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. Unless another person shall otherwise be appointed
in the Officer’s Issuance Certificate, the Issuer hereby initially appoints the Indenture Trustee to 

  

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serve as its agent for the foregoing purposes. The Issuer shall give prompt written notice to the Indenture Trustee of the location, and of any change in the
location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at
the Corporate Trust Office of the Indenture Trustee, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands. 
  
 SECTION 3.3 Money for Payments To Be Held in Trust. 
  
 (a) All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the
applicable Term Note Distribution Account or Revolver Distribution Account pursuant to the applicable Officer’s Issuance Certificate shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so
withdrawn from the applicable Term Note Distribution Account or the Revolver Distribution Account for payments of Term Notes or Revolving Notes, respectively, shall be paid over to the Issuer except as provided in this Section 3.3.

  
 (b) On or before each date on which payments are to be made or
the Redemption Date (if applicable), the Issuer shall deposit or cause to be deposited in the applicable Term Note Distribution Account and the Revolver Distribution Account (including pursuant to Section 4.5 of the Trust Sale and Servicing
Agreement) aggregate sums sufficient to pay the amounts then becoming due with respect to the Term Notes and Revolving Notes, respectively, such sums to be held in trust for the benefit of the Persons entitled thereto. 
  
 (c) The Issuer shall cause each Paying Agent, other than the Indenture
Trustee, to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this
Section 3.3, that such Paying Agent shall: 
  
 (i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay
such sums to such Persons as herein provided; 
  
 (ii) give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes; 
  
 (iii) at any time during the continuance of any such
default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent; 
  
 (iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes
if at any time it ceases to meet the standards required to be met by a Paying Agent in effect at the time of determination; and 
  

 14 








 (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. 
  
 (d) The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any
other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such
Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money. 
  
 (e) Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent
in trust for the payment of any amount due with respect to any Note and remaining unclaimed for one year after such amount has become due and payable shall be discharged from such trust and be paid by the Indenture Trustee to the Issuer; and the
Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with
respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such payment, may at the expense of the Issuer cause to be published once, in a
newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be paid to the Issuer. The Indenture Trustee may also adopt and employ, at the expense of the Issuer, any other reasonable means of notification
of such repayment (including, but not limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is
determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder). 
  
 SECTION 3.4 Existence. The Issuer shall keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State
of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Issuer shall keep in full effect its existence, rights and franchises
under the laws of such other jurisdiction) and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be most effective to protect the validity and enforceability of this Indenture,
the Notes, the Collateral and each other instrument or agreement included in the Trust Estate. 
  

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 SECTION 3.5 Protection of Trust Estate; Acknowledgment of Pledge. 
  
 (a) The Issuer shall from time to time execute and deliver all such
supplements and amendments hereto and all such financing statements, amendments thereto, continuation statements, assignments, certificates, instruments of further assurance and other instruments, and shall take such other action necessary or
advisable to: 
  
 (i) maintain or preserve the
lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof, including by making the necessary filings of financing statements or amendments thereto within sixty days after the occurrence
of any of the following: (A) any change in the Issuer’s true legal name or any of its trade names, (B) any change in the location of the Issuer’s principal place of business, (C) any merger or consolidation or other change in the
Issuer’s identity, organizational structure or jurisdiction of organization or in which the Issuer is located for purposes of the UCC and (D) any other change or occurrence that would make any financing statement or amendment seriously
misleading within the meaning of the UCC; 
  
 (ii) perfect, publish notice of or protect the validity of any grant of a security interest made or to be made by this Indenture; 
  
 (iii) enforce the rights of the Indenture Trustee and the Noteholders in any of the Collateral; or 
  
 (iv) preserve and defend title to the Trust Estate and the
rights of the Indenture Trustee and the Noteholders in such Trust Estate against the claims of all Persons and parties, and the Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute any financing statement,
continuation statement or other instrument required pursuant to this Section 3.5. 
  
 (b) The Indenture Trustee acknowledges the pledge by the Seller to the Indenture Trustee pursuant to Section 4.6(c) of the Trust Sale and Servicing Agreement of all of the Seller’s right, title and interest in
and to the Reserve Fund in order to provide for the payment to the Noteholders and the Servicer in accordance with Section 4.5(c) and (d) of the Trust Sale and Servicing Agreement, to assure availability of the amounts maintained in the SWIFT XI
Reserve Funds for the benefit of the Noteholders and the Servicer, and as security for the performance by the Seller of its obligations under the Trust Sale and Servicing Agreement. 
  
 SECTION 3.6 Opinions as to 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, any indentures supplemental hereto and any other requisite documents, and with respect to the execution and filing of any financing
statements and continuation statements as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is
necessary to make such lien and security interest effective. 
  

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 (b) On or before March 15 in each calendar year, beginning March 15, 2005, 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, any indentures supplemental hereto and
any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture and reciting the details of such
action or stating that in the opinion of such counsel no such action is necessary to maintain the lien and security interest created by this Indenture. Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and
security interest of this Indenture until March 15 in the following calendar year. 
  
 SECTION 3.7 Performance of Obligations; Servicing of Receivables. 
  
 (a) The Issuer shall not take any action and shall use its reasonable 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 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 otherwise expressly provided in this Indenture, the Trust Sale and Servicing Agreement, the Pooling and Servicing Agreement, the Administration Agreement or such other instrument or
agreement. 
  
 (b) The Issuer may contract with other Persons to
assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee herein or in the Basic Documents or an Officers’ Certificate of the Issuer shall be deemed to be action
taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. 
  
 (c) The Issuer shall punctually perform and observe all of its obligations and agreements contained in this Indenture, the
Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed under the terms of this
Indenture, the Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement in accordance with and within the time periods provided for herein and therein. 
  
 (d) If the Issuer shall have knowledge of the occurrence of a Servicing Default under the Trust Sale and Servicing
Agreement, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the response or action, if any, the Issuer has taken or is taking with respect of such default. If a Servicing
Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Trust Sale and Servicing Agreement or the Pooling and Servicing Agreement with respect to the Receivables in the Accounts in the Pool of
Accounts, the Issuer and the Indenture Trustee shall take all reasonable steps available to them pursuant to the Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement to remedy such failure. 
  

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

  
 (a) sell, transfer, exchange or otherwise dispose of any of
the properties or assets of the Issuer, except the Issuer may: (i) collect, liquidate, sell or otherwise dispose of the Trust’s interest in Receivables (including Warranty Receivables, Administrative Receivables and Defaulted Receivables), (ii)
make cash payments out of the Designated Accounts and the Certificate Distribution Account and (iii) take other actions, in each case as contemplated by the Basic Documents; 
  
 (b) claim any credit on, or make any deduction from the principal or interest payable in respect of the Notes (other than
amounts properly withheld from such payments (including, but not limited to, withholding tax) under the Code or applicable foreign or state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes
levied or assessed upon any part of the Trust Estate; 
  
 (c)
voluntarily commence any insolvency, readjustment of debt, marshaling of assets and liabilities or other proceeding, or apply for an order by a court or agency or supervisory authority for the winding-up or liquidation of its affairs or any other
event specified in Section 5.1(f); or 
  
 (d) either (i)
permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations
with respect to the Notes under this Indenture except as may be expressly permitted hereby, (ii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or
extend to or otherwise arise upon or burden the 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 or as otherwise contemplated
by the Basic Documents) or (iii) permit the lien of this Indenture not to constitute a valid first priority security interest in the Trust Estate (other than with respect to any such tax, mechanics’ or other lien). 
  
 SECTION 3.9 Annual Statement as to Compliance. The Issuer shall
deliver to the Indenture Trustee, on or before March 15 of each year, beginning March 15, 2006, an Officer’s Certificate signed by an Authorized Officer, dated as of December 31 of the prior calendar year, stating that: 
  
 (a) a review of the activities of the Issuer during such fiscal year and of
performance under this Indenture has been made under such Authorized Officer’s supervision; and 
  
 (b) to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has fulfilled in all material respects all of its
obligations under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such Authorized Officer and the nature and status thereof. 

  

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A copy of such certificate may be obtained by any Noteholder by a request in writing to the Issuer addressed to the Corporate Trust Office of the Indenture
Trustee. 
  
 SECTION 3.10 Consolidation, Merger, etc., of
Issuer; Disposition of Trust Assets. 
  
 (a) The Issuer shall
not consolidate or merge with or into any other Person, unless: 
  
 (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America, or any State and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and timely payment of the principal of and interest on all Notes and the performance or observance
of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; 
  
 (ii) immediately after giving effect to such merger or consolidation, no Event of Default shall have occurred and be continuing;

  
 (iii) the Rating Agency Condition shall have
been satisfied with respect to such transaction and such Person for each then outstanding series of Notes; 
  
 (iv) any action as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and

  
 (v) the Issuer shall have delivered to the
Indenture Trustee an Officers’ Certificate and an Opinion of Counsel addressed to the Issuer, each stating: 
  
 (A) that such consolidation or merger and such supplemental indenture comply with this Section 3.10; 
  
 (B) that such consolidation or merger and such supplemental
indenture shall have no material adverse tax consequence to the Issuer or any Noteholder or Certificateholder; and 
  
 (C) that all conditions precedent herein provided for in this Section 3.10 have been complied with, which shall include any filing
required by the Exchange Act. 
  
 (b) Except as otherwise
expressly permitted by this Indenture or the other Basic Documents, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any material portion of the properties and assets included in the Trust Estate to any Person, unless:

  
 (i) the Person that acquires such properties
or assets of the Issuer (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State and (B) by an indenture supplemental hereto, 

  

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executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee: 
  
 (1) expressly assumes 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 so long as any Specified Support Arrangement is in effect, such Specified Support Arrangements and all related documents)
on the part of the Issuer to be performed or observed, all as provided herein; 
  
 (2) expressly agrees that all right, title and interest so sold, conveyed, exchanged, transferred or otherwise disposed of shall be
subject and subordinate to the rights of Noteholders; 
  
 (3) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes; and

  
 (4) expressly agrees that such Person (or if
a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; 
  
 (ii) immediately after giving effect to such transaction, no Event of Default shall have occurred and be
continuing; 
  
 (iii) the Rating Agency Condition
shall have been satisfied with respect to such transaction and such Person for each then outstanding series of Notes; 
  
 (iv) any action as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and

  
 (v) the Issuer shall have delivered to the
Indenture Trustee an Officers’ Certificate and an Opinion of Counsel addressed to the Issuer, each stating that: 
  
 (A) such sale, conveyance, exchange, transfer or disposition and such supplemental indenture comply with this Section 3.10;

  
 (B) such sale, conveyance, exchange, transfer
or disposition and such supplemental indenture have no material adverse tax consequence to the Issuer or to any Noteholders or Certificateholders; and 
  
 (C) that all conditions precedent herein provided for in this Section 3.10 have been complied with, which shall include any filing
required by the Exchange Act. 
  

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 SECTION 3.11 Successor or Transferee. 
  
 (a) Upon any consolidation or merger of the Issuer in accordance with
Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same
effect as if such Person had been named as the Issuer herein. 
  
 (b) Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.10(b), the Issuer shall be released from every covenant and agreement of this Indenture to be observed or performed on the part of
the Issuer with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee from the Person acquiring such assets and properties stating that the Issuer is to be so released. 
  
 SECTION 3.12 No Other Business. The Issuer shall not engage in any
business or activity other than acquiring, holding and managing the Collateral and the proceeds therefrom in the manner contemplated by the Basic Documents, issuing the Notes and the Certificates, making payments on the Notes and the Certificates
and such other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto, as set forth in Section 2.3 of the Trust Agreement, including entering into and making payments under any Specified
Support Arrangements. 
  
 SECTION 3.13 No Borrowing. The
Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness for money borrowed other than indebtedness for money borrowed in respect of the Notes or in accordance with the Basic
Documents. 
  
 SECTION 3.14 Guarantees, Loans, Advances and
Other Liabilities. Except as contemplated by this Indenture or the other Basic Documents, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring
another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase,
repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person. 
  
 SECTION 3.15 Servicer’s Obligations. The Issuer shall use its best efforts to cause the Servicer to comply with
its obligations under Section 3.05 of the Pooling and Servicing Agreement and Sections 4.1, 4.2 and 4.8 of the Trust Sale and Servicing Agreement. 
  

SECTION 3.16 Capital Expenditures. The Issuer shall not make any expenditure (whether by long-term or operating lease or otherwise) for capital
assets (either real, personal or intangible property) other than the purchase of the Receivables and other property and rights from the Seller on the Closing Date and from time to time thereafter pursuant to the Trust Sale and Servicing Agreement.

  
 SECTION 3.17 Removal of Administrator. So long as any
Notes are Outstanding, the Issuer shall not remove the Administrator without cause unless the Rating 

  

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Agency Condition for each series of Notes then outstanding shall have been satisfied in connection with such removal. 
  
 SECTION 3.18 Restricted Payments. Except for payments of principal or
interest on or redemption of the Notes, so long as any Notes are Outstanding, the Issuer shall not, directly or indirectly: 
  
 (a) 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, in each case with respect to any ownership or equity interest or similar security in or of the Issuer or to the Servicer; 
  
 (b) redeem, purchase, retire or otherwise acquire for value any such
ownership or equity interest or similar security; or 
  
 (c) 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 Servicer, the Seller, the Indenture Trustee, the Owner Trustee and the Certificateholders as permitted by, and to the extent funds are
available for such purpose under, the Trust Sale and Servicing Agreement, the Trust Agreement or the other Basic Documents. The Issuer shall not, directly or indirectly, make payments to or distributions from the Collection Account or any other
Designated Account except in accordance with the Basic Documents. 
  
 SECTION 3.19 Notice of Events of Default. The Issuer agrees to give the Indenture Trustee and the Rating Agencies written notice of each Event of Default hereunder, each Servicing Default, any Insolvency Event with respect to the
Seller, each default on the part of the Seller or the Servicer of its respective obligations under the Trust Sale and Servicing Agreement and each default on the part of GMAC or the Servicer of its respective obligations under the Pooling and
Servicing Agreement, in each case promptly after the discovery thereof by the Issuer. 
  
 SECTION 3.20 Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper
to carry out more effectively the purpose of this Indenture. 
  
 SECTION 3.21 Trustee’s Assignment of Interests in Certain Receivables. The Indenture Trustee shall assign, without recourse, representation or warranty, to the Servicer, GMAC or the Seller, as the case may be, all of the
Indenture Trustee’s right, title and interest in and to any Receivable assigned by the Issuer to the Servicer, GMAC or the Seller, as applicable, pursuant to the Pooling and Servicing Agreement or the Trust Sale and Servicing Agreement
(including, without limitation, Section 9.3 thereof) (in each case, to the extent so assigned and upon the receipt of any related payment, if applicable), such assignment being an assignment outright and not for security; and the Servicer,
GMAC or the Seller, as applicable, shall thereupon own the interest purchased in such Receivable, free of any further obligation to the Indenture Trustee, the Noteholders or the Certificateholders with respect thereto. If in any enforcement suit or
legal proceeding it is held that the Servicer may not enforce a Receivable on 

  

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the ground that it is not a real party in interest or a holder entitled to enforce such Receivable, the Indenture Trustee shall, at the Servicer’s
expense, take such steps as the Servicer deems necessary to enforce the Receivable, including bringing suit in the Indenture Trustee’s name or the names of the Noteholders or the Certificateholders. 
  
 SECTION 3.22 Representations and Warranties by the Issuer to the Indenture
Trustee. The Issuer hereby represents and warrants to the Indenture Trustee as follows: 
  
 (a) Good Title. No interest in any Receivable conveyed to the Issuer has been sold, transferred, assigned or pledged by the Issuer to any Person other than the Indenture Trustee; immediately prior to the conveyance of
such Receivables pursuant to this Indenture, the Issuer had good and marketable title thereto, free of any Lien; and, upon execution and delivery of this Indenture by the Issuer, the Indenture Trustee shall have all of the right, title and interest
of the Issuer in, to and under such Receivables, free of any Lien; and 
  
 (b) All Filings Made. All filings (including, without limitation, UCC filings) necessary in any jurisdiction to give the Indenture Trustee, upon the acquisition by the Issuer of any Eligible Receivable, a first priority perfected security
interest in such Eligible Receivable have been made. 
  
 (c)
Additional Representations and Warranties. The additional representations and warranties regarding creation, perfection and priority of security interests in the Eligible Receivables, which are attached as Appendix A, are true and correct to the
extent they are applicable. 
  
 ARTICLE IV 
 SATISFACTION AND DISCHARGE 
  
 SECTION 4.1 Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to: (i)
rights of registration of transfer and exchange; (ii) substitution of mutilated, destroyed, lost or stolen Notes; (iii) rights of Noteholders to receive payments of principal thereof and interest thereon; (iv) Sections 3.3, 3.4,
3.5, 3.8, 3.10, 3.12, 3.13, 3.19 and 3.21; (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 and the
obligations of the Indenture Trustee under Sections 4.2 and 4.4); and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture
Trustee, on 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, if: 
  
 (a) either: 
  
 (i) all Notes theretofore authenticated and delivered (other than (A) Notes that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 2.5 and (B) 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 Indenture Trustee for cancellation; or 
  

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

  
 (A) have become due and payable, 

 
 (B) will be due and payable on their respective Stated
Final Payment Dates within one year, or 
  
 (C)
are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer, 
  
 and the Issuer, in the case of (A), (B) or (C) of subsection 4.1(a)(ii) above, has
irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States 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 unpaid principal and accrued interest on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due; 
  
 (b) the Issuer has paid or caused to be paid all other sums payable hereunder
by the Issuer; and 
  
 (c) the Issuer has delivered to the
Indenture Trustee an Officer’s Certificate of the Issuer, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable
requirements of Section 11.1(a) and each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 
  
 SECTION 4.2 Application of Trust Money. All monies deposited with the
Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture and the applicable provisions of the Trust Sale and Servicing Agreement, including without
limitation Section 4.5 thereof, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Holders of the particular Notes for the payment or redemption of which such monies have been deposited
with the Indenture Trustee, of all sums due and to become due thereon for principal and interest; but such monies need not be segregated from other funds except to the extent required herein or in the Trust Sale and Servicing Agreement or by
applicable law. 
  
 SECTION 4.3 Repayment of Monies Held by
Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to each series of Notes, all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect
to all such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.3 and thereupon such Paying Agent shall be released from all further liability with respect to such monies.

  
 SECTION 4.4 Duration of Position of Indenture Trustee.
Notwithstanding the earlier payment in full of all principal and interest due to all Noteholders under the terms of the 

  

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Notes of each series and the cancellation of such Notes pursuant to Section 3.1, the Indenture Trustee shall continue to act in the capacity as
Indenture Trustee hereunder and, for the benefit of the Certificateholders, shall comply with its obligations under Sections 6.1(a), 8.2 and 8.3 of the Trust Sale and Servicing Agreement, as appropriate, until such time as all distributions in
respect of Certificate Balance and interest due to the Certificateholders have been paid in full. 
  
 ARTICLE V 
 DEFAULT AND REMEDIES 
  
 SECTION 5.1 Events of Default. For the purposes of this Indenture,
“Event of Default” wherever used herein, means any one of the following events: 
  
 (a) failure to pay any interest on any Note as and when the same becomes due and payable, and such default shall continue unremedied for a period of
thirty-five (35) days; or 
  
 (b) except as set forth in
Section 5.1(c), failure to pay any instalment of the principal of any Note as and when the same becomes due and payable, and such default continues unremedied for a period of thirty (30) days after there shall have been given, by registered
or certified mail, written notice thereof to the Servicer by the Indenture Trustee or to the Servicer and the Indenture Trustee by the Holders of not less than 25% of the Outstanding Amount of the Notes, a written notice specifying such default and
demanding that it be remedied and stating that such notice is a “Notice of Default” hereunder; or 
  
 (c) failure to pay in full the Outstanding Amount attributable to any series of Notes on or prior to the Stated Final Payment Date for such series; or

  
 (d) default in the observance or performance in any material
respect of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is specifically dealt with elsewhere in this Section 5.1) which failure
materially and adversely affects the rights of the Noteholders, and such default shall continue or not be cured for a period of 30 days after there shall have been given, by registered or certified mail, to the Issuer and the Seller (or the
Servicer, as applicable) by the Indenture Trustee or to the Issuer and the Seller (or the Servicer, as applicable) and the Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of the Notes, a written notice specifying such
default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 
  
 (e) the filing of an order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate
in an involuntary case under the Bankruptcy Code, and such order shall have continued undischarged or unstayed for a period of 90 days; or the filing of a decree or order by a court having jurisdiction in the premises approving as properly filed a
petition seeking reorganization, arrangement, adjustment or composition of the Issuer under any other Insolvency Law, and such decree or order shall have continued undischarged or unstayed for a period of 90 days; or the filing of a decree or order
of a court having jurisdiction in the premises appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, 

  

 25 








 
or ordering the winding-up or liquidation of the Issuer’s affairs, and such decree or order shall have continued undischarged and unstayed for a period
of 90 consecutive days; or 
  
 (f) the commencement by the Issuer
of a voluntary case under the Bankruptcy Code; or the filing of a petition or answer or consent by the Issuer seeking reorganization, arrangement, adjustment or composition under any other Insolvency Law, or consent to the filing of any such
petition, answer or consent; or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust
Estate, or the making by the Issuer of an assignment for the benefit of creditors, or the admission in writing of its inability to pay its debts generally as such debts become due; or 
  
 (g) any other event designated as such in an Officer’s Issuance Certificate. 
  
 The Issuer shall deliver to the Indenture Trustee within five Business Days
after learning of the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.1(d), its status and
what action the Issuer is taking or proposes to take with respect thereto. 
  
 SECTION 5.2 Acceleration of Maturity; Rescission and Annulment. 
  
 (a) If an Event of Default should occur and be continuing, then and in every such case, unless the principal amount of the Notes shall have already become
due and payable, either the Indenture Trustee or the Holders of Notes representing not less than a majority of the Outstanding Amount of the Notes may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and
to the Indenture Trustee if given by the Noteholders) setting forth the Event or Events of Default, and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of
acceleration, shall become immediately due and payable. 
  
 (b) At
any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter provided in this Article V, the Holders of Notes
representing a majority of the Outstanding Amount of the Notes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences; provided, however, that no such rescission and
annulment shall extend to or affect any subsequent Event of Default or impair any right consequent thereto; and provided, further, that if the Indenture Trustee shall have proceeded to enforce any right under this Indenture and such
proceedings shall have been discontinued or abandoned because of such rescission and annulment or for any other reason, or shall have been determined adversely to the Indenture Trustee, then and in every such case, the Indenture Trustee, the Issuer
and the Noteholders, as the case may be, shall be restored to their respective former positions and rights hereunder, and all rights, remedies and powers of the Indenture Trustee, the Issuer and the Noteholders, as the case may be, shall continue as
though no such proceedings had been commenced. 
  

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 SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee. 

 
 (a) The Issuer covenants that if there shall occur an Event of Default
under Sections 5.1(a), (b) or (c) that has not been waived pursuant to Section 5.12, then the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the ratable benefit of the parties to receive such
amounts pursuant to the terms of this Indenture, the entire amount then due and payable on the Notes for principal and interest, with interest upon the overdue principal for each series of Notes, at the rate borne by such Notes and in addition
thereto such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel, with all such amounts
applied as described in clause SECOND of Section 5.4(b). 
  
 (b) If the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may
prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes,
wherever situated, the monies adjudged or decreed to be payable. 
  
 (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such
appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by applicable law. 
  
 (d) If 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
Trust Estate, Proceedings under any Insolvency Law, or if 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, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective
of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section
5.3, shall be entitled and empowered, by intervention in such Proceedings or otherwise: 
  
 (i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to
file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor trustee, and their respective
agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by 

  

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the Indenture Trustee and each predecessor trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;

  
 (ii) unless prohibited by applicable law and
regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; 
  
 (iii) to collect and receive any monies or other property payable or deliverable on any such claims and to
distribute all amounts received with respect to the claims of the Noteholders 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 Holders of Notes allowed in any judicial proceedings relative to the Issuer, its creditors and its property; 
  
 and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the
Indenture Trustee for application in accordance with the priorities set forth in the Basic Documents, and, if the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as
shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor 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 trustee except as a result of negligence or bad faith. 
  
 (e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment
or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in
bankruptcy or similar Person. 
  
 (f) All rights of action and of
asserting claims under this Indenture, or under any of the Notes, 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
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 trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders. 
  
 (g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which
the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings. 
  

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 SECTION 5.4 Remedies; Priorities. 
  
 (a) If an Event of Default shall have occurred and be continuing and the Notes have been accelerated under Section
5.2(a), the Indenture Trustee may (but shall not be required to) do one or more of the following (subject to Section 5.5): 
  
 (i) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then due and payable on the
Notes or under this Indenture with respect thereto, whether by declaration of acceleration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes monies adjudged due; 
  
 (ii) institute Proceedings from time to time for the
complete or partial foreclosure of this Indenture with respect to the Trust Estate; 
  
 (iii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and
remedies of the Indenture Trustee and the Noteholders; and 
  
 (iv) sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law or elect to have the Issuer maintain
possession of the Trust Estate, including the Receivables included therein, and continue to apply Collections on such Receivables as if there had been no declaration of acceleration; 
  
 provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of
Default and acceleration of the Notes, unless (A) the Holders of all of the aggregate Outstanding Amount of the Notes and, if GMAC and its affiliates own less than 100% of the Certificates, the Holders of Certificates representing all of the Voting
Interests consent thereto, (B) the proceeds of such sale or liquidation distributable to the Securityholders are sufficient to discharge in full the principal of and the accrued interest on the Notes and the Certificate Balance of and accrued
interest on the Certificates, in each case as of the date of such sale or liquidation or (C) (i) there has been an Event of Default under Section 5.1(a), (b) or (c) or otherwise arising from a failure to make a required payment of principal
on any Notes, (ii) the Indenture Trustee determines that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as and when they would have become due if the Notes had not been
declared due and payable and (iii) the Indenture Trustee obtains the consent of Holders of a majority of the aggregate Outstanding Amount of the Notes. In determining such sufficiency or insufficiency with respect to clauses (B) and (C), the
Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such
purpose. 
  

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 (b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall
pay out the money or property in the following order: 
  
 FIRST: to the Indenture Trustee for amounts due under Section 6.7 and to the Owner Trustee for amounts due under Section 6.9 of the Trust Agreement and Section 7.1 of the Trust Sale and Servicing Agreement; and

  
 SECOND: to the Collection Account for
distribution pursuant to Section 4.5 of the Trust Sale and Servicing Agreement, with such amounts being deemed to be Available Trust Principal and Available Trust Interest in the same proportion as the outstanding principal balance of the
Notes bears to the accrued and unpaid interest on the Notes (and, if any series of Notes has Specified Support Arrangements, the amount unpaid under such Specified Support Arrangement). 
  
 SECTION 5.5 Optional Preservation of the Trust Estate. If the Notes have been declared to be due and payable under
Section 5.2 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to take and maintain possession of the Trust Estate. It is the desire of
the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to take and
maintain possession of the Trust Estate. In determining whether to take and maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose. 
  
 SECTION 5.6 Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 
  
 (a) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; 
  
 (b) 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; 
  
 (c) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and
liabilities to be incurred in complying with such request; 
  
 (d)
the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and 
  
 (e) no written 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; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any 

  

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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 of Notes or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Notes. For the protection and enforcement of the provisions of this
Section 5.6, each and every Noteholder shall be entitled to such relief as can be given either at law or in equity. 
  
 If the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing
less than a majority of the Outstanding Amount of the Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture. 
  
 SECTION 5.7 Rights of Noteholders To Receive Principal and Interest.
Notwithstanding any other provisions in this Indenture, the Holders of Notes shall have the right to receive payment of the principal of and interest on such Notes, as allocated to it under the Trust Sale and Servicing Agreement and applicable
Officer’s Issuance Certificate, on or after the respective due dates thereof expressed in such Notes or in this Indenture (or, in the case of redemption, if applicable, on or after the Redemption Date) and to institute suit for the enforcement
of any such payment, and such right shall not be impaired without the consent of such Holders. 
  
 SECTION 5.8 Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been
discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such
Proceeding, be restored severally and to their respective former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted. 
  
 SECTION 5.9 Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy. 
  
 SECTION 5.10 Delay or Omission Not a
Waiver. No delay or omission of the Indenture Trustee or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or
Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture
Trustee or by the Noteholders, as the case may be. 
  

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 SECTION 5.11 Control by Noteholders. The Holders of a majority of the Outstanding Amount of the
Notes shall, subject to provision being made for indemnification against costs, expenses and liabilities in a form satisfactory to the Indenture Trustee, have the right to direct the time, method and place of conducting any Proceeding for any remedy
available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided, however, that: 
  
 (a) such direction shall not be in conflict with any rule of law or with this Indenture; 
  
 (b) subject to the express terms of Section 5.4, any direction to the Indenture Trustee to sell or liquidate the
Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount of the Notes; 
  
 (c) if the conditions set forth in Section 5.5 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to
Section 5.5, then any direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Trust Estate shall be of no force and effect; and 
  
 (d) 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 cause it to incur any liability (y) with respect to which the Indenture Trustee shall have
reasonable grounds to believe that adequate indemnity against such liability is not assured to it and (z) which might materially adversely affect the rights of any Noteholders not consenting to such action. 
  
 SECTION 5.12 Waiver of Past Defaults. 
  
 (a) Prior to the declaration of the acceleration of the maturity of the Notes
as provided in Section 5.2, the Holders of not less than a majority of the Outstanding Amount of the Notes may waive any past Default or Event of Default and its consequences except a Default (i) in the payment of principal of or interest on
any of the Notes or (ii) in respect of a covenant or provision hereof that cannot be modified or amended without the consent of the Holder of each such Note. In the case of any such waiver, the Issuer, the Indenture Trustee and the Noteholders shall
be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. 
  
 (b) Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and
any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right
consequent thereto. 
  
 SECTION 5.13 Undertaking for Costs.
All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any Proceeding for the enforcement of any right or 

  

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remedy under this Indenture, or in any Proceeding against the Indenture Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any
party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such
Proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.13 shall not apply to: 
  
 (a) any Proceeding instituted by the Indenture Trustee; 
  
 (b) any Proceeding instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than
10% of the Outstanding Amount of the Notes; or 
  
 (c) any
Proceeding instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the
Redemption Date). 
  
 SECTION 5.14 Waiver of Stay or Extension
Laws. The Issuer covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or
at any time hereafter in force, that may affect the covenants or the performance of this Indenture. The Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall
not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted. 
  
 SECTION 5.15 Action on Notes. The Indenture Trustee’s right to
seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies
of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the
assets of the Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.4(b) hereof. 
  
 SECTION 5.16 Performance and Enforcement of Certain Obligations. 
  
 (a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer
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 Servicer of their respective obligations to the Issuer under or in connection with the Trust Sale and
Servicing Agreement and the Pooling and Servicing Agreement or by GMAC of its obligations under or in connection with the Pooling 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 Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of
notices of default on the part of the Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or 

  

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secure performance by the Seller or the Servicer of each of their obligations under the Trust Sale and Servicing Agreement and the Pooling and Servicing
Agreement. 
  
 (b) If an Event of Default has occurred and is
continuing, the Indenture Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) 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 Servicer under or in connection with the Trust Sale and Servicing Agreement and the Pooling and Servicing Agreement, including the right or power to take any
action to compel or secure performance or observance by the Seller or the Servicer of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Trust Sale and
Servicing Agreement, and any right of the Issuer to take such action shall be suspended. 
  
 (c) Promptly following a request from the Indenture Trustee to do so and at the Administrator’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 GMAC and the Servicer of each of their obligations to the Seller under or in connection with the Pooling 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 Pooling 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 thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by GMAC and the Servicer of each of their obligations under the Pooling and Servicing Agreement. 
  
 (d) If an Event of Default has occurred and is continuing, the Indenture
Trustee may, and, at the direction (which direction shall be in writing or by telephone (confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the Outstanding Amount of the Notes shall, exercise all rights, remedies, powers,
privileges and claims of the Seller against GMAC and the Servicer under or in connection with the Pooling and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by GMAC and the Servicer
of each of their obligations to the Seller thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Pooling and Servicing Agreement, and any right of the Seller to take such action shall be suspended.

  
 ARTICLE VI 
 THE INDENTURE TRUSTEE 
  
 SECTION 6.1 Duties of Indenture Trustee. 
  
 (a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and
use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs, including without limitation, continuing to hold the Trust Estate and receive
collections on the Receivables included therein and provided in the Trust Sale and Servicing Agreement. 
  

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 (b) Except during the continuance of an Event of Default: 
  
 (i) the Indenture Trustee undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture and the Trust Sale and Servicing Agreement and no implied covenants or obligations shall be read into this Indenture or the Trust Sale and Servicing Agreement against the Indenture
Trustee; and 
  
 (ii) in the absence of bad faith
on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of
this Indenture; provided, however, that the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any
mathematical calculations or other facts stated 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 wilful misconduct, except that: 
  
 (i) this Section 6.1(c) does not limit the effect of Section 6.1(b); 
  
 (ii) the Indenture Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and 
  

(iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 5.11. 
  
 (d)
The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer. 
  
 (e) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this
Indenture or the Trust Sale and Servicing Agreement or the Trust Agreement. 
  
 (f) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any
of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 
  
 (g) Every provision of this Indenture relating to the Indenture Trustee shall be subject to the provisions of this
Section 6.1 and to the provisions of the TIA. 
  

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 SECTION 6.2 Rights of Indenture Trustee. 
  
 (a) The Indenture Trustee may conclusively 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 from the Issuer
or an Opinion of Counsel that such action or omission is required or permitted hereunder. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of
Counsel. 
  
 (c) The Indenture Trustee may execute any of the
trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the
supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. 
  
 (d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its
rights or powers; provided, however, that the Indenture Trustee’s conduct does not constitute wilful misconduct, negligence or bad faith. 
  
 (e) The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the
Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel. 
  
 (f) The Indenture Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Indenture Trustee security or indemnity satisfactory to the Indenture Trustee
against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. 
  
 (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 direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Indenture Trustee, in its direction, may make such further inquiry or investigation
into such facts or matters as it may see fit. 
  
 (h) The
Indenture Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Indenture Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is
received by the Indenture Trustee at the Corporate Trust Office of the Indenture Trustee, and such notice references the Securities and this Indenture. 
  

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 (i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder. 
  
 SECTION 6.3 Indenture Trustee May Own Notes. 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, the Servicer or any of their respective Affiliates with the same rights it would have if it were not Indenture Trustee; provided, however, that the Indenture Trustee
shall comply with Sections 6.10 and 6.11. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. 
  
 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 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 or in any document issued in
connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication. 
  
 SECTION 6.5 Notice of Defaults. If a Default occurs and is continuing and if it is known to a Responsible Officer of the Indenture Trustee, the
Indenture Trustee shall mail to each Noteholder notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of principal of or interest on any Note, the Indenture Trustee may withhold the notice if and so long as
a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders. 
  
 SECTION 6.6 Reports by Indenture Trustee to Holders. The Indenture Trustee shall deliver to each Noteholder the information and documents set forth
in Article VII, and, in addition, all such information with respect to the Notes as may be required by the terms of the Trust Sale and Servicing Agreement to be provided to Holders by the Indenture Trustee to enable such Holder to prepare its
federal and state income tax returns. 
  
 SECTION 6.7
Compensation; Indemnity. 
  
 (a) The Issuer shall cause the
Servicer pursuant to Section 3.03 of the Pooling and Servicing Agreement to pay to the Indenture Trustee from time to time such compensation for its services as shall be agreed upon in writing. The Indenture Trustee’s compensation shall
not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer pursuant to Section 3.03 of the Pooling and Servicing Agreement 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, counsel, accountants and experts. The Issuer shall cause the Servicer pursuant to the Trust Sale and Servicing Agreement to indemnify the Indenture Trustee in accordance with Section 7.1 of the Trust Sale and Servicing
Agreement. 
  
 (b) The Issuer’s obligation to cause the
Servicer to honor the Issuer’s obligations to the Indenture Trustee specified in Section 6.7(a) shall survive the discharge of this 

  

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Indenture. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.1(e) or (f) with respect to the Issuer,
if the Servicer has failed to honor such obligation the expenses are intended to constitute expenses of administration under any Insolvency Law. 
  
 SECTION 6.8 Replacement of Indenture Trustee. 
  
 (a) The Indenture Trustee may at any time give notice of its intent to resign by so notifying the Issuer; provided, however, that no such
resignation shall become effective and the Owner Trustee shall not resign prior to the time set forth in Section 6.8(c). The Holders of a majority in Outstanding Amount of the Notes may remove the Indenture Trustee by so notifying the
Indenture Trustee and may appoint a successor Indenture Trustee. Such resignation or removal shall become effective in accordance with Section 6.8(c). The Issuer shall remove the Indenture Trustee if: 
  
 (i) the Indenture Trustee fails to comply with Section
6.11; 
  
 (ii) the Indenture Trustee is
adjudged bankrupt or insolvent; 
  
 (iii) a
receiver or other public officer takes charge of the Indenture Trustee or its property; or 
  
 (iv) the Indenture Trustee otherwise becomes incapable of acting. 
  
 (b) If the Indenture Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of
Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint and designate a successor Indenture Trustee. 
  
 (c) A successor Indenture Trustee shall deliver a written acceptance of its
appointment and designation to the retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and
duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the
successor Indenture Trustee. 
  
 (d) If a successor Indenture
Trustee does not take office within 60 days after the retiring Indenture Trustee gives notice of its intent to resign or is removed, the retiring Indenture Trustee, the Issuer or the Holders of a majority of the Outstanding Amount of the Notes may
petition any court of competent jurisdiction for the appointment and designation of a successor Indenture Trustee. 
  
 (e) 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. 
  

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 (f) Notwithstanding the replacement of the Indenture Trustee pursuant to this Section 6.8, the
Issuer’s obligations under Section 6.7 and the Servicer’s corresponding obligations under the Trust Sale and Servicing Agreement shall continue for the benefit of the retiring Indenture Trustee. 
  
 SECTION 6.9 Merger or Consolidation of Indenture Trustee. 

 
 (a) Any corporation into which the Indenture Trustee may be merged or with
which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Indenture Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Indenture
Trustee, shall be the successor of the Indenture Trustee under this Indenture; provided, however, that such corporation shall be eligible under the provisions of Section 6.11, without the execution or filing of any instrument or
any further act on the part of any of the parties to this Indenture, anything in this Indenture to the contrary notwithstanding. 
  
 (b) If at the time such successor or successors by merger or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture,
any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time
any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee. In all such cases such
certificate of authentication shall have the same full force as is provided anywhere in the Notes or herein with respect to the certificate of authentication of the Indenture Trustee. 
  
 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 Issuer or any Dealer 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 approved by the Indenture Trustee to act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or separate trustee or separate trustees, of all or any part of the Issuer, and to vest in such Person or Persons, in such capacity
and for the benefit of the Noteholders and (only to the extent expressly provided herein) the Certificateholders, such title to the Issuer, or any part hereof, and, subject to the other provisions of this Section 6.10, such powers, duties,
obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no
notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.8. 
  

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 (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 Issuer or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee; 
  
 (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and 
  
 (iii) the Indenture Trustee may at any time accept the
resignation of or remove any separate trustee or co-trustee. 
  
 (c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified 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 appoint the Indenture Trustee as its agent or attorney-in-fact with full power and authority, to
the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. 
  
 SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA
§ 310(a) and Section 26(a) of the Investment Company Act. The Indenture Trustee shall have a combined capital and surplus, and an aggregate capital, surplus and undivided profits, of at least $50,000,000 as set forth in its most recent
published annual report of condition and (unless waived by Moody’s) it shall have a long term unsecured debt rating of Baa3 or better by Moody’s. The Indenture Trustee shall comply with TIA § 310(b); provided, however, that there
shall be excluded from the operation of 

  

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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). A 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 Indenture Trustee. The Indenture Trustee represents and warrants as of the Closing Date that: 
  
 (a) the Indenture Trustee is a New York banking corporation and the eligibility requirements set forth in Section 6.11 are satisfied with respect
to the Indenture Trustee; 
  
 (b) the Indenture Trustee has full
power, authority and legal right to execute, deliver and perform this Indenture, and has taken all necessary action to authorize the execution, delivery and performance by it of this Indenture; 
  
 (c) the execution, delivery and performance by the Indenture Trustee of this
Indenture (i) shall not violate any provision of any law or regulation governing the banking and trust powers of the Indenture Trustee or any order, writ, judgment or decree of any court, arbitrator, or Governmental Authority applicable to the
Indenture Trustee or any of its assets, (ii) shall not violate any provision of the corporate charter or by-laws of the Indenture Trustee or (iii) shall not violate any provision of, or constitute, with or without notice or lapse of time, a default
under, or result in the creation or imposition of any lien on any properties included in the Trust Estate pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation,
default or lien could reasonably be expected to have a materially adverse effect on the Indenture Trustee’s performance or ability to perform its duties under this Indenture or on the transactions contemplated in this Indenture; 
  
 (d) the execution, delivery and performance by the Indenture Trustee of this
Indenture shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any Governmental Authority or agency regulating the banking and
corporate trust activities of the Indenture Trustee; and 
  
 (e)
this Indenture has been duly executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms. 
  
 SECTION 6.14 Indenture Trustee May Enforce Claims Without Possession of
Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Indenture Trustee shall be brought in its own name as Indenture Trustee. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the
Indenture Trustee, its agents and counsel, be for the ratable benefit of the 

  

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Noteholders and (only to the extent expressly provided herein) the Certificateholders in respect of which such judgment has been obtained. 
  
 SECTION 6.15 Suit for Enforcement. If an Event of Default shall occur
and be continuing, the Indenture Trustee, in its discretion may, subject to the provisions of Section 6.1, proceed to protect and enforce its rights and the rights of the Noteholders under this Indenture by a Proceeding whether for the
specific performance of any covenant or agreement contained in this Indenture or in aid of the execution of any power granted in this Indenture or for the enforcement of any other legal, equitable or other remedy as the Indenture Trustee, being
advised by counsel, shall deem necessary to protect and enforce any of the rights of the Indenture Trustee or the Noteholders. 
  
 SECTION 6.16 Rights of Noteholders to Direct Indenture Trustee. Holders of Notes evidencing not less than a majority of the Outstanding Amount of
the Notes shall have the right to direct in writing the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee or exercising any trust or power conferred on the Indenture Trustee; provided,
however, that subject to Section 6.1, the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, being advised by counsel, determines that the action so directed may not lawfully be
taken, or if the Indenture Trustee in good faith shall, by a Responsible Officer, determine that the proceedings so directed would be illegal or subject it to personal liability or be unduly prejudicial to the rights of Noteholders not parties to
such direction; and provided, further, that nothing in this Indenture shall impair the right of the Indenture Trustee to take any action deemed proper by the Indenture Trustee and which is not inconsistent with such direction by the Noteholders.

  
 ARTICLE VII 
 NOTEHOLDERS’ LISTS AND REPORTS 
  
 SECTION 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders. The Issuer shall furnish or cause to be furnished by the
Servicer to the Indenture Trustee (a) not more than five days before each date on which payments are to be made, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes as of the close
of business on the related Record Date, and (b) at such other times as the Indenture Trustee may request in writing, within 14 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 Indenture Trustee is the Note Registrar, no such list shall be required to be furnished. 
  
 SECTION 7.2 Preservation of Information, Communications to Noteholders. 
  
 (a) The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of Holders of Notes received by the Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.1 upon receipt of a new list so furnished. 
  

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 (b) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to
their rights under this Indenture or under the Notes. 
  
 (c) The
Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c). 
  
 SECTION 7.3 Reports by Issuer. 
  
 (a) The Issuer shall: 
  
 (i) file with the Indenture Trustee, within 15 days after the Issuer is required to file the same with the Commission or any applicable
state agencies, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Issuer may be
required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or any applicable state agencies pursuant to comparable regulation; 
  
 (ii) file with the Indenture Trustee and the Commission or any applicable state agencies in accordance with rules and regulations
prescribed from time to time by the Commission or any applicable state agencies 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 or any applicable state agencies. 
  
 (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of such year. 

 
 SECTION 7.4 Reports by Indenture Trustee. 
  
 (a) If required by TIA § 313(a), within 60 days after each August 15,
beginning with August 15, 2005, the Indenture Trustee shall mail to each Noteholder as required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). The Indenture Trustee also shall comply with TIA §
313(b). A copy of any report delivered pursuant to this Section 7.4(a) shall, at the time of its mailing to Noteholders, 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. 
  
 (b) On each Payment Date, the Indenture Trustee shall include with each payment to each Noteholder a copy of the statement for the Collection Period or
Periods 

  

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applicable to such Payment Date as required pursuant to Section 4.8 of the Trust Sale and Servicing Agreement. 
  
 ARTICLE VIII 
 ACCOUNTS, DISBURSEMENTS AND RELEASES 
  
 SECTION 8.1 Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall
apply all such money received by it as provided in this Indenture, the Pooling and Servicing Agreement and the Trust Sale and Servicing Agreement. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any
payment or performance under any agreement or instrument that is part of the Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of
appropriate Proceedings. Any such action shall be without prejudice to any right to claim an Event of Default under this Indenture and any right to proceed thereafter as provided in Article V. 
  
 SECTION 8.2 Designated Accounts. 
  
 (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to
establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders and the Certificateholders, the Designated Accounts as provided in Articles IV and VI of the Trust Sale and Servicing Agreement (or with respect
to any Designated Account for any series of Notes issued after the Closing Date, on or prior to the closing date with respect to such series of Notes). 
  
 (b) Notwithstanding anything to the contrary herein, all investment earnings on funds on deposit in the applicable Term Note Distribution Account and the
Revolver Distribution Account, net of losses and investment expenses, shall constitute Investment Proceeds and be applied as described in the Trust Sale and Servicing Agreement. 
  
 SECTION 8.3 General Provisions Regarding Designated Accounts. 
  
 (a) Subject to Section 6.1(c), the Indenture Trustee shall not in any
way be held liable by reason of any insufficiency in any of the Designated Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee’s failure to make payments on such
Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms. 
  
 (b) If (i) the Servicer shall have failed to give investment directions for any funds on deposit in the Designated Accounts to the Indenture Trustee by
11:00 a.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day or (ii) an Event of Default shall have occurred and be continuing with respect to a series of Notes but the Notes
shall not have been declared due and payable pursuant to Section 5.2, or, if such series of Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are 

  

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being applied in accordance with Section 5.5 as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent
practicable, invest and reinvest funds in the Designated Accounts in one or more Eligible Investments selected by the Indenture Trustee. 
  
 SECTION 8.4 Release of Trust Estate. 
  
 (a) Subject to the payment of its fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when required by the provisions of this
Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are consistent 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 to the Indenture Trustee pursuant to Section 6.7 have been paid, notify the Issuer thereof in writing and upon receipt of an Issuer Request, release any remaining portion of the
Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the applicable Term Note Distribution Account and the Revolver Distribution Account. The
Indenture Trustee shall (i) release any remaining portion of the Trust Estate that secured the Certificates from the lien of this Indenture and (ii) release to the Issuer or any other Person entitled thereto any funds then on deposit in the Reserve
Fund or the Collection Account only at such time as (x) there are no Notes Outstanding, (y) all payments in respect of the Certificate Balance and interest due to the Certificateholders have been paid in full and (z) all sums due to the Indenture
Trustee pursuant to Section 6.7 have been paid. 
  
 SECTION
8.5 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 8.4(a), accompanied by copies of any instruments involved, and the
Indenture Trustee shall also require as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same,
and concluding that all conditions precedent to the taking of such action have been complied with and such action shall not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the
provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the 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 pursuant to the provisions of this Indenture in connection with any such action. 
  

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 ARTICLE IX 
 SUPPLEMENTAL INDENTURES 
  
 SECTION 9.1 Supplemental Indentures Without Consent of Noteholders. 
  
 (a) Without the consent of the Holders of any Notes but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter
into one or more indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:

  
 (i) to correct or amplify the description of
any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to
the lien of this Indenture; 
  
 (ii) to evidence
the succession, in compliance with Section 3.10 and the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes; 
  
 (iii) to add to the covenants of the Issuer for the benefit
of the Noteholders; 
  
 (iv) to convey, transfer,
assign, mortgage or pledge any property to or with the Indenture Trustee; 
  
 (v) to cure any ambiguity or to correct or supplement any provision herein or in any supplemental indenture which may be inconsistent with any other provision herein or in any supplemental indenture; 
  
 (vi) to evidence and provide for the acceptance of the
appointment hereunder by a successor trustee with respect to the Notes and the Indenture 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; 
  
 (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, and the Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate
agreements and stipulations that may be therein contained; 
  
 (viii) to increase or decrease the Specified Maximum Revolver Balance with respect to the Revolving Notes, subject to the satisfaction of the Rating Agency Condition, in the case of an increase, and the other
conditions set forth in the Trust Sale and Servicing Agreement; or 
  

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 (ix) to add provisions to or delete or modify the existing provisions of this Indenture
as appropriate to allow the Trust to issue foreign currency-denominated Notes, including without limitation adding provisions granting rights under this Indenture to counterparties of the currency swaps that may be entered into in connection with
the issuance of such foreign currency-denominated Notes. 
  
 (b)
The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Noteholders but with prior notice to the Rating Agencies, at any time and from time to time enter into one or more indentures
supplemental hereto for the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders under this Indenture; provided,
however, that 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 Supplemental Indentures With Consent of Noteholders. 
  
 (a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating
Agencies and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to, changing in any manner, or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: 
  
 (i) change the due date of any instalment of principal of or interest on any Note, or reduce the principal amount thereof, the interest
rate applicable thereto, or the Redemption Price with respect thereto, change any place of payment where, or the coin or currency in which, any Note or any interest thereon is payable, or impair the right to institute suit for the enforcement of the
provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on
or after the Redemption Date); 
  
 (ii) reduce
the percentage of the Outstanding Amount of the Notes, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of
this Indenture or certain defaults hereunder and their consequences as provided for in this Indenture; 
  
 (iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; 
  
 (iv) reduce the percentage of the Outstanding Amount of the
Notes required to direct the Indenture Trustee to sell or liquidate the Trust Estate pursuant to Section 5.4 if the proceeds of such sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the Outstanding
Notes; 
  

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 (v) modify any provision of this Section 9.2 to decrease the required minimum
percentage necessary to approve any amendments to any provisions of this Indenture; 
  
 (vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest
or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) (it being understood that the issuance of any Notes and the specification of the terms and provisions thereof
pursuant to an Officer’s Issuance Certificate shall not be deemed to have such effect for purposes hereof), or modify or alter the provisions of the Indenture regarding the voting of Notes held by the Issuer, the Seller or any Affiliate of
either of them; or 
  
 (vii) permit the creation
of any Lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time
subject hereto or deprive the Holder of any Note of the security afforded by the lien of this Indenture. 
  
 (b) The Indenture Trustee may in its discretion determine whether or not any Notes would be affected (such that the consent of each Noteholder would be
required) by any supplemental indenture proposed pursuant to this Section 9.2 and any such determination shall be conclusive and binding upon the Holders of all Notes, whether authenticated and delivered thereunder before or after the date
upon which such supplemental indenture becomes effective. The Indenture Trustee shall not be liable for any such determination made in good faith. 
  
 (c) It shall be sufficient if an Act of Noteholders approves the substance, but not the form, of any proposed supplemental indenture. 
  
 (d) Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section 9.2, the Indenture Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental
indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. 
  
 SECTION 9.3 Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by any supplemental indenture permitted by this Article IX or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee 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 stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to the execution of
any such amendment have been satisfied. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture
or otherwise. 
  

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 SECTION 9.4 Effect of Supplemental Indenture. Upon the execution of any supplemental indenture
pursuant to the provisions 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 Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 
  
 SECTION 9.5 Conformity with Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the TIA as then in effect so long as this Indenture shall then be qualified under the TIA. 
  
 SECTION 9.6 Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee
shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee
in exchange for Outstanding Notes of the same series. 
  
 ARTICLE X 
 REDEMPTION OF TERM NOTES 
  
 SECTION 10.1 Redemption. The Term Notes shall be subject to redemption if and to the extent provided in the related
Officer’s Issuance Certificate. The purchase price for the Term Notes shall be equal to the applicable Redemption Price set forth in the Officer’s Issuance Certificate, provided the Issuer has available funds sufficient to pay such amount.
The Issuer shall furnish the Rating Agencies notice of any such redemption. If the Term Notes are to be redeemed pursuant to this Section 10.1, the Issuer shall furnish notice thereof to the Indenture Trustee not later than 25 days prior to
the applicable Redemption Date and the Issuer shall deposit into the Term Note Distribution Account on or before the applicable Redemption Date, the aggregate Redemption Price of the Term Notes to be redeemed, whereupon all such Term Notes shall be
due and payable on the Redemption Date. 
  
 SECTION 10.2 Form
of Redemption Notice. 
  
 (a) Notice of redemption of any Term
Notes under Section 10.1 shall be given by the Indenture Trustee by first-class mail, postage prepaid, mailed not less than five days prior to the applicable Redemption Date to each Term Noteholder of record of the Term Notes to be redeemed
at such Term Noteholder’s address appearing in the Note Register. 
  
 (b) All notices of redemption shall state: 
  
 (i) the applicable Redemption Date; 
  

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 (ii) the applicable Redemption Price; 
  
 (iii) the place where the Term Notes are to be surrendered
for payment of the Redemption Price (which shall be the Agency Office of the Indenture Trustee to be maintained as provided in Section 3.2); 
  
 (iv) the CUSIP number, if applicable; and 
  
 (v) the principal amount of Notes to be redeemed. 
  

(c) Notice of redemption of the Term Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer. Failure to give notice
of redemption, or any defect therein, to any Holder of any Term Note shall not impair or affect the validity of the redemption of any other Term Note. 
  
 SECTION 10.3 Term Notes Payable on Redemption Date. With respect to the Term Notes, such Term Notes shall, following notice of redemption as
required by Section 10.2 (in the case of redemption pursuant to Section 10.1), on the applicable Redemption Date cease to be Outstanding for purposes of this Indenture and shall thereafter represent only the right to receive the
applicable Redemption Price and (unless the Issuer shall default in the payment of such Redemption Price) no interest shall accrue on such Redemption Price for any period after the date to which accrued interest is calculated for purposes of
calculating such Redemption Price. 
  
 ARTICLE XI

 MISCELLANEOUS 
  
 SECTION 11.1 Compliance Certificates and Opinions, etc. 
  
 (a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall
furnish to the Indenture Trustee: (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section
11.1, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. Every certificate
or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: 
  
 (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the
definitions herein relating thereto; 
  
 (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; 
  

 50 








 (iii) a statement that, in the judgment 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 with the Indenture
Trustee of any Collateral or other property or securities that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section
11.1(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officers’ Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer
of the Collateral or other property or securities to be so deposited. 
  
 (ii) Whenever the Issuer is required to furnish to the Indenture Trustee an Officers’ Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (b)(i) above, the
Issuer shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuer of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or
release since the commencement of the then current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to clause (i) above and this clause (b)(ii), is 10% or more of the Outstanding Amount of the Notes, but such a
certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuer as set forth in the related Officers’ Certificate is less than $25,000 or less than one percent of the Outstanding Amount of
the Notes. 
  
 (iii) Other than with respect to
the release of any Warranty Receivables, Administrative Receivables or Defaulted Receivables, whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an
Officer’s Certificate certifying or stating the opinion of each Person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such
Person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof. 
  
 (iv) Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion
of any signatory thereof as to the matters described in clause (b)(iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other
property, other than Warranty Receivables, Administrative Receivables or Defaulted Receivables, or securities released from the lien of this Indenture since the commencement of the then current calendar year, as set forth in the certificates
required by clause (b)(iii) above and this clause (b)(iv), equals 10% or more of the Outstanding Amount of the Notes, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set
forth in the 

  

 51 








 
related Officer’s Certificate is less than $25,000 or less than one percent of the then Outstanding Amount of the Notes. 
  
 (v) Notwithstanding Section 2.9 or any other
provision of this Section 11.1, the Issuer may (A) collect, liquidate, sell or otherwise dispose of Receivables and related Collateral Security and proceeds of both as and to the extent permitted or required by the Basic Documents, (B) make
cash payments out of the Designated Accounts and the Certificate Distribution Account as and to the extent permitted or required by the Basic Documents and (C) take any other action not inconsistent with the TIA. 
  
 SECTION 11.2 Form of Documents Delivered to Indenture Trustee.

  
 (a) In any case where several matters are required to be
certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 
  
 (b) Any certificate or opinion of an Authorized Officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with
respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Servicer, the Seller, the Issuer or the Administrator, stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller, the Issuer or the
Administrator, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 
  
 (c) 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. 
  
 (d) Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall
deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the
effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such
certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.

  

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 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 or a series of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein
otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 11.3. 
  
 (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved in any manner that the Indenture Trustee deems sufficient. 
  
 (c) The ownership of Notes shall be proved by the Note Register. 
  
 (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes (or any one or more Predecessor
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 to
be made upon, given or furnished to or filed with: 
  
 (a) the
Indenture Trustee by any Noteholder or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at its Corporate Trust Office, or 
  
 (b) the Issuer by the Indenture Trustee or by any Noteholder shall be
sufficient for every purpose hereunder if in writing and either sent by electronic facsimile transmission (with hard copy to follow via first class mail) or mailed, by certified mail, return receipt requested to the Issuer and the Owner Trustee each
at the address specified in Appendix B to the Trust Sale and Servicing Agreement. 
  
 The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee and the Indenture Trustee shall likewise promptly transmit any notice received by it from the Noteholders to
the Issuer. 
  
 (c) Notices required to be given to the Rating
Agencies by the Issuer, the Indenture Trustee or the Owner Trustee shall be delivered as specified in Appendix B to the Trust Sale and Servicing Agreement. 
  

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 SECTION 11.5 Notices to Noteholders; Waiver. 
  
 (a) Where this Indenture provides for notice to Noteholders of any condition
or event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if it is in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at such Person’s address as it appears on the
Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. If 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 regardless of
whether such notice is in fact actually received. 
  
 (b) Where
this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by
Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. 
  
 (c) In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity,
it shall be impractical to mail notice of any event of 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. 
  
 (d) Where
this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute an Event of Default. 
  
 SECTION 11.6 Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Holder, that is
different from the methods provided for in this Indenture for such payments or notices. The Issuer shall furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee shall cause payments to be made and notices to be given
in accordance with such agreements. 
  
 SECTION 11.7 Conflict
with Trust Indenture Act. 
  
 (a) If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the TIA, such required provision shall control. 
  
 (b) 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. 
  

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 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. 
  
 (a) All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not. 
  
 (b) All covenants and agreements of the Indenture Trustee in this Indenture shall bind its successors and assigns, whether
so expressed or not. 
  
 SECTION 11.10 Severability. In
case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  
 SECTION 11.11 Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the Noteholders and the Note Owners and (only to the extent expressly provided herein) the Certificateholders and the Certificate
Owners and any other party secured hereunder, and any other Person with an ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture. 
  
 SECTION 11.12 Legal Holidays. 
  
 If the date on which any payment is due shall not be a Business Day, then
(notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day, with the same force and effect as if made on the date on which nominally due, and no
interest shall accrue for the period from and after any such nominal date. 
  
 SECTION 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 
  
 SECTION 11.14 Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one
and the same instrument. 
  
 SECTION 11.15 Recording of
Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture
Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or
remedy granted to the Indenture Trustee under this Indenture. 
  

 55 








 SECTION 11.16 No Recourse. 
  
 (a) Each Noteholder will agree by acceptance of a Note (or interest therein) that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against: 
  
 (i) the Indenture Trustee or the Owner Trustee in its
individual capacity; 
  
 (ii) any owner of a
beneficial interest in the Issuer; or 
  
 (iii)
any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any
successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any instalment 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. 
  
 (b) Except as
expressly provided in the Basic Documents, neither the Seller, the Servicer, the Indenture Trustee nor the Owner Trustee in their respective individual capacities, any owner of a beneficial interest in the Issuer, nor any of their respective
partners, owners, beneficiaries, agents, officers, directors, employees or successors or assigns, shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on, or performance of, or
omission to perform, any of the covenants, obligations or indemnifications contained in the Notes or this Indenture, it being expressly understood that said covenants, obligations and indemnifications have been made by the Owner Trustee solely as
the Owner Trustee in the assets of the Issuer. Each Noteholder or Note Owner by the acceptance of a Note (or beneficial interest therein) will agree that, except as expressly provided in the Basic Documents, in the case of an Event of Default under
this Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of
the Issuer for any and all liabilities, obligations and undertakings contained in this Indenture or in the Notes. 
  
 SECTION 11.17 No Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note (or
interest therein) issued hereunder, hereby covenant and agree that they shall not, prior to the date which is one year and one day after the termination of the Trust Agreement, acquiesce, petition or otherwise invoke or cause the Seller or the
Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller or the Issuer under any Insolvency 

  

 56 








 
Law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or the Issuer or any substantial
part of its property, or ordering the winding up or liquidation of the affairs of the Seller or the Issuer. 
  
 SECTION 11.18 Inspection. The Issuer agrees that, on reasonable prior notice, it shall 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. 
  
 * * * * * 
  

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

					
	 SUPERIOR WHOLESALE INVENTORY
 FINANCING TRUST
XI

		
	By:	 	 Chase Manhattan Bank USA, National
 Association, not in its individual capacity
 but solely as Owner Trustee

		
	 By:
	 	 /s/ John J. Cashin

	 	 	 Name:
	 	 John J. Cashin

	 	 	 Title:
	 	 Vice President

	
	 THE BANK OF NEW YORK,
 as Indenture
Trustee

		
	 By:
	 	 /s/ Jonathan Farber

	 	 	 Name:
	 	 Jonathan Farber

	 	 	 Title:
	 	 Assistant Vice President



  









  
 EXHIBIT A 

 
 TRANSFER CERTIFICATE 
  
 Wholesale Auto Receivables Corporation 
 Corporation Trust Center 
 1209 Orange Street 
 Wilmington, DE 19801 
  
 The Bank of New York 
 101 Barclay Street, 12 East 
 New York, NY 10286 
  

	Attn: Corporate	Trust Trustee Administration 

  as Indenture Trustee
for Superior 
  Wholesale Inventory Financing TRUST XI 
  
 Ladies and Gentlemen: 
  
 In connection with the purchase of a Note subject to Section 2.15 of the Indenture dated as of February 24, 2005 (the “Unregistered
Note”) of the Superior Wholesale Inventory Financing TRUST XI, the undersigned buyer (“Buyer”) hereby acknowledges, represents and agrees that: 
  
 (a) The Buyer has received the [describe offering document] relating to the offering of the Unregistered Note (including
exhibits thereto). 
  
 (b) The Buyer understands that the
Unregistered Note has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold except as permitted in the following sentence. The Buyer agrees, on its own behalf and on behalf of
any accounts for which it is acting as hereinafter stated, that such Unregistered Note may be resold, pledged or transferred only (i) to an institutional investor that is an “Accredited Investor” as defined in Rule 501(a)(1),(2),(3) or (7)
(an “Institutional Accredited Investor”) under the Securities Act acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Institutional Accredited Investors unless
the holder is a bank acting in its fiduciary capacity) that, if so requested by the Seller or the Indenture Trustee, executes a certificate in the form hereof, (ii) so long as such Unregistered Note is eligible for resale pursuant to Rule 144A under
the Securities Act (“Rule 144A”), to a person whom the Buyer reasonably believes after due inquiry to be a “qualified institutional buyer” (as defined in Rule 144A) acting for its own account (and not for the account of others)
or as a fiduciary or agent for others (which others also are “qualified institutional buyers”) that, if so requested by the Seller or the Indenture Trustee, executes a certificate in the form hereof or (iii) in a sale, pledge or other
transfer made in a transaction otherwise exempt from the registration requirements of the Securities Act, in which case (A) the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the
Indenture Trustee and the Seller in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Indenture Trustee and the Seller, and (B) the Indenture Trustee shall require a written opinion
of counsel (which will not be at the expense of the Seller, the Servicer 

  









 
or the Indenture Trustee) satisfactory to the Seller and the Indenture Trustee to the effect that such transfer will not violate the Securities Act, in each
case in accordance with any applicable securities laws of any state of the United States. The Buyer will notify any purchaser of the Unregistered Note from it of the above resale restrictions, if then applicable. The Buyer further understands that
in connection with any transfer of the Unregistered Note by it that the Seller and the Indenture Trustee may request, and if so requested the Buyer will furnish, such certificates and other information as they may reasonably require to confirm that
any such transfer complies with the foregoing restrictions. 
  
 (c) [CHECK ONE] 
  

	 	 ̈	(1) The Buyer is an institutional investor and an “accredited investor” (as defined in Rule 501(a)(1),(2),(3) or (7) of Regulation D under the Securities Act) acting for
its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Institutional Accredited Investors unless the Buyer is bank acting in its fiduciary capacity). The Buyer has such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Unregistered Note, and the Buyer and any accounts for which it is acting are able to bear the economic risk of investment in
the Unregistered Note for an indefinite period of time. The Buyer is acquiring the Unregistered Note for investment and not with a view to, or for offer and sale in connection with, a public distribution. 

  

	 	 ̈	(2) The Buyer is a “qualified institutional buyer” as defined under Rule 144A under the Securities Act and is acquiring the Unregistered Note for its own account (and not
for the account of others) or as a fiduciary or agent for others (which others also are “qualified institutional buyers”). The Buyer is familiar with Rule 144A under the Securities Act and is aware that the seller of the Unregistered Note
and other parties intend to rely on the statements made herein and the exemption from the registration requirements of the Securities Act provided by Rule 144A. 

  
 (d) You are entitled to rely upon this letter and you are irrevocably authorized to produce this letter or a copy hereof to
any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. 
  










	
	
	 
	 Print Name of Buyer




			
		
	 By:
	 	 



			
		
	 Name:
	 	 
		
	 Title:
	 	 
		
	 Date:
	 	 


  









 EXHIBIT B 
  

UNDERTAKING LETTER 
  
 Wholesale Auto Receivables Corporation 
 Corporation Trust Center 

1209 Orange Street 
 Wilmington, DE 19801 
  
 The Bank of New York 
 101 Barclay Street, 12 East 
 New York, New York 10286 

	Attn: Corporate	Trust Trustee Administration 

  as Indenture Trustee
for Superior 
  Wholesale Inventory Financing TRUST XI 
  
 Ladies and Gentlemen: 
  
 In connection with our purchase of record or beneficial ownership of a Note subject to the provisions of Section 2.15 of the Indenture dated as of
February 24, 2005 (the “Unregistered Note”) of the Superior Wholesale Inventory Financing TRUST XI, the undersigned purchaser, record owner or beneficial owner hereby acknowledges, represents and warrants that such purchaser, record
owner or beneficial owner: 
  
 (1) is not, and has not acquired
the Unregistered Note by or for the benefit of, (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is subject to the provisions of Title I of ERISA,
(ii) a plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or (iii) any entity whose underlying assets include plan assets by reason of investment by an employee benefit plan or plan in such entity; and 

 
 (2) acknowledges that you and others will rely on our acknowledgments,
representations and warranties, and agrees to notify you promptly in writing if any of our acknowledgments, representations or warranties herein cease to be accurate and complete. 
  

	
	
	 
	 Name of Note Owner




			
		
	 By:
	 	 



			
		
	 Name:
	 	 
		
	 Title:
	 	 
		
	 Date:
	 	 


  









 APPENDIX A 
  

ADDITIONAL REPRESENTATIONS AND WARRANTIES 
  
 1. This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the property described in clauses (a) and (b) of
Section 2.01 of the Pooling and Servicing Agreement (the “Trust Assets”) in favor of the Indenture Trustee which security interest is prior to all other Liens, and is enforceable as such against creditors and purchasers from the
Trust. 
  
 2. All steps necessary to perfect the Trust’s
security interest against each Obligor in the property securing the Trust Assets have been taken. 
  
 3. The Trust Assets constitute “accounts,” “chattel paper” or “payment intangibles” within the meaning of the applicable
UCC. 
  
 4. The Trust owns and has good and marketable title to
the Trust Assets free and clear of any Liens, claim or encumbrance of any Person. The Trust has received all consents and approval required by the terms of the Trust Assets to the pledge of the Trust Assets to the Indenture Trustee.

  
 5. The Trust has caused or will have caused, within ten days,
the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Assets granted to the Indenture Trustee under this Agreement.

  
 6. GMAC, as Custodian, has in its possession the Eligible
Receivables Files and holds them in accordance with its customary procedures and any and all other documents that the Servicer or the Seller shall keep on file, in accordance with its customary procedures, relating to the Eligible Receivables. All
financing statements filed or to be filed against the Trust in favor of the Indenture Trustee in connection herewith describing the Trust Assets contain a statement to the following effect: “A purchase of or security interest in any collateral
described in this financing statement will violate the rights of the Secured Party.” 
  
 7. Other than the security interest granted to the Indenture Trustee under this Agreement, the Trust has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust Assets. The
Trust has not authorized the filing of and none is aware of any financing statements that include a description of collateral covering the Trust Assets other than any financing statement (i) relating to the security interest granted to WARCO, the
Issuer and the Indenture Trustee under the Basic Documents, (ii) that has been terminated, or (iii) that names the Trust as secured party. The Trust is not aware of any judgment or tax lien filings against the Trust. 
  
 8. The representations, warranties and certifications contained in paragraphs
1-7 above shall survive the pledge of the Trust Assets to the Indenture Trustee. No failure or delay on the part of the Indenture Trustee in exercising any right, remedy, power or privilege with respect to this Agreement shall operate as a waiver
thereof nor shall any single or partial exercise of any right, remedy, power or privilege with respect to this Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. 
  

 2