Exhibit 4.1


 


EXECUTION
COPY


 




 





 


INDENTURE


 


 


Dated as of November 26, 2003


 


 


between


 


HOUSEHOLD AUTOMOTIVE TRUST 2003-2


Issuer


 


and


 


WELLS FARGO BANK  MINNESOTA, NATIONAL ASSOCIATION


Indenture Trustee


 


 




 




















 


TABLE OF
CONTENTS


 


	
  ARTICLE I.
  Definitions and Incorporation by Reference

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1

  	
  Definitions

  	
   

  
	
  SECTION 1.2

  	
  Incorporation
  by Reference of the Trust Indenture Act

  	
   

  
	
  SECTION 1.3

  	
  Rules of
  Construction

  	
   

  
	
  SECTION 1.4

  	
  Action by or
  Consent of Noteholders and Certificateholders

  	
   

  
	
  SECTION 1.5

  	
  Conflict with
  TIA

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE II.
  The Notes

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1

  	
  Form; Amount
  Limited; Issuable in Series

  	
   

  
	
  SECTION 2.2

  	
  Execution,
  Authentication and Delivery

  	
   

  
	
  SECTION 2.3

  	
  Temporary
  Notes

  	
   

  
	
  SECTION 2.4

  	
  Registration;
  Registration of Transfer and Exchange

  	
   

  
	
  SECTION 2.5

  	
  Mutilated,
  Destroyed, Lost or Stolen Notes

  	
   

  
	
  SECTION 2.6

  	
  Persons
  Deemed Owner

  	
   

  
	
  SECTION 2.7

  	
  Payment of
  Principal and Interest; Defaulted Interest

  	
   

  
	
  SECTION 2.8

  	
  Cancellation

  	
   

  
	
  SECTION 2.9

  	
  Reserved

  	
   

  
	
  SECTION 2.10

  	
  Book-Entry
  Notes

  	
   

  
	
  SECTION 2.11

  	
  Notices to
  Clearing Agency

  	
   

  
	
  SECTION 2.12

  	
  Definitive
  Notes

  	
   

  
	
  SECTION 2.13

  	
  Final Distribution

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE III.
  Covenants

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1

  	
  Payment of
  Principal and Interest

  	
   

  
	
  SECTION 3.2

  	
  Maintenance
  of Office or Agency

  	
   

  
	
  SECTION 3.3

  	
  Money for
  Payments to be Held in Trust

  	
   

  
	
  SECTION 3.4

  	
  Existence

  	
   

  
	
  SECTION 3.5

  	
  Protection of
  Series Trust Estate

  	
   

  
	
  SECTION 3.6

  	
  Opinions as
  to Series Trust Estate

  	
   

  
	
  SECTION 3.7

  	
  Performance
  of Obligations; Servicing of Receivables

  	
   

  
	
  SECTION 3.8

  	
  Negative
  Covenants

  	
   

  
	
  SECTION 3.9

  	
  Annual
  Statement as to Compliance

  	
   

  
	
  SECTION 3.10

  	
  Issuer
  May Consolidate, Etc. Only on Certain Terms

  	
   

  
	
  SECTION 3.11

  	
  Successor
  or Transferee

  	
   

  
	
  SECTION 3.12

  	
  No Other
  Business

  	
   

  
	
  SECTION 3.13

  	
  No
  Borrowing

  	
   

  
	
  SECTION 3.14

  	
  Master
  Servicer’s Obligations

  	
   

  
	
  SECTION 3.15

  	
  Guarantees,
  Loans, Advances and Other Liabilities

  	
   

  
	
  SECTION 3.16

  	
  Capital
  Expenditures

  	
   

  
	
  SECTION 3.17

  	
  Compliance
  with Laws

  	
   

  
	
  SECTION 3.18

  	
  Restricted
  Payments

  	
   

  
	
  SECTION 3.19

  	
  Notice of
  Events of Default

  	
   

  
	
  SECTION 3.20

  	
  Further
  Instruments and Acts

  	
   

  
	
  SECTION 3.21

  	
  Amendments
  of Master Sale and Servicing Agreement and Trust Agreement

  	
   

  
	
  SECTION 3.22

  	
  Income Tax
  Characterization

  	
   

  



 


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  ARTICLE IV.
  Satisfaction and Discharge

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1

  	
  Satisfaction
  and Discharge of Indenture

  	
   

  
	
  SECTION 4.2

  	
  Application of
  Trust Money

  	
   

  
	
  SECTION 4.3

  	
  Repayment of
  Monies Held by Note Paying Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE V.
  Remedies

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1

  	
  Events of
  Default

  	
   

  
	
  SECTION 5.2

  	
  Collection of
  Indebtedness and Suits for Enforcement by Indenture Trustee

  	
   

  
	
  SECTION 5.3

  	
  Limitation of
  Suits

  	
   

  
	
  SECTION 5.4

  	
  Unconditional
  Rights of Noteholders To Receive Principal and Interest

  	
   

  
	
  SECTION 5.5

  	
  Restoration
  of Rights and Remedies

  	
   

  
	
  SECTION 5.6

  	
  Rights and
  Remedies Cumulative

  	
   

  
	
  SECTION 5.7

  	
  Delay or
  Omission Not a Waiver

  	
   

  
	
  SECTION 5.8

  	
  Limitation on
  Voting of Preferred Stock; Control by Insurer/Noteholders

  	
   

  
	
  SECTION 5.9

  	
  Waiver of
  Past Defaults

  	
   

  
	
  SECTION 5.10

  	
  Undertaking
  for Costs

  	
   

  
	
  SECTION 5.11

  	
  Waiver of
  Stay or Extension Laws

  	
   

  
	
  SECTION 5.12

  	
  Action on
  Notes

  	
   

  
	
  SECTION 5.13

  	
  Performance
  and Enforcement of Certain Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI.
  The Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1

  	
  Duties of
  Indenture Trustee

  	
   

  
	
  SECTION 6.2

  	
  Rights of
  Indenture Trustee

  	
   

  
	
  SECTION 6.3

  	
  Individual
  Rights of Indenture Trustee

  	
   

  
	
  SECTION 6.4

  	
  Indenture
  Trustee’s Disclaimer

  	
   

  
	
  SECTION 6.5

  	
  Notice of
  Defaults

  	
   

  
	
  SECTION 6.6

  	
  Reports by
  Master Servicer to Holders

  	
   

  
	
  SECTION 6.7

  	
  Compensation
  and Indemnity

  	
   

  
	
  SECTION 6.8

  	
  Replacement
  of Indenture Trustee

  	
   

  
	
  SECTION 6.9

  	
  Successor
  Indenture Trustee by Merger

  	
   

  
	
  SECTION 6.10

  	
  Appointment
  of Co-Indenture Trustee or Separate Indenture Trustee

  	
   

  
	
  SECTION 6.11

  	
  Eligibility:
  Disqualification

  	
   

  
	
  SECTION 6.12

  	
  Preferential
  Collection of Claims Against Issuer

  	
   

  
	
  SECTION 6.13

  	
  Representations
  and Warranties of the Indenture Trustee

  	
   

  
	
  SECTION 6.14

  	
  Waiver of
  Setoffs

  	
   

  
	
  SECTION 6.15

  	
  No Consent
  to Certain Acts of Seller

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII.
  Noteholders’ Lists and Reports

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1

  	
  Issuer To
  Furnish To Indenture Trustee Names and Addresses of Noteholders

  	
   

  
	
  SECTION 7.2

  	
  Preservation
  of Information; Communications to Noteholders

  	
   

  
	
  SECTION 7.3

  	
  Reports by
  Issuer

  	
   

  
	
  SECTION 7.4

  	
  Reports by
  Indenture Trustee

  	
   

  



 


ii

















 


	
  ARTICLE VIII.
  Accounts, Disbursements and Releases

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1

  	
  Collection of
  Money

  	
   

  
	
  SECTION 8.2

  	
  Release of
  Series Trust Estate

  	
   

  
	
  SECTION 8.3

  	
  Opinion of
  Counsel

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX.
  Amendments; the Series Supplement

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1

  	
  Amendments
  Without Consent of Noteholders

  	
   

  
	
  SECTION 9.2

  	
  Amendments
  With Consent of Noteholders

  	
   

  
	
  SECTION 9.3

  	
  Series
  Supplement Authorizing the Notes

  	
   

  
	
  SECTION 9.4

  	
  Execution of
  the Series Supplement

  	
   

  
	
  SECTION 9.5

  	
  Effect of
  Series Supplement

  	
   

  
	
  SECTION 9.6

  	
  Conformity
  With Trust Indenture Act

  	
   

  
	
  SECTION 9.7

  	
  Reference in
  Notes to the Series Supplement

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE X.

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 10.1

  	
  Note
  Insurer’s Rights Regarding Actions, Proceedings or Investigations.

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI.
  Miscellaneous

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 11.1

  	
  Compliance
  Certificates and Opinions, etc.

  	
   

  
	
  SECTION 11.2

  	
  Form of
  Documents Delivered to Indenture Trustee

  	
   

  
	
  SECTION 11.3

  	
  Acts of
  Noteholders

  	
   

  
	
  SECTION 11.4

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

  	
   

  
	
  SECTION 11.5

  	
  Notices to
  Noteholders; Waiver

  	
   

  
	
  SECTION 11.6

  	
  Alternate
  Payment and Notice Provisions

  	
   

  
	
  SECTION 11.7

  	
  Conflict
  with Trust Indenture Act

  	
   

  
	
  SECTION 11.8

  	
  Effect of
  Headings and Table of Contents

  	
   

  
	
  SECTION 11.9

  	
  Successors
  and Assigns

  	
   

  
	
  SECTION 11.10

  	
  Separability

  	
   

  
	
  SECTION 11.11

  	
  Benefits
  of Indenture

  	
   

  
	
  SECTION 11.12

  	
  Legal
  Holidays

  	
   

  
	
  SECTION 11.13

  	
  GOVERNING
  LAW

  	
   

  
	
  SECTION 11.14

  	
  Counterparts

  	
   

  
	
  SECTION 11.15

  	
  Recording
  of Indenture

  	
   

  
	
  SECTION 11.16

  	
  Trust
  Obligation

  	
   

  
	
  SECTION 11.17

  	
  No
  Petition

  	
   

  
	
  SECTION 11.18

  	
  Limited
  Recourse.

  	
   

  
	
  SECTION 11.19

  	
  Inspection

  	
   

  
	
  SECTION 11.20

  	
  Limitation
  of Liability

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A  — Form of Transferee Certificate

  	
   

  



 


iii

















 


INDENTURE dated as of November 26, 2003,
between HOUSEHOLD AUTOMOTIVE TRUST 2003-2, a Delaware statutory trust (the
“Issuer”) and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national
banking association, as indenture trustee (the “Indenture Trustee”).


 


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


 


GRANTING CLAUSE


 


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


 


ARTICLE I.


 


Definitions and Incorporation by Reference


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Indebtedness” means, with respect to any Person at
any time, (a) indebtedness or liability of such Person for borrowed money
whether or not evidenced by bonds, debentures, notes or other instruments, or
for the deferred purchase price of property or services (including trade
obligations); (b) obligations of such Person as lessee under leases which
should have been or should be, in accordance with generally accepted accounting
principles, recorded as capital leases; (c) current liabilities of such Person
in respect of unfunded vested benefits under plans covered by Title IV of
ERISA; (d) obligations issued for or liabilities incurred on the account of
such Person; (e) obligations 


 


2

















 


or
liabilities of such Person arising under acceptance facilities; (f) obligations
of such Person under any guarantees, endorsements (other than for collection or
deposit in the ordinary course of business) and other contingent obligations to
purchase, to provide funds for payment, to supply funds to invest in any Person
or otherwise to assure a creditor against loss; (g) obligations of such Person
secured by any lien on property or assets of such Person, whether or not the
obligations have been assumed by such Person; or (h) obligations of such Person
under any interest rate or currency exchange agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Note Owner” means, with respect to a Book-Entry
Note, the person who is the owner of such Book-Entry Note, as reflected on the
books of the Clearing Agency,


 


3

















 


or
on the books of a Person maintaining an account with such Clearing Agency
(directly as a Clearing Agency Participant or as an indirect participant, in each
case in accordance with the rules of such Clearing Agency).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


provided, however,
that in determining whether the Holders of the requisite Outstanding Amount of
the Notes have given any request, demand, authorization, direction, notice,


 


4

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Responsible Officer” means, with respect to the
Indenture Trustee or the Owner Trustee, any officer within the Corporate Trust
Office of the Indenture Trustee or the Owner Trustee, as the case may be,
including any Vice President, Assistant Vice President, Assistant Treasurer,
Assistant Secretary, Financial Services Officer or any other officer of the
Indenture Trustee or the Owner Trustee, as the case may be, customarily
performing functions similar to those performed by any of the above designated
officers and having direct responsibility for the administration of this
Indenture.


 


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


 


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


 


5

















 


“Series Supplement” means the Series Supplement,
dated as of November 26, 2003, among the Master Servicer, the Issuer, the
Seller, the Indenture Trustee and the Owner Trustee, as such agreement may be
amended or supplemented from time to time.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Commission” means the Securities and Exchange
Commission.


 


“indenture securities” means the Notes.


 


“indenture security holder” means a Noteholder.


 


“indenture to be qualified” means this Indenture.


 


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


 


“obligor” on the indenture securities means the
Issuer.


 


6

















 


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


 


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


 


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


 


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


 


(iii)               “or” is not exclusive;


 


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


 


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


 


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


 


SECTION 1.5         Conflict
with TIA.  If this Indenture is
qualified under the TIA, and if any provision hereof limits, qualifies or
conflicts with a provision of the TIA that is required under the TIA to be part
of and govern this Indenture, the latter provision shall control.  If any provision of this Indenture modifies
or excludes any provision of the TIA that may be so modified or excluded, the
latter provisions shall be deemed to apply to this Indenture as so modified or
to be excluded, as the case may be.


 


ARTICLE II.


 


The Notes


 


SECTION 2.1         Form;
Amount Limited; Issuable in Series.


 


(a)           The Notes shall be in substantially the form
set forth in the Series Supplement, with such appropriate insertions,
omissions, substitutions and other 


 


7

















 


variations
as are required or permitted by this Indenture or the Series Supplement and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution of the Notes.  Any portion of the text of any Note may be
set forth on the reverse thereof, with an appropriate reference thereto on the
face of the Note.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


No Note shall be entitled to any benefit under this
Indenture or the Series Supplement or be valid or obligatory for any purpose,
unless there appears attached to such Note a certificate of authentication,
substantially in the form attached as Exhibit B to the Series Supplement,
executed by the Indenture Trustee by the manual signature of 


 


8

















 


one
of its authorized signatories, and such certificate attached to any Note shall
be conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.


 


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


 


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


 


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


 


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


 


Upon surrender for registration or transfer of any
Note at the office or agency of the Issuer to be maintained as provided in
Section 3.2, and if the requirements of Section 8-401(1) of the UCC
are met, the Issuer shall execute and cause the Indenture Trustee to
authenticate one or more new Notes, in any authorized denominations, of the 


 


9

















 


same
class and a like aggregate principal amount. 
A Noteholder may also obtain from the Indenture Trustee, in the name of
the designated transferee or transferees one or more new Notes, in any
authorized denominations, of the same Class and Tranche, as applicable, and a
like aggregate principal amount.  Such
requirements shall not be deemed to create a duty in the Indenture Trustee to
monitor the compliance by the Issuer with Section 8-401 of the UCC.


 


At the option of the Holder, Notes of any Class or
Tranche may be exchanged for other Notes of such Class or Tranche in any
authorized denominations of the same Class (and Tranche, if applicable) and a
like aggregate principal amount, upon surrender of the Notes to be exchanged at
such office or agency.  Whenever any
Notes are so surrendered for exchange, and if the requirements of
Section 8-401(1) of the UCC are met, the Issuer shall execute and upon its
written request the Indenture Trustee shall authenticate the Notes which the
Noteholder making the exchange is entitled to receive.  Such requirements shall not be deemed to
create a duty in the Indenture Trustee to monitor the compliance by the Issuer
with Section 8-401 of the UCC.


 


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


 


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


 


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


 


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


 


The Note Registrar shall not register the transfer
of a Definitive Note unless the transferee has executed and delivered to the
Indenture Trustee a certification, in the form of Exhibit A hereto, to
the effect that either (i) the transferee is not (A) an employee benefit plan
(within the meaning of Section 3(3) of the Employee Retirement 


 


10

















 


Income
Security Act of 1974, as amended (“ERISA”)) that is subject to Title I of ERISA
or (B) a plan (within the meaning of Section 4975(e)(1) of the Code) that
is subject to Section 4975 of the Code (each of the foregoing, a “Plan”),
and is not acting on behalf of or investing the assets of a Plan or (ii) that
the transferee’s acquisition and continued holding of the Definitive Note will
be covered by a prohibited transaction class exemption issued by the U.S.
Department of Labor.  Each Note Owner
that purchases a Book-Entry Note, or to whom a Book-Entry Note is transferred,
shall be deemed to represent that either (i) it is not a Plan and is not acting
on behalf of or investing the assets of a Plan or (ii) its acquisition and
continued holding of the Book-Entry Note will be covered by a prohibited
transaction class exemption issued by the U.S. Department of Labor.


 


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


 


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


 


THIS NOTE HAS NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND HAS NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR REGULATORY
AUTHORITY OF ANY STATE.  THIS NOTE HAS
BEEN OFFERED AND SOLD PRIVATELY.  THE
HOLDER HEREOF ACKNOWLEDGES THAT THESE SECURITIES ARE “RESTRICTED SECURITIES” THAT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT AND AGREES FOR THE BENEFIT OF THE OBLIGORS AND ITS AFFILIATES THAT THESE
SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (A) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (B) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.


 


SECTION 2.5         Mutilated,
Destroyed, Lost or Stolen Notes.  If
(i) any mutilated Note is surrendered to the Indenture Trustee, or the
Indenture Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Note, and (ii) there is 


 


11

















 


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


 


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


 


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


 


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


 


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


 


12

















 


of principal of and interest, if any on such Note and for all other
purposes whatsoever, whether or not such Note be overdue, and none of the
Issuer, the Indenture Trustee, the Insurer nor any agent of the Issuer, the
Indenture Trustee or the Insurer shall be affected by notice to the contrary.


 


SECTION 2.7         Payment
of Principal and Interest; Defaulted Interest.


 


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


 


(b)           The principal of each Note shall be payable
in installments on each Distribution Date as provided in the form of Note set
forth in the Series Supplement. 
Notwithstanding the foregoing, the entire unpaid principal amount of the
Notes shall be due and payable, if not previously paid, on the date on which an
Event of Default shall have occurred and be continuing, if the Notes are
declared to be immediately due and payable in the manner provided in the Series
Supplement.  Upon written notice from
the Master Servicer on behalf of the Issuer, the Indenture Trustee shall notify
the Person in whose name a Note is registered at the close of business on the
Record Date preceding the Distribution Date on which the Issuer expects that
the final installment of principal of and interest on such Note will be paid.  Such notice may be mailed or transmitted by
facsimile prior to such final Distribution Date and may specify that such final
installment will be payable only upon presentation and surrender of such Note
and shall specify the place where such Note may be presented and surrendered
for payment of such installment.


 


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


 


13

















 


record
date, the Issuer shall mail to each Noteholder and the Indenture Trustee a
notice that states the special record date, the payment date and the amount of
defaulted interest to be paid.


 


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


 


SECTION 2.9         Reserved.


 


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


 


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


 


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


 


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


 


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


 


14

















 


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


 


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


 


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


 


SECTION 2.12       Definitive
Notes.  If any Notes are Book-Entry
Notes and if (i) the Master Servicer advises the Indenture Trustee in writing
that the Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to such Notes, and the Master Servicer is unable
to locate a qualified successor, (ii) the Master Servicer at its option advises
the Indenture Trustee in writing that it elects to terminate the book-entry
system through the Clearing Agency or (iii) after the occurrence of an Event of
Default, Note Owners representing beneficial interests aggregating at least a
majority of the Outstanding Amount of the Notes advise the Indenture Trustee
through the Clearing Agency in writing that the continuation of a book entry
system through the Clearing Agency is no longer in the best interests of the
Note Owners, then the Clearing Agency shall notify all Note Owners and the
Indenture Trustee of the occurrence of any such event and of the availability
of Definitive Notes to Note Owners requesting the same.  Upon surrender to the Indenture Trustee of
the typewritten Note or Notes representing the Book-Entry Notes by the Clearing
Agency, accompanied by registration instructions, the Issuer shall execute and
upon the written direction of the Issuer the Indenture Trustee shall
authenticate the Definitive Notes in accordance with the instructions of the
Clearing Agency.  None of the Issuer,
the Note Registrar or the Indenture Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. 
Upon the issuance of Definitive Notes, the Indenture Trustee shall
recognize the Holders of the Definitive Notes as Noteholders.


 


15

















 


SECTION 2.13       Final
Distribution.


 


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


 


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


 


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


 


ARTICLE III.


 


Covenants


 


SECTION 3.1         Payment
of Principal and Interest.  The
Issuer will duly and punctually pay or cause to be paid the principal of and
interest on the Notes in 


 


16

















 


accordance with the terms of the Notes, this Indenture and the Series
Supplement.  Amounts properly withheld
under the Code by any Person from a payment to any Noteholder of interest
and/or principal shall be considered as having been paid by the Issuer to such
Noteholder for all purposes of this Indenture.


 


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


 


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


 


The Issuer hereby appoints the Person serving as
Indenture Trustee as Note Paying Agent to make payments to Noteholders on
behalf of the Issuer in accordance with the provisions of the Notes, this
Indenture and the Series Supplement, and such Person hereby accepts such
appointment (subject to removal in the event it no longer serves as Indenture
Trustee pursuant to Section 6.8).


 


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


 


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


 


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


 


17

















 


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


 


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


 


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


 


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


 


The Issuer hereby appoints the Person serving as
Indenture Trustee, as Certificate Paying Agent to make payments to
Certificateholders on behalf of the Issuer in accordance with the provisions of
the Certificates, this Indenture and the Trust Agreement, and such Person
hereby accepts such appointment (subject to removal in the event it no longer
serves as Indenture Trustee pursuant to Section 6.8) and further agrees
that it will be bound by the provisions of the Trust Agreement relating to the
Certificate Paying Agent and will:


 


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


 


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


 


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


 


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


 


18

















 


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


 


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


 


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


 


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


 


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


 


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


 


(iv)               enforce any of the Series Trust Estate;


 


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


 


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


 


19

















 


SECTION 3.6         Opinions
as to Series Trust Estate.


 


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


 


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


 


SECTION 3.7         Performance
of Obligations; Servicing of Receivables.


 


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


 


(b)           The Issuer has contracted with the Master
Servicer to assist the Issuer in performing its duties under this Indenture and
the Series Supplement.  The Issuer may
contract with Persons other than the Master Servicer to assist it in performing
its duties under this Indenture and the Series Supplement with the consent of
the Insurer (for so long as it is the Controlling Party), and any performance
of such duties by a Person identified to the Indenture Trustee and the Insurer
(for so long as it is the


 


20

















 


Controlling
Party) in an Officer’s Certificate of the Issuer shall be deemed to be action
taken by the Issuer.


 


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


 


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


 


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


 


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


 


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


 


(iii)               (A) permit the validity or effectiveness of
this Indenture or the Series Supplement to be impaired, or permit the lien in
favor of the Indenture Trustee created by this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person to
be released from any covenants or obligations with respect to the Notes under
this Indenture or the Series Supplement except as may be expressly permitted
hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage
or other encumbrance (other than the lien of this Indenture and the Series
Supplement) to be created on or extend to or otherwise arise upon or burden the
Series Trust Estate or any part 


 


21

















 


thereof or any interest therein or the proceeds thereof (other than tax
liens, mechanics’ liens and other liens that arise by operation of law, in each
case on a Financed Vehicle and arising solely as a result of an action or
omission of the related Obligor), (C) permit the lien of this Indenture and the
Series Supplement not to constitute a valid first priority (other than with
respect to any such tax, mechanics’ or other lien) security interest in the
Series Trust Estate, (D) except as expressly permitted therein, amend, modify
or fail to comply with the provisions of the Basic Documents or (E) except as
expressly permitted therein, amend, modify or fail to comply with the
provisions of the Related Documents.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


22

















 


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


 


(iv)               the Issuer shall have received an Opinion of
Counsel (and shall have delivered copies thereof to the Indenture Trustee, the
Owner Trustee and the Insurer (for so long as it is the Controlling Party)) to
the effect that such transaction will not have any material adverse tax
consequence to the Trust, any Noteholder, any Certificateholder or the Insurer;


 


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


 


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


 


(vii)              such consolidation or merger is approved in
writing by the Insurer (for so long as it is the Controlling Party).


 


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


 


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


 


23

















 


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


 


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


 


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


 


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


 


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


 


(vii)              such conveyance or transfer is approved in
writing by the Insurer (for so long as it is the Controlling Party).


 


SECTION 3.11       Successor
or Transferee.


 


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


 


(b)           Upon a conveyance or transfer of all the
assets and properties of the Issuer pursuant to Section 3.10(b), Household
Automotive Trust 2003-2 will be released from every covenant and agreement of
this Indenture and the Series Supplement to be observed or performed on the
part of the Issuer with respect to the Notes immediately upon the delivery of
written notice to the Indenture Trustee and the Insurer stating that Household
Automotive Trust 2003-2 is to be so released.


 


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


 


24

















 


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


 


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


 


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


 


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


 


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


 


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


 


25

















 


not, directly or indirectly, make payments to or distributions from the
Collection Account except in accordance with this Indenture, the Basic
Documents, the Series Supplement or any Related Document.


 


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


 


SECTION 3.20       Further
Instruments and Acts.  Upon request
of the Indenture Trustee or the Insurer (for so long as it is the Controlling
Party), the Issuer will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.


 


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


 


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


 


ARTICLE IV.


 


Satisfaction and Discharge


 


SECTION 4.1         Satisfaction
and Discharge of Indenture.  This
Indenture shall cease to be of further effect with respect to the Notes except
as to (i) rights of registration of transfer and exchange, (ii) substitution of
mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
receive payments of principal thereof and interest thereon, (iv) Sections 3.3,
3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.20, 3.21 and 3.22, (v) the rights and
immunities of the Indenture Trustee hereunder (including the rights of the
Indenture Trustee under Section 6.7 and the obligations of the Indenture
Trustee under Section 4.2) and (vi) the rights of the Secured Parties as
beneficiaries hereof with respect to the Series Trust Estate so deposited with
the Indenture Trustee payable to all or any of them, and the Indenture Trustee,
on written demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with
respect to the Notes, when


 


(A)          either


 


26

















 


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


 


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


 


(i)            have become due and payable,


 


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


 


(iii)          are to be called for redemption within one year under arrangements
satisfactory to the Indenture Trustee 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 (i), (ii) or (iii)
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 indebtedness on such Notes not theretofore delivered to
the Indenture Trustee for cancellation when due on the Final Scheduled
Distribution Date or tender date (if Notes shall have been called for redemption
or tender pursuant to the Series Supplement), as the case may be; and


 


(B)           the
Note Policy has terminated in accordance with its terms and the Issuer has paid
or caused to be paid all other amounts owing hereunder or under the Insurance
Agreement by the Issuer.


 


SECTION 4.2         Application
of Trust Money.  All monies
deposited with the Indenture Trustee pursuant to Section 4.1 hereof shall
be held in trust and applied by it, in accordance with the provisions of the
Notes, this Indenture and the Series Supplement, to the payment, either
directly or through any Note Paying Agent, as the Indenture Trustee may
determine, to the Secured Parties 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
Master Sale and Servicing Agreement or required by law.


 


27

















 


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


 


ARTICLE V.


 


Remedies


 


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


 


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


 


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


 


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


 


(c)           In case there shall be pending, relative to
the Issuer or any other obligor upon the Notes or any Person having or claiming
an ownership interest in the Series Trust Estate, proceedings under Title 11 of
the United States Code or any other applicable Federal or state bankruptcy,
insolvency or other similar law, or in case a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or 


 


28

















 


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


 


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


 


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


 


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


 


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


 


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


 


(d)           Nothing herein contained shall be deemed to
authorize the Indenture Trustee to authorize or consent to or vote for or
accept or adopt on behalf of any Secured Party any plan of reorganization,
arrangement, adjustment or composition 


 


29

















 


affecting
the Notes or the rights of any Holder thereof or to authorize the Indenture
Trustee to vote in respect of the claim of any Secured Party in any such
proceeding except, as aforesaid, to vote for the election of a trustee in
bankruptcy or similar person.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


it
being understood and intended that no Holders of Notes shall have any right in
any manner whatsoever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holders of
Notes or to obtain or to seek to obtain priority or preference over any other
Holders or to enforce any right under this Indenture, except in the manner
herein provided.  Nothing herein shall
be construed as giving Holders of Notes any right to make a direct claim under
the Note Policy.


 


30

















 


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


 


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


 


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


 


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


 


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


 


(a)           Notwithstanding any provision of any Related
Document to the contrary, the Indenture Trustee shall hold the Class SV
Preferred Stock in trust for the benefit of the Secured Parties and shall vote
such stock only pursuant to the written instructions of the Insurer (for so
long as it is the Controlling Party) and, if the Insurer is no longer the
Controlling Party, the Holders of a majority of the Outstanding Amount of the
Notes.


 


31

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


32

















 


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


 


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


 


SECTION 5.13       Performance
and Enforcement of Certain Obligations.


 


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


 


(b)           If an Event of Default has occurred and is
continuing, or, if at such time as there are no Notes Outstanding there remain
sums due to the Insurer pursuant to the Insurance Agreement, the Indenture
Trustee may, with the consent of the Insurer (for so long as it is the
Controlling Party) and shall, at the written direction of the Insurer (for so
long as it is the Controlling Party) or, if the Insurer is not the Controlling
Party, at the written direction of the Holders of 66-2/3% of the Outstanding
Amount of the Notes, exercise all rights, remedies, powers, privileges and
claims of the Issuer against the Seller or the Master Servicer under or in
connection with the Master Sale and Servicing Agreement, including the right or
power to take any action to compel or secure performance or observance by the
Seller or the Master Servicer of each of their 


 


33

















 


obligations
to the Issuer thereunder and to give any consent, request, notice, direction,
approval, extension or waiver under the Master Sale and Servicing Agreement,
and any right of the Issuer to take such action shall be suspended.


 


ARTICLE VI.


 


The Indenture Trustee


 


SECTION 6.1         Duties
of Indenture Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


34

















 


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


 


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


 


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


 


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


 


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


 


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


 


(i)            Without limiting the generality of this
Section 6.1, the Indenture Trustee shall have no duty (i) to see to any
recording, filing or depositing of this Indenture, the Series Supplement or any
agreement referred to herein or any financing statement evidencing a security
interest in the Financed Vehicles, or to see to the maintenance of any such
recording or filing or depositing or to any recording, refiling or redepositing
of any thereof, (ii) to see to any insurance of the Financed Vehicles or
Obligors or to effect or maintain any such insurance, (iii) to see to the
payment or discharge of any tax, assessment or other governmental charge or any
Lien or encumbrance of any kind owing with respect to, assessed or levied
against any part of the Trust, (iv) to confirm or verify the contents of any
reports or certificates delivered to the Indenture Trustee pursuant to this
Indenture, the Series Supplement or the Master Sale and Servicing Agreement
believed by the Indenture Trustee to be genuine and to have been signed or
presented by the proper party or parties, or (v) to inspect the Financed
Vehicles at any time or ascertain or inquire as to the performance or
observance of any of the Issuer’s, the Seller’s or the Master Servicer’s
representations, warranties or covenants or the Master Servicer’s duties and
obligations as Master Servicer and as custodian of the Receivable Files under
the Master Sale and Servicing Agreement.


 


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


 


35

















 


SECTION 6.2         Rights
of Indenture Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


(g)           The Indenture Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless requested in writing
to do by the Insurer (for so long as it is the Controlling Party); provided,
however, that if the payment within a reasonable time to the 


 


36

















 


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


 


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


 


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


 


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


 


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


 


(l)            The Indenture Trustee shall not in any way be
held liable by reason of any insufficiency in any Trust Account (including,
without limitation, the Reserve Account and the Collection Account or any
subaccount thereof) held by or on behalf of the Indenture Trustee resulting
from any investment loss on any Eligible Investment included therein.


 


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


 


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


 


37

















 


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 an Event of Default
occurs and is continuing and if it is either actually known by, or written
notice of the existence thereof has been delivered to, a Responsible Officer of
the Indenture Trustee, the Indenture Trustee shall promptly notify the Insurer
in writing and mail to each Noteholder notice of the Default within 90 days
after such knowledge or notice occurs. 
Except in the case of a Default in payment of principal of or interest
on any Note, the Indenture Trustee may withhold the notice to Noteholders if
and so long as a committee of its Responsible Officers in good faith determines
that withholding the notice is in the interests of Noteholders.


 


SECTION 6.6         Reports
by Master Servicer to Holders.  Upon
the written request of any Noteholder, the Master Servicer shall on behalf of
the Issuer deliver to the Indenture Trustee for distribution to any Noteholder
such information as may be reasonably required by such Noteholder to enable
such Noteholder to prepare its Federal and state income tax returns required by
law.


 


SECTION 6.7         Compensation
and Indemnity.


 


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


 


(b)           The Issuer’s payment obligations to the
Indenture Trustee pursuant to this Section shall survive the resignation
or removal of the Indenture Trustee and the 


 


38

















 


discharge
of this Indenture.  When the Indenture
Trustee incurs expenses after the occurrence of an Insolvency Event with
respect to the Issuer, the expenses are intended to constitute expenses of
administration under Title 11 of the United States Code or any other applicable
Federal or state bankruptcy, insolvency or similar law.  Notwithstanding anything else set forth in
this Indenture, the Basic Documents, the Series Supplement or any Related
Documents, the Indenture Trustee agrees that the obligations of the Issuer (but
not the Master Servicer) to the Indenture Trustee hereunder and under the
Series Supplement or any Related Documents, shall be recourse to the Series
Trust Estate only and specifically shall not be recourse to the assets of any
Securityholder.  In addition, the
Indenture Trustee agrees that its recourse to the Issuer, the Series Trust
Estate, the Seller and amounts held pursuant to the Series Support shall be
limited to the right to receive the distributions as provided for in the
payment priority provisions of the Series Supplement.


 


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


 


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


 


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


 


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


 


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


 


39

















 


pay its debts as such debts become due or takes any corporate action in
furtherance of any of the foregoing;


 


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


 


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


 


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


 


A successor Indenture Trustee shall deliver a
written acceptance of its appointment to the retiring Indenture Trustee, to the
Insurer 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 retiring Indenture Trustee under the Basic Documents.  The successor Indenture Trustee shall mail a
notice of its succession to Noteholders. 
The retiring Indenture Trustee shall promptly transfer all property held
by it as Indenture Trustee to the successor Indenture Trustee.


 


If the Indenture Trustee fails to comply with
Section 6.11, any Noteholder or the Insurer (for so long as it is the
Controlling Party) may petition any court of competent jurisdiction for the
removal of the Indenture Trustee and the appointment of a successor Indenture
Trustee.


 


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


 


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


 


40

















 


provide the Rating Agencies and the Insurer with written notice of any
such transaction as soon as practical thereafter.


 


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


 


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


 


(a)           Notwithstanding any other provisions of this
Indenture, at any time, for the purpose of meeting any legal requirement of any
jurisdiction in which any part of the Trust may at the time be located, the
Indenture Trustee, with the consent of the Insurer (for so long as it is the
Controlling Party), shall have the power and may execute and deliver all
instruments to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of the
Series Trust Estate, and to vest in such Person or Persons, in such capacity
and for the benefit of the Secured Parties, such title to the Series Trust
Estate, or any part hereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the Indenture
Trustee may consider necessary or desirable. 
No co-trustee or separate trustee hereunder shall be required to meet
the terms of eligibility as a successor trustee under Section 6.11 and no
notice to Noteholders of the appointment of any co-trustee or separate trustee
shall be required under Section 6.8 hereof.  The cost and expense of such co-trustee or co-trustees, and/or
separate trustee or separate trustees, shall be a cost and expense of the
Indenture Trustee pursuant to Section 3.03(a)(ii) of the Series
Supplement.


 


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


 


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


 


41

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)           Due Organization.  The
Indenture Trustee is a national banking association, duly organized, validly
existing and in good standing under the laws of the 


 


42

















 


United
States and is duly authorized and licensed under applicable law to conduct its
business as presently conducted.


 


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


 


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


 


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


 


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


 


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


 


ARTICLE VII.


 


Noteholders’ Lists and Reports


 


SECTION 7.1         Issuer
To Furnish To Indenture Trustee Names and Addresses of Noteholders.  The Issuer will furnish or cause to be
furnished to the Indenture Trustee with respect to each Series of Notes (a) not
more than five days after the earlier of (i) each Record Date with respect to
such Series and (ii) three months after the last Record Date, a list, in such
form as the Indenture Trustee may reasonably require, of the names and
addresses of the Holders with respect to such Series as of such Record 


 


43

















 


Date, (b) at such other times as the Indenture Trustee may request in
writing, within 30 days after receipt by the Issuer of any such request, a list
of similar form and content as of a date not more than 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.  The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders contained in the
most recent list furnished to the Indenture Trustee as provided in
Section 7.1 and the names and addresses of Holders 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.


 


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


 


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


 


SECTION 7.3         Reports
by Issuer.


 


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


 


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


 


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


 


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


 


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


 


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


 


44

















 


SECTION 7.4         Reports
by Indenture Trustee.  If required
by TIA § 313(a), within 60 days after each March 31 beginning with
March 31, 2004 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 each report at the time of its mailing to
Noteholders shall be filed by the Indenture Trustee with the Commission and
each stock exchange, if any, on which the Notes are listed.  The Issuer shall notify the Indenture
Trustee if and when the Notes are listed on any stock exchange.


 


ARTICLE VIII.


 


Accounts, Disbursements and Releases


 


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


 


SECTION 8.2         Release
of Series Trust Estate.


 


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


 


(b)           The Indenture Trustee shall, at such time as
there are no Notes Outstanding, the Note Policy has terminated in accordance
with its terms and all sums due the Indenture Trustee pursuant to
Section 6.7 and due the Insurer pursuant to the Insurance Agreement and
the Basic Documents have been paid, release any remaining 


 


45

















 


portion
of the Series Trust Estate that secured the Notes from the lien of this
Indenture and release to the Issuer or any other Person entitled thereto any
funds then on deposit in the Trust Accounts. 
The Indenture Trustee shall release property from the lien of this
Indenture pursuant to this Section 8.2(b) only upon receipt of an Issuer
Request accompanied by an Officer’s Certificate, an Opinion of Counsel and (if
required by the TIA) Independent Certificates in accordance with TIA §§ 314(c)
and 314(d)(1) meeting the applicable requirements of Section 11.1.


 


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


 


ARTICLE IX.


 


Amendments; the Series Supplement


 


SECTION 9.1         Amendments
Without Consent of Noteholders.


 


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


 


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


 


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


 


46

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 9.2         Amendments
With Consent of Noteholders.  Except
as otherwise provided in the Series Supplement, the Issuer and the Indenture
Trustee, when authorized by an Issuer Order provided by the Master Servicer,
also may, with prior written notice to the Rating Agencies and with the consent
of the Insurer (for so long as it is the Controlling Party) and the Holders of
not less than a majority of the Outstanding Amount of each Class of Notes
affected thereby, by Act of such Holders delivered to the 


 


47

















 


Issuer and the Indenture Trustee, enter into an amendment hereto for
the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Holders of the Notes under this Indenture; provided,
however, that if the Controlling Party is not the Insurer, no such
amendment shall adversely affect the interests of the Insurer; and provided,
further that no such amendment shall, without the consent of the Holder
of each Outstanding Note affected thereby:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(viii)        permit the creation of any lien ranking prior to or on a parity with
the lien of this Indenture with respect to any part of the Series Trust Estate
or, 


 


48

















 


except as otherwise permitted or contemplated herein
or in the Series Supplement or the Related Documents, terminate the lien of
this Indenture on any property at any time subject hereto or deprive the Holder
of any Note of the security provided by the lien of this Indenture.


 


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


 


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


 


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


 


SECTION 9.3         Series
Supplement Authorizing the Notes.


 


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


 


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


 


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


 


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


 


49

















 


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


 


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


 


ARTICLE X.


 


SECTION 10.1       Note Insurer’s Rights Regarding Actions,
Proceedings or Investigations.


 


(a)           In connection with any action, proceeding or
investigation against or with respect to the Issuer, for so long as the Insurer
is the Controlling Party the Indenture Trustee and the Issuer hereby agree to
cooperate with, and to take such action as directed in writing by, the Insurer,
including, without limitation, entering into such agreements and settlements as
the Insurer shall direct in writing, in its sole discretion, without the
consent of any other Person. 
Notwithstanding any other provision herein or in any of the other Basic
Documents, the Indenture Trustee shall not require any bond or indemnification
from any Person for taking of any action at the direction of the Insurer given
at a time when the Insurer is the Controlling Party, and the Indenture Trustee
shall not be liable to the Issuer or the Insurer for any such action that
conforms to the direction of the Insurer given at a time when the Insurer is
the Controlling Party.  The Indenture
Trustee’s reasonable out-of-pocket costs and expenses (including attorneys’
fees and expenses) with respect to any such action shall be reimbursed pursuant
to Section 3.03(a) of the Series Supplement.


 


(b)           The Issuer and the Indenture Trustee hereby
agree to provide to the Insurer prompt written notice of any action, proceeding
or investigation that names the Issuer or the Indenture Trustee as a party or
that involves the Issuer or the Series Trust Estate or the rights or
obligations of the Insurer under the Related Documents or under the Note
Policy, including, without limitation, any insolvency or bankruptcy proceeding
in respect of the Issuer.


 


(c)           Notwithstanding anything contained herein or
in any of the other Basic Documents to the contrary, the Issuer and the
Indenture Trustee shall not, without the Insurer’s prior written consent so
long as the Insurer is the Controlling Party, which consent shall not be
unreasonably withheld, or unless directed by the Insurer in writing so long as
the Insurer is the Controlling Party, undertake or join any litigation or agree
to any settlement of any action, proceeding or investigation affecting the
Series Trust Estate 


 


50

















 


or
the Issuer or the rights or obligations of the Insurer under the Basic
Documents or under the Note Policy.


 


(d)           The Insurer shall have such rights as set
forth in this Section, which are in addition to any rights of the Insurer
pursuant to the other provisions of the Basic Documents and the rights set
forth in this Section may be exercised by the Insurer so long as the
Insurer is the Controlling Party, in its sole discretion, without the need for
the consent or approval of the Issuer, the Indenture Trustee or any other
Person, notwithstanding any other provision contained herein or in any of the
other Basic Documents.  Nothing
contained in this Section shall be deemed to create or constitute an
obligation of the Insurer to exercise any of the rights provided for herein.


 


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


 


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


 


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


 


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


 


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


 


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


 


51

















 


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


 


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


 


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


 


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


 


52

















 


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


 


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


 


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


 


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


 


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


 


SECTION 11.3       Acts
of Noteholders.


 


(a)           Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Noteholders 


 


53

















 


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.


 


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


 


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


 


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


 


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


 


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


 


(b)           The Issuer by the Indenture Trustee or by any
Noteholder shall be sufficient for every purpose hereunder if personally
delivered, delivered by facsimile or overnight courier or mailed first class,
and shall be deemed to have been duly given upon receipt to the Issuer
addressed to:  Household Automotive
Trust 2003-2, in care of the Owner Trustee at its Corporate Trust Office, or at
any other address previously furnished in writing to the Indenture Trustee by
the Issuer, with a copy to U.S. Bank Corporate Trust Services, 400 North
Michigan Avenue, 2nd Floor, Chicago, Illinois 60611, Telecopier # (302)
836-6701.  The Issuer shall promptly
transmit any notice received by it from the Noteholders to the Indenture
Trustee.


 


Notices required to be given to the Rating Agencies
by the Issuer, the Indenture Trustee or the Owner Trustee shall be in writing,
personally delivered, delivered by overnight courier or first class or via
facsimile to (i) in the case of Moody’s, at the following address: Moody’s
Investors Service, Inc., 99 Church Street, New York, New York 10004, Fax
No:  (212) 553-0355, (ii) in the case of
S&P, at the following


 


54

















 


address:
Standard & Poor’s Ratings Group, 55 Water Street, New York, New York 10041,
Attention: Asset Backed Surveillance Department, Fax No:  (212) 438-2649 and (iii) in the case of
Fitch, Inc., at the following address: One State Street Plaza, New York, New York
10004, Fax No. (212) 480-4438; or as to each of the foregoing, at such other
address as shall be designated by written notice to the other parties.


 


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


 


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


 


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


 


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


 


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


 


55

















 


by the Indenture Trustee pursuant to this Section shall be a cost
and expense of the Indenture Trustee pursuant to Section 3.03(a)(ii) of
the Series Supplement.


 


SECTION 11.7       Conflict
with Trust Indenture Act.  If this
Indenture is qualified under the Trust Indenture Act and 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 Trust
Indenture Act, such required provision shall control.


 


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


 


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


 


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


 


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


 


SECTION 11.11     Benefits
of Indenture.  Nothing in this
Indenture or the Series Supplement or in the Notes, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder and the Insurer and its successors, and the Noteholders, and any
other party secured hereunder, and any other person with an ownership interest
in any part of the Series Trust Estate, any benefit or any legal or equitable
right, remedy or claim under this Indenture. 
The parties hereto agree that the Insurer is a third-party beneficiary
hereof and the Insurer shall be entitled to rely upon and directly enforce the
provisions of this Indenture for so long as the Insurer is the Controlling
Party; provided that nothing herein shall affect or limit the Insurer’s
rights as subrogee to the Noteholders.


 


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


 


SECTION 11.13     GOVERNING
LAW.  THIS INDENTURE SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW 


 


56

















 


YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS WHICH WOULD
REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.


 


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


 


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


 


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


 


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


 


57

















 


SECTION 11.18     Limited Recourse.


 


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


 


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


 


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


 


SECTION 11.20     Limitation
of Liability.  It is expressly
understood and agreed by the parties hereto that (a) this Indenture is executed
and delivered by the Owner Trustee, not individually or personally but solely
as Owner Trustee of the Issuer under the Trust Agreement, in the exercise of
the powers and authority conferred and vested in it, (b) each of the
representations, undertakings and agreements herein made on the part of the Issuer
is made and intended not as personal representations, undertakings and
agreements by the Owner Trustee but is made and intended for the purpose of
binding only the Issuer, (c) nothing herein contained shall be construed as
creating any liability on the Owner Trustee individually or personally, to
perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties to this Indenture and
by any person claiming by, through or under them and (d) under no circumstances
shall the Owner Trustee be personally liable for the payment of any
indebtedness or expenses of the Issuer or be liable for the breach or failure
of any 


 


58

















 


obligation, representation, warranty or covenant made or undertaking by
the Issuer under this Indenture or any related documents.


 


[Signature Page Follows]


 


59

















 


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


 


	
   

  	
  HOUSEHOLD AUTOMOTIVE TRUST 2003-2

  
	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. BANK TRUST NATIONAL

  ASSOCIATION,

  
	
   

  	
   

  	
  not in its individual capacity but solely as

  Owner Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia M. Child

  
	
   

  	
   

  	
  Name:

  	
  Patricia M. Child

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK MINNESOTA,

  NATIONAL ASSOCIATION,

  
	
   

  	
  not in its individual capacity but solely as

  Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joe Nardi

  
	
   

  	
   

  	
  Name:

  	
  Joe Nardi

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 

















 


 


Exhibit A


 


FORM OF TRANSFEREE
CERTIFICATE


 


Pursuant to Section 2.4 of the Indenture dated
as of November 26, 2003 between Household Automotive Trust 2003-2 and
Wells Fargo Bank Minnesota, National Association, a national banking
association (the “Transferee”) hereby certifies on the date hereof that either
(check appropriate certification):


 


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


 


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


 


 


	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  [Name of Transferee]