Exhibit
4.1


 




 





 


INDENTURE


 


 


Dated as of November
3, 2005


 


 


among


 


 


HSBC AUTOMOTIVE
TRUST 2005-3


Issuer,


 


 


JPMORGAN CHASE
BANK, N.A.


Indenture Trustee


 


 


and


 


 


HSBC BANK USA, NATIONAL ASSOCIATION


Administrator


 




 





 





















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE
  I. Definitions and Incorporation by Reference

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION
  1.1

  	
  Definitions

  	
  1

  
	
  SECTION
  1.2

  	
  Incorporation
  by Reference of the Trust Indenture Act

  	
  6

  
	
  SECTION
  1.3

  	
  Rules
  of Construction

  	
  7

  
	
  SECTION
  1.4

  	
  Action
  by or Consent of Noteholders and Certificateholders

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE II. The
  Notes

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION
  2.1

  	
  Form;
  Amount Limited; Issuable in Series

  	
  8

  
	
  SECTION
  2.2

  	
  Execution,
  Authentication and Delivery

  	
  8

  
	
  SECTION
  2.3

  	
  Temporary
  Notes

  	
  9

  
	
  SECTION
  2.4

  	
  Registration;
  Registration of Transfer and Exchange

  	
  9

  
	
  SECTION
  2.5

  	
  Mutilated,
  Destroyed, Lost or Stolen Notes

  	
  12

  
	
  SECTION
  2.6

  	
  Persons
  Deemed Owner

  	
  13

  
	
  SECTION
  2.7

  	
  Payment
  of Principal and Interest; Defaulted Interest

  	
  13

  
	
  SECTION
  2.8

  	
  Cancellation

  	
  14

  
	
  SECTION 2.9

  	
  Reserved

  	
  14

  
	
  SECTION
  2.10

  	
  Book-Entry
  Notes

  	
  14

  
	
  SECTION
  2.11

  	
  Notices
  to Clearing Agency

  	
  15

  
	
  SECTION
  2.12

  	
  Definitive
  Notes

  	
  15

  
	
  SECTION
  2.13

  	
  Final
  Distribution

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE III.
  Covenants

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION
  3.1

  	
  Payment
  of Principal and Interest

  	
  17

  
	
  SECTION
  3.2

  	
  Maintenance
  of Office or Agency

  	
  17

  
	
  SECTION
  3.3

  	
  Money
  for Payments to be Held in Trust

  	
  17

  
	
  SECTION
  3.4

  	
  Existence

  	
  19

  
	
  SECTION
  3.5

  	
  Protection
  of Series Trust Estate

  	
  19

  
	
  SECTION
  3.6

  	
  Opinions
  as to Series Trust Estate

  	
  20

  
	
  SECTION
  3.7

  	
  Performance
  of Obligations; Servicing of Receivables

  	
  21

  
	
  SECTION
  3.8

  	
  Negative
  Covenants

  	
  21

  
	
  SECTION
  3.9

  	
  Annual
  Statement as to Compliance

  	
  22

  
	
  SECTION
  3.10

  	
  Issuer
  May Consolidate, Etc. Only on Certain Terms

  	
  22

  
	
  SECTION
  3.11

  	
  Successor
  or Transferee

  	
  24

  
	
  SECTION
  3.12

  	
  No
  Other Business

  	
  25

  
	
  SECTION
  3.13

  	
  No
  Borrowing

  	
  25

  
	
  SECTION
  3.14

  	
  Master
  Servicer’s Obligations

  	
  25

  
	
  SECTION
  3.15

  	
  Guarantees,
  Loans, Advances and Other Liabilities

  	
  25

  
	
  SECTION
  3.16

  	
  Capital
  Expenditures

  	
  25

  
	
  SECTION
  3.17

  	
  Compliance
  with Laws

  	
  25

  
	
  SECTION
  3.18

  	
  Restricted
  Payments

  	
  26

  
	
  SECTION
  3.19

  	
  Notice
  of Events of Default

  	
  26

  
	
  SECTION
  3.20

  	
  Further
  Instruments and Acts

  	
  26

  
	
  SECTION
  3.21

  	
  Amendments
  of Master Sale and Servicing Agreement and Trust Agreement

  	
  26

  
	
  SECTION
  3.22

  	
  Income
  Tax Characterization

  	
  26

  
				



 


i





















 


	
  ARTICLE
  IV. Satisfaction and Discharge

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION
  4.1

  	
  Satisfaction
  and Discharge of Indenture

  	
  26

  
	
  SECTION
  4.2

  	
  Application
  of Trust Money

  	
  27

  
	
  SECTION
  4.3

  	
  Repayment
  of Monies Held by Note Paying Agent

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE V.
  Remedies

  	
  28

  
	
   

  	
   

  	
   

  
	
  SECTION
  5.1

  	
  Events
  of Default

  	
  28

  
	
  SECTION
  5.2

  	
  Collection
  of Indebtedness and Suits for Enforcement by Indenture Trustee

  	
  28

  
	
  SECTION
  5.3

  	
  Limitation
  of Suits

  	
  30

  
	
  SECTION
  5.4

  	
  Unconditional
  Rights of Noteholders To Receive Principal and Interest

  	
  31

  
	
  SECTION
  5.5

  	
  Restoration
  of Rights and Remedies

  	
  31

  
	
  SECTION
  5.6

  	
  Rights
  and Remedies Cumulative

  	
  31

  
	
  SECTION
  5.7

  	
  Delay
  or Omission Not a Waiver

  	
  31

  
	
  SECTION
  5.8

  	
  Limitation
  on Voting of Preferred Stock; Control by Noteholders

  	
  31

  
	
  SECTION
  5.9

  	
  Waiver
  of Past Defaults

  	
  32

  
	
  SECTION
  5.10

  	
  Undertaking
  for Costs

  	
  32

  
	
  SECTION
  5.11

  	
  Waiver of
  Stay or Extension Laws

  	
  33

  
	
  SECTION
  5.12

  	
  Action on
  Notes

  	
  33

  
	
  SECTION
  5.13

  	
  Performance
  and Enforcement of Certain Obligations

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI.
  The Indenture Trustee and the Administrator

  	
  34

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1

  	
  Duties of
  Indenture Trustee

  	
  34

  
	
  SECTION 6.2

  	
  Rights of
  Indenture Trustee

  	
  36

  
	
  SECTION 6.3

  	
  Individual
  Rights of Indenture Trustee

  	
  37

  
	
  SECTION 6.4

  	
  Indenture
  Trustee’s Disclaimer

  	
  37

  
	
  SECTION 6.5

  	
  Notice of
  Defaults

  	
  37

  
	
  SECTION 6.6

  	
  Reports by
  Master Servicer to Holders

  	
  38

  
	
  SECTION 6.7

  	
  Indenture
  Trustee Compensation and Indemnification

  	
  38

  
	
  SECTION 6.8

  	
  Replacement
  of Indenture Trustee

  	
  39

  
	
  SECTION 6.9

  	
  Successor
  Indenture Trustee by Merger

  	
  40

  
	
  SECTION
  6.10

  	
  Appointment
  of Co-Indenture Trustee or Separate Indenture Trustee

  	
  40

  
	
  SECTION
  6.11

  	
  Eligibility:
  Disqualification

  	
  42

  
	
  SECTION
  6.12

  	
  Preferential
  Collection of Claims Against Issuer

  	
  42

  
	
  SECTION
  6.13

  	
  Representations
  and Warranties of the Indenture Trustee

  	
  42

  
	
  SECTION
  6.14

  	
  Waiver of
  Setoffs

  	
  43

  
	
  SECTION
  6.15

  	
  No Consent
  to Certain Acts of Seller

  	
  43

  
	
  SECTION
  6.16

  	
  Duties,
  Liabilities and Limitations on Liability of Administrator

  	
  43

  
	
  SECTION
  6.17

  	
  Administrator
  Compensation and Indemnification

  	
  44

  
	
  SECTION
  6.18

  	
  Replacement
  of Administrator

  	
  45

  
	
  SECTION
  6.19

  	
  Successor
  Administrator by Merger

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII. Noteholders’ Lists and Reports

  	
  46

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1

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

  	
  46

  



 


ii





















 


	
  SECTION 7.2

  	
  Preservation
  of Information; Communications to Noteholders

  	
  47

  
	
  SECTION 7.3

  	
  Reports by Issuer

  	
  47

  
	
  SECTION 7.4

  	
  Reports by
  Indenture Trustee

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII. Accounts, Disbursements and Releases

  	
  48

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1

  	
  Collection
  of Money

  	
  48

  
	
  SECTION 8.2

  	
  Release of
  Series Trust Estate

  	
  48

  
	
  SECTION 8.3

  	
  Opinion of
  Counsel

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX.
  Amendments; the Series Supplement

  	
  49

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1

  	
  Amendments
  Without Consent of Noteholders

  	
  49

  
	
  SECTION 9.2

  	
  Amendments
  With Consent of Noteholders

  	
  50

  
	
  SECTION 9.3

  	
  Series
  Supplement Authorizing the Notes

  	
  52

  
	
  SECTION 9.4

  	
  Execution
  of the Series Supplement

  	
  52

  
	
  SECTION 9.5

  	
  Effect of
  Series Supplement

  	
  52

  
	
  SECTION 9.6

  	
  Conformity
  With Trust Indenture Act

  	
  52

  
	
  SECTION 9.7

  	
  Reference
  in Notes to the Series Supplement

  	
  52

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  X. [Reserved]

  	
  53

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI.
  Miscellaneous

  	
  53

  
	
   

  	
   

  	
   

  
	
  SECTION
  11.1

  	
  Compliance
  Certificates and Opinions, etc.

  	
  53

  
	
  SECTION
  11.2

  	
  Form of
  Documents Delivered to Indenture Trustee

  	
  55

  
	
  SECTION 11.3

  	
  Acts of
  Noteholders

  	
  55

  
	
  SECTION 11.4

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

  	
  56

  
	
  SECTION
  11.5

  	
  Notices to
  Noteholders; Waiver

  	
  57

  
	
  SECTION
  11.6

  	
  Alternate
  Payment and Notice Provisions

  	
  57

  
	
  SECTION
  11.7

  	
  Conflict
  with TIA

  	
  58

  
	
  SECTION
  11.8

  	
  Effect of
  Headings and Table of Contents

  	
  58

  
	
  SECTION
  11.9

  	
  Successors
  and Assigns

  	
  58

  
	
  SECTION
  11.10

  	
  Separability

  	
  58

  
	
  SECTION
  11.11

  	
  Benefits of
  Indenture

  	
  58

  
	
  SECTION
  11.12

  	
  Legal
  Holidays

  	
  58

  
	
  SECTION
  11.13

  	
  GOVERNING
  LAW

  	
  58

  
	
  SECTION
  11.14

  	
  Counterparts

  	
  59

  
	
  SECTION
  11.15

  	
  Recording
  of Indenture

  	
  59

  
	
  SECTION
  11.16

  	
  Trust
  Obligation

  	
  59

  
	
  SECTION
  11.17

  	
  No Petition

  	
  59

  
	
  SECTION 11.18

  	
  Limited Recourse

  	
  60

  
	
  SECTION
  11.19

  	
  Inspection

  	
  60

  
	
  SECTION
  11.20

  	
  Limitation
  of Liability

  	
  60

  



 




	
  EXHIBIT A – Form of Transferee
  Certificate

  	
   

  






 


iii





















 


INDENTURE dated as of November 3, 2005, among HSBC
AUTOMOTIVE TRUST 2005-3, a Delaware statutory trust (the “Issuer”), JPMORGAN
CHASE BANK, N.A., a national banking association, as indenture trustee (the “Indenture
Trustee”) and HSBC BANK
USA, NATIONAL ASSOCIATION, a national banking association, as
administrator (the “Administrator”).


 


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


 


GRANTING CLAUSE


 


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


 


ARTICLE I.



Definitions and Incorporation by Reference


 


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


 


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


 


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


 


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


 


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


 


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


 


1





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2





















 


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


 


“Indenture Trustee” means, initially, JPMorgan Chase
Bank, N.A., a national banking association, not in its individual capacity but
as trustee under this Indenture, or any successor trustee under this Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


5





















 


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


 


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


 


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


 


“Series Supplement” means the Series Supplement, dated
as of November 3, 2005, among the Master Servicer, the Issuer, the Seller, the
Indenture Trustee, the Owner Trustee and the Administrator, as such agreement
may be amended or supplemented from time to time.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Commission” means the Securities and Exchange
Commission.


 


“indenture securities” means the Notes.


 


6





















 


“indenture security holder” means a Noteholder.


 


“indenture to be qualified” means this Indenture.


 


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


 


“obligor” on the indenture securities means the
Issuer.


 


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


 


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


 


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


 


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


 


(iii)          “or”
is not exclusive;


 


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


 


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


 


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


 


7





















 


ARTICLE II.



The Notes


 


SECTION 2.1         Form;
Amount Limited; Issuable in Series.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


8





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


9





















 


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


 


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


 


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


 


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


 


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


 


10





















 


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


 


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


 


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


 


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


 


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


 


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


 


11





















 


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


 


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


 


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


 


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


 


12





















 


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


 


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


 


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


 


SECTION 2.7         Payment
of Principal and Interest; Defaulted Interest.


 


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


 


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


 


13





















 


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


 


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


 


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


 


SECTION 2.9         Reserved.


 


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


 


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


 


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


 


14





















 


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


 


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


 


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


 


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


 


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


 


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


 


15





















 


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


 


SECTION 2.13       Final
Distribution.


 


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


 


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


 


16





















 


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


 


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


 


ARTICLE III.



Covenants


 


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


 


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


 


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


 


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


 


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


 


17





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


18





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iv)          enforce any
of the Series Trust Estate;


 


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


 


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


 


SECTION 3.6         Opinions
as to Series Trust Estate.


 


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


 


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


 


20





















 


SECTION 3.7         Performance
of Obligations; Servicing of Receivables.


 


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


 


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


 


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


 


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


 


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


 


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


 


21





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


22





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


23





















 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 3.11       Successor
or Transferee.


 


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


 


(b)           Upon a
conveyance or transfer of all the assets and properties of the Issuer pursuant
to Section 3.10(b), HSBC Automotive Trust 2005-3 will be released from every
covenant and agreement of this Indenture and the Series Supplement to be
observed or performed on the part of the Issuer with respect to the Notes
immediately


 


24





















 


upon the delivery
of written notice to the Indenture Trustee stating that HSBC Automotive Trust 2005-3
is to be so released.


 


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


 


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


 


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


 


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


 


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


 


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


 


25





















 


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


 


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


 


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


 


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


 


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


 


ARTICLE IV.



Satisfaction and Discharge


 


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


 


26





















 


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


 


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


 


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


 


(i)            have
become due and payable,


 


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


 


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


 


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


 


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


 


27





















 


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


 


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


 


ARTICLE V.



Remedies


 


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


 


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


 


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


 


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


 


28





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


29





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


30





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 5.13                    Performance
and Enforcement of Certain Obligations.


 


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


 


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


 


33





















 


ARTICLE VI.



The Indenture Trustee and the Administrator


 


SECTION 6.1                          Duties
of Indenture Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


34





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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SECTION 6.2                          Rights
of Indenture Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


36





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


37





















 


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


 


SECTION 6.6                          Reports
by Master Servicer to Holders.  Upon
the written request of any Noteholder to the Master Servicer, the Master
Servicer shall on behalf of the Issuer deliver to the Administrator for
distribution to any Noteholder such information as may be reasonably required
by such Noteholder to enable such Noteholder to prepare its federal and state
income tax returns required by law.  Neither
the Indenture Trustee nor the Administrator shall have any duty or obligation
to verify or confirm the contents of the information contained therein.


 


SECTION 6.7                          Indenture
Trustee Compensation and Indemnification.


 


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


 


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


 


38





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


41





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


42





















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


43





















 


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


 


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


 


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


 


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


 


SECTION 6.17                    Administrator
Compensation and Indemnification.


 


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


 


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


 


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


 


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


 


SECTION 6.18                    Replacement
of Administrator.


 


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


 


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


 


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


 


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


 


(d)                                 the
Administrator otherwise becomes incapable of acting.


 


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


 


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


 


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


 


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


 


SECTION 6.19                    Successor
Administrator by Merger.


 


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


 


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


 


ARTICLE VII.



Noteholders’ Lists and Reports


 


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


 


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


 


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


 


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


 


SECTION 7.3                          Reports
by Issuer.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE VIII.



Accounts, Disbursements and Releases


 


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


 


SECTION 8.2                          Release
of Series Trust Estate.


 


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


 


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


 


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


 


ARTICLE IX.



Amendments; the Series Supplement


 


SECTION 9.1                          Amendments
Without Consent of Noteholders.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 9.3                          Series Supplement
Authorizing the Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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ARTICLE X.



[Reserved]


 


ARTICLE XI.



Miscellaneous


 


SECTION 11.1                    Compliance
Certificates and Opinions, etc.


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)                                 (i) 
Prior to the deposit of any property or securities with the Indenture Trustee (or
the Administrator on behalf of 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


 


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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.


 


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


 


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


 


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


 


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


 


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


 


SECTION 11.3                    Acts
of Noteholders.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)                                  The
Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for
every purpose hereunder if personally delivered, delivered by facsimile or
overnight courier or mailed first class, and shall be deemed to have been duly
given upon receipt to the Issuer addressed to: 
HSBC Automotive Trust 2005-3, in care of the Owner Trustee at its
Corporate Trust Office, or at any other address previously furnished in writing
to the Indenture Trustee by the Issuer.  Each
of the Issuer and the Administrator shall promptly transmit any notice received
by it from the Noteholders to the Indenture Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


59





















 


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


 


SECTION 11.18              Limited
Recourse.


 


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


 


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


 


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


 


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


 


60





















 


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


 


[Signature Page Follows]


 


61





















 


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


 


	
   

  	
  HSBC AUTOMOTIVE
  TRUST 2005-3

  
	
   

  	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE
  BANK, N.A., not in its

  individual capacity but solely as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Keith
  R. Richardson

  	
   

  
	
   

  	
   

  	
  Name: Keith R.
  Richardson

  
	
   

  	
   

  	
  Title:
  Attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  HSBC BANK USA, NATIONAL ASSOCIATION,

  
	
   

  	
  as Administrator

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Susie
  Moy

  	
   

  
	
   

  	
   

  	
  Name: Susie Moy

  
	
   

  	
   

  	
  Title: Vice
  President

  
					



 





















 


Exhibit A


 


FORM OF TRANSFEREE CERTIFICATE


 


Pursuant to Section 2.4
of the Indenture dated as of November 3, 2005 between HSBC Automotive
Trust 2005-3, JPMorgan Chase Bank, N.A., a national banking association, and
HSBC Bank USA, National Association, a national banking association,                            (the
“Transferee”) hereby certifies on the date hereof that either (check
appropriate certification):


 


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


 


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


 


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  [Name of
  Transferee]