efc7-1605_ex41.htm


    Exhibit
      4.1

    
      


       

      
        
          

        



       

      


    

     

    WACHOVIA
      AUTO LOAN OWNER TRUST 2007-1,

    as
      Issuer,

     

    and

     

    U.S.
      BANK
      NATIONAL ASSOCIATION,

    as
      Indenture Trustee

    ___________________________________


     

    INDENTURE

     

    Dated
      as
      of June 1, 2007

    ___________________________________


     

    


    $384,000,000
      5.3372% Class A-1 Asset Backed Notes

    $613,000,000
      5.36% Class A-2 Asset Backed Notes

    $200,000,000
      5.29% Class A-3a Asset Backed Notes

    $518,000,000
      LIBOR plus 0.02% Class A-3b Asset Backed Notes

    $75,000,000
      5.38% Class B Asset Backed Notes

    $80,000,000
      5.45% Class C Asset Backed Notes

    $80,000,000
      5.65% Class D Asset Backed Notes

    $50,000,000
      6.92% Class E Asset Backed Notes

    


    
      


       
        
          

        

      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


    

    CROSS
      REFERENCE TABLE*

     

    
      
        	
                 TIA

                Section

              	 	
                 Indenture

                    
                  Section     

              
	 	 	 
	
                310

              	
                (a)(1)

              	
                6.11

              
	 	
                (a)(2)

              	
                6.11

              
	 	
                (a)(3)

              	
                6.10;
                  6.11

              
	 	
                (a)(4)

              	
                N.A.**

              
	 	
                (a)(5)

              	
                6.11

              
	 	
                (b)

              	
                6.08;
                  6.11

              
	 	
                (c)

              	
                N.A.

              
	
                311

              	
                (a)

              	
                6.12

              
	 	
                (b)

              	
                6.12

              
	 	
                (c)

              	
                N.A.

              
	
                312

              	
                (a)

              	
                7.01

              
	 	
                (b)

              	
                7.02

              
	 	
                (c)

              	
                7.02

              
	
                313

              	
                (a)

              	
                7.04

              
	 	
                (b)(1)

              	
                7.04

              
	 	
                (b)(2)

              	
                7.04

              
	 	
                (c)

              	
                7.04;
                  11.05

              
	 	
                (d)

              	
                7.04

              
	
                314

              	
                (a)

              	
                3.09;
                  7.03

              
	 	
                (b)

              	
                3.06;
                  11.15

              
	 	
                (c)(1)

              	
                11.01

              
	 	
                (c)(2)

              	
                11.01

              
	 	
                (c)(3)

              	
                11.01

              
	 	
                (d)

              	
                11.01

              
	 	
                (e)

              	
                11.01

              
	 	
                (f)

              	
                11.01

              
	
                315

              	
                (a)

              	
                6.01

              
	 	
                (b)

              	
                6.05;
                  11.01

              
	 	
                (c)

              	
                6.01

              
	 	
                (d)

              	
                6.01

              
	 	
                (e)

              	
                5.13

              
	
                316

              	
                (a)

              	
                1.01

              
	 	
                (a)(1)(A)

              	
                5.11

              
	 	
                (a)(1)(B)

              	
                5.12

              
	 	
                (a)(2)

              	
                N.A.

              
	 	
                (b)

              	
                5.07

              
	 	
                (c)

              	
                N.A.

              
	
                317

              	
                (a)(1)

              	
                5.03

              
	 	
                (a)(2)

              	
                5.03

              
	 	
                (b)

              	
                3.03

              
	
                318

              	
                (a)

              	
                11.07

              


      

    

     

    ___________________________

    *This
      Cross Reference Table shall not, for any purpose, be deemed to be part of this
      Indenture.

     

    
      **N.A.
        means Not Applicable.

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF
      CONTENTS

     

    
      Page

      
        	
                ARTICLE
                  ONE

                 

              	 
	
                DEFINITIONS
                  AND INCORPORATION BY REFERENCE

                 

              	 
	
                Section
                  1.01.  Definitions

              	
                2

              
	
                Section
                  1.02.  Incorporation by Reference of Trust Indenture
                  Act

              	
                17

              
	
                Section
                  1.03.  Interpretive Provisions

              	
                18

              
	
                 

                ARTICLE
                  TWO

                 

              	 
	
                THE
                  NOTES

                 

              	 
	
                Section
                  2.01.  Form

              	
                19

              
	
                Section
                  2.02.  Execution, Authentication and Delivery

              	
                19

              
	
                Section
                  2.03.  Temporary Notes

              	
                20

              
	
                Section
                  2.04.  Tax Treatment

              	
                20

              
	
                Section
                  2.05.  Registration; Registration of Transfer and
                  Exchange

              	
                20

              
	
                Section
                  2.06.  Mutilated, Destroyed, Lost or Stolen
                  Notes

              	
                22

              
	
                Section
                  2.07.  Persons Deemed Owner

              	
                23

              
	
                Section
                  2.08.  Payment of Principal and Interest

              	
                23

              
	
                Section
                  2.09.  Cancellation

              	
                29

              
	
                Section
                  2.10.  Book-Entry Notes

              	
                29

              
	
                Section
                  2.11.  Notices to Clearing Agency

              	
                30

              
	
                Section
                  2.12.  Definitive Notes

              	
                30

              
	
                Section
                  2.13.  Release of Collateral

              	
                31

              
	
                Section
                  2.14.  Employee Benefit Plans

              	
                31

              
	
                Section
                  2.15.  Authenticating Agents

              	
                32

              
	
                Section
                  2.16.  Calculation Agent

              	
                32

              
	
                 

                ARTICLE
                  THREE

                 

              	 
	
                COVENANTS

                 

              	 
	
                Section
                  3.01.  Payment of Principal and Interest

              	
                34

              
	
                Section
                  3.02.  Maintenance of Office or Agency

              	
                34

              
	
                Section
                  3.03.  Money for Payments to be Held in Trust

              	
                34

              
	
                Section
                  3.04.  Existence

              	
                36

              
	
                Section
                  3.05.  Protection of Trust Estate

              	
                36

              
	
                Section
                  3.06.  Opinions as to Trust Estate

              	
                36

              
	
                Section
                  3.07.  Performance of Obligations; Servicing of
                  Receivables

              	
                37

              
	
                Section
                  3.08.  Negative Covenants

              	
                39

              
	
                Section
                  3.09.  Annual Statement as to Compliance

              	
                40

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

              	
                40

              


      

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

         

      

      Page


      
        	
                Section
                  3.11.  Successor or Transferee

              	
                42

              
	
                Section
                  3.12.  No Other Business

              	
                42

              
	
                Section
                  3.13.  No Borrowing

              	
                42

              
	
                Section
                  3.14.  Master Servicer’s Obligations

              	
                42

              
	
                Section
                  3.15.  Guarantees, Loans, Advances and Other
                  Liabilities

              	
                42

              
	
                Section
                  3.16.  Capital Expenditures

              	
                42

              
	
                Section
                  3.17.  Removal of Administrator

              	
                42

              
	
                Section
                  3.18.  Restricted Payments

              	
                42

              
	
                Section
                  3.19.  Notice of Events of Default

              	
                43

              
	
                Section
                  3.20.  Further Instruments and Acts

              	
                43

              
	
                Section
                  3.21.  Compliance with Laws

              	
                43

              
	
                Section
                  3.22.  Amendments of Sale and Servicing Agreement and Trust
                  Agreement

              	
                43

              
	
                 

                ARTICLE
                  FOUR

                 

              	 
	
                SATISFACTION
                  AND DISCHARGE

                 

              	 
	
                Section
                  4.01.  Satisfaction and Discharge of Indenture

              	
                44

              
	
                Section
                  4.02.  Satisfaction, Discharge and Defeasance of the
                  Notes

              	
                45

              
	
                Section
                  4.03.  Application of Trust Money

              	
                46

              
	
                Section
                  4.04.  Repayment of Monies Held by Paying Agent

              	
                46

              
	
                 

                ARTICLE
                  FIVE

                 

              	 
	
                EVENTS
                  OF DEFAULT; REMEDIES

                 

              	 
	
                Section
                  5.01.  Events of Default

              	
                47

              
	
                Section
                  5.02.  Acceleration of Maturity; Rescission and
                  Annulment

              	
                48

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

              	
                49

              
	
                Section
                  5.04.  Remedies

              	
                51

              
	
                Section
                  5.05.  Optional Preservation of the Receivables

              	
                52

              
	
                Section
                  5.06.  Limitation of Suits

              	
                52

              
	
                Section
                  5.07.  Unconditional Rights of Noteholders to Receive Principal
                  and Interest

              	
                53

              
	
                Section
                  5.08.  Restoration of Rights and Remedies

              	
                53

              
	
                Section
                  5.09.  Rights and Remedies Cumulative

              	
                53

              
	
                Section
                  5.10.  Delay or Omission Not a Waiver

              	
                53

              
	
                Section
                  5.11.  Control by Noteholders of the Controlling
                  Class

              	
                53

              
	
                Section
                  5.12.  Waiver of Past Defaults

              	
                54

              
	
                Section
                  5.13.  Undertaking for Costs

              	
                54

              
	
                Section
                  5.14.  Waiver of Stay or Extension Laws

              	
                55

              
	
                Section
                  5.15.  Action on Notes

              	
                55

              
	
                Section
                  5.16.  Performance and Enforcement of Certain
                  Obligations

              	
                55

              


      

       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      
Page

      
        	
                 

                ARTICLE
                  SIX

                 

              	 
	
                THE
                  INDENTURE TRUSTEE

                 

              	 
	
                Section
                  6.01.  Duties of Indenture Trustee

              	
                57

              
	
                Section
                  6.02.  Rights of Indenture Trustee

              	
                58

              
	
                Section
                  6.03.  Individual Rights of Indenture Trustee

              	
                59

              
	
                Section
                  6.04.  Indenture Trustee’s Disclaimer

              	
                59

              
	
                Section
                  6.05.  Notice of Defaults

              	
                59

              
	
                Section
                  6.06.  Reports by Indenture Trustee to
                  Noteholders

              	
                59

              
	
                Section
                  6.07.  Compensation and Indemnity

              	
                59

              
	
                Section
                  6.08.  Replacement of Indenture Trustee

              	
                60

              
	
                Section
                  6.09.  Successor Indenture Trustee by Merger

              	
                61

              
	
                Section
                  6.10.  Appointment of Co-Trustee or Separate
                  Trustee

              	
                62

              
	
                Section
                  6.11.  Eligibility; Disqualification

              	
                63

              
	
                Section
                  6.12.  Preferential Collection of Claims
                  Against Issuer

              	
                64

              
	
                Section
                  6.13.  Representations and Warranties of Indenture
                  Trustee

              	
                64

              
	
                 

                ARTICLE
                  SEVEN

                 

              	 
	
                NOTEHOLDERS’
                  LISTS AND REPORTS

                 

              	 
	
                Section
                  7.01.  Issuer to Furnish Indenture Trustee Names and Addresses
                  of Noteholders

              	
                65

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

              	
                65

              
	
                Section
                  7.03.  Reports by Issuer

              	
                65

              
	
                Section
                  7.04.  Reports by Indenture Trustee

              	
                66

              
	
                 

                ARTICLE
                  EIGHT

                 

              	 
	
                ACCOUNTS,
                  DISBURSEMENTS AND RELEASES

                 

              	 
	
                Section
                  8.01.  Collection of Money

              	
                67

              
	
                Section
                  8.02.  Accounts

              	
                67

              
	
                Section
                  8.03.  General Provisions Regarding Accounts

              	
                68

              
	
                Section
                  8.04.  Release of Trust Estate

              	
                68

              
	
                Section
                  8.05.  Opinion of Counsel

              	
                69

              
	
                 

                ARTICLE
                  NINE

                 

              	 
	
                SUPPLEMENTAL
                  INDENTURES

                 

              	 
	
                Section
                  9.01.  Supplemental Indentures Without Consent of
                  Noteholders

              	
                70

              
	
                Section
                  9.02.  Supplemental Indentures With Consent of
                  Noteholders

              	
                71

              


      

       

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

      
Page

      
        	
                Section
                  9.03.  Execution of Supplemental Indentures

              	73
	
                Section
                  9.04.  Effect of Supplemental Indenture

              	
                73

              
	
                Section
                  9.05.  Conformity with Trust Indenture Act

              	
                73

              
	
                Section
                  9.06.  Reference in Notes to Supplemental
                  Indentures

              	
                73

              
	
                 

                ARTICLE
                  TEN

                 

              	 
	
                REDEMPTION
                  OF NOTES

                 

              	 
	
                Section
                  10.01.  Redemption

              	
                75

              
	
                Section
                  10.02.  Form of Redemption Notice

              	
                75

              
	
                Section
                  10.03.  Notes Payable on Redemption Date

              	
                76

              
	
                 

                ARTICLE
                  ELEVEN

                 

              	 
	
                MISCELLANEOUS

                 

              	 
	
                Section
                  11.01.  Compliance Certificates and Opinions,
                  etc.

              	
                77

              
	
                Section
                  11.02.  Form of Documents Delivered to Indenture
                  Trustee

              	
                78

              
	
                Section
                  11.03.  Acts of Noteholders

              	
                79

              
	
                Section
                  11.04.  Notices, etc., to Indenture Trustee, Issuer, Depositor,
                  Swap Counterparty and Rating Agencies

              	
                80

              
	
                Section
                  11.05.  Notices to Noteholders; Waiver

              	
                81

              
	
                Section
                  11.06.  Alternate Payment and Notice Provisions

              	
                81

              
	
                Section
                  11.07.  Conflict with Trust Indenture Act

              	
                81

              
	
                Section
                  11.08.  Effect of Headings and Table of Contents

              	
                82

              
	
                Section
                  11.09.  Successors and Assigns

              	
                82

              
	
                Section
                  11.10.  Severability

              	
                82

              
	
                Section
                  11.11.  Benefits of Indenture; Third Party
                  Beneficiaries

              	
                82

              
	
                Section
                  11.12.  Legal Holidays

              	
                82

              
	
                Section
                  11.13.  GOVERNING LAW

              	
                82

              
	
                Section
                  11.14.  Counterparts

              	
                82

              
	
                Section
                  11.15.  Recording of Indenture

              	
                82

              
	
                Section
                  11.16.  Trust Obligation

              	
                83

              
	
                Section
                  11.17.  No Petition

              	
                83

              
	
                Section
                  11.18.  Inspection

              	
                83

              
	
                Section
                  11.19.  Subordination Agreement

              	
                83

              
	
                Section
                  11.20.  Security Interest Matters

              	
                84

              
	
                Section
                  11.21.  Obligations with Respect to the Swap
                  Counterparty

              	
                84

              


      

    

     

    EXHIBITS

     

    
      
        	
                Exhibit A
                  – Form of Notes

              	
                A-1

              


      

    

     

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    This
      Indenture, dated as of June 1, 2007, is between Wachovia Auto Loan Owner Trust
      2007-1, a Delaware statutory trust (the “Issuer”), and U.S. Bank National
      Association, a national banking association, not in its individual capacity
      but
      solely as trustee (the “Indenture Trustee”).

     

    Each
      party agrees as follows for the benefit of the other party and for the equal
      and
      ratable benefit of the holders of the Issuer’s 5.3372% Class A-1 Asset
      Backed Notes (the “Class A-1 Notes”), 5.36% Class A-2 Asset Backed
      Notes (the “Class A-2 Notes”), 5.29% Class A-3a Asset Backed Notes (the
“Class A-3a Notes”), LIBOR plus 0.02% Class A-3b Asset Backed Notes (the
“Class A-3b Notes” and, together with the Class A-3a Notes, the “Class A-3
      Notes”), 5.38% Class B Asset Backed Notes (the “Class B Notes”), 5.45%
      Class C Asset Backed Notes (the “Class C Notes”),  5.65%
      Class D Asset Backed Notes (the “Class D Notes”) and 6.92% Class E
      Asset Backed Notes (the Class E Notes and, together with the Class A-1
      Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B
      Notes, the Class C Notes and the Class D Notes, the “Notes”):

     

    GRANTING
      CLAUSE

     

    The
      Issuer hereby Grants to the Indenture Trustee on the Closing Date, on behalf
      of
      and for the benefit of (a) the Noteholders and (b) the Swap Counterparty to
      secure the obligations of the Issuer to the Swap Counterparty under the Swap
      Agreement, without recourse, all of the Issuer’s right, title and interest in,
      to and under, whether now owned or existing or hereafter acquired or arising,
      (i) the Receivables, (ii) all amounts due and collected on or in
      respect of the Receivables (including proceeds of the repurchase of Receivables
      by the Seller pursuant to the Receivables Purchase Agreement) after the Cutoff
      Date, (iii) the security interests in the Financed Vehicles granted by the
      Obligors pursuant to the Receivables, (iv) all proceeds from claims on and
      refunds of premiums of any physical damage or theft insurance policies and
      extended warranties covering the Financed Vehicles and any proceeds and refunds
      of premiums of any credit life or credit disability insurance policies relating
      to the Receivables, the Financed Vehicles or the Obligors, (v) the
      Receivable Files, (vi) the Collection Account, the Note Payment Account,
      the Reserve Fund, and all amounts, securities, Financial Assets, investments
      and
      other property deposited in or credited to any of the foregoing and all proceeds
      thereof, (vii) all rights of the Depositor under the Receivables Purchase
      Agreement, including the right to require the Seller to repurchase Receivables
      from the Depositor, (viii) any proceeds of Dealer Recourse, (ix) all
      rights of the Issuer under the Sale and Servicing Agreement, including the
      right
      to require the Seller to repurchase or the Master Servicer to purchase
      Receivables from the Issuer, (x) the right to realize upon any property
      (including the right to receive future Net Liquidation Proceeds and Recoveries)
      that shall have secured a Receivable and have been repossessed by or on behalf
      of the Issuer, (xi) all of the Issuer’s rights and benefits under the First
      Tier Assignment and the Swap Agreement (but none of its obligations or
      burdens) and (xii) all present and future claims, demands, causes of action
      and choses in action in respect of any or all of the foregoing, and all payments
      on or under and all proceeds of every kind and nature whatsoever in respect
      of
      any or all of the foregoing, including all proceeds of the conversion thereof,
      voluntary or involuntary, into cash or other liquid property, all accounts,
      accounts receivable, general intangibles, chattel paper, documents, money,
      investment property, deposit accounts, notes, drafts, acceptances, letters
      of
      credit, letter of credit rights, Insurance Proceeds, condemnation awards, rights
      to payment of any and every kind and other forms of obligations and receivables,
      instruments and other property which at any time constitute all or part of
      or
      are included in the proceeds of any of the foregoing (collectively, the
“Collateral”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      foregoing Grant is made in trust to secure the payment of principal and interest
      on, and any other amounts owing in respect of, the Notes and amounts owed by
      the
      Issuer to the Swap Counterparty pursuant to the Swap Agreement, equally and
      ratably without prejudice, priority or distinction, and to secure compliance
      with the provisions of this Indenture, all as provided in this
      Indenture.

     

    The
      Indenture Trustee, as Indenture Trustee on behalf of the Noteholders,
      acknowledges such Grant, accepts the trusts under this Indenture in accordance
      with the provisions of this Indenture and agrees to perform its duties as
      required in this Indenture to the best of its ability to the end that the
      interests of the Noteholders may be adequately and effectively
      protected.

     

    ARTICLE
      ONE


     

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

     

    Section
      1.01.  Definitions.

     

    (a)           Whenever
      used in this Indenture, the following words and phrases, unless the context
      otherwise requires, shall have the following meanings.

     

    “60+
      Day Receivable Delinquency Rate” means, with respect to any Collection
      Period and the related Distribution Date, the percentage equivalent of a
      fraction, the numerator of which is equal to the aggregate Principal Balance
      of
      Receivables as of the last day of such Collection Period that are delinquent
      in
      the amount of at least three Monthly Payments (but are not Defaulted
      Receivables) as of the last day of such Collection Period and the denominator
      of
      which is the Pool Balance as of the last day of such Collection
      Period.

     

    “Accounts”
      has the meaning specified in the Sale and Servicing Agreement.

     

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

     

    “Additional
      Servicing Fee” means, for any Collection Period, if a Successor Master
      Servicer is appointed pursuant to Section 7.02 of the Sale and Servicing
      Agreement, the amount, if any, by which (i) the compensation payable
      to such Successor Master Servicer for such Collection Period exceeds
      (ii) the Monthly Servicing Fee for such Collection Period.

     

    “Administration
      Agreement” means the administration agreement, dated as of June 1, 2007
      among the Administrator, the Issuer, the Depositor and the Indenture
      Trustee.

     

    “Administrator”
      means Wachovia Bank, in its capacity as administrator under the Administration
      Agreement, and its successors in such capacity.

     

    “Affiliate”
      has the meaning specified in the Sale and Servicing Agreement.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Aggregate
      Principal Distributable Amount” means, with respect to any Distribution
      Date, the Priority Principal Distributable Amount, the Secondary Principal
      Distributable Amount, the Third Principal Distributable Amount, the Fourth
      Principal Distributable Amount, the Fifth Principal Distribution Amount and
      the
      Regular Principal Distributable Amount.

     

    “Authenticating
      Agent” has the meaning specified in Section 2.15.

     

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

     

    “Available
      Collections” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Available
      Funds” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Basic
      Documents” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Benefit
      Plan” means (i) employee benefit plans (as defined in Section 3(3)
      of ERISA) that are subject to Title I of ERISA, (ii) plans described
      in Section 4975(e)(1) of the Code, including individual retirement accounts
      or Keogh Plans that are not exempt under Section 4975(g) of the Code, and
      (iii) any entities whose underlying assets include plan assets by reason of
      a plan’s investment in such entities.

     

    “Book-Entry
      Notes” means a beneficial interest in the Class A Notes, the Class B Notes,
      the Class C Notes or the Class D Notes, ownership and transfers of which shall
      be made through book entries by a Clearing Agency as described in
      Section 2.10.

     

    “Business
      Day” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Calculation
      Agent” has the meaning specified in Section 2.16.

     

    “Certificate
      Payment Account” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Certificateholder”
      has the meaning specified in the Trust Agreement.

     

    “Class”
      means a class of Notes, which may be the Class A-1 Notes, the
      Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the
      Class C Notes, the Class D Notes or the Class E Notes, as the context
      may require.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Class A
      Noteholder” means the Person in whose name a Class A Note is registered
      in the Note Register.

     

    “Class A
      Notes” means the Class A-1 Notes, the Class A-2 Notes and the
      Class A-3 Notes.

     

    “Class
      A-1 Final Scheduled Distribution Date” means the June, 20 2008 Distribution
      Date.

     

    “Class A-1
      Interest Rate” means 5.3372% per annum (computed on the basis of the actual
      number of days in the related Interest Period divided by 360).

     

    “Class A-1
      Notes” means the 5.3372% Class A-1 Asset Backed Notes, substantially in
      the form of Exhibit A.

     

    “Class A-2
      Final Scheduled Distribution Date” means the July 20, 2010 Distribution
      Date.

     

    “Class A-2
      Interest Rate” means 5.36% per annum (computed on the basis of a 360-day
      year consisting of twelve 30-day months).

     

    “Class A-2
      Notes” means the 5.36% Class A-2 Asset Backed Notes, substantially in
      the form of Exhibit A.

     

    “Class A-3
      Notes” means the Class A-3a Notes and the Class A-3b
      Notes.

     

    “Class A-3a
      Final Scheduled Distribution Date” means the April 20,
      2012 Distribution Date.

     

    “Class A-3a
      Interest Rate” means 5.29% per annum (computed on the basis of a 360-day
      year consisting of twelve 30-day months).

     

    “Class A-3a
      Notes” means 5.29% Class A-3a Asset Backed Notes, substantially in the
      form of Exhibit A.

     

    “Class A-3b
      Final Scheduled Distribution Date” means the April 20,
      2012 Distribution Date.

     

    “Class A-3b
      Interest Rate” means LIBOR plus 0.02% per annum (computed on the basis of
      the actual number of days in the related Interest Period divided by
      360).

     

    “Class A-3b
      Notes” means the LIBOR plus 0.02% Class A-3b Asset Backed Notes,
      substantially in the form of Exhibit A.

     

    “Class B
      Final Scheduled Distribution Date” means the July 20, 2012 Distribution
      Date.

     

    “Class B
      Interest Rate” means 5.38% per annum (computed on the basis of a 360-day
      year consisting of twelve 30-day months).

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    “Class B
      Noteholder” means the Person in whose name a Class B Note is registered
      in the Note Register.

     

    “Class B
      Notes” means the 5.38% Class B Asset Backed Notes, substantially in the
      form of Exhibit A.

     

    “Class C
      Final Scheduled Distribution Date” means the October 22,
      2012 Distribution Date.

     

    “Class C
      Interest Rate” means 5.45% per annum (computed on the basis of a 360-day
      year consisting of twelve 30-day months).

     

    “Class C
      Noteholder” means the Person in whose name a Class C Note is registered
      in the Note Register.

     

    “Class C
      Notes” means the 5.45% Class C Asset Backed Notes, substantially in the
      form of Exhibit A.

     

    “Class D
      Final Scheduled Distribution Date” means the February 20,
      2013 Distribution Date.

     

    “Class D
      Interest Rate” means 5.65% per annum (computed on the basis of a 360-day
      year consisting of twelve 30-day months).

     

    “Class D
      Noteholder” means the Person in whose name a Class D Note is registered
      in the Note Register.

     

    “Class D
      Notes” means the 5.65% Class D Asset Backed Notes, substantially in the
      form of Exhibit A.

     

    “Class E
      Final Scheduled Distribution Date” means the January 20,
      2015 Distribution Date.

     

    “Class E
      Interest Rate” means 6.92% per annum (computed on the basis of a 360-day
      year consisting of twelve 30-day months).

     

    “Class E
      Noteholder” means the Person in whose name a Class E Note is registered
      in the Note Register.

     

    “Class E
      Notes” means the 6.92% Class E Asset Backed Notes, substantially in the
      form of Exhibit A.

     

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

     

    “Clearing
      Agency Custodian” means the Indenture Trustee, as custodian for the Clearing
      Agency.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

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

     

    “Closing
      Date” means June 7, 2007.

     

    “Code”
      means the Internal Revenue Code of 1986 and the Treasury Regulations promulgated
      thereunder.

     

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

     

    “Collection
      Account” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Collection
      Period” means, with respect to any Distribution Date, the immediately
      preceding calendar month (or, in the case of the first Collection Period, the
      period from but excluding the Cutoff Date to and including the last day of
      the month immediately preceding the month in which the first Distribution Date
      occurs).

     

    “Commission” has
      the meaning specified in the Sale and Servicing Agreement.

     

    “Controlling
      Class” means the Class A Notes so long as any Class A Notes are
      Outstanding and thereafter the Class B Notes so long as any Class B
      Notes are Outstanding and thereafter the Class C Notes so long as any
      Class C Notes are Outstanding and thereafter the Class D Notes so long
      as any Class D Notes are Outstanding and thereafter the Class E Notes
      so long as any Class E Notes are Outstanding.

     

    “Corporate
      Trust Office” means the principal office of the Indenture Trustee at which
      at any particular time its corporate trust business shall be administered,
      which
      office at the date of execution of this Indenture is located at 60 Livingston
      Avenue, EP MN WS3D, St. Paul Minnesota 55107, Attention: Structured Finance
–
WALOT 2007-1, or at such other address as the Indenture Trustee may designate
      from time to time by written notice to the Noteholders and the Issuer, or the
      principal corporate trust office of any successor Indenture Trustee at the
      address designated by such successor Indenture Trustee by written notice to
      the
      Noteholders and the Issuer.

     

    “Cumulative
      Net Loss Percentage” means, with respect to any Distribution Date and the
      related Collection Period, the percentage equivalent of a fraction, (i) the
      numerator of which is equal to the excess, if any, of (a) the
      aggregate Principal Balance of all Receivables that became Defaulted
      Receivables during such Collection Period and all prior Collection Periods
      (in
      each case as of the day that each such Receivable became a Defaulted Receivable)
      over (b) the aggregate Net Liquidation Proceeds and Recoveries received by
      the Master Servicer during such Collection Period and all prior Collection
      Periods and (ii) the denominator of which is the Cutoff Date Pool
      Balance.

     

    “Cutoff
      Date” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Cutoff
      Date Pool Balance” has the meaning specified in the Sale and Servicing
      Agreement.

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Dealer
      Recourse” has the meaning specified in the Sale and Servicing
      Agreement.

     

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

     

    “Defaulted
      Receivable” has the meaning specified in the Sale and Servicing
      Agreement.

     

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

     

    “Depositor”
      has the meaning specified in the Trust Agreement.

     

    “Distribution
      Date” means the 20th day of each month, or if such 20th day is not a
      Business Day, the following Business Day, commencing on July 20,
      2007.

     

    “Eligible
      Institution” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Eligible
      Investments” has the meaning specified in the Sale and Servicing
      Agreement.

     

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

     

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

     

    “Excess
      Collections” has the meaning specified in
      Section 2.08(a)(xix).

     

    “Exchange
      Act” means the Securities Exchange Act of 1934.

     

    “Exchange
      Act Reports” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Executive
      Officer” means, with respect to any (i) corporation, limited liability
      company or depository institution, the chief executive officer, the chief
      operating officer, the chief financial officer, the president, any Vice
      President, the secretary or the treasurer of such corporation, limited liability
      company or depository institution and (ii) partnership, any general partner
      thereof.

     

    “Fifth
      Principal Distributable Amount” means , with respect to any Distribution
      Date, the excess, if any, of the aggregate principal amount of the Class A
      Notes, Class B Notes, Class C Notes, Class D Notes and Class E Notes on that
      Distribution Date (before giving effect to any payments made to holders of
      the
      Notes on that Distribution Date) over the sum of the Priority Principal
      Distributable Amount, the Secondary Principal Distributable Amount, the Third
      Principal Distributable Amount, the Fourth Principal Distributable Amount and
      the Pool Balance as of the last day of the related Collection Period; provided,
      however, that on and after the Final Scheduled Distribution Date for the Class
      E
      Notes, the Fifth Principal Distributable Amount will be not less than the amount
      that is necessary to reduce the outstanding principal balance of the Class
      E
      Notes to zero.

     

    “Final
      Scheduled Distribution Date” means the Class A-1 Final Scheduled
      Distribution Date, the Class A-2 Final Scheduled Distribution Date, the
      Class A-3a Final Scheduled Distribution Date, the Class A-3b Final
      Scheduled Distribution Date, the Class B Final Scheduled Distribution
      Date, the Class C Final Scheduled Distribution Date, the Class D Final
      Scheduled Distribution Date or the Class E Final Scheduled Distribution
      Date, as the context may require.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    “Financed
      Vehicle” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Financial
      Asset” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “First
      Tier Assignment” means the first tier assignment in substantially the form
      attached as Exhibit B to the Receivables Purchase Agreement.

     

    “Fitch”
      means Fitch, Inc.

     

    “Fourth
      Principal Distributable Amount” means , with respect to any Distribution
      Date, the excess, if any, of the aggregate principal amount of the Class A
      Notes, Class B Notes, Class C Notes and Class D Notes on that Distribution
      Date
      (before giving effect to any payments made to holders of the Notes on that
      Distribution Date) over the sum of the Priority Principal Distributable Amount,
      the Secondary Principal Distributable Amount, the Third Principal Distributable
      Amount and the Pool Balance as of the last day of the related Collection Period;
      provided, however, that on and after the Final Scheduled Distribution Date
      for
      the Class D Notes, the Fourth Principal Distributable Amount will be not less
      than the amount that is necessary to reduce the outstanding principal balance
      of
      the Class D Notes to zero.

     

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

     

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

     

    “Indenture”
      means this Indenture.

     

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

     

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

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Independent
      Certificate” means a certificate or opinion to be delivered to the Indenture
      Trustee under the circumstances described in, and otherwise complying with,
      the
      applicable requirements of Section 11.01, made by an Independent appraiser
      or other expert appointed by an Issuer Order and acceptable to 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.

     

    “Insurance
      Proceeds” has the meaning set forth in the Sale and Servicing
      Agreement.

     

    “Interest
      Carryover Shortfall Amount” means, with respect to any Distribution Date and
      a Class of Notes, the excess, if any, of the Interest Distributable Amount
      for
      that Class of Notes on the immediately preceding Distribution Date over the
      amount in respect of interest that is actually deposited in the Note Payment
      Account with respect to that Class of Notes on that preceding Distribution
      Date,
      plus, to the extent permitted by applicable law, interest on the amount of
      interest due but not paid to such Noteholders on that preceding Distribution
      Date at the applicable Interest Rate.

     

    “Interest
      Distributable Amount” means, with respect to any Distribution Date and a
      Class of Notes, the sum of the Monthly Interest Distributable Amount and the
      Interest Carryover Shortfall Amount for that Class of Notes for that
      Distribution Date.

     

    “Interest
      Period” means, with respect to any Distribution Date and the
      (i) Class A-1 Notes and the Class A-3b Notes, the period from, and
      including, the prior Distribution Date (or from, and including, the Closing
      Date
      with respect to the first Distribution Date) to, but excluding, the current
      Distribution Date and (ii) Class A-2 Notes, the Class A-3a Notes,
      the Class B Notes, the Class C Notes, the Class D Notes and the
      Class E Notes, the period from, and including the 20th day of the month of
      the
      prior Distribution Date (or from, and including, the Closing Date with respect
      to the first Distribution Date) to, but excluding, the 20th day of the month
      of
      the current Distribution Date (assuming each month has 30 days).

     

    “Interest
      Rate” means the Class A-1 Interest Rate, the Class A-2 Interest
      Rate, the Class A-3a Interest Rate, the Class A-3b Interest Rate, the
      Class B Interest Rate, the Class C Interest Rate, the Class D
      Interest Rate and the Class E Interest Rate, as applicable.

     

    “Investment
      Company Act” means the Investment Company Act of 1940.

     

    “Issuer”
      means Wachovia Auto Loan Owner Trust 2007-1 until a successor replaces it and,
      thereafter, means the successor and, for purposes of any provision contained
      herein and required by the TIA, each other obligor on the Notes.

     

    “Issuer
      Order” or “Issuer Request” means a written order or request signed in
      the name of the Issuer by any Authorized Officer of the Issuer and delivered
      to
      the Indenture Trustee by the Administrator, if signed by an officer of the
      Administrator, or at the written direction of the Depositor, if signed by an
      officer of the Owner Trustee.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “LIBOR”
      means, for any Distribution Date and the related Interest Period, the rate
      for
      deposits in United States dollars having a one-month maturity, which appears
      on
      the Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on the applicable
      LIBOR Determination Date; provided, however, that for the first Interest Period,
      LIBOR shall mean 5.32759%, which is an interpolated rate for deposits in United
      States dollars for a period that corresponds to the actual number of days in
      the
      first Interest Period.

     

    Notwithstanding
      the foregoing, in the event that such rate does not appear on the Reuters Screen
      LIBOR01 Page on the applicable LIBOR Determination Date, then LIBOR shall be
      the
      arithmetic mean of the rates at which one-month United States dollar deposits
      are offered to prime banks in the London interbank market by four major banks
      in
      that market selected by the Calculation Agent as of the LIBOR Determination
      Date
      and time specified above and in an amount that is representative of a single
      transaction in such market at such time.  If at least two such
      quotations are provided by such banks, LIBOR will be the arithmetic mean of
      such
      quotations.  If fewer than two quotations are provided by such banks,
      then LIBOR shall be the arithmetic mean of the rates at which one-month loans
      in
      United States dollars are offered to leading European banks by three major
      banks
      in The City of New York selected by the Calculation Agent as of 11:00 a.m.,
      New
      York City time, on the applicable LIBOR Determination Date and in an amount
      that
      is representative of a single transaction in such market at such
      time.  If no such quotation can be obtained, LIBOR for such
      Distribution Date will be LIBOR for the prior Distribution Date.  The
      determination of LIBOR for each Distribution Date by the Calculation Agent
      will
      be final and binding in the absence of manifest error.

     

    “LIBOR
      Determination Date” means two London Business Days prior to the Distribution
      Date preceding the applicable Distribution Date (or, in the case of the first
      Distribution Date, two London Business Days prior to the Closing
      Date).

     

    “London
      Business Day” means, for the purpose of calculating LIBOR, a day on which
      banking institutions in the City of London, England are open for general
      business (including dealings in foreign exchange and foreign currency
      deposits).

     

    “Lien”
      has the meaning specified in the Sale and Servicing Agreement.

     

    “Maryland
      Vehicle Sales Finance Act” means Maryland Code Annotated, Financial
      Institutions §11-401 et seq.

     

    “Master
      Servicer” means Wachovia Bank, in its capacity as master servicer under the
      Sale and Servicing Agreement, and its successors in such capacity.

     

    “Monthly
      Interest Distributable Amount” means, with respect to any Distribution Date
      and any Class of Notes, the interest due on that Class of Notes for the related
      Interest Period calculated based on the Interest Rate for that Class of Notes
      and the principal amount of that Class of Notes on the preceding Distribution
      Date, after giving effect to all payments of principal on such Class of Notes
      on
      or prior to that Distribution Date, or, in the case of the first Distribution
      Date, on the original principal amount of that Class of Notes.

     

    “Monthly
      Payment” has the meaning specified in the Sale and Servicing
      Agreement.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Monthly
      Servicing Fee” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Monthly
      Trustee Fees” means the monthly fees and expenses payable to each of the
      Trustees on each Distribution Date for the related Collection Period for
      performing their respective obligations under the Basic Documents.

     

    “Moody’s”
      means Moody’s Investors Service, Inc.

     

    “Net
      Liquidation Proceeds” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Net
      Swap Payment” means, with respect to any Distribution Date, the net amount
      owed by the Issuer to the Swap Counterparty on such Distribution Date pursuant
      to the Swap Agreement, including any accrued interest thereon, but excluding
      any
      Swap Termination Payments.

     

    “Nonrecoverable
      Advance” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Note
      Balance” means, at any time, the aggregate principal amount of all Notes
      that are Outstanding at such time or the aggregate principal amount of all
      Notes
      of the Controlling Class or a particular Class that are Outstanding at such
      time, as the context requires.

     

    “Note
      Depository Agreement” means the agreement, dated the Closing Date, between
      the Issuer and The Depository Trust Company, as the initial Clearing Agency,
      relating to the Notes.

     

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

     

    “Note
      Payment Account” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Note
      Register” and “Note Registrar” have the respective meanings specified
      in Section 2.05(a).

     

    “Notes”
      means the Class A-1 Notes, the Class A-2 Notes, the Class A-3
      Notes, the Class B Notes, the Class C Notes, the Class D Notes
      and the Class E Notes.

     

    “Obligor”
      has the meaning specified in the Sale and Servicing Agreement.

     

    “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 11.01, and delivered to the Indenture
      Trustee.  Unless otherwise specified, any reference in this Indenture
      to an Officer’s Certificate shall be to an Officer’s Certificate of the
      Issuer.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (i)                 Notes
      theretofore 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 Paying Agent in trust
      for the Noteholders; provided, however, that if such Notes are to be redeemed,
      notice of such redemption must have been duly given pursuant to this Indenture
      or provision for such notice must have been made in a manner satisfactory to
      the
      Indenture Trustee; and

     

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

     

    provided,
      however, that in determining whether the Noteholders of the requisite principal
      amount of the Notes Outstanding have given any request, demand, authorization,
      direction, notice, consent or waiver hereunder or under any other Basic
      Document, Notes owned by the Issuer, any other obligor upon the Notes, the
      Depositor, the Seller, the Master Servicer or any of their respective Affiliates
      shall be disregarded and deemed not to be Outstanding unless all of the Notes
      of
      the related Class or Classes are owned by the Issuer, any other obligor
      upon the Notes, the Depositor, the Seller, the Master Servicer or any of their
      respective Affiliates, except that, in determining whether the Indenture Trustee
      shall be protected in relying on any such request, demand, authorization,
      direction, notice, consent or waiver, only Notes that a Responsible Officer
      of
      the Indenture Trustee knows to be so owned shall be so
      disregarded.  Notes so owned that have been pledged in good faith may
      be regarded as Outstanding if the pledgee establishes to the satisfaction of
      the
      Indenture Trustee the pledgee’s right so to act with respect to such Notes and
      that the pledgee is not the Issuer, any other obligor upon the Notes, the
      Depositor, the Seller, the Master Servicer or any of their respective
      Affiliates.

     

    “Overcollateralization
      Target Amount” means an amount equal to the greater of (i) the product
      of (a) 1.25% and (b) the Pool Balance as of the last day of the related
      Collection Period and (ii) the product of (a) 0.50% and (b) the Cutoff Date
      Pool Balance; provided, however, if on the:

     

    (1)           December
      2009 Distribution Date (i.e., the 30th Distribution
      Date)
      (A) the related Cumulative Net Loss Percentage is less than 4.75%, (B) the
      average of the 60+ Day Receivable Delinquency Rates for each of the three
      Collection Periods preceding that Distribution Date is less than 3.00%, and
      (C)
      as of the previous Distribution Date, the amount on deposit in the Reserve
      Fund
      equals or exceeds the Reserve Fund Required Amount for such previous
      Distribution Date and the Overcollateralization Amount equals or exceeds the
      Overcollateralization Target Amount for such previous Distribution Date (both
      after giving effect to all payments and withdrawals on such previous
      Distribution Date), the amount referred to in clause (ii) above will equal
      0.25%
      of the Cutoff Date Pool Balance for that Distribution Date and for each
      subsequent Distribution Date through and including the May 2010 Distribution
      Date (i.e., the 35th Distribution
      Date); and

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    (2)           June
      2010 Distribution Date (i.e., the 36th Distribution
      Date), (a) the related Cumulative Net Loss Percentage is less than 5.50%, (b)
      the average of the 60+ Day Receivable Delinquency Rates for each of the three
      Collection Periods preceding that Distribution Date is less than 3.00% and
      (c)
      as of the previous Distribution Date, the amount on deposit in the Reserve
      Fund
      equals or exceeds the Reserve Fund Required Amount for such previous
      Distribution Date and the Overcollateralization Amount equals or exceeds the
      Overcollateralization Target Amount for such previous Distribution Date (both
      after giving effect to all payments and withdrawals on such previous
      Distribution Date), the amount referred to in clause (ii) above will equal
      0.00%
      of the Cutoff Date Pool Balance for that Distribution Date and for each
      subsequent Distribution Date.

     

    “Owner
      Trustee” has the meaning specified in the Trust Agreement.

     

    “Paying
      Agent” means the Indenture Trustee or any other Person that meets the
      eligibility standards specified in Section 6.11 and is authorized by the
      Issuer to make or cause to be made payments to and distributions from the
      Collection Account, the Note Payment Account, the Certificate Payment Account
      and the Reserve Fund, including payments of principal or interest on the Notes
      on behalf of the Issuer.  The Indenture Trustee shall be the initial
      Paying Agent hereunder.

     

    “Pennsylvania
      Motor Vehicle Sales Finance Act” means 69 P.S. § 601
et seq.

     

    “Person”
      has the meaning specified in the Sale and Servicing Agreement.

     

    “Pool
      Balance” has the meaning specified in the Sale and Servicing
      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 2.06 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.

     

    “Principal
      Balance” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Priority
      Principal Distributable Amount” means, with respect to any Distribution
      Date, the excess, if any, of the Note Balance of the Class A Notes as of
      such Distribution Date (before giving effect to any payments made to Noteholders
      on that Distribution Date) over the Pool Balance as of the last day of the
      preceding Collection Period; provided, however, that the Priority Principal
      Distributable Amount for each Distribution Date on and after the Final Scheduled
      Distribution Date for any Class of Class A Notes will not be less than the
      amount that is necessary to reduce the outstanding principal balance of
      such Class of Class A Notes to zero.

     

    
      
        
        

      

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

     

    “Protected
      Purchaser” has the meaning specified in Section 8-303 of the
      UCC.

     

    “PTCE”
      means Prohibited Transaction Class Exemption.

     

    “Rating
      Agency” means Fitch, Moody’s or Standard & Poor’s; provided,
      however, that if any of Fitch, Moody’s and Standard & Poor’s cease to
      exist, Rating Agency shall mean any nationally recognized statistical rating
      organization or other comparable Person designated by the Issuer to replace
      such
      Person, written notice of which designation shall have been given to the
      Depositor, the Master Servicer and the Trustees.

     

    “Rating
      Agency Condition” means, with respect to any action, that each Rating
      Agency shall have been given ten days (or such shorter period as is
      acceptable to such Rating Agency) prior notice thereof and that each such Rating
      Agency shall have notified the Depositor, the Master Servicer, the Swap
      Counterparty and the Trustees in writing that such action will not result in
      a
      qualification, reduction or withdrawal of the then-current rating assigned
      by
      such Rating Agency to any Class of Notes.

     

    “Receivable”
      has the meaning specified in the Receivables Purchase Agreement.

     

    “Receivable
      Files” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Receivables
      Purchase Agreement” means the receivables purchase agreement, dated as of
      June 1, 2007, between the Seller and WDS Receivables, as purchaser.

     

    “Record
      Date” shall mean, with respect to the Notes and any Distribution Date or
      Redemption Date, the close of business on the Business Day preceding such
      Distribution Date or Redemption Date, provided, however, that if Definitive
      Notes have been issued pursuant to Section 2.12, Record Date shall mean,
      with respect to any Distribution Date or Redemption Date, the last day of the
      preceding Collection Period.

     

    “Recoveries”
      has the meaning specified in the Sale and Servicing Agreement.

     

    “Redemption
      Date” means, in the case of a redemption of the Notes pursuant to
      Section 10.01, the Distribution Date specified by the Master Servicer
      pursuant to such Section.

     

    “Redemption
      Price” means, in the case of a redemption of the Notes pursuant to
      Section 10.01, an amount equal to the unpaid principal amount of the Notes
      redeemed plus accrued and unpaid interest thereon through the related Interest
      Period at the related Interest Rates.

     

    “Regular
      Principal Distributable Amount” means, with respect to any Distribution
      Date, an amount equal to the excess, if any, of (i) the lesser of (a) the Note
      Balance on that Distribution Date (before giving effect to any payments made
      to
      holders of the Notes on that Distribution Date), and (b) the excess, if any,
      of
      (1) the sum of the Note Balance on that Distribution Date (before giving effect
      to any payments made to holders of the Notes on that Distribution Date) and
      the
      Overcollateralization Target Amount for that Distribution Date over (2) the
      Pool
      Balance as of the last day of the related Collection Period, over (ii) the
      sum
      of the Priority Principal Distributable Amount, the Secondary Principal
      Distributable Amount, the Third Principal Distributable Amount, the Fourth
      Principal Distributable Amount and the Fifth Principal Distribution
      Amount.

     

    
      
        
        

      

      
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    “Reserve
      Fund” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Reserve
      Fund Amount” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Reserve
      Fund Deficiency” means, as of any date, the excess of the Reserve Fund
      Required Amount over the Reserve Fund Amount.

     

    “Reserve
      Fund Draw Amount” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Reserve
      Fund Required Amount” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Responsible
      Officer” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Reuters
      Screen LIBOR01 Page” means the display designated as the LIBOR01 Page on the
      Reuters service (or such other page as may replace the LIBOR01 page on that
      service or any successor service for the purpose of displaying
      LIBOR).

     

    “Sale
      and Servicing Agreement” means the sale and servicing agreement, dated as of
      June 1, 2007, among the Issuer, the Depositor, the Seller and the Master
      Servicer.

     

    “Secondary
      Principal Distributable Amount” means, with respect to any Distribution
      Date, the excess, if any, of the Note Balance of the Class A Notes and
      Class B Notes on that Distribution Date (before giving effect to any
      payments made to holders of the Notes on that Distribution Date) over the sum
      of
      the Priority Principal Distributable Amount and the Pool Balance as of the
      last
      day of the related Collection Period; provided, however, that on and after
      the
      Final Scheduled Distribution Date for the Class B Notes, the Secondary Principal
      Distributable Amount will be not less than the amount that is necessary to
      reduce the outstanding principal balance of the Class B Notes to
      zero.

     

    “Securities
      Act” means the Securities Act of 1933.

     

    “Securityholders”
      has the meaning specified in the Sale and Servicing Agreement

     

    “Seller”
      has the meaning specified in the Receivables Purchase Agreement.

     

    “Senior
      Swap Termination Payment” means any payment following an event of default or
      termination event under the Swap Agreement, including accrued interest thereon,
      required to be paid by the Issuer to the Swap Counterparty, other than a
      Subordinated Swap Termination Payment.

     

    
      
        
        

      

      
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    “Servicer
      Termination Event” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Standard &
      Poor’s” means Standard & Poor’s Ratings Services, a
      Division of The McGraw-Hill Companies, Inc.

     

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

     

    “Subordinated
      Swap Termination Payment” means any payment, including accrued interest
      thereon, required to be paid by the Issuer to the Swap Counterparty pursuant
      to
      the Swap Agreement following any event of default or termination event (other
      than the illegality of the transactions contemplated by the Swap Agreement
      or
      the occurrence of certain tax events) where the Swap Counterparty is the sole
      defaulting party or the sole affected party.

     

    “Successor
      Master Servicer” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Swap
      Agreement” means the ISDA Master Agreement, dated June 7, 2007, between
      the Issuer and the Swap Counterparty, including the Schedule thereto, the
      Credit Support Annex thereto and the Confirmation relating to the Class A-3b
      Notes.

     

    “Swap
      Counterparty” means Wachovia Bank, as swap counterparty under the Swap
      Agreement.

     

    “Swap
      Termination Payment” means, with respect to any Distribution Date, as
      applicable, (i) the net amount of any Senior Swap Termination Payment plus
      any
      Subordinated Swap Termination Payment, owed by the Issuer to the Swap
      Counterparty or (ii) the net amount of any swap termination payment owed by
      the
      Swap Counterparty to the Issuer, as applicable.

     

    “Third
      Principal Distributable Amount” means, with respect to any Distribution
      Date, the excess, if any, of the Note Balance of the Class A Notes, Class B
      Notes and Class C Notes on that Distribution Date (before giving effect to
      any
      payments made to holders of the Notes on that Distribution Date) over the sum
      of
      the Priority Principal Distributable Amount, the Secondary Principal
      Distributable Amount and the Pool Balance as of the last day of the related
      Collection Period; provided, however, that on and after the Final Scheduled
      Distribution Date for the Class C Notes, the Third Principal Distributable
      Amount will be not less than the amount that is necessary to reduce the
      outstanding principal balance of the Class C Notes to zero.

     

    “Total
      Servicing Fee” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Total
      Trustee Fees” means, for any Collection Period and the related Distribution
      Date, with respect to each of the Trustees, the sum of (i) the Monthly
      Trustee Fees for such Collection Period and (ii) all accrued but unpaid
      Monthly Trustee Fees for the previous Collection Period.

     

    “Transition
      Costs” has the meaning specified in the Sale and Servicing
      Agreement.

     

    
      
        
        

      

      
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    “Treasury
      Regulations” has the meaning specified in the Trust Agreement.

     

    “Trust
      Agreement” means the amended and restated trust agreement, dated as of June
      1, 2007, between the Depositor and the Owner Trustee.

     

    “Trust
      Estate” means all money, instruments, rights, and other property that are
      subject or intended to be subject to the lien and security interest of this
      Indenture for the benefit of the Noteholders (including all property and
      interests Granted to the Indenture Trustee), including all proceeds
      thereof.

     

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

     

    “Trustees”
      means the Owner Trustee and the Indenture Trustee.

     

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

     

    “United
      States” means the United States of America.

     

    “Vice
      President” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Wachovia
      Bank” has the meaning specified in the Sale and Servicing
      Agreement.

     

    “Wachovia
      Dealer Services” means Wachovia Dealer Services, Inc.

     

    “WDS
      Receivables” has the meaning specified in the Receivables Purchase
      Agreement.

     

    (b)           Except
      as otherwise specified herein or as the context may otherwise require, for
      all
      purposes of this Indenture, capitalized terms used herein that are not otherwise
      defined shall have the meanings ascribed thereto in the Sale and Servicing
      Agreement or the Trust Agreement, as the case may be.

     

    Section
      1.02.  Incorporation by Reference of Trust Indenture
      Act.  Whenever this Indenture refers to a provision of the TIA,
      that 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:

     

    “indenture
      securities” means the Notes.

     

    “indenture
      security holder” means a Noteholder.

     

    “indenture
      to be qualified” means this Indenture.

     

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

     

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

     

    
      
        
        

      

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

     

    Section
      1.03.  Interpretive Provisions.  With respect to all
      terms in this Indenture, 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 in the United States;
      (iii) “or” is not exclusive; (iv) “including” means including without
      limitation; (v) words in the singular include the plural and words in the
      plural include the singular; (vi) any agreement, instrument or statute
      defined or referred to herein or in any instrument or certificate delivered
      in
      connection herewith means such agreement, instrument or statute as from time
      to
      time amended, modified or supplemented and includes (in the case of agreements
      or instruments) references to all attachments thereto and instruments
      incorporated therein; (vii) references to a Person are also to its
      successors and permitted assigns; (viii) the words “hereof”, “herein” and
“hereunder” and words of similar import when used in this Indenture shall refer
      to this Indenture as a whole and not to any particular provision of this
      Indenture; (ix) references contained in this Indenture to Section, Schedule
      and Exhibit, as applicable, are references to Sections, Schedules and Exhibits
      in or to this Indenture unless otherwise specified; (x) references to
“writing” include printing, typing, lithography and other means of reproducing
      words in a visible form; and (xi) the term “proceeds” has the meaning set
      forth in the applicable UCC.

     

    
      
        
        

      

      
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    ARTICLE
      TWO

     

    THE
      NOTES

     

    Section
      2.01.  Form.

     

    (a)           The
      Class A-1 Notes, the Class A-2 Notes, the Class A-3a
      Notes, the Class A-3b Notes, the Class B Notes, the Class C
      Notes, the Class D Notes and the Class E Notes, in each case together with
      the Indenture Trustee’s certificate of authentication, shall be in substantially
      the form set forth in Exhibit A, with such appropriate insertions,
      omissions, substitutions and other variations as are required or permitted
      by
      this Indenture, and may have such letters, numbers or other marks of
      identification and such legends or endorsements placed thereon as may,
      consistently herewith, be determined by the officers executing such Notes,
      as
      evidenced by their execution of the Notes.  Any portion of the text of
      any Note may be set forth on the reverse thereof, with an appropriate reference
      thereto on the face of the Note.

     

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

     

    (c)           Each
      Note shall be dated the date of its authentication.  The terms of the
      Notes as set forth in Exhibit A are part of the terms of this Indenture and
      are incorporated herein by reference.

     

    (d)           The
      aggregate principal amount of the Notes may from time to time be increased
      or
      decreased by adjustments made on the records of the Indenture Trustee or the
      Clearing Agency or its nominee, as the case may be, as hereinafter
      provided.

     

    (e)           Except
      as provided in Section 2.12 hereof, owners of beneficial interests in Book-Entry
      Notes will not be entitled to receive physical delivery of Definitive
      Notes.

     

    Section
      2.02.  Execution, Authentication and Delivery.

     

    (a)           The
      Notes shall be executed on behalf of the Issuer by any of its Authorized
      Officers.  The signature of any such Authorized Officer on the Notes
      may be manual or facsimile.  Notes bearing the manual or facsimile
      signature of individuals who were at any time Authorized Officers of the Issuer
      shall bind the Issuer, notwithstanding that such individuals or any of them
      have
      ceased to hold such offices prior to the authentication and delivery of such
      Notes or did not hold such offices on the date of such Notes.

     

    (b)           The
      Indenture Trustee shall, upon Issuer Order, authenticate and deliver for
      original issue the following aggregate principal amounts of Notes:
      (i) $384,000,000 of Class A-1 Notes, (ii) $613,000,000 of
      Class A-2 Notes, (iii) $200,000,000 of Class A-3a Notes, (iv)
      $518,000,000 of Class A-3b Notes, (v) $75,000,000 of Class B Notes,
      (vi) $80,000,000 of Class C Notes, (vii) $80,000,000 of
      Class D Notes and (viii) $50,000,000 of Class E
      Notes.  The aggregate principal amount of Class A-1 Notes,
      Class A-2 Notes, Class A-3a Notes, Class A-3b Notes, Class B
      Notes, Class C Notes, Class D Notes and Class E Notes Outstanding
      at any time may not exceed such respective amounts except as provided in
      Section 2.06.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (c)           Each
      Note shall be dated the date of its authentication.  The Class A
      Notes, Class B Notes, Class C Notes and Class D Notes shall be issuable as
      registered Notes in minimum denominations of $2,000 and in integral multiples
      of
      $1,000 in excess thereof. The Class E Notes shall be issuable in one or
      more registered, definitive, physical certificates, in minimum denominations
      of
      $25,000 and in integral multiples of $1,000 in excess thereof.

     

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

     

    Section
      2.03.  Temporary Notes.

     

    (a)           Pending
      the preparation of Definitive Notes pursuant to Section 2.12, the Issuer
      may execute, and upon receipt of an Issuer Order the Indenture Trustee shall
      authenticate and deliver, temporary Notes that are printed, lithographed,
      typewritten, mimeographed or otherwise produced, of the tenor of the Definitive
      Notes in lieu of which they are issued and with such variations not inconsistent
      with the terms of this Indenture as the officers executing such Notes may
      determine, as evidenced by their execution of such Notes.

     

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

     

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

     

    Section
      2.05.  Registration; Registration of Transfer and
      Exchange.

     

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

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

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

     

    (c)           Upon
      surrender for registration of transfer of any Note at the office or agency
      of
      the Issuer to be maintained as provided in Section 3.02, provided that the
      requirements of Section 8-401 of the UCC are met, the Issuer shall execute,
      and the Indenture Trustee shall authenticate and deliver to the Noteholder
      making such surrender and the Noteholder shall obtain from the Indenture
      Trustee, in the name of the designated transferee or transferees, one or more
      new Notes of the same Class in any authorized denomination and a like aggregate
      principal amount.  The Indenture Trustee may rely upon the
      Administrator with respect to the determination of whether the requirements
      of
      Section 8-401 of the UCC are met.

     

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

     

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

     

    (f)           Each
      Note presented or surrendered for registration of transfer or exchange shall
      be
      duly endorsed by, or be accompanied by a written instrument of transfer in
      form
      satisfactory to the Indenture Trustee duly executed by, the Holder thereof
      or
      such Holder’s attorney duly authorized in writing, with such signature
      guaranteed by an “eligible guarantor institution” meeting the requirements of
      the Note Registrar.

     

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

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    (h)           The
      preceding provisions of this Section notwithstanding, the Issuer shall not
      be
      required to make, and the Note Registrar need not register, transfers or
      exchanges of Notes with respect to which the due date for any payment will
      occur
      within 15 days.

     

    (i)           Each
      Person to whom a Note is transferred will be required to represent, (i) in
      the
      case of a Definitive Note, or deemed to represent, in the case of a Book-Entry
      Note, that (A) such Person is not a Benefit Plan or (B) such Person is
      acquiring a Note and the Person’s acquisition, holding and disposition of the
      Note are and will be eligible for relief under PTCE 84-14, 90-1, 91-38,
      95-60 or 96-23 or (ii) in the case of the Class E Notes, that such person is
      not
      a Benefit Plan.

     

    (j)           No
      Class E Note may be sold or transferred (including, without limitation, by
      pledge or hypothecation) unless such sale or transfer is exempt from the
      registration requirements of the Securities Act, is exempt from the registration
      requirements under applicable state securities laws and will not cause the
      Issuer to become subject to the requirement that it register as an investment
      company under the Investment Company Act.

     

    (k)           The
      Indenture Trustee shall not be responsible for ascertaining whether any transfer
      complies with, or for otherwise monitoring or determining compliance with,
      the
      requirements or terms of the Securities Act, applicable state securities laws,
      ERISA, the Code or the Investment Company Act; except that if a certificate
      is
      specifically required by the terms of this Section 2.05 to be provided to the
      Indenture Trustee by a prospective transferor or transferee, the Indenture
      Trustee shall be under a duty to receive and examine the same to determine
      whether it conforms substantially on its face to the applicable requirements
      of
      this Section 2.05.

     

    Any
      purported transfer of a Note not in
      accordance with this Section 2.05 shall be null and void and shall not be given
      effect for any purpose whatsoever.

     

    Section
      2.06.  Mutilated, Destroyed, Lost or Stolen Notes.

     

    (a)           If
      (i) any mutilated Note is surrendered to the Indenture Trustee, or the
      Indenture Trustee receives evidence to its satisfaction of the destruction,
      loss
      or theft of any Note, (ii) there is delivered to the Indenture Trustee such
      security or indemnity as may be required by it to hold the Issuer and the
      Indenture Trustee harmless and (iii) the requirements of Section 8-405
      of the UCC are met, then, in the absence of notice to the Issuer, the Note
      Registrar or the Indenture Trustee that such Note has been acquired by a
      Protected Purchaser, the Issuer shall execute, and upon its request the
      Indenture Trustee shall authenticate and deliver, in exchange for or in lieu
      of
      any such mutilated, destroyed, lost or stolen Note, a replacement Note of the
      same Class; provided, however, that if any such destroyed, lost or stolen Note,
      but not a mutilated Note, shall have become or within seven days of the
      Indenture Trustee’s receipt of evidence to its satisfaction of such destruction,
      loss or theft shall be due and payable, or shall have been called for redemption
      pursuant to Section 10.01, instead of issuing a replacement Note, the
      Issuer may pay such destroyed, lost or stolen Note when so due or payable or
      upon the Redemption Date without surrender thereof.  The Indenture
      Trustee may rely upon the Administrator with respect to the determination of
      whether the requirements of Section 8-405 of the UCC are
      met.  If, after the delivery of such replacement Note or payment of a
      destroyed, lost or stolen Note pursuant to the proviso to the preceding
      sentence, a Protected Purchaser of the original Note in lieu of which such
      replacement Note was issued presents for payment such original Note, the Issuer
      and the Indenture Trustee shall be entitled to recover such replacement Note
      (or
      such payment) from the Person to whom such replacement Note was delivered or
      any
      Person taking such replacement Note from such Person to whom such replacement
      Note was delivered or any assignee of such Person, except a Protected Purchaser,
      and shall be entitled to recover upon the security or indemnity provided
      therefor to the extent of any loss, damage, cost or expense incurred by the
      Issuer or the Indenture Trustee in connection therewith.

     

    
      
        
        

      

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

     

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

     

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

     

    Section
      2.08.  Payment of Principal and Interest.

     

    (a)           On
      each Distribution Date, prior to the acceleration of the Notes following the
      occurrence of an Event of Default, upon receipt of written instructions from
      the
      Master Servicer pursuant to Section 4.09(c) of the Sale and Servicing
      Agreement, the Indenture Trustee shall apply the Available Funds on deposit
      in
      the Collection Account to make the following payments and deposits in the
      following order of priority:

     

    (i)                 to
      the Master Servicer, the Total Servicing Fee and any Nonrecoverable Advances
      for
      the related Collection Period;

     

    (ii)                 to
      the Trustees pro rata, the Total Trustee Fees, provided; however, that the
      aggregate amount to be paid to the Trustees for such fees and expenses pursuant
      to this clause shall not exceed $100,000 in any given calendar
      year;

     

    
      
        
        

      

      
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    (iii)                 to
      the Swap Counterparty any Net Swap Payment;

     

    (iv)                 pro
      rata, (A) to the Note Payment Account, for payment to the Class A Notes, the
      Interest Distributable Amount, ratably, for each Class of Class A
      Notes, and (B) to the Swap Counterparty, any Senior Swap Termination
      Payment;

     

    (v)                 to
      the Note Payment Account, for payment of principal on the Notes in the priority
      set forth in Section 2.08(b), the Priority Principal Distributable Amount,
      if any;

     

    (vi)                 to
      the Note Payment Account, for payment to the Class B Notes, the Interest
      Distributable Amount for the Class B Notes;

     

    (vii)                 to
      the Note Payment Account, for payment of principal on the Notes in the priority
      set forth in Section 2.08(b), the Secondary Principal Distributable Amount,
      if any;

     

    (viii)                 to
      the Note Payment Account, for payment to the Class C Notes, the Interest
      Distributable Amount for the Class C Notes;

     

    (ix)                 to
      the Note Payment Account, for payment of principal on the Notes in the priority
      set forth in Section 2.08(b), the Third Principal Distributable Amount, if
      any;

     

    (x)                 to
      the Note Payment Account, for payment to the Class D Notes, the Interest
      Distributable Amount for the Class D Notes;

     

    (xi)                 to
      the Note Payment Account, for payment of principal on the Notes in the priority
      set forth in Section 2.08(b), the Fourth Principal Distributable Amount, if
      any;

     

    (xii)                 to
      the Note Payment Account, for payment to the Class E Notes, the Interest
      Distributable Amount for the Class E Notes;

     

    (xiii)                 to
      the Note Payment Account, for payment of principal on the Notes in the priority
      set forth in Section 2.08(b), the Fifth Principal Distributable Amount, if
      any;

     

    (xiv)                 to
      the Reserve Fund, the Reserve Fund Deficiency for such Distribution Date, if
      any;

     

    (xv)                 to
      the Note Payment Account, for payment of principal on the Notes in the priority
      set forth in Section 2.08(b), the Regular Principal Distributable Amount, if
      any;

     

    (xvi)                 
      to the Swap Counterparty, any Subordinated Swap Termination
      Payment;

     

    (xvii)                 if
      a Successor Master Servicer has been appointed pursuant to Section 7.02 of
      the Sale and Servicing Agreement, to such Successor Master Servicer, any
      Transition Costs due in connection with such transfer of servicing and not
      paid
      pursuant to Section 7.01 of the Sale and Servicing Agreement, plus the
      Additional Servicing Fee, if any, for the related Collection
      Period;

     

    
      
        
        

      

      
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    (xviii)                 to
      the Trustees, pro rata, the Total Trustee Fees, to the extent that they have
      not
      previously been paid; and

     

    (xix)                 to
      the Certificate Payment Account, for payment to the Certificateholders, any
      remaining Available Funds (the “Excess Collections”).

     

    Notwithstanding
      the foregoing, following the occurrence and during the continuation of an Event
      of Default which has resulted in an acceleration of the Notes, all Available
      Funds shall be deposited into the Note Payment Account and applied in accordance
      with Section 2.08(f).  Any distributions to be made by the
      Indenture Trustee under the Basic Documents may be made by the Paying
      Agent.

     

    The
      Reserve Fund Draw Amount shall be used to make the payments described in Section
      4.02 of the Sale and Servicing Agreement.

     

    If
      the
      amount on deposit in the Note Payment Account (including any portion of the
      Reserve Fund Draw Amount) on any Distribution Date is less than the amount
      described in clause (iv(A)) above for such Distribution Date, the
      Indenture Trustee, either directly or through the Paying Agent, shall pay the
      available amount to the Noteholders of each Class of Class A Notes pro rata
      based on the Interest Distributable Amount payable to such Class on such
      Distribution Date.

     

    If
      on any
      Distribution Date, the aggregate amount on deposit in the Collection Account
      and
      the Reserve Fund equals or exceeds the Note Balance of all Notes Outstanding
      as
      of the last day of the related Collection Period, the accrued and unpaid
      interest thereon and all amounts due to the Master Servicer, the Swap
      Counterparty and the Trustees, the Master Servicer shall provide written
      notification thereof to the Indenture Trustee and shall direct the Indenture
      Trustee to apply all such amounts to retire the Notes and to pay all such
      amounts due to the Master Servicer, the Swap Counterparty and the Trustees
      in
      accordance with the provisions of this Section.

     

    (b)           The
      principal of each Note shall be payable in installments on each Distribution
      Date in an aggregate amount (unless the Notes have been declared immediately
      due
      and payable following an Event of Default) for all Classes of Notes equal to
      the
      Aggregate Principal Distributable Amount.  On each Distribution Date,
      upon receipt of instructions from the Master Servicer pursuant to
      Section 4.09(c) of the Sale and Servicing Agreement and subject to
      Section 2.08(f), the Indenture Trustee shall either directly or through a
      Paying Agent apply or cause to be applied the amount on deposit in the Note
      Payment Account on such Distribution Date in respect of the Aggregate Principal
      Distributable Amount, to make the following payments in the following order
      of
      priority:

     

    (i)                 to
      the Class A-1 Notes, until the principal amount of the Class A-1 Notes has
      been
      paid in full;

     

    (ii)                 to
      the Class A-2 Notes until the principal amount of the Class A-2 Notes has been
      paid in full;

     

    
      
        
        

      

      
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    (iii)                 pro
      rata, to the Class A-3a Notes and Class A-3b Notes until the principal amount
      of
      the Class A-3a Notes and the Class A-3b Notes has been paid in
      full;

     

    (iv)                 to
      the Class B Notes until the principal amount of the Class B Notes has been
      paid
      in full;

     

    (v)                 to
      the Class C Notes until the principal amount of the Class C Notes has been
      paid
      in full;

     

    (vi)                 to
      the Class D Notes until the principal amount of the Class D Notes has been
      paid
      in full; and

     

    (vii)                 to
      the Class E Notes until the principal amount of the Class E Notes has been
      paid
      in full.

     

    (c)           The
      unpaid principal amount, to the extent not previously paid of the
      (i) Class A-1 Notes shall be due and payable on the Class A-1
      Final Scheduled Distribution Date, (ii) Class A-2 Notes shall be due
      and payable on the Class A-2 Final Scheduled Distribution Date,
      (iii) Class A-3a Notes shall be due and payable on the Class A-3a
      Final Scheduled Distribution Date, (iv) Class A-3b Notes shall be due
      and payable on the Class A-3b Final Scheduled Distribution Date, (v)
      Class B Notes shall be due and payable on the Class B Final Scheduled
      Distribution Date, (vi) Class C Notes shall be due and payable on the
      Class C Final Scheduled Distribution Date, (vii) Class D Notes
      shall be due and payable on the Class D Final Scheduled Distribution Date
      and (viii) Class E Notes shall be due and payable on the Class E
      Final Scheduled Distribution Date.

     

    (d)           Each
      Class of Notes shall accrue interest during each Interest Period at the related
      Interest Rate, and such interest shall be due and payable on each Distribution
      Date.  Interest on the Class A-1 Notes and the Class A-3b Notes
      shall be calculated on the basis of the actual number of days elapsed and a
      360-day year.  Interest on the Class A-2 Notes, the Class A-3a
      Notes, the Class B Notes, the Class C Notes, the Class D Notes
      and the Class E Notes shall be calculated on the basis of a 360-day year of
      twelve 30-day months.  Subject to Section 3.01, any installment
      of interest or principal, if any, payable on any Note that is punctually paid
      or
      duly provided for on the applicable Distribution Date shall be paid to the
      Person in whose name such Note (or one or more Predecessor Notes) is registered
      on the related 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;
      provided, however, that, 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 shall 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 related Final Scheduled Distribution Date (and
      except for the Redemption Price for any Note called for redemption in whole
      pursuant to Section 10.01), which shall be payable as provided
      below.  The funds represented by any such checks returned undelivered
      shall be held in accordance with Section 3.03.  The Indenture
      Trustee, either directly or through the Paying Agent, shall pay all Interest
      Distributable Amounts for any Distribution Date to the Noteholders on the
      related Record Date even if a portion of such Interest Distributable Amount
      relates to an earlier Distribution Date.

     

    
      
        
        

      

      
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    (e)           All
      principal and interest payments on a Class of Notes shall be made pro rata
      to
      the Noteholders of such Class.  Except as otherwise provided herein,
      the Indenture Trustee shall, before the Distribution Date on which the Issuer
      expects to pay the final installment of principal of and interest on any Note,
      notify the Holder of such Note as of the related Record Date of such final
      installment.  Such notice shall be mailed or transmitted by facsimile
      and shall specify that such final installment shall be payable only upon
      presentation and surrender of such Note and shall specify the place where such
      Note may be presented and surrendered for payment of such
      installment.  Notices in connection with redemption of Notes shall be
      sent by mail to Noteholders as provided in Section 10.02.

     

    (f)           Notwithstanding
      the foregoing, the unpaid principal amount of the Notes and all other amounts
      due hereunder and under the Swap Agreement shall be due and payable, to the
      extent not previously paid, on the date on which an Event of Default shall
      have
      occurred and be continuing, if the Indenture Trustee or the Holders of Notes
      evidencing not less than 51% of the Note Balance of the Controlling Class have
      declared the Notes to be immediately due and payable in the manner provided
      in
      Section 5.02(a).  On each Distribution Date following
      acceleration of the Notes, upon receipt of instructions from the Master Servicer
      pursuant to Section 4.09(c) of the Sale and Servicing Agreement, the
      Indenture Trustee or the Paying Agent shall deposit all Available Funds into
      the
      Note Payment Account and shall apply or cause to be applied all such amounts
      to
      make the following payments and deposits in the following order of
      priority:

     

    (i)                 first,
      to the Master Servicer, the Total Servicing Fee and any Nonrecoverable Advances
      for the related Collection Period;

     

    (ii)                 second,
      to the Trustees, the Total Trustee Fees;

     

    (iii)                 third,
      to the Swap Counterparty, the Net Swap Payment, if any;

     

    (iv)                 fourth,
      pro rata, (A) to the Class A Noteholders, the Interest Distributable Amount
      for each Class of Class A Notes; and (B) to the Swap Counterparty, any
      Senior Swap Termination Payment;

     

    (v)(a)
                   fifth,
      if an Event of Default described in Section 5.01(i), (ii), (v) or
      (vi) has occurred, in the following order of priority:

     

    (A)          to
      the Class A-1 Noteholders, payments of principal until the principal amount
      of the Class A-1 Notes has been paid in full;

     

    (B)           to
      the Holders of each Class of remaining Class A Notes, pro rata based on the
      outstanding principal amount of each such Class of Class A Notes as of such
      Distribution Date, payments of principal until the principal amount of each
      such
      Class of remaining Class A Notes has been paid in full;

     

    
      
        
        

      

      
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    (C)           to
      the Class B Noteholders, the Interest Distributable Amount for the
      Class B Notes;

     

    (D)           to
      the Class B Noteholders, payments of principal until the principal amount
      of the Class B Notes has been paid in full;

     

    (E)           to
      the Class C Noteholders, the Interest Distributable Amount for the
      Class C Notes;

     

    (F)           to
      the Class C Noteholders, payments of principal until the principal amount
      of the Class C Notes has been paid in full;

     

    (G)           to
      the Class D Noteholders, the Interest Distributable Amount for the
      Class D Notes;

     

    (H)           to
      the Class D Noteholders, payments of principal until the principal amount
      of the Class D Notes has been paid in full;

     

    (I)           to
      the Class E Noteholders, the Interest Distributable Amount for the
      Class E Notes; and

     

    (J)           to
      the Class E Noteholders, payments of principal until the principal amount
      of the Class E Notes has been paid in full;

     

    (v)(b)                      fifth,
      if an Event of Default described in Section 5.01(iii) or (iv) has
      occurred, in the following order of priority:

     

    (A)           to
      the Class B Noteholders, the Interest Distributable Amount for the
      Class B Notes;

     

    (B)           to
      the Class C Noteholders, the Interest Distributable Amount for the
      Class C Notes;

     

    (C)           to
      the Class D Noteholders, the Interest Distributable Amount for the
      Class D Notes;

     

    (D)           to
      the Class E Noteholders, the Interest Distributable Amount for the
      Class E Notes;

     

    (E)           to
      the Class A-1 Noteholders, payments of principal until the principal amount
      of the Class A-1 Notes has been paid in full;

     

    (F)           to
      the Holders of each Class of remaining Class A Notes, pro rata based on the
      outstanding principal amount of each such Class of Class A Notes as of such
      Distribution Date, payments of principal until the principal amount of each
      such
      Class of remaining Class A Notes has been paid in full; and

     

    
      
        
        

      

      
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    (G)           to
      the Class B Noteholders, payments of principal until the principal amount
      of the Class B Notes has been paid in full;

     

    (H)           to
      the Class C Noteholders, payments of principal until the principal amount
      of the Class C Notes has been paid in full;

     

    (I)           to
      the Class D Noteholders, payments of principal until the principal amount
      of the Class D Notes has been paid in full; and

     

    (J)           to
      the Class E Noteholders, payments of principal until the principal amount
      of the Class E Notes has been paid in full;

     

    (vi)                 sixth,
      to the Swap Counterparty, any Subordinated Swap Termination
      Payment;

     

    (vii)                 seventh,
      if a Successor Master Servicer has been appointed pursuant to Section 7.02
      of the Sale and Servicing Agreement, to such Successor Master Servicer, any
      Transition Costs due in connection with such transfer of servicing and not
      paid
      pursuant to Section 7.01 of the Sale and Servicing Agreement plus the
      Additional Servicing Fee, if any, for the related Collection Period;
      and

     

    (viii)                 eighth,
      to the Certificateholders, any remaining amounts.

     

    (g)           The
      Indenture Trustee shall transfer or shall cause the Master Servicer to transfer,
      amounts from the Reserve Fund and deposit amounts transferred therefrom at
      the
      written direction of the Master Servicer in accordance with the Sale and
      Servicing Agreement.

     

    Section
      2.09.  Cancellation.  All Notes surrendered for
      payment, registration of transfer, exchange or redemption in whole pursuant
      to
      Section 10.01 shall, if surrendered to any Person other than the Indenture
      Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled
      by the Indenture Trustee.  The Issuer may at any time deliver to the
      Indenture Trustee for cancellation any Notes previously authenticated and
      delivered hereunder which the Issuer may have acquired in any manner whatsoever,
      and all Notes so delivered shall be promptly cancelled by the Indenture
      Trustee.  No Notes shall be authenticated in lieu of or in exchange
      for any Notes cancelled as provided in this Section, except as expressly
      permitted by this Indenture.  All cancelled Notes may be held or
      disposed of by the Indenture Trustee in accordance with its standard retention
      or disposal policy as in effect at the time unless the Issuer shall direct
      by an
      Issuer Order that they be destroyed or returned to it; provided, that such
      Issuer Order is timely and the Notes have not been previously disposed of by
      the
      Indenture Trustee.

     

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

     

    
      
        
        

      

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

     

    (ii)                 the
      Note Registrar 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 such Notes, and shall have no obligation to the Note
      Owners;

     

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

     

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

     

    (v)                 whenever
      this Indenture requires or permits actions to be taken based upon instructions
      or directions of the Holders of Notes (or Holders of Notes of any Class,
      including the Controlling Class) evidencing a specified percentage of the Note
      Balance, 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 such Class of
      Notes and has delivered such instructions to the Indenture Trustee.

     

    Section
      2.11.  Notices to Clearing Agency.  Whenever a notice
      or other communication to the Noteholders is required under this Indenture,
      unless and until Definitive Notes shall have been issued to such Note Owners
      pursuant to Section 2.12, the Indenture Trustee shall give all such notices
      and communications specified herein to be given to the Noteholders to the
      Clearing Agency, and shall have no obligation to such Note Owners.

     

    Section
      2.12.  Definitive Notes.  Definitive Notes will be
      issued only in the following circumstances:

     

    (a)           If:

     

    (i)                 (A) the
      Clearing Agency is no longer willing or able to properly discharge its
      respon­sibilities with respect to the Book-Entry Notes and (B) the
      Indenture Trustee is not able to locate a qualified successor; or

     

    (ii)                 after
      the occurrence of an Event of Default or a Servicer Termination Event, owners
      of
      Book-Entry Notes representing beneficial interests aggregating not less than
      51%
      of the principal amount of a Class of Notes advise the Indenture Trustee and
      the
      Clearing Agency Participant through the Clearing Agency, in writing that the
      continuation of a book-entry system through the Clearing Agency is no longer
      in
      the best interests of such Note Owners;

     

    
      
        
        

      

      
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    then,
      in
      each case, the Indenture Trustee shall notify such Note Owners of the related
      Class of Notes through the Clearing Agency of the occurrence of any such event
      and of the availability of Definitive Notes of the related Class of Notes to
      Note Owners requesting the same.

     

    (b)           Upon
      surrender to the Indenture Trustee of the Note or Notes representing the
      Book-Entry Notes by the Clearing Agency, accompanied by registration
      instructions, the Issuer at its own expense shall execute and deliver the
      Definitive Notes to the Indenture Trustee and the Indenture Trustee shall
      authenticate the Definitive Notes in accordance with the instructions of the
      Clearing Agency.  None of the Issuer, the Note Registrar or the
      Indenture Trustee shall be liable for any delay in delivery of such instructions
      and may conclusively rely on, and shall be protected in relying on, such
      instructions.  Upon the issuance of Definitive Notes of a Class, the
      Indenture Trustee shall recognize the Noteholders of the Definitive Notes as
      Noteholders hereunder.

     

    Section
      2.13.  Release of Collateral.  Subject to
      Section 11.01 and the terms of the other Basic Documents, the Indenture
      Trustee shall release property from the lien of this Indenture only upon receipt
      of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of
      Counsel and, if required by Section 11.01, Independent Certificates in
      accordance with Sections 314(c) and 314(d)(1) of the TIA or an Opinion of
      Counsel in lieu of such Independent Certificates to the effect that the TIA
      does
      not require any such Independent Certificates.  If the Commission
      shall issue an exemptive order under TIA Section 304(d) modifying the Indenture
      Trustee’s obligations under TIA Sections 314(c) and 314(d)(1), the Indenture
      Trustee shall release property from the lien of this Indenture in accordance
      with the conditions and procedures set forth in such exemptive
      order.

     

    Section
      2.14.  Employee Benefit Plans.  The Class A Notes,
      Class B Notes, Class C Notes and Class D Notes may, in general be purchased
      by,
      or on behalf of, or with “plan assets” of a Benefit Plan.  A fiduciary
      of a Benefit Plan purchasing the Class A Notes, Class B Notes, Class C Notes
      or
      Class D Notes or a beneficial interest in such Notes, with the assets of a
      Benefit Plan is deemed to represent that the purchase of one or more such Notes
      or a beneficial interest therein is consistent with its fiduciary duties under
      ERISA and does not result in a nonexempt prohibited transaction as defined
      in
      Section 406 of ERISA or Section 4975 of the Code.  If the
      Depositor, the Seller, the Master Servicer, the Indenture Trustee, the Owner
      Trustee or any of their respective Affiliates (i) has investment or
      administrative discretion with respect to the assets of a Benefit Plan,
      (ii) has authority or responsibility to give, or regularly gives,
      investment advice with respect to such Benefit Plan assets, for a fee and
      pursuant to an agreement or understanding that such advice will (a) serve
      as a primary basis for investment decisions with respect to such Benefit Plan
      assets and (b) be based on the particular investment needs for such Benefit
      Plan or (iii) is an employer maintaining or contributing to such Benefit
      Plan, then a purchase of the Class A Notes, Class B Notes, Class C Notes or
      Class D Notes by such a Benefit Plan may represent a conflict of interest or
      act
      of self-dealing by the fiduciary.  Because it is possible that the
      Class E Notes may not be treated as “debt” for purposes of the Plan Assets
      Regulation, the Class E Notes may not be acquired by a Benefit
      Plan.

     

    
      
        
        

      

      
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    Section
      2.15.  Authenticating Agents.  The Indenture Trustee
      may appoint one or more Persons (each, an “Authenticating Agent”) with power to
      act on its behalf and subject to its direction in the authentication of Notes
      in
      connection with issuance, transfers and exchanges under Sections 2.02,
      2.03, 2.05 and 2.06, as fully to all intents and purposes as though each such
      Authenticating Agent had been expressly authorized by those Sections to
      authenticate such Notes.  For all purposes of this Indenture, the
      authentication of Notes by an Authenticating Agent pursuant to this Section
      shall be deemed to be the authentication of Notes “by the Indenture
      Trustee”.

     

    Any
      corporation into which any Authenticating Agent may be merged or converted
      or
      with which it may be consolidated, or any entity resulting from any merger,
      consolidation or conversion to which any Authenticating Agent shall be a party,
      or any corporation succeeding to all or substantially all of the corporate
      trust
      business of any Authenticating Agent, shall be the successor of such
      Authenticating Agent hereunder, without the execution or filing of any document
      or any further act on the part of the parties hereto or such Authenticating
      Agent or such successor corporation.

     

    Any
      Authenticating Agent may at any time resign by giving written notice of
      resignation to the Trustees.  The Indenture Trustee may at any time
      terminate the agency of any Authenticating Agent by giving written notice of
      termination to such Authenticating Agent and the Owner Trustee.  Upon
      receiving such notice of resignation or upon such a termination, the Indenture
      Trustee may appoint a successor Authenticating Agent and shall give written
      notice of any such appointment to the Owner Trustee.

     

    The
      Administrator agrees to pay to each Authenticating Agent from time to time,
      reasonable compensation for its services.  The provisions of Sections
      2.09 and 6.04 shall be applicable to any Authenticating Agent.

     

    Section
      2.16.  Calculation Agent.

     

    (a)           The
      Issuer hereby agrees that, for so long as any of the Class A-3b Notes remain
      Outstanding, the Issuer will at all times cause there to be an agent appointed
      to calculate LIBOR in respect of each Interest Period (the “Calculation Agent”),
      which agent shall (i) be a financial institution, subject to supervision or
      examination by federal or state authority, (ii) have a rating of at least “Baa1”
by Moody’s, “BBB+” by Standard & Poor’s and “BBB+” by Fitch, (iii) have an
      office within the United States and (iii) be engaged generally in transactions
      in U.S. Eurodollar deposits in the international Eurodollar market.

     

    (b)           The
      Issuer hereby appoints the Indenture Trustee as Calculation Agent for purposes
      of determining LIBOR on each LIBOR Determination Date for each Interest
      Period.

     

    (c)           The
      Calculation Agent may be removed by the Issuer at any time.  If the
      Calculation Agent is unable or unwilling to act as such, is removed by the
      Issuer or fails to determine LIBOR for any Interest Period, the Issuer will
      promptly appoint as a replacement Calculation Agent.  The Calculation
      Agent may not resign its duties without a successor having been duly
      appointed.

     

    
      
        
        

      

      
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    (d)           The
      Calculation Agent shall, as soon as possible after 11:00 a.m. (London time)
      on
      each LIBOR Determination Date, but in no event later than 11:00 a.m. (London
      time) on the Business Day immediately following each LIBOR Determination Date,
      calculate LIBOR for the related Interest Period and will communicate such rate
      to the Issuer, the Master Servicer, the Swap Counterparty and the Indenture
      Trustee (if the Indenture Trustee is not acting as Calculation
      Agent).

     

    
      
        
        

      

      
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    ARTICLE
      THREE


     

    COVENANTS

     

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

     

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

     

    Section
      3.03.  Money for Payments to be Held in Trust.

     

    (a)           As
      provided in Section 8.02, all payments of amounts due and payable with
      respect to any Notes that are to be made from amounts withdrawn from the
      Accounts shall be made on behalf of the Issuer by the Indenture Trustee or
      by
      the Paying Agent, and no amounts so withdrawn from the Accounts for payments
      of
      Notes shall be paid over to the Issuer except as provided in this
      Section.

     

    (b)           On
      or before each Distribution Date and Redemption Date, the Issuer shall deposit
      or cause to be deposited in the Note Payment Account an aggregate sum sufficient
      to pay the amounts then becoming due under the Notes, such sum to be held in
      trust for the benefit of the Persons entitled thereto, and (unless the Paying
      Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee
      in
      writing of its action or failure so to act.

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    (e)           If
      Definitive Notes are issued, subject to applicable laws with respect to escheat
      of funds, any money held by the Indenture Trustee or any Paying Agent in trust
      for the payment of any amount due with respect to any Note and remaining
      unclaimed for two years after such amount has become due and payable shall
      be
      discharged from such trust and be paid to the Issuer on Issuer Request; and
      such
      Noteholder shall thereafter, as an unsecured general creditor, look only to
      the
      Issuer for payment thereof (but only to the extent of the amounts so paid to
      the
      Issuer), and all liability of the Indenture Trustee or such Paying Agent with
      respect to such trust money shall thereupon cease; provided, however, that
      the
      Indenture Trustee or such Paying Agent, before being required to make any such
      repayment, shall at the expense and written direction of the Issuer cause to
      be
      published once, in a newspaper published in the English language, customarily
      published on each Business Day and of general circulation in The City of
      New York, notice that such money remains unclaimed and that, after a date
      specified therein, which shall not be less than 30 days from the date of
      such publication, any unclaimed balance of such money then remaining will be
      repaid to or for the account of the Issuer.  The Indenture Trustee
      shall also adopt and employ, at the expense and written direction of the Issuer,
      any other reasonable means of notification of such repayment (including mailing
      notice of such repayment to Holders whose Notes have been called but have not
      been surrendered for redemption in whole pursuant to Section 10.01 or whose
      right to or interest in monies due and payable but not claimed is determinable
      from the records of the Indenture Trustee or of any Paying Agent, at the last
      address of record for each such Holder).

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    (iv)                 enforce
      any of the Collateral; or

     

    (v)                 preserve
      and defend title to the Trust Estate and the rights of the Indenture Trustee
      and
      the Noteholders in such Trust Estate against the claims of all
      Persons.

     

    The
      Issuer hereby authorizes the Indenture Trustee to file any financing statement
      or continuation statement required pursuant to this Section and designates
      the
      Indenture Trustee as its agent and attorney-in-fact to execute any other
      instrument required under this Section.

     

    Section
      3.06.  Opinions as to Trust Estate.

     

    (a)           On
      the Closing Date, the Issuer shall furnish to the Indenture Trustee and the
      Swap
      Counterparty an Opinion of Counsel to the effect that, in the opinion of such
      counsel, either (i) all financing statements and continuation statements
      have been executed and filed that are necessary to create and continue the
      first
      priority perfected security interest of (A) the Indenture Trustee in the
      Collateral for the benefit of (1) the Noteholders and (2) the Swap Counterparty
      in the Collateral to secure amounts owed by the Issuer to the Swap Counterparty
      pursuant to the Swap Agreement, and reciting the details of such filings or
      referring to prior Opinions of Counsel in which such details are given or
      (ii) no such action shall be necessary to perfect such security
      interest.

     

    
      
        
        

      

      
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    (b)           Within
      90 days after the beginning of each fiscal year of the Issuer beginning
      with the first fiscal year beginning more than three months after the Cutoff
      Date, the Issuer shall furnish to the Indenture Trustee and the Swap
      Counterparty an Opinion of Counsel either stating that, in the opinion of such
      counsel, such action has been taken with respect to the recording, filing,
      re-recording and refiling of this Indenture, any indentures supplemental hereto
      and any other requisite documents and with respect to the authorization and
      filing of any financing statements and continuation statements as is necessary
      to maintain the lien and security interest created by this Indenture and
      reciting the details of such action or stating that in the opinion of such
      counsel no such action is necessary to maintain such lien an 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 and the authorization and filing of
      any
      financing statements and continuation statements that shall, in the opinion
      of
      such counsel, be required to maintain the lien and security interest of this
      Indenture until March 31 in the following calendar year.

     

    Section
      3.07.  Performance of Obligations; Servicing of
      Receivables.

     

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

     

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

     

    (c)           The
      Issuer will and will cause the Administrator to, punctually perform and observe
      all of its obligations and agreements contained in this Indenture, the other
      Basic Documents and in the instruments and agreements included in the Trust
      Estate, including filing or causing to be filed all UCC financing statements
      and
      continuation statements required to be filed by the terms of this Indenture
      and
      the other Basic Documents in accordance with and within the time periods
      provided for herein and therein.

     

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

     

    
      
        
        

      

      
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    (e)           As
      promptly as possible after the giving of notice of termination to the Master
      Servicer of the Master Servicer’s rights and powers pursuant to
      Section 7.01 of the Sale and Servicing Agreement, the Issuer may (subject
      to the rights of the Indenture Trustee to direct such appointment pursuant
      to
      Section 7.02 of the Sale and Servicing Agreement) appoint a Successor
      Master Servicer, and such Successor Master Servicer shall accept its appointment
      by a written assumption in a form acceptable to the Indenture
      Trustee.  In the event that a Successor Master Servicer has not been
      appointed and has not accepted its appointment at the time when the Master
      Servicer ceases to act as Master Servicer, the Indenture Trustee without further
      action shall be the successor to the Master Servicer in all respects in
      accordance with Section 7.02 of the Sale and Servicing
      Agreement.  The Indenture Trustee may resign as the Successor Master
      Servicer by giving written notice of such resignation to the Issuer and the
      Depositor and in such event will be released from such duties and obligations,
      such release not to be effective until the date a new Master Servicer enters
      into a servicing agreement as provided below. Upon delivery of any such
      notice to the Issuer, the Issuer shall obtain a new Master Servicer as the
      Successor Master Servicer.  In each case of either the appointment of
      the Indenture Trustee (or any Affiliate as provided below) as Successor Master
      Servicer, or resignation of the Indenture Trustee as Master Servicer, the
      Indenture Trustee shall provide to the Depositor, in writing, such information
      as reasonably requested by the Depositor to comply with its reporting obligation
      under the Exchange Act with respect to a Successor Master Servicer or the
      resignation of the Master Servicer. Any Successor Master Servicer other
      than the Indenture Trustee shall (i) be an established financial
      institution having a net worth of not less than $50,000,000 and whose regular
      business includes the servicing of retail motor vehicle installment sale
      contracts, (ii) enter into a servicing agreement with the Issuer and the
      Depositor having substantially the same provisions as the provisions of the
      Sale
      and Servicing Agreement applicable to the Master Servicer, and (iii) shall
      provide to the Depositor, in writing, such information as reasonably requested
      by the Depositor to comply with its reporting obligation under the Exchange
      Act
      with respect to a Successor Master Servicer.  If within 30 days
      after the delivery of the notice referred to above, the Issuer shall not have
      obtained such a new Master Servicer, the Indenture Trustee may appoint, or
      may
      petition a court of competent jurisdiction to appoint, a Successor Master
      Servicer.  In connection with any such appointment, the Indenture
      Trustee may make such arrangements for the compensation of such successor as
      it
      and such successor shall agree with, subject to the limitations set forth below
      and in the Sale and Servicing Agreement, and in accordance with
      Section 7.02 of the Sale and Servicing Agreement, the Issuer shall enter
      into an agreement with such successor for the servicing of the Receivables
      (such
      agreement to be in form and substance satisfactory to the Indenture
      Trustee).  If the Indenture Trustee shall succeed to the duties of the
      Master Servicer as provided herein, it shall do so in its individual capacity
      and not in its capacity as Indenture Trustee and, accordingly, except as
      otherwise provided in the proviso to Section 6.01(a), the provisions of
      Article Six shall be inapplicable to the Indenture Trustee in its duties as
      the successor to the Master Servicer and the servicing of the
      Receivables.  In case the Indenture Trustee shall become successor to
      the Master Servicer under the Sale and Servicing Agreement, the Indenture
      Trustee shall be entitled to appoint as Master Servicer any one of its
      Affiliates or agents; provided that the Indenture Trustee, in its capacity
      as
      Master Servicer, shall be fully liable for the actions and omissions of such
      Affiliate or agent in such capacity as Successor Master
      Servicer.  Notwithstanding any other provisions of this Indenture to
      the contrary, in no event shall the Indenture Trustee be liable for any
      servicing fee or for any differential in the amount of the servicing fee paid
      under the Sale and Servicing Agreement and the amount necessary to induce any
      Successor Master Servicer to act as Successor Master Servicer under the Sale
      and
      Servicing Agreement.

     

    
      
        
        

      

      
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    (f)           The
      Issuer shall promptly notify the Depositor, the Trustees, the Swap Counterparty
      and the Rating Agencies, in writing of (i) any termination of the Master
      Servicer pursuant to the Sale and Servicing Agreement and (ii) the
      appointment of each Successor Master Servicer, including the name and address
      of
      such Successor Master Servicer.

     

    (g)           The
      Issuer shall not waive timely performance or observance by the Depositor, the
      Master Servicer or the Seller of their respective duties or obligations under
      the Basic Documents if such waiver would reasonably be expected to materially
      adversely affect the Noteholders.

     

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

     

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

     

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

     

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

     

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

     

    (v)                 engage
      in any activities other than those permitted by Section 2.03 of the Trust
      Agreement and financing, acquiring, owning, pledging and managing the
      Receivables as contemplated by the Basic Documents and activities incidental
      to
      such activities; or

     

    
      
        
        

      

      
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    (vi)                 incur,
      assume or guarantee any indebtedness other than the indebtedness evidenced
      by
      the Notes or indebtedness otherwise permitted by the Basic
      Documents.

     

    Section
      3.09.  Annual Statement as to Compliance.  The Issuer
      will deliver to the Depositor, the Swap Counterparty and the Indenture Trustee,
      on or before June 30 of each year (commencing with the June 30 that is
      at least six months after the Closing Date), an Officer’s Certificate stating,
      as to the Authorized Officer signing such Officer’s Certificate,
      that:

     

    (a)           a
      review of the activities of the Issuer during the preceding year (or such
      shorter period in the case of the first such Officer’s Certificate) and of its
      performance under this Indenture has been made under such Authorized Officer’s
      supervision; and

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    (b)           Other
      than as specifically contemplated by the Basic Documents, the Issuer shall
      not
      convey or transfer all or substantially all of its properties or assets,
      including those included in the Trust Estate, to any other Person,
      unless:

     

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

     

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

     

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

     

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

     

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

     

    (vi)                 the
      Issuer shall have delivered to the Indenture Trustee and the Swap Counterparty
      an Officer’s Certificate and an Opinion of Counsel each stating that such
      conveyance or transfer and such supplemental indenture comply with this
      Article and that all conditions precedent provided for in this Indenture
      relating to such transaction have been complied with (including any filing
      required by the Exchange Act).

     

    
      
        
        

      

      
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    Section
      3.11.  Successor or Transferee.

     

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

     

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

     

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

     

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

     

    Section
      3.14.  Master Servicer’s
      Obligations.  The Issuer shall cause the Master Servicer to comply
      with the Sale and Servicing Agreement.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    ARTICLE
      FOUR

     

    SATISFACTION
      AND DISCHARGE

     

    Section
      4.01.  Satisfaction and Discharge of Indenture.  This
      Indenture shall cease to be of further effect with respect to the Notes except
      as to (i) rights of registration of transfer and exchange,
      (ii) substitution of mutilated, destroyed, lost or stolen Notes,
      (iii) rights of Noteholders to receive payments of principal thereof and
      interest thereon and the right of the Swap Counterparty to receive amounts
      owed
      under the Swap Agreement, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10,
      3.12, 3.13, 3.16 and 3.17, (v) the rights, obligations and immunities of
      the Indenture Trustee hereunder (including the rights of the Indenture Trustee
      under Section 6.07 and the obligations of the Indenture Trustee under
      Section 4.02) and (vi) the rights of Noteholders as beneficiaries
      hereof with respect to the property so deposited with the Indenture Trustee
      payable to all or any of them, and the Indenture Trustee, on demand of and
      at
      the expense of the Issuer, shall execute proper instruments acknowledging
      satisfaction and discharge of this Indenture with respect to the Notes,
      when:

     

    (a)           either:

     

    (i)                 all
      Notes theretofore authenticated and delivered (other than Notes (1) that
      have been destroyed, lost or stolen and that have been replaced or paid as
      provided in Section 2.06 and (2) for whose payment money has
      theretofore been deposited in trust or segregated and held in trust by the
      Issuer and thereafter repaid to the Issuer or discharged from such trust, as
      provided in Section 3.03) have been delivered to the Indenture Trustee for
      cancellation; or

     

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

     

    (A)           have
      become due and payable,

     

    (B)           will
      become due and payable at the Class E Final Scheduled Distribution Date
      within one year or

     

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

     

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

     

    
      
        
        

      

      
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    (b)           the
      Issuer has paid or caused to be paid all other sums payable by the Issuer
      hereunder and under this Indenture and the other Basic Documents;

     

    (c)           the
      Issuer has delivered to the Depositor, the Swap Counterparty and the Indenture
      Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the
      TIA or Section 11.01) an Independent Certificate, each meeting the applicable
      requirements of Section 11.01(a) and, subject to Section 11.02, each
      stating that all conditions precedent provided for in this Indenture relating
      to
      the satisfaction and discharge of this Indenture have been complied with;
      and

     

    (d)           the
      Issuer has delivered to the Depositor and the Indenture Trustee an Opinion
      of
      Counsel to the effect that the satisfaction and discharge of this Indenture
      pursuant to this Section will not cause any Noteholder to be treated as having
      sold or exchanged any of its Notes for purposes of Section 1001 of the
      Code.

     

    Section
      4.02.  Satisfaction, Discharge and Defeasance of the
      Notes.

     

    (a)           Upon
      satisfaction of the conditions set forth in Section 4.02(b), the Issuer
      shall be deemed to have paid and discharged the entire indebtedness on all
      the
      Notes Outstanding, and the provisions of this Indenture, as it relates to such
      Notes, shall no longer be in effect (and the Indenture Trustee, at the expense
      of the Issuer, shall execute proper instruments acknowledging the same), except
      as to:

     

    (i)                 the
      rights of the Noteholders to receive, from the trust funds described in
      Section 4.02(b)(i), payment of the principal of and interest on the Notes
      Outstanding at maturity of such principal or interest;

     

    (ii)                 the
      obligations of the Issuer with respect to the Notes under Sections 2.05,
      2.06, 3.02 and 3.03;

     

    (iii)                 the
      obligations of the Administrator to the Indenture Trustee under
      Section 6.07; and

     

    (iv)                 the
      rights, powers, trusts and immunities of the Indenture Trustee hereunder and
      the
      duties of the Indenture Trustee hereunder.

     

    (b)           The
      satisfaction, discharge and defeasance of the Notes pursuant to
      Section 4.02(a) is subject to the satisfaction of all of the following
      conditions:

     

    (i)                 the
      Issuer has deposited or caused to be deposited irrevocably (except as provided
      in Section 4.04) with the Indenture Trustee as trust funds in trust,
      specifically pledged as security for, and dedicated solely to, the benefit
      of
      the Noteholders, which, through the payment of interest and principal in respect
      thereof in accordance with their terms will provide, not later than one day
      prior to the due date of any payment referred to below, money in an amount
      sufficient, in the opinion of a nationally recognized firm of Independent
      certified public accountants expressed in a written certification thereof
      delivered to the Indenture Trustee, to pay and discharge the entire indebtedness
      on the Notes Outstanding, for principal thereof and interest thereon to the
      date
      of such deposit (in the case of Notes that have become due and payable) or
      to
      the maturity of such principal and interest, as the case may be;

     

    
      
        
        

      

      
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    (ii)                 such
      deposit will not result in a breach or violation of, or constitute an event
      of
      default under, any Basic Document or other agreement or instrument to which
      the
      Issuer is bound;

     

    (iii)                 no
      Event of Default has occurred and is continuing on the date of such deposit
      or
      on the 91st day after such date;

     

    (iv)                 the
      Issuer has delivered to the Depositor and the Indenture Trustee an Opinion
      of
      Counsel to the effect that the satisfaction, discharge and defeasance of the
      Notes pursuant to this Section will not cause any Noteholder to be treated
      as
      having sold or exchanged any of its Notes for purposes of Section 1001 of
      the Code; and

     

    (v)                 the
      Issuer has delivered to the Depositor and the Indenture Trustee an Officer’s
      Certificate and an Opinion of Counsel, each stating that all conditions
      precedent provided for in this Indenture relating to the defeasance contemplated
      by this Section have been complied with.

     

    Section
      4.03.  Application of Trust Money.  All monies
      deposited with the Indenture Trustee pursuant to this Article shall be held
      in and applied by the Indenture Trustee, in accordance with the provisions
      of
      the Notes and this Indenture, to the payment, either directly or through any
      Paying Agent, to (a) the Holders of the Notes for the payment or redemption
      of
      which such monies have been deposited with the Indenture Trustee, of all sums
      due and to become due thereon for principal and interest; and (b) to the Swap
      Counterparty for the payment of all sums due and to become due under the Swap
      Agreement, but such monies need not be segregated from other funds except to
      the
      extent required herein or in the Sale and Servicing Agreement or required by
      law.

     

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

     

    
      
        
        

      

      
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    ARTICLE
      FIVE

     

    EVENTS
      OF
      DEFAULT; REMEDIES

     

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

     

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

     

    (ii)                 default
      in the payment of the principal of any Note on its Final Scheduled Distribution
      Date;

     

    (iii)                 default
      in the observance or performance of any material covenant or agreement of the
      Issuer made in this Indenture (other than a covenant or agreement, a default
      in
      the observance or performance of which is specifically dealt with elsewhere
      in
      this Section) and such default shall continue or not be cured for a period
      of
      60 days after there shall have been given, by registered or certified mail,
      to the Issuer by the Depositor or the Indenture Trustee or to the Issuer, the
      Depositor and the Indenture Trustee, by the Holders of Notes evidencing not
      less
      than 25% of the Note Balance of the Controlling Class, a written notice
      specifying such default and requiring it to be remedied and stating that such
      notice is a “Notice of Default” hereunder;

     

    (iv)                 any
      representation or warranty of the Issuer made in this Indenture or in any
      certificate or other writing delivered pursuant hereto or in connection herewith
      proving to have been incorrect in any material respect as of the time when
      the
      same shall have been made, and the circumstance or condition in respect of
      which
      such representation or warranty was incorrect shall not have been eliminated
      or
      otherwise cured for a period of 30 days after there shall have been given,
      by registered or certified mail, to the Issuer by the Depositor or the Indenture
      Trustee or to the Issuer, the Depositor and the Indenture Trustee by the Holders
      of Notes evidencing not less than 25% of the Note Balance of the Controlling
      Class, a written notice specifying such incorrect representation or warranty
      and
      requiring it to be remedied and stating that such notice is a notice of Default
      hereunder;

     

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

     

    
      
        
        

      

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

     

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

     

    Section
      5.02.  Acceleration of Maturity; Rescission and
      Annulment.

     

    (a)           If
      an Event of Default shall have occurred and be continuing, the Indenture Trustee
      or the Holders of Notes evidencing not less than 51% of the Note Balance of
      the
      Controlling Class may, upon prior written notice to each Rating Agency and
      the Swap Counterparty, declare the Notes to be immediately due and payable
      by
      written notice to the Issuer (and to the Indenture Trustee if given by
      Noteholders), the Depositor and the Master Servicer, and upon any such
      declaration the unpaid principal amount of the Notes, together with accrued
      and
      unpaid interest thereon through the date of acceleration, shall become
      immediately due and payable.

     

    (b)           If
      the Notes have been declared immediately due and payable following an Event
      of
      Default, before a judgment or decree for payment of the amount due has been
      obtained by the Indenture Trustee as hereinafter provided in this Article,
      the
      Holders of Notes evidencing not less than 51% of the Note Balance of the
      Controlling Class, by written notice to the Issuer, the Depositor and the
      Indenture Trustee, may rescind and annul such declaration of acceleration and
      its consequences if:

     

    (i)                 the
      Issuer has paid or deposited with the Indenture Trustee a sum sufficient to
      pay
      all payments of principal of and interest on the Notes and all other amounts
      that would then be due hereunder or upon the Notes and under the Swap Agreement
      if the Event of Default giving rise to such acceleration had not occurred;
      and

     

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

     

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

     

    
      
        
        

      

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

     

    (a)           If
      a default is made in the payment of (i) any interest on any Note of the
      Controlling Class when the same becomes due and payable, and such default
      continues for a period of five days, or (ii) the principal of any Note on
      the related Final Scheduled Distribution Date, the Issuer will, upon demand
      of
      the Indenture Trustee, pay to it, for the benefit of the Noteholders, the entire
      amount then due and payable on such Notes for principal and interest, with
      interest upon the overdue principal at the applicable Interest Rate and, to
      the
      extent payment at such rate of interest shall be legally enforceable, upon
      overdue installments of interest at the applicable Interest Rate and, in
      addition thereto, such further amount as shall be sufficient to cover the costs
      and expenses of collection, including the reasonable compensation, expenses,
      disbursements and advances of the Indenture Trustee and its agents and counsel
      and other amounts due and owing to the Indenture Trustee pursuant to
      Section 6.07.

     

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

     

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

     

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

     

    (i)                 to
      file and prove a claim or claims for the whole amount of principal and interest
      owing and unpaid in respect of the Notes and to file such other papers or
      documents as may be necessary or advisable in order to have the claims of the
      Indenture Trustee (including any claim for reasonable compensation to the
      Indenture Trustee and each predecessor Indenture Trustee), and their respective
      agents and attorneys, and for all expenses and other amounts due and owing
      to
      the Indenture Trustee pursuant to Section 6.07 and of the Noteholders
      allowed in such Proceedings;

     

    
      
        
        

      

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

     

    (iii)                 to
      collect and receive any monies or other property payable or deliverable on
      any
      such claims and to pay all amounts received with respect to the claims of the
      Noteholders and of the Indenture Trustee on their behalf; and

     

    (iv)                 to
      file such proofs of claim and other papers or documents as may be necessary
      or
      advisable in order to have the claims of the Indenture Trustee or the
      Noteholders allowed in any Proceedings relative to the Issuer, its creditors
      and
      its property;

     

    and
      any
      trustee, receiver, liquidator, custodian or other similar official in any such
      Proceeding is hereby authorized by each of the Noteholders to make payments
      to
      the Indenture Trustee and, in the event that the Indenture Trustee shall consent
      to the making of payments directly to the Noteholders, 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 and attorneys, and all other expenses and amounts due and owing to the
      Indenture Trustee pursuant to Section 6.07.

     

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

     

    (f)           All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the Notes, may be enforced by the Indenture Trustee without the possession
      of
      any of the Notes or the production thereof in any trial or other Proceedings
      relative thereto, and any such 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
      Noteholders.

     

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

     

    
      
        
        

      

      
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    Section
      5.04.  Remedies.

     

    (a)           If
      the Notes have been declared to be immediately due and payable following an
      Event of Default, the Indenture Trustee may, or at the written direction of
      the
      Holders of Notes evidencing not less than 51% of the Note Balance of the
      Controlling Class shall, upon prior notice to the Swap Counterparty, take one
      or
      more of the following actions as so directed (subject to Sections 5.02 and
      5.05):

     

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

     

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

     

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

     

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

     

    provided,
      however, that the Indenture Trustee may not sell or otherwise liquidate the
      Trust Estate at the direction of the Noteholders following an Event of Default,
      other than an Event of Default described in Section 5.01(i) or (ii),
      unless: (A)(1) the Holders of Notes evidencing 100% of the Note Balance
      consent thereto, (2) the proceeds of such sale or liquidation will be
      sufficient to pay in full the Note Balance and all accrued but unpaid interest
      on the Outstanding Notes or (3) the Indenture Trustee determines that the
      Trust Estate will not continue to provide sufficient funds for the payment
      of
      principal of and interest on the Notes as they would have become due if the
      Notes had not been declared immediately due and payable, and the Indenture
      Trustee obtains the consent of the Holders of Notes evidencing not less than
      662⁄3% of the Note Balance of the Controlling Class; and (B) (1) there shall be
      sufficient funds available to pay all amounts (including any termination
      payments) owed to the Swap Counterparty or (2) the Swap Counterparty shall
      have
      otherwise consented to the sale or liquidation of the Trust
      Estate.  In determining such sufficiency or insufficiency with respect
      to clauses (B) and (C), the Indenture Trustee may, but need not, obtain and
      rely upon an opinion of an Independent investment banking or accounting firm
      of
      national reputation as to the feasibility of such proposed action and as to
      the
      sufficiency of the Trust Estate for such purpose.

     

    (b)           If
      the Indenture Trustee collects any money or property pursuant to this Section
      as
      a result of selling or liquidating the Trust Estate, it shall pay out such
      money
      or property (together with all Available Collections and all amounts on deposit
      in the Accounts) on the related Distribution Date or other date fixed pursuant
      to Section 5.04(c) in the order of priority set forth in
      Section 2.08(f).

     

    (c)           The
      Indenture Trustee may fix a record date and distribution date for any payment
      to
      Noteholders pursuant to this Section.  At least five days before such
      record date, the Indenture Trustee on behalf of the Issuer shall mail to each
      Noteholder, the Swap Counterparty and the Indenture Trustee a notice that states
      the record date, the distribution date and the amount to be paid.

     

    
      
        
        

      

      
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    Section
      5.05.  Optional Preservation of the Receivables.  If
      the Notes have been declared to be due and payable under Section 5.02
      following an Event of Default and such declaration and its consequences have
      not
      been rescinded and annulled, the Indenture Trustee may, but need
      not,  elect to maintain possession of the Trust Estate and apply
      proceeds as if there had been no declaration of acceleration; provided however,
      that the Available Funds shall be applied in accordance with such declaration
      of
      acceleration in the manner specified in Section 2.08(f).  It is
      the desire of the parties hereto and the Noteholders that there be at all times
      sufficient funds for the payment of principal of and interest on the Notes
      and
      amounts due to the Swap Counterparty, and the Indenture Trustee shall take
      such
      desire into account when determining whether or not to maintain possession
      of
      the Trust Estate.  In determining whether to maintain possession of
      the Trust Estate, the Indenture Trustee may, but need not, obtain and rely
      upon
      an opinion of an Independent investment banking or accounting firm of national
      reputation as to the feasibility of such proposed action and as to the
      sufficiency of the Trust Estate for such purpose.

     

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

     

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

     

    (b)           the
      Holders of Notes evidencing not less than 25% of the Note Balance of the
      Controlling Class have made written request to the Indenture Trustee to
      institute such Proceeding in respect of such Event of Default in its own name
      as
      Indenture Trustee hereunder;

     

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

     

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

     

    (e)           no
      direction inconsistent with such written request has been given to the Indenture
      Trustee during such 60-day period by the Holders of Notes evidencing not less
      than 51% of the Note Balance of the Controlling Class.

     

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

     

    
      
        
        

      

      
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    In
      the
      event the Indenture Trustee shall receive conflicting or inconsistent requests
      and indemnity from two or more groups of Holders of Notes, each evidencing
      less
      than 51% of the Note Balance of the Controlling Class, the Indenture Trustee
      in
      its sole discretion may determine what action, if any, shall be taken,
      notwithstanding any other provisions of this Indenture.

     

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

     

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

     

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

     

    Section
      5.10.  Delay or Omission Not a Waiver.  No delay or
      omission of the Indenture Trustee or any Noteholder 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
      any
      acquiescence therein.  Every right and remedy given by this
      Article or by law to the Indenture Trustee or the Noteholders may be
      exercised from time to time, and as often as may be deemed expedient, by the
      Indenture Trustee or the Noteholders, as the case may be.

     

    Section
      5.11.  Control by Noteholders of the Controlling
      Class.  The Holders of Notes evidencing not less than 51% of the
      Note Balance of the Controlling Class shall have the right to direct the time,
      method and place of conducting any Proceeding for any remedy available to the
      Indenture Trustee with respect to the Notes or exercising any trust or power
      conferred on the Indenture Trustee; provided, however, that:

     

    (i)                 such
      direction shall not (A) be in conflict with any rule of law or with this
      Indenture or (B) materially and adversely affect the Swap Counterparty without
      its prior written consent (including any consent given pursuant to Section
      5.04);

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    Section
      5.12.  Waiver of Past Defaults.  Prior to the
      declaration of the acceleration of the maturity of the Notes as provided in
      Section 5.02, the Holders of Notes evidencing not less than 51% of the Note
      Balance of the Controlling Class may, on behalf of all Noteholders, waive
      any past Default or Event of Default and its consequences except a Default
      or
      Event of Default (i) in payment of principal of or interest on any of the
      Notes or (ii) in respect of a covenant or provision hereof that cannot be
      amended, supplemented or modified without the consent of all the
      Noteholders.  Upon any such waiver, the Issuer, the Indenture Trustee
      and the Noteholders shall be restored to their former positions and rights
      hereunder, respectively; but no such waiver shall extend to any subsequent
      or
      other Default or Event of Default or impair any right consequent
      thereto.  Upon any such waiver, such Default or Event of Default shall
      cease to exist and be deemed to have been cured and not to have occurred, and
      any Event of Default arising therefrom shall be deemed to have been cured and
      not to have occurred, for every purpose of this Indenture, but no such waiver
      shall extend to any subsequent or other Default or Event of Default or impair
      any right consequent thereto.

     

    Section
      5.13.  Undertaking for Costs.  All parties to this
      Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof
      shall be deemed to have agreed, that any court may in its discretion require,
      in
      any suit for the enforcement of any right or remedy under this Indenture, or
      in
      any suit against the Indenture Trustee for any action taken, suffered or 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; provided,
      however, that the provisions of this Section shall not apply to any suit
      instituted by (i) the Indenture Trustee, (ii) any Noteholder, or group
      of Noteholders, in each case holding Notes evidencing in the aggregate more
      than
      10% of the Note Balance (or, in the case of any suit which is instituted by
      the
      Controlling Class, more than 10% of the Note Balance of the Controlling Class)
      or (iii) any Noteholder for the enforce­ment of the payment of
      principal of or interest on any Note on or after the respective due dates
      expressed in such Note and in this Indenture (or, in the case of redemption,
      on
      or after the Redemption Date).

     

    
      
        
        

      

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

     

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

     

    Section
      5.16.  Performance and Enforcement of Certain
      Obligations.

     

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

     

    (b)           If
      an Event of Default shall have occurred and be continuing, the Indenture Trustee
      may, and at the direction (which direction shall be in writing or by telephone
      (confirmed in writing promptly thereafter)) of Holders of Notes evidencing
      not
      less than 662⁄3% of the Note Balance of the Controlling Class shall, exercise all
      rights, remedies, powers, privileges and claims of the Issuer against the
      Depositor, the Seller or the Master Servicer under or in connection with the
      Sale and Servicing Agreement or against the Seller under or in connection with
      the Receivables Purchase Agreement, including the right or power to take any
      action to compel or secure performance or observance by the Depositor, the
      Seller or the Master Servicer, as the case may be, of its obligations to the
      Issuer thereunder and to give any consent, request, notice, direction, approval,
      extension or waiver under the Sale and Servicing Agreement or the Receivables
      Purchase Agreement, as the case may be, and any right of the Issuer to take
      such
      action shall be suspended.

     

    
      
        
        

      

      
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    (c)           Promptly
      following a request from the Indenture Trustee to do so and at the
      Administrator’s expense, the Issuer agrees to take all such lawful action as the
      Indenture Trustee may request to compel or secure the performance and observance
      by the Seller of its obligations to the Depositor under or in connection with
      the Receivables Purchase Agreement in accordance with the terms thereof, and
      to
      exercise any and all rights, remedies, powers and privileges lawfully available
      to the Depositor or the Issuer under or in connection with the Receivables
      Purchase 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
      Depositor or the Seller thereunder and the institution of legal or
      administrative actions or proceedings to compel or secure performance by the
      Seller of its obligations under the Receivables Purchase Agreement.

     

    (d)           If
      an Event of Default shall have occurred and be continuing, the Indenture Trustee
      may, and at the direction (which direction shall be in writing or by telephone
      (confirmed in writing promptly thereafter)) of the Holders of Notes evidencing
      not less than 662⁄3% of the Note Balance of the Controlling Class shall, exercise
      all rights, remedies, powers, privileges and claims of the Depositor against
      the
      Seller under or in connection with the Receivables Purchase Agreement, including
      the right or power to take any action to compel or secure performance or
      observance by the Seller of its obligations to the Depositor thereunder and
      to
      give any consent, request, notice, direction, approval, extension or waiver
      under the Receivables Purchase Agreement, and any right of the Depositor to
      take
      such action shall be suspended.

     

    
      
        
        

      

      
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    ARTICLE
      SIX 

     

    THE
      INDENTURE TRUSTEE

     

    Section
      6.01.  Duties of Indenture Trustee.

     

    (a)           If
      an Event of Default shall have occurred and be continuing, the Indenture Trustee
      shall exercise the rights and powers vested in it by this Indenture and use
      the
      same degree of care and skill in their exercise as a prudent person would
      exercise or use under the circumstances in the conduct of such Person’s own
      affairs; provided, however, that if the Indenture Trustee shall assume the
      duties of the Master Servicer, pursuant to Section 3.07(e), the Indenture
      Trustee in performing such duties shall use the degree of care and skill
      customarily exercised by a prudent institutional servicer, with respect to
      retail motor vehicle installment sale contracts and installment loans that
      it
      administers or services, as the case may be, for itself or others.

     

    (b)           Except
      during the continuance of an Event of Default:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    Section
      6.02.  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, calculation or matter stated in any
      such
      document.  Notwithstanding the foregoing, the Indenture Trustee, upon
      receipt of all resolutions, certificates, statements, opinions, reports,
      documents, orders or other instruments furnished to the Indenture Trustee that
      shall be specifically required to be furnished pursuant to any provision of
      this
      Indenture, shall examine them to determine whether they comply as to form to
      the
      requirements of this Indenture.

     

    (b)           Before
      the Indenture Trustee acts or refrains from acting, it may request and be
      entitled to receive an Officer’s Certificate or an Opinion of
      Counsel.  The Indenture Trustee shall not be liable for any action it
      takes or omits to take in good faith in reliance on an Officer’s Certificate or
      Opinion of Counsel unless it is proved that the Indenture Trustee was negligent
      in such reliance.

     

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

     

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

     

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

     

    
      
        
        

      

      
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    (f)           The
      Indenture Trustee shall be under no obligation to exercise any of the rights
      or
      powers vested in it by this Indenture at the request or direction of any of
      the
      Noteholders pursuant to this Indenture, unless such Noteholders shall have
      offered to the Indenture Trustee security or indemnity satisfactory to it
      against the costs, expenses and liabilities which might be incurred by it in
      compliance with such request or direction.

     

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

     

    Section
      6.04.  Indenture Trustee’s
      Disclaimer.  The Indenture Trustee shall not be
      (i) responsible for and makes no representation as to the validity or
      adequacy of this Indenture or the Notes, (ii) accountable for the Issuer’s
      use of the proceeds from the Notes and (iii) responsible for any statement
      of the Issuer in this Indenture or in any document issued in connection with
      the
      sale of the Notes or in the Notes other than the Indenture Trustee’s certificate
      of authentication.

     

    Section
      6.05.  Notice of Defaults.  If a Default occurs and
      is continuing and if it is known to a Responsible Officer of the Indenture
      Trustee, the Indenture Trustee shall mail to each Noteholder and the Swap
      Counterparty notice of such Default within 30 days after it
      occurs.  Except in the case of a Default in payment of principal of or
      interest on any Note (including payments pursuant to the mandatory redemption
      provisions of such Note), the Indenture Trustee may withhold the notice to
      the
      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
      6.06.  Reports by Indenture Trustee to
      Noteholders.  The Indenture Trustee shall deliver, within a
      reasonable period of time after the end of each calendar year, to each Person
      who at any time during such calendar year was a Noteholder, such information
      furnished to the Indenture Trustee as may be required to enable such Person
      to
      prepare its federal and State income tax returns.

     

    Section
      6.07.  Compensation and Indemnity.

     

    (a)           The
      Administrator, on behalf of the Issuer, shall pay or cause to be paid to the
      Indenture Trustee from time to time reasonable 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
      Administrator on behalf of the Issuer, shall reimburse the Indenture Trustee
      for
      all expenses, advances and disbursements reasonably incurred or made by it,
      including costs of collection, in addition to the compensation for its services;
      provided, however, that the Administrator need not reimburse the Indenture
      Trustee for any expense incurred through the Indenture Trustee’s willful
      misconduct, negligence, or bad faith.  Such expenses shall include the
      reasonable compensation and expenses, disbursements and advances of the
      Indenture Trustee’s agents, counsel, accountants and experts.  The
      Administrator, on behalf of the Issuer, shall indemnify the Indenture Trustee
      for, and hold it and its officers, directors, employees, representatives and
      agents, harmless against, any and all loss, liability or expense (including
      reasonable attorneys’ fees and expenses) incurred by it in connection with the
      administration of this trust and the performance of its duties hereunder;
      provided, however, that the Administrator need not indemnify the Indenture
      Trustee for, or hold it harmless against, any such loss, liability or expense
      incurred through the Indenture Trustee’s willful misconduct, negligence, or bad
      faith.  The Indenture Trustee shall notify the Issuer and the
      Administrator promptly of any claim for which it may seek
      indemnity.  Any failure by the Indenture Trustee to so notify the
      Issuer and the Administrator shall not, however, relieve the Administrator
      of
      its obligations hereunder.  The Administrator, on behalf of the
      Issuer, shall defend any such claim.  The Indenture Trustee may have
      separate counsel in connection with the defense of any such claim, and the
      Administrator, on behalf of the Issuer, shall pay the fees and expenses of
      such
      counsel.  Neither the Issuer nor the Administrator need reimburse any
      expense or indemnify against any loss, liability or expense incurred by the
      Indenture Trustee through the Indenture Trustee’s own willful misconduct,
      negligence or bad faith.  The Administrator may delegate any of its
      foregoing obligations to the Master Servicer with prior notice to the Issuer
      and
      the Indenture Trustee.

     

    
      
        
        

      

      
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    (b)           The
      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 fees or expenses
      after the occurrence of a Default specified in Section 5.01(v) or
      (vi) with respect to the Issuer, such fees and 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.

     

    Section
      6.08.  Replacement of Indenture Trustee.

     

    (a)           No
      resignation or removal of the Indenture Trustee and no appointment of a
      successor Indenture Trustee shall become effective until the acceptance of
      appointment by the successor Indenture Trustee pursuant to this
      Section.  The Indenture Trustee may resign at any time by so notifying
      the Issuer, the Depositor, the Swap Counterparty and the Noteholders, and will
      provide all information reasonably requested by the Depositor in order to comply
      with its reporting obligation under Item 6.02 of Form 8-K under the Exchange
      Act, with respect to the resignation of the Indenture Trustee.  The
      Holders of Notes evidencing not less than 51% of the Note Balance of the
      Notes may remove the Indenture Trustee without cause by notifying the
      Indenture Trustee (with a copy to the Issuer, the Depositor, the Swap
      Counterparty and the Rating Agencies) of such removal and, following such
      removal, may appoint a successor Indenture Trustee.  The Issuer shall
      remove the Indenture Trustee if:

     

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

     

    (ii)                 the
      Indenture Trustee is adjudged to be bankrupt or insolvent;

     

    (iii)                 a
      receiver or other public officer takes charge of the Indenture Trustee or its
      property; or

     

    
      
        
        

      

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

     

    The
      Depositor may remove the Indenture
      Trustee if the Indenture Trustee fails to comply with Section 3.07(e),
      Section 6.08 or Section 6.09 with respect to notice to or providing information
      to the Depositor or the Swap Counterparty, or with Article Nine of the Sale
      and
      Servicing Agreement, in each case if such failure continues for the lesser
      or 10
      days or such period in which the applicable Exchange Act Report can be timely
      filed (without taking into account any extensions).  If the Indenture
      Trustee resigns or is removed or if a vacancy exists in the office of the
      Indenture Trustee for any reason (the Indenture Trustee in such event being
      referred to herein as the retiring Indenture Trustee), the Administrator shall
      promptly appoint a successor Indenture Trustee and notify the Depositor such
      appointment.

     

    (b)           Any
      successor Indenture Trustee shall deliver a written acceptance of its
      appointment to the retiring Indenture Trustee, the Issuer, the Swap Counterparty
      and the Depositor and shall also provide all information reasonably
      requested by the Depositor in order to comply with its reporting obligation
      under the Exchange Act with respect to the replacement Indenture
      Trustee.  Upon delivery of such written acceptance, the resignation or
      removal of the retiring Indenture Trustee shall become effective, and the
      successor Indenture Trustee shall have all the rights, powers and duties of
      the
      Indenture Trustee under this Indenture.  The successor Indenture
      Trustee shall mail a notice of its succession to the Noteholders.  The
      retiring Indenture Trustee shall promptly transfer all property held by it
      as
      Indenture Trustee to the successor Indenture Trustee.

     

    (c)           If
      a successor Indenture Trustee does not take office within 60 days after the
      retiring Indenture Trustee resigns or is removed, the retiring Indenture
      Trustee, the Issuer or the Holders of Notes evidencing not less than 51% of
      the
      Note Balance of the Controlling Class may petition any court of competent
      jurisdiction for the appointment of a successor Indenture Trustee.  If
      the Indenture Trustee fails to comply with Section 6.11, any Noteholder may
      petition any court of competent jurisdiction for the removal of the Indenture
      Trustee and the appointment of a successor Indenture Trustee.

     

    (d)           Notwithstanding
      the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s
      and the Administrator’s obligations under Section 6.07 shall continue for
      the benefit of the retiring Indenture Trustee.

     

    Section
      6.09.  Successor Indenture Trustee by Merger.

     

    (a)           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
      corporation or banking association, without any further act, shall be the
      successor Indenture Trustee; provided, however, that such corporation or banking
      association must be otherwise qualified and eligible under
      Section 6.11.  The Indenture Trustee shall provide the Rating
      Agencies, the Swap Counterparty and the Depositor with prior written notice
      of
      any such transaction and shall provide the Depositor with written notice of
      such
      event no later than five Business Days after the effective date of such merger,
      together with the information reasonably requested by the Depositor in order
      to
      comply with its reporting obligation under the Exchange Act with respect to
      a
      successor Indenture Trustee.

     

    
      
        
        

      

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

     

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

     

    (a)           Notwithstanding
      any other provision of this Indenture, at any time, for the purpose of meeting
      any legal requirement of any jurisdiction in which any part of the Trust Estate
      may at the time be located, the Indenture Trustee and the Administrator, acting
      jointly, shall have the power and may execute and deliver an instrument to
      appoint one or more Persons to act as a co-trustee or co-trustees, jointly
      with
      the Indenture Trustee, or separate trustee or separate trustees, of all or
      any
      part of the Trust Estate, and to vest in such Person or Persons, in such
      capacity and for the benefit of the Noteholders, such title to the Trust Estate
      or any part thereof, and, subject to the other provisions of this Section,
      such
      powers, duties, obligations, rights and trusts as the Indenture Trustee may
      consider necessary or desirable.  No co-trustee or separate trustee
      under this Indenture shall be required to meet the terms of eligibility as
      a
      successor trustee under Section 6.11 and no notice of the appointment of
      any co-trustee or separate trustee shall be required under
      Section 6.08.

     

    (b)           Each
      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 shall not be 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 Estate
      or
      any portion thereof in any such jurisdiction) shall be exercised and performed
      singly by such separate trustee or co-trustee, but solely at the direction
      of
      the Indenture Trustee;

     

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

     

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

     

    (c)           Any
      notice, request or other writing given to the Indenture Trustee shall be deemed
      to have been given to each of the then separate trustees and co-trustees, as
      effectively as if given to each of them.  Every instrument appointing
      any separate trustee or co-trustee shall refer to this Indenture and the
      conditions of this Article.  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.  Each such instrument shall be
      filed with the Indenture Trustee and a copy thereof given to the
      Administrator.

     

    
      
        
        

      

      
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    (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
      permitted by law, to do any lawful act under or in respect of this Indenture
      on
      its behalf and in its name.  If any separate trustee or co-trustee
      shall die, become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Indenture Trustee, to the extent permitted by law, without the appointment
      of a
      new or successor trustee.

     

    Section
      6.11.  Eligibility; Disqualification.  The Indenture
      Trustee shall at all times satisfy the requirements of TIA
      Section 310(a).  The Indenture Trustee or its parent shall have a
      combined capital and surplus of at least $50,000,000 as set forth in its most
      recent published annual report of condition and shall have a long term debt
      rating of investment grade by each Rating Agency or shall otherwise be
      acceptable to each Rating Agency.  The Indenture Trustee shall comply
      with TIA Section 310(b).

     

    If
      at any
      time following the occurrence of an Event of Default which shall not have been
      cured or waived, the Indenture Trustee shall ascertain that it has a conflict
      of
      interest (as defined in TIA Section 310(b)), with respect to one or more Classes
      of Notes, then within 90 days after ascertaining such conflict of interest,
      unless authorized by the Commission, the Indenture Trustee shall either
      eliminate such conflict of interest or, except as otherwise provided in TIA
      Section 310(b), resign with respect to such Class or Classes of Notes in
      accordance with Section 6.08, and the Issuer shall appoint a successor
      Indenture Trustee for each such Class, as applicable, so that there will be
      one
      or more separate Indenture Trustees, as necessary, for any Class or Classes
      of Notes as to which the retiring Indenture Trustee had a conflict of
      interest.  In the event the Indenture Trustee fails to comply with the
      terms of the preceding sentence, the Indenture Trustee shall comply with clauses
      (ii) and (iii) of TIA Section 310(b).

     

    In
      the
      case of the appointment pursuant to this Section of a successor Indenture
      Trustee with respect to one or more Classes of Notes, the Issuer, the retiring
      Indenture Trustee and the successor Indenture Trustee with respect to such
      Class
      of Notes shall execute and deliver an indenture supplemental hereto wherein
      each
      successor Indenture Trustee shall accept such appointment and which
      (i) shall contain such provisions as shall be necessary or desirable to
      transfer and confirm to, and to vest in, the successor Indenture Trustee all
      the
      rights, powers, trusts and duties of the retiring Indenture Trustee with respect
      to the Notes of the Class to which the appointment of such successor
      Indenture Trustee relates, (ii) if the retiring Indenture Trustee is not
      retiring with respect to all Classes of Notes, shall contain such provisions
      as
      shall be deemed necessary or desirable to confirm that all rights, powers,
      trusts and duties of the retiring Indenture Trustee with respect to the Notes
      of
      each Class as to which the retiring Indenture Trustee is not retiring shall
      continue to be vested in the Indenture Trustee and (iii) shall add to or
      change any of the provisions of this Indenture as shall be necessary to provide
      for or facilitate the administration of the trusts hereunder by more than one
      Indenture Trustee, it being understood that nothing herein or in such
      supplemental indenture shall constitute such Indenture Trustees co-trustees
      of
      the same trust and that each such Indenture Trustee shall be a trustee of a
      trust or trusts hereunder separate and apart from any trust or trusts hereunder
      administered by any other such Indenture Trustee; and upon the removal of the
      retiring Indenture Trustee shall become effective to the extent provided
      herein.

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    (c)           this
      Indenture is an enforceable obligation of the Indenture Trustee.

     

    
      
        
        

      

      
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    ARTICLE
      SEVEN 

     

    NOTEHOLDERS’
      LISTS AND REPORTS

     

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

     

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

     

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

     

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

     

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

     

    (d)           The
      Indenture Trustee will provide to Securityholders the reports, certificates,
      opinions and documents specified in Section 3.14 of the Sale and Servicing
      Agreement, upon written request to the Indenture Trustee.

     

    Section
      7.03.  Reports by Issuer.

     

    (a)           The
      Issuer shall:

     

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

     

    (ii)                 file
      with the Indenture Trustee, 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

     

    
      
        
        

      

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

     

    Section
      7.04.  Reports by Indenture Trustee.

     

    (a)           If
      required by TIA Section 313(a), within 60 days after each December 15
      beginning with December 15, 2007, the Indenture Trustee shall mail to each
      Noteholder as required by TIA Section 313(c), a brief report dated as of such
      date that complies with TIA Section 313(a).  The Indenture
      Trustee shall also comply with TIA Section 313(b).

     

    (b)           The
      Indenture Trustee shall provide to the Administrator and the Master Servicer,
      to
      be filed by the Administrator or the Master Servicer with the Commission and
      each stock exchange, if any, on which the Notes are listed, a copy of each
      report mailed to Noteholders pursuant to this Indenture.  The Issuer
      shall notify the Indenture Trustee if and when the Notes are listed on any
      stock
      exchange.

     

    
      
        
        

      

      
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    ARTICLE
      EIGHT

     

    ACCOUNTS,
      DISBURSEMENTS AND RELEASES

     

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

     

    Section
      8.02.  Accounts.

     

    (a)           On
      or before the Closing Date, the Issuer shall cause the Master Servicer to
      establish and maintain, at an Eligible Institution, which shall initially be
      the
      Indenture Trustee, in the name of the Indenture Trustee, for the benefit of
      the
      Securityholders, the Master Servicer, the Trustees, the Swap Counterparty and
      the Paying Agent, the Collection Account as provided in Section 4.01(a) of
      the Sale and Servicing Agreement.  On or before each Distribution
      Date, the Master Servicer shall deposit in the Collection Account all amounts
      required to be deposited therein with respect to the preceding Collection Period
      as provided in Sections 4.05 and 4.08 of the Sale and Servicing
      Agreement.  On each Distribution Date, the Indenture Trustee
      shall apply or cause to be applied the amount on deposit in the Collection
      Account on such Distribution Date in accordance with Section 2.08(a) (or
      following the acceleration of the Notes after the occurrence of an Event of
      Default, in accordance with Section 2.08(f)).

     

    (b)           On
      or before the Closing Date, the Issuer shall cause the Master Servicer to
      establish and maintain, at Wachovia Bank in the name of the Indenture Trustee,
      for the benefit of the Securityholders and the Swap Counterparty, the Reserve
      Fund as provided in Sections 4.01 and 4.02 of the Sale and Servicing
      Agreement.  On or before each Distribution Date, upon receipt of
      instructions from the Master Servicer pursuant to Section 4.09(c) of the
      Sale and Servicing Agreement, the Indenture Trustee, directly or through the
      Paying Agent, shall withdraw or cause to be withdrawn from the Reserve Fund
      and
      deposit in the Collection Account, the Reserve Fund Draw Amount, if any, for
      such Distribution Date.

     

    (c)           On
      or before the Closing Date, the Issuer shall cause the Master Servicer to
      establish and maintain, at an Eligible Institution, which shall initially be
      the
      Indenture Trustee, in the name of the Indenture Trustee, for the benefit of
      the
      Noteholders, the Master Servicer, the Swap Counterparty, the Trustees and the
      Paying Agent, the Note Payment Account as provided in Section 4.01(a) of
      the Sale and Servicing Agreement.  On each Distribution Date, the
      Indenture Trustee shall, directly or through the Paying Agent, apply or cause
      to
      be applied the amount on deposit in the Note Payment Account on such
      Distribution Date in accordance with Section 2.08.

     

    
      
        
        

      

      
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    Section
      8.03.  General Provisions Regarding Accounts.

     

    (a)           So
      long as no Default or Event of Default shall have occurred and be continuing,
      all or a portion of the funds in the Accounts shall be invested by the Master
      Servicer or the Indenture Trustee at the written direction of the Master
      Servicer, as applicable, in Eligible Investments as provided in Sections 4.01
      of
      the Sale and Servicing Agreement.  All income or other gain (net of
      losses and investment expenses) from investments of monies deposited in the
      Accounts shall be withdrawn (or caused to be withdrawn) by the Indenture
      Trustee, from such accounts and distributed (but only under the circumstances
      set forth in the Sale and Servicing Agreement) as provided in
      Sections 4.01, 4.02, 4.06, 4.07, 4.08 and 4.09 of the Sale and Servicing
      Agreement.  The Master Servicer shall not and shall not direct the
      Indenture Trustee to make any investment of any funds or to sell any investment
      held in any of the Accounts unless the security interest granted and perfected
      in such account will continue to be perfected in such investment or the proceeds
      of such sale, in either case without any further action by any Person, and,
      in
      connection with any direction to the Indenture Trustee to make any such
      investment or sale, if requested by the Indenture Trustee, the Issuer shall
      deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the
      Indenture Trustee, to such effect.

     

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

     

    (c)           If
      (i) the Master Servicer shall have failed to give written investment
      directions for any funds on deposit in the Accounts to the Indenture Trustee
      by
      11:00 A.M., New York City time (or such other time as may be agreed upon by
      the Issuer and the Indenture Trustee), on the related Deposit Date or
      (ii) a Default or Event of Default shall have occurred and be continuing
      with respect to the Notes but the Notes shall not have been declared due and
      payable pursuant to Section 5.02 or (iii) if the Notes shall have been
      declared due and payable following an Event of Default but amounts collected
      or
      receivable from the Trust Estate are being applied in accordance with
      Section 5.05 as if there had not been such a declaration, then the
      Indenture Trustee upon actual knowledge by a Responsible Officer of the
      Indenture Trustee of such event shall, to the fullest extent practicable, invest
      and reinvest funds in the Accounts in the one or more Eligible Investments
      listed in clause (vii) of the definition of the term “Eligible
      Investments”.

     

    Section
      8.04.  Release of Trust Estate.

     

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

     

    
      
        
        

      

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

     

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

     

    
      
        
        

      

      
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    ARTICLE
      NINE 

     

    SUPPLEMENTAL
      INDENTURES

     

    Section
      9.01.  Supplemental Indentures Without Consent of
      Noteholders.

     

    (a)           The
      Issuer and the Indenture Trustee, when authorized by an Issuer Order, may,
      without the consent of any Holders of any Notes but with prior written notice
      to
      the Rating Agencies and the Swap Counterparty (which written notice, in the
      case
      of the Swap Counterparty shall include a draft of any such supplemental
      indenture), at any time and from time to time, enter into one or more indentures
      supplemental hereto, in form satisfactory to the Indenture Trustee, for any
      of
      the following purposes:

     

    (i)                 to
      correct or amplify the description of any property at any time subject to the
      lien of this Indenture, or better to assure, convey and confirm unto the
      Indenture Trustee any property subject or required to be subjected to the lien
      of this Indenture, or to subject 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 Noteholders, or
      to
      surrender any right or power herein conferred upon the Issuer;

     

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

     

    (v)                 to
      cure any ambiguity, to correct or supplement any provision herein or in any
      supplemental indenture that may be inconsistent with any other provision herein
      or in any supplemental indenture or in any (i) offering document used in
      connection with the initial offer and sale of the Notes or to add any provisions
      to or change in any manner or eliminate any of the provisions of this Indenture
      which will not be inconsistent with other provisions of this Indenture or
      (ii) other Basic Document with respect to matters or questions arising
      under this Indenture or in any supplemental indenture;

     

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

     

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

     

    
      
        
        

      

      
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    provided,
      however, that no such supplemental indenture (i) may materially adversely
      affect the interests of any Noteholder and (ii) will be permitted unless an
      Opinion of Counsel is delivered to the Indenture Trustee to the effect that
      such
      supplemental indenture will not cause the Issuer to be characterized for federal
      income tax purposes as an association or publicly traded partnership taxable
      as
      a corporation or otherwise have any material adverse impact on the federal
      income taxation of any Notes Outstanding or any Noteholder.  The
      Indenture Trustee is hereby authorized to join in the execution of any such
      supplemental indenture and to make any further appropriate agreements and
      stipulations that may be therein contained.

     

    A
      supplemental indenture shall be
      deemed not to materially adversely affect the interests of any Noteholder if
      the
      Person requesting such supplemental indenture (i) has delivered no fewer than
      ten days prior written notice of such supplemental indenture to each Rating
      Agency and (ii) obtains and delivers to the Indenture Trustee an Opinion of
      Counsel to the effect that the supplemental indenture would not materially
      adversely affect the interests of any Noteholder.

     

    Upon
      execution of any such supplemental
      indenture, an executed copy of such supplemental indenture shall be provided
      to
      the Swap Counterparty.

     

    Section
      9.02.  Supplemental Indentures With Consent of
      Noteholders.  The Issuer and the Indenture Trustee, when
      authorized by an Issuer Order, may, with the consent of the Holders of Notes
      evidencing not less than 51% of the Note Balance of the Controlling Class and
      with prior written notice to the Rating Agencies and the Swap Counterparty
      (which prior written notice shall include, in the case of the Swap Counterparty
      a draft of any such proposed supplemental indenture), by Act of such Holders
      delivered to the Issuer and the Indenture Trustee, at any time and from time
      to
      time enter into one or more indentures supplemental hereto for the purpose
      of
      adding any provisions to, or changing in any manner or eliminating any of the
      provisions of, this Indenture or modifying in any manner the rights of the
      Holders of the Notes under this Indenture; provided, however, that (i) the
      Rating Agency Condition shall have been satisfied with respect such action
      and
      (ii) no such supplemental indenture will be permitted unless an Opinion of
      Counsel is delivered to the Indenture Trustee to the effect that such
      supplemental indenture will not cause the Issuer to be characterized for federal
      income tax purposes as an association or publicly traded partnership taxable
      as
      a corporation or otherwise have any material adverse impact on the federal
      income taxation of any Notes Outstanding or any Noteholder; and, provided
      further, that no such supplemental indenture may, without the consent of the
      Holder of each Outstanding Note, to the extent any such Person is materially
      and
      adversely affected by such supplemental indenture:

     

    (a)           change
      any Final Scheduled Distribution Date or the date of payment of any installment
      of principal of or interest on any Note, or reduce the principal amount thereof,
      the Interest Rate applicable thereto or the Redemption Price with respect
      thereto, change the provisions of this Indenture relating to the application
      of
      collections on, or the proceeds of the sale of, the 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;

     

    (b)           impair
      the right to institute suit for the enforcement of the provisions of this
      Indenture requiring the application of available funds, as provided in
      Article Five, to the payment of any amount due on the Notes on or after the
      respective due dates thereof (or, in the case of redemption, on or after the
      Redemption Date);

     

    
      
        
        

      

      
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    (c)           reduce
      the percentage of the Note Balance or the Note Balance of the Controlling Class,
      the consent of the Holders of Notes of which is required for any such
      supplemental indenture, or the consent of the Holders of Notes of which is
      required for any waiver of compliance with the provisions of this Indenture
      or
      of defaults hereunder and their consequences as provided in this
      Indenture;

     

    (d)           modify
      or alter (A) the provisions of the proviso to the definition of the term
“Outstanding”, (B) the definition of the term “Note Balance” or
      (C) the definition of the term “Controlling Class”;

     

    (e)           reduce
      the percentage of the Note Balance required to direct the Indenture Trustee
      to
      sell or liquidate the Trust Estate pursuant to Section 5.04 if the proceeds
      of such sale would be insufficient to pay in full the principal amount of and
      accrued but unpaid interest on the Notes;

     

    (f)           reduce
      the percentage of the Note Balance of the Controlling Class the consent of
      the Holders of Notes of which is required for any such supplemental indenture
      amending the provisions of this Indenture which specify the applicable
      percentage of the Note Balance of the Controlling Class the consent of
      which is required for such supplemental indenture or the amendment of any other
      Basic Document;

     

    (g)           affect
      the calculation of the amount of any interest on or principal of the Notes
      payable on any Distribution Date (including the calculation of any of the
      individual components of such calculation);

     

    (h)           modify
      any of the provisions of this Indenture in such a manner as to affect the rights
      of the Holders of the Notes to the benefit of any provisions for the mandatory
      redemption of the Notes; or

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    Promptly
      after the execution by the Issuer and the Indenture Trustee of any supplemental
      indenture pursuant to this Section, the Indenture Trustee shall mail (i) to
      the
      Noteholders to which such supplemental indenture relates a notice setting forth
      in general terms the substance of such supplemental indenture and (ii) tothe
      Swap Counterparty a copy of such supplemental indenture.  Any failure
      of the Indenture Trustee to mail such notice or supplemental indenture, or
      any
      defect therein, shall not, however, in any way impair or affect the validity
      of
      any such supplemental indenture.

     

    Notwithstanding
      anything to the contrary in Section 9.01 or Section 9.02, no amendment or
      supplemental indenture to this Indenture, or any provision or definition set
      forth in any other Basic Document which is incorporated by reference in this
      Indenture, may be entered into without the prior written consent of the Swap
      Counterparty if such amendment or supplemental indenture could have a materially
      adverse effect on the Swap Counterparty.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    ARTICLE
      TEN


     

    REDEMPTION
      OF NOTES

     

    Section
      10.01.  Redemption.

     

    (a)           The
      Notes are subject to redemption in whole, but not in part, at the direction
      of
      the Seller pursuant to Section 8.01 of the Sale and Servicing Agreement, on
      any Distribution Date on which the Seller exercises its option to purchase
      the
      assets of the Issuer pursuant to said Section, and the amount paid by the Seller
      shall be treated as collections in respect of the Receivables and applied to
      pay
      all amounts due to the Master Servicer under the Sale and Servicing Agreement,
      the Total Trustee Fees, all amounts owed to the Swap Counterparty and the unpaid
      principal amount of the Notes plus accrued and unpaid interest
      thereon.  The Seller or the Issuer shall furnish each Rating Agency
      and the Swap Counterparty, notice of such redemption.  If the Notes
      are to be redeemed pursuant to this Section, the Seller shall furnish notice
      of
      such redemption to the Master Servicer, the Indenture Trustee, the Depositor,
      the Swap Counterparty and the Rating Agencies, not later than 30 days prior
      to the Redemption Date and the Issuer shall deposit one Business Day prior
      to
      the Redemption Date with the Indenture Trustee in the Note Payment Account
      the
      Redemption Price of the Notes to be redeemed (all or a portion of which deposit
      may be made from Available Funds), whereupon all such Notes shall be due and
      payable on the Redemption Date upon the furnishing of a notice complying with
      Section 10.02 to each Noteholder.

     

    (b)           In
      the event that the assets of the Issuer are purchased by the Seller pursuant
      to
      Section 8.01(a) of the Sale and Servicing Agreement, all amounts (i) on
      deposit in the Note Payment Account shall be paid to the Noteholders up to
      the
      unpaid principal amount of the Notes and all accrued and unpaid interest thereon
      and (ii) owed to the Swap Counterparty shall be paid in full.  If such
      amounts are to be paid to Noteholders pursuant to this Section, the Issuer
      shall, to the extent practicable, furnish or cause the Seller to furnish notice
      of such event to the Depositor, the Indenture Trustee, the Swap Counterparty
      and
      the Rating Agencies, not later than 30 days prior to the Redemption Date,
      whereupon all such amounts shall be payable on the Redemption Date.

     

    Section
      10.02.  Form of Redemption Notice.  Notice of
      redemption of the Notes under Section 10.01 shall be given by the Indenture
      Trustee by first-class mail, postage prepaid, or by facsimile transmitted
      promptly following receipt of notice from the Issuer or the Seller pursuant
      to
      Section 10.01(a), but not later than ten days prior to the applicable
      Redemption Date to each Noteholder, as of the close of business on the Record
      Date preceding the applicable Redemption Date, at such Noteholder’s address or
      facsimile number appearing in the Note Register.

     

    All
      notices of redemption shall state:

     

    (i)                 the
      Redemption Date;

     

    (ii)                 the
      Redemption Price;

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    ARTICLE
      ELEVEN 


     

    MISCELLANEOUS

     

    Section
      11.01.  Compliance Certificates and Opinions, etc.

     

    (a)           Upon
      any application or request by the Issuer to the Indenture Trustee to take any
      action under any provision of this Indenture, the Issuer shall furnish to the
      Indenture Trustee (i) an Officer’s Certificate stating that all conditions
      precedent, if any, provided for in this Indenture relating to the proposed
      action have been complied with, (ii) an Opinion of Counsel stating that in
      the opinion of such counsel all such conditions precedent, if any, have been
      complied with and (iii) if required by Section 11.01(b)(ii) or the TIA or an
      Independent Certificate, except that, in the case of any such application or
      request as to which the furnishing of such documents is specifically required
      by
      any provision of this Indenture, no additional certificate or opinion need
      be
      furnished.

     

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

     

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

     

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

     

    (iii)                 a
      statement that, in the opinion of each 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 signatory, such condition or
      covenant has been complied with.

     

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

     

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

     

    
      
        
          
          

        

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

     

    (iv)                 Whenever
      the Issuer is required to furnish to the Indenture Trustee or the Swap
      Counterparty an Officer’s Certificate certifying or stating the opinion of any
      signer thereof as to the matters described in clause (iii) above, the
      Issuer shall also furnish to the Indenture Trustee an Independent Certificate
      as
      to the same matters if the fair value of the property or securities and of
      all
      other property (other than property described in clauses (A) or (B) of
      Section 11.01(b)(v)) released from the lien of this Indenture since the
      commencement of the then-current calendar year, as set forth in the certificates
      required by clause (iii) above and this clause (iv), equals 10%
      or more of the Note Balance, but such certificate need not be furnished in
      the
      case of any release of property or securities if the fair value thereof as
      set
      forth in the related Officer’s Certificate is less than $25,000 or less than 1%
      of the Note Balance at the time of such release.

     

    (v)                 Notwithstanding
      Section 2.13 or any other provision of this Section, the Issuer may,
      without compliance with the requirements of the other provisions of this
      Section, (A) collect, liquidate, sell or otherwise dispose of Receivables
      and Financed Vehicles as and to the extent permitted or required by the Basic
      Documents and (B) make cash payments out of the Accounts as and to the
      extent permitted or required by the Basic Documents.

     

    Section
      11.02.  Form of Documents Delivered to Indenture
      Trustee.

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    Section
      11.03.  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
      the Noteholders signing such instrument or instruments.  Proof of
      execution of any such instrument or of a writing appointing any such agent
      shall
      be sufficient for any purpose of this Indenture and (subject to
      Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer,
      if made in the manner provided in this Section.

     

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

     

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

     

    (d)           Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by the Holder of any Note 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.

     

    
      
        
        

      

      
        78

        
          

        

      

      
        
        

      

    

     

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

     

    (a)           the
      Indenture Trustee by any Noteholder or the Issuer shall be sufficient for every
      purpose hereunder if made, given, furnished or filed in writing and sent by
      first-class mail, postage prepaid, overnight courier or facsimile (followed
      by
      original) to or with the Indenture Trustee at its Corporate Trust
      Office;

     

    (b)           the
      Issuer by the Indenture Trustee or any Noteholder shall be sufficient for every
      purpose hereunder if in writing and sent by first-class mail, postage prepaid,
      overnight courier or facsimile (followed by original) to the Issuer addressed
      to: Wachovia Auto Loan Owner Trust 2007-1, in care of Wilmington Trust Company,
      1100 North Market Street, Wilmington, Delaware 19890-1605, Attention: Corporate
      Trust Administration (with a copy to the Administrator, 301 S. College Street,
      8th Floor, NC5578, Charlotte, North Carolina 28288-5578, Attention: ABS Deal
      Administration), or at any other address previously furnished in writing to
      the
      Indenture Trustee by the Issuer or the Administrator; the Issuer shall promptly
      transmit any notice received by it from the Noteholders to the Indenture
      Trustee;

     

    (c)           the
      Depositor by the Indenture Trustee, the Master Servicer or any Noteholder,
      shall
      be sufficient for every purpose hereunder if in writing and sent by first-class
      mail, postage prepaid, overnight courier or facsimile (followed by original)
      to
      the Depositor addressed to WDS Receivables LLC, 444 East Warm Springs Road,
      Suite 118, Las Vegas, Nevada 89119, Attention: Treasury ABS Department or at
      any
      other address previously furnished in writing to the Indenture Trustee by the
      Depositor; or

     

    (d)           the
      Swap Counterparty by the Depositor, the Master Servicer, the Indenture Trustee
      or any Noteholder shall be sufficient for every purpose hereunder if in writing
      and sent by first-class mail, postage prepaid, overnight courier or facsimile
      (followed by original) to the Swap Counterparty addressed to Wachovia Bank,
      National Association, 301 S. College St. NC0600, Charlotte, North Carolina
      28202--0600, Attention: Derivatives Documentation.

     

    Notices
      required to be given to each Rating Agency, as applicable, by the Issuer, the
      Indenture Trustee or the Owner Trustee shall be in writing, personally
      delivered, telecopied, mailed by certified mail, return receipt requested,
      or
      sent by electronic delivery in the case of (i) Fitch, at Fitch Inc., 1
      State Street Plaza, New York, New York  10004, Attention: Auto ABS
      Group (e-mail:  Surveillance-abs-auto@fitchratings.com), (ii)
      Moody’s, at Moody’s Investors Service, Inc., ABS Monitoring Department, 99
      Church Street, New York, New York 10007
      (e-mail:  ServicerReports@Moodys.com) and
      (iii) Standard & Poor’s, at Standard & Poor’s Ratings
      Services, a Division of The McGraw-Hill Companies, Inc., 55 Water Street,
      New York, New York 10041, Attention: Asset Backed Surveillance Department
      (e-mail: Servicer_Reports@sandp.com); or at such other address as shall be
      designated by written notice to the other parties.

     

    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    Section
      11.07.  Conflict with Trust Indenture Act.  If any
      provision hereof limits, qualifies or conflicts with another provision hereof
      that is required to be included in this Indenture by any of the provisions
      of
      the Trust Indenture Act, such required provision shall control.

     

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

     

    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    

     

    Section
      11.08.  Effect of Headings and Table of
      Contents.  The Article and Section headings herein and the
      Table of Contents are for convenience only and shall not affect the meaning
      or
      interpretation of the terms or provisions hereof.

     

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

     

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

     

    Section
      11.11.  Benefits of Indenture; Third Party
      Beneficiaries.  Nothing in this Indenture or in the Notes, express
      or implied, shall give to any Person, other than the parties hereto and their
      successors hereunder and the Noteholders, and any other party secured hereunder,
      and any other Person with an ownership interest in any part of the Trust Estate,
      any benefit or any legal or equitable right, remedy or claim under this
      Indenture.  Notwithstanding the foregoing, this Indenture shall inure
      to the benefit of and be binding upon the parties hereto, and the Owner Trustee,
      the Noteholders, the Swap Counterparty, the Certificateholders and their
      respective successors and permitted assigns shall be third party
      beneficiaries.  Except as otherwise provided in this Article, no other
      Person shall have any right or obligation hereunder.

     

    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 or this Indenture) payment need not be made
      on
      such date, but may be made on the next succeeding Business Day with the same
      force and effect as if made on the date on which nominally due, and no interest
      shall accrue for the period from and after any such nominal date.

     

    SECTION
      11.13.  GOVERNING LAW.  THIS INDENTURE SHALL BE
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
      REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF
      THE GENERAL OBLIGATIONS LAW), 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 when so executed shall be deemed
      to
      be an original, but all of which counterparts shall together constitute but
      one
      and the same instrument.

     

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

     

    
      
        
        

      

      
        81

        
          

        

      

      
        
        

      

    

     

    Section
      11.16.  Trust Obligation.  Except as otherwise
      provided in Section 3.07(e), no recourse may be taken, directly or
      indirectly, with respect to the obligations of the Issuer, the Owner Trustee
      or
      the Indenture Trustee on the Notes or under this Indenture or any certificate
      or
      other writing delivered in connection herewith or therewith, against
      (i) the Indenture Trustee or the Owner Trustee in its individual capacity,
      (ii) any owner of a beneficial interest in the Issuer or (iii) any
      partner, owner, beneficiary, agent, officer, director, employee or agent of
      the
      Indenture Trustee or the Owner Trustee in its individual capacity, any holder
      of
      a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee
      or of any successor or assign of the Indenture Trustee or the Owner Trustee
      in
      its individual capacity, except as any such Person may have expressly agreed
      (it
      being understood that the Indenture Trustee, except as otherwise provided in
      Section 3.07(e), and the Owner Trustee have no such obligations in their
      individual capacities) and except that any such partner, owner or beneficiary
      shall be fully liable, to the extent provided by applicable law, for any unpaid
      consideration for stock, unpaid capital contribution or failure to pay any
      installment or call owing to such entity.  For all purposes of this
      Indenture, in the performance of any duties or obligations of the Issuer
      hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
      of, the terms and provisions of Articles Six, Seven and Eight of the Trust
      Agreement.

     

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

     

    Section
      11.18.  Inspection.  The Issuer shall, with
      reasonable prior notice, permit any representative of the Indenture Trustee,
      during the Issuer’s normal business hours, to examine 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
      11.19.  Subordination Agreement.  Each Noteholder, by
      accepting a Note, hereby covenants and agrees that, to the extent it is deemed
      to have any interest in any assets of the Depositor, or a securitization vehicle
      (other than the Issuer) related to the Depositor, dedicated to other debt
      obligations of the Depositor or debt obligations of any other securitization
      vehicle (other than the Issuer) related to the Depositor, its interest in those
      assets is subordinate to claims or rights of such other debtholders to those
      other assets.  Furthermore, each Noteholder, by accepting a Note,
      hereby covenants and agrees that such agreement constitutes a subordination
      agreement for purposes of Section 510(a) of the Bankruptcy
      Code.

     

    
      
        
        

      

      
        82

        
          

        

      

      
        
        

      

    

     

    Section
      11.20.  Security Interest Matters.

     

    (a)           This
      Indenture creates a valid and continuing “security interest” (as defined in the
      UCC) in the Receivables in favor of the Indenture Trustee, which security
      interest is prior to all other Liens and is enforceable as such as against
      creditors of and purchasers from the Issuer.  With respect to each
      Receivable, the Issuer has taken all steps necessary to perfect its security
      interest against the related Obligor in the related Financed
      Vehicle.

     

    (b)           The
      Receivables constitute “tangible chattel paper” (as defined in the
      UCC).  The Issuer has caused or will cause on or prior to the Closing
      Date the filing of all appropriate financing statements in the proper filing
      offices in the appropriate jurisdictions under applicable law necessary to
      perfect the security interest in the Receivables granted to the Indenture
      Trustee hereunder.  Other than the security interest granted to the
      Indenture Trustee hereunder, the Issuer has not pledged, assigned, sold, granted
      a security interest in or otherwise conveyed any of the
      Receivables.  The Issuer has not authorized the filing of and is not
      aware of any financing statements against the Issuer that include a description
      of collateral covering the Receivables other than any financing statement
      relating to the security interest granted to the Indenture Trustee hereunder
      or
      that has been terminated.  The motor vehicle retail installment sale
      contracts and installment loans that constitute or evidence the Receivables
      do
      not have any marks or notations indicating that they have been pledged, assigned
      or otherwise conveyed to any Person other than the Depositor, the Issuer or
      the
      Indenture Trustee.  The Issuer is not aware of any judgment or tax
      lien filings against the Issuer.

     

    (c)           All
      financing statements filed or to be filed against the Issuer in favor of the
      Indenture Trustee contain a statement substantially to the following effect:
“A
      purchase of or security interest in any collateral described in this financing
      statement will violate the rights of the Indenture Trustee”.

     

    Section
      11.21.  Obligations with Respect to the Swap
      Counterparty.  Any obligations or duties owed to, or rights of,
      the Swap Counterparty hereunder, including the right of the Swap Counterparty
      to
      consent to, or receive notice of, any actions hereunder shall terminate upon
      payment in full of the Class A-3b Notes and payment of all amounts owed to
      the
      Swap Counterparty under the Swap Agreement.

     

    
      
        
        

      

      
        83

        
          

        

      

      
        
        

      

    

     

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

     

     

     

    
      	 	 
              
              WACHOVIA
                AUTO LOAN OWNER TRUST 2007-1,

               

               

              By: 
WILMINGTON
                TRUST
                COMPANY,

                  not
                in
                its individual capacity but solely as 

                  Owner Trustee

               

               

              By: 
/s/
                J. Christopher
                Murphy                                          
                

                  Name:  J.
                Christopher Murphy

                  Title:  Financial
                Services Officer

            
	 	
               

              
                U.S.
                  BANK NATIONAL ASSOCIATION,

                not
                  in its individual capacity but solely as Indenture 

                Trustee

                 

                 

                 

                By:  /s/
                  Shannon M.
                  Rantz                                                 
                  

                    Name:   Shannon
                  M. Rantz

                    Title:  Vice
                  President

              

            


    

     

     

    Indenture

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT A

     

    FORM
      OF
      CLASS [A-1] [A-2] [A-3a] [A-3b] [B] [C] [D] [E] NOTE

     

     [FOR
      CLASS E NOTES] [THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS
      OF ANY STATE OF THE UNITED STATES, AND MAY BE REOFFERED, RESOLD, PLEDGED OR
      OTHERWISE TRANSFERRED ONLY IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER
      THE
      SECURITIES ACT IN COMPLIANCE WITH THE REQUIREMENTS SPECIFIED IN THE INDENTURE
      REFERRED TO HEREIN AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAW OF
      ANY
      APPLICABLE JURISDICTION.]

     

    [FOR
      CLASS A, CLASS B, CLASS C AND CLASS D NOTES] THE ACQUISITION OF THE NOTES
      BY, OR ON BEHALF OF, OR WITH THE ASSETS OF ANY “EMPLOYEE BENEFIT PLAN” SUBJECT
      TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR ANY “PLAN” SUBJECT TO
      SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “INTERNAL
      REVENUE CODE”) OR ANY ENTITY PART OR ALL OF THE ASSETS OF WHICH CONSTITUTE
      ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN BY REASON OF DEPARTMENT OF
      LABOR REGULATION SECTION 2510.3-101 OR OTHERWISE, OR ANY GOVERNMENTAL, CHURCH
      OR
      OTHER PLAN SUBJECT TO FEDERAL, STATE, LOCAL OR NON-U.S. LAW SUBSTANTIALLY
      SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT
      INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE
      INTERNAL REVENUE CODE IS PROHIBITED UNLESS SUCH PURCHASE, HOLDING AND SUBSEQUENT
      DISPOSITION OF THE NOTES WOULD NOT RESULT IN ANY NON-EXEMPT PROHIBITED
      TRANSACTION UNDER SECTION 406 OF ERISA OR UNDER SECTION 4975 OF THE INTERNAL
      REVENUE CODE (OR IN THE CASE OF A GOVERNMENTAL, CHURCH OR OTHER PLAN, VIOLATE
      ANY SUBSTANTIALLY SIMILAR FEDERAL, STATE, LOCAL OR NON-U.S. LAW). EACH
      BENEFICIAL OWNER OF THIS NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
      AND AGREEMENTS SET FORTH IN THE INDENTURE.

     

    [FOR
      CLASS A, CLASS B, CLASS C AND CLASS D NOTES] [A FIDUCIARY OF A BENEFIT PLAN
      PURCHASING THE CLASS [A-1] [A-2] [A-3a] [A-3b] [B] [C] [D] NOTES WITH THE ASSETS
      OF A BENEFIT PLAN IS DEEMED TO REPRESENT THAT THE PURCHASE OF ONE OR MORE NOTES
      IS CONSISTENT WITH ITS FIDUCIARY DUTIES UNDER ERISA AND DOES NOT RESULT IN
      A
      NONEXEMPT PROHIBITED TRANSACTION AS DEFINED IN SECTION 406 OF ERISA OR SECTION
      4975 OF THE CODE.]

     

    [FOR
      CLASS E NOTES] [THE CLASS E NOTES MAY NOT BE ACQUIRED BY, OR ON BEHALF OF,
      OR
      WITH THE ASSETS OF ANY “EMPLOYEE BENEFIT PLAN” SUBJECT TO THE FIDUCIARY
      RESPONSIBILITY PROVISIONS OF ERISA OR ANY “PLAN” SUBJECT TO SECTION 4975 OF THE
      INTERNAL REVENUE CODE, OR ANY ENTITY PART OR ALL OF THE ASSETS OF WHICH
      CONSTITUTE ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN BY REASON OF
      DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, ERISA SECTION 3(42) OR
      OTHERWISE, OR ANY GOVERNMENTAL, CHURCH OR OTHER PLAN SUBJECT TO FEDERAL, STATE,
      LOCAL OR NON-U.S. LAW SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY
      PROVISIONS OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE.]

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

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

     

    [FOR
      THE
      CLASS A, B C AND D NOTES] [TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS
      IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
      SUCH
      SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO
      TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
      REFERRED TO HEREIN.]

     

    PRINCIPAL
      OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN.  ACCORDINGLY, THE
      OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT
      SHOWN
      ON THE FACE HEREOF.  ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS
      CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE INDENTURE TRUSTEE.

     

    THE
      FAILURE TO PROVIDE THE ISSUING ENTITY AND THE INDENTURE TRUSTEE WITH THE
      APPLICABLE U.S. FEDERAL INCOME TAX CERTIFICATIONS (GENERALLY, AN INTERNAL
      REVENUE SERVICE FORM W-9 (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON
      THAT IS A “UNITED STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF
      THE INTERNAL REVENUE CODE, OR AN APPROPRIATE INTERNAL REVENUE SERVICE FORM
      W-8
      (OR SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED
      STATES PERSON” WITHIN THE MEANING OF SECTION 7701(A)(30) OF THE INTERNAL REVENUE
      CODE) MAY RESULT IN THE IMPOSITION OF U.S. FEDERAL BACK-UP WITHHOLDING UPON
      PAYMENTS TO THE HOLDER IN RESPECT OF THIS NOTE.

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    [FOR
      CLASS A-2 , A-3a AND A-3b NOTES] THIS NOTE IS SUBORDINATED IN RIGHT OF
      PAYMENT TO THE CLASS A-1 NOTES [, THE CLASS A-2 NOTES] AS DESCRIBED IN
      THE INDENTURE REFERRED TO HEREIN.]

     

    [FOR
      CLASS C, D AND E NOTES] THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT
      TO THE [CLASS A NOTES] [CLASS B NOTES] [CLASS C
      NOTES] [CLASS D NOTES] AS DESCRIBED IN THE INDENTURE REFERRED TO
      HEREIN.]

     

    THIS
      NOTE
      IS NOT A DEPOSIT OR OBLIGATION OF OR AN INTEREST IN WACHOVIA DEALER SERVICES,
      INC. OR ANY OF ITS AFFILIATES.  THIS NOTE IS NOT GUARANTEED OR INSURED
      BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENTAL ENTITY OR
      FUND
      OF THE UNITED STATES.

     

    
      
        	
                REGISTERED

              	
                $___________

              
	
                No. R-A1-1
                  [R-A2-1] [R-A3a-1]

              	
                CUSIP
                  NO. ___________

              
	
                [R-A3b-1][R-B-1]
                  [R-C-1] [R-D-1] [R-E-1]

              	
                 ISIN
                  NO. ___________

              
	 	
                COMMON
                  CODE ___________

              


      

    

     

    WACHOVIA
      AUTO LOAN OWNER TRUST 2007-1

    _____%
      CLASS A-1 [A-2] [A-3a][A-3b] [B] [C] [D] [E] ASSET BACKED
      NOTE

     

    Wachovia
      Auto Loan Owner Trust 2007-1, a statutory trust organized and existing under
      the
      laws of the State of Delaware (the “Issuer”), for value received, hereby
      promises to pay to Cede & Co., or its registered assigns, the principal
      sum of ___________________ DOLLARS ($___________), payable to the extent
      described in the Indenture referred to on the reverse hereof on each
      Distribution Date; provided, however, that the entire unpaid principal amount
      of
      this Note shall be payable on the earlier of _______________, 200__ (the
“Class A-1 [A-2] [A-3a][A-3b][B] [C] [D] [E] Final Scheduled
      Distribution Date”) and the Redemption Date, if any, selected pursuant to the
      Indenture.

     

    The
      Issuer will pay interest on this Note at the rate per annum shown above on
      each
      Distribution Date until the principal of this Note is paid or made available
      for
      payment, on the principal amount of this Note outstanding on the preceding
      Distribution Date (after giving effect to all payments of principal made on
      such
      preceding Distribution Date), or on the Closing Date in the case of the first
      Distribution Date or if no interest has yet been paid, subject to certain
      limitations contained in the Indenture.  Interest on this Note will
      accrue for each Distribution Date from, and including, the most recent
      Distribution Date on which interest has been paid (or, in the case of the first
      Distribution Date or if no interest has yet been paid, from and including the
      Closing Date), to but excluding such current Distribution Date.  [For
      Class [A-1] [A-3b] Notes: Interest will be computed on the basis of the actual
      number of days during the related Interest Period divided by
      360.]  [For Class A-2, A-3a, B, C, D and E Notes: Interest
      on this Note will accrue for each Distribution Date from and including the
      20th day of
      the
      prior month (or from and including the Closing Date, in the case of the first
      Distribution Date or if no interest has yet been paid) to but excluding the
      20th day of
      the
      current month.  Interest will be computed on the basis of a 360-day
      year consisting of twelve 30-day months.]  The Issuer shall pay
      interest on overdue installments of interest at the interest rate shown above
      to
      the extent lawful.  Such principal and interest on this Note shall be
      paid in the manner specified on the reverse hereof.

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

     

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

     

    
       

      
        	
                Date:
                  ____________ __, 2007

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

              	
                WACHOVIA
                  AUTO LOAN OWNER TRUST 2007-1,

                 

                 

                By: 
WILMINGTON
                  TRUST
                  COMPANY,

                    not
                  in
                  its individual capacity but solely as 

                    Owner Trustee
                  under the Trust Agreement

                 

                 

                By:                                                                                       
                    

                    
                      Authorized Signatory

                 

              


      

       

    

    INDENTURE
      TRUSTEE’S CERTIFICATE OF AUTHENTICATION

     

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

     

    
       

      
         

        
          	
                  Date:
                    ____________ __, 2007

                   

                   

                   

                   

                   

                   

                   

                   

                   

                   

                	
                  U.S.
                    BANK NATIONAL ASSOCIATION,

                  not
                    in its individual capacity but solely as Indenture 

                  Trustee,

                   

                   

                   

                   

                  By:                                                                                       
                      

                      
                        Authorized
                    Signatory

                


        

         

         

        
          
            
            

          

          
            A-5

            
              

            

          

          
            
            

          

        

      

    

     

    [REVERSE
      OF CLASS A-1 [A-2] [A-3a] [A-3b][B] [C] [D] [E] NOTE]

     

    This
      Note
      is one of a duly authorized issue of Notes of the Issuer, designated as its
      _____% Class A-1 [A-2] [A-3a] [A-3b] [B] [C] [D] [E] Asset Backed
      Notes (the “Class [A-___] Notes”), all issued under the Indenture, dated as
      of June 1, 2007 (the “Indenture”), between the Issuer and U.S. Bank National
      Association, as trustee (the “Indenture Trustee”), to which Indenture and all
      indentures supplemental thereto reference is hereby made for a statement of
      the
      respective rights and obligations thereunder of the Issuer, the Indenture
      Trustee and the Noteholders.  The Notes are subject to all terms of
      the Indenture.  Capitalized terms used herein that are not otherwise
      defined shall have the meanings ascribed thereto in the Indenture, which also
      contains rules as to construction that shall be applicable hereto.

     

    The
      Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
      Class B Notes, the Class C Notes, the Class D Notes and the
      Class E Notes (collectively, the “Notes”) are, except as otherwise provided in
      the Indenture or in the Sale and Servicing Agreement, equally and ratably
      secured by the Collateral pledged as security therefor as provided in the
      Indenture.

     

    Principal
      payable on the Class [A-1] [A-2] [A-3a][A-3b] [B] [C] [D] [E] Notes
      will be paid on each Distribution Date in the amount specified in the Indenture
      and in the Sale and Servicing Agreement.  As described above, the
      entire unpaid principal amount of this Note will be payable on the earlier
      of
      the Class [A-1] [A-2] [A-3a][A-3b] [B] [C] [D] [E] Final Scheduled
      Distribution Date and the Redemption Date, if any, selected pursuant to the
      Indenture.  Notwithstanding the foregoing, under certain
      circumstances, the entire unpaid principal amount of the Class [A-1] [A-2]
      [A-3a][A-3b] [B] [C] [D] [E] Notes shall be due and payable following the
      occurrence and continuance of an Event of Default, if the Indenture Trustee
      or
      the Holders of Notes evidencing not less than 51% of the Note Balance of the
      Controlling Class have declared the Notes to be immediately due and payable
      in the manner provided in Section 5.02 of the Indenture.  All
      principal payments on the Class [A-1] [A-2] [A-3a][A-3b] [B] [C]
      [D] [E] Notes shall be made pro rata to the Class [A-1] [A-2]
      [A-3a][A-3b] [B] [C] [D] [E] Noteholders entitled thereto.

     

    Payments
      of principal and interest on this Note due and payable on each Distribution
      Date
      or Redemption Date shall be made by check mailed to the Person whose name
      appears as the registered Noteholder (or one or more Predecessor Notes) on
      the
      Note Register as of the close of business on the related Record Date, except
      that with respect to Notes registered on the Record Date in the name of the
      nominee of the Clearing Agency (initially, such nominee to be Cede &
Co.), payments will be made by wire transfer in immediately available funds
      to
      the account designated by such nominee.  Such checks shall be mailed
      to the Person entitled thereto at the address of such Person as it appears
      on
      the Note Register as of the applicable Record Date without requiring that this
      Note be submitted for notation of payment.  Any reduction in the
      principal amount of this Note (or any one or more Predecessor Notes) effected
      by
      any payments made on any Distribution Date or Redemption Date shall be binding
      upon all future Noteholders of this Note and of any Note issued upon the
      registration of transfer hereof or in exchange hereof or in lieu hereof, whether
      or not noted hereon.  If funds are expected to be available, as
      provided in the Indenture, for payment in full of the remaining unpaid principal
      amount of this Note on a Distribution Date or Redemption Date, then the
      Indenture Trustee, in the name of and on behalf of the Issuer, will notify
      the
      Person who was the registered Noteholder as of the Record Date preceding such
      Distribution Date or Redemption Date by notice mailed within 30 days of
      such Distribution Date or Redemption Date and the amount then due and payable
      shall be payable only upon presentation and surrender of this Note at the
      Corporate Trust Office of the Indenture Trustee or at the office of the
      Indenture Trustee’s agent appointed for such purposes located in the City of New
      York.

     

     

    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    

     

    As
      provided in the Indenture, the Notes may be redeemed, in whole but not in part,
      in the manner and to the extent described in the Indenture and the Sale and
      Servicing Agreement.

     

    As
      provided in the Indenture and subject to the limitations set forth therein
      and
      on the face hereof, the transfer of this Note may be registered on the Note
      Register upon surrender of this Note for registration of transfer at the office
      or agency designated by the Issuer pursuant to the Indenture, duly endorsed
      by,
      or accompanied by a written instrument of transfer in form satisfactory to
      the
      Indenture Trustee duly executed by, the Noteholder or such Noteholder’s attorney
      duly authorized in writing, with such signature guaranteed by an “eligible
      guarantor institution” meeting the requirements of the Note Registrar, all in
      accordance with the Exchange Act, and thereupon one or more new Notes of
      authorized denominations and in the same aggregate principal amount will be
      issued to the designated transferee or transferees.  No service charge
      will be charged for any registration of transfer or exchange of this Note,
      but
      the transferor may be required to pay a sum sufficient to cover any tax or
      other
      governmental charge that may be imposed in connection with any such registration
      of transfer or exchange.

     

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

     

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

     

     

    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    

     

    [For
      the
      Class A, B, C and D Notes] Each Noteholder or Note Owner, by acceptance of
      a
      Note or a beneficial interest therein, as the case may be, covenants and agrees
      by accepting the benefits of the Indenture and such Note that such Noteholder
      or
      Note Owner will not at any time institute against the Depositor or the Issuer,
      or join in any institution against the Depositor or the Issuer of, any
      bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
      under any United States federal or State bankruptcy or similar law in connection
      with any obligations relating to the Notes, the Certificates, the Indenture
      or
      the other Basic Documents.

     

    [For
      the
      Class E Notes] Each Noteholder by acceptance of a Note, covenants and
      agrees by accepting the benefits of the Indenture and such Note that such
      Noteholder will not at any time institute against the Depositor or the Issuer,
      or join in any institution against the Depositor or the Issuer of, any
      bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
      under any United States federal or State bankruptcy or similar law in connection
      with any obligations relating to the Notes, the Certificates, the Indenture
      or
      the other Basic Documents.

     

    [For
      the
      Class A, B, C and D Notes] The Issuer has entered into the Indenture and this
      Note is issued with the intention that, for federal, State and local income,
      single business and franchise tax purposes, the Notes will qualify as
      indebtedness of the Issuer secured by the Trust Estate.  Each
      Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a
      beneficial interest in a Note), agrees to treat the Notes for federal, State
      and
      local income, single business and franchise tax purposes as indebtedness of
      the
      Issuer.

     

    [For
      the
      Class E Notes] The Issuer has entered into the Indenture and this Note is issued
      with the intention that, for federal, State and local income, single business
      and franchise tax purposes, the Notes will qualify as indebtedness of the Issuer
      secured by the Trust Estate.  Each Noteholder, by acceptance of a
      Note, agrees to treat the Notes for federal, State and local income, single
      business and franchise tax purposes as indebtedness of the Issuer.

     

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

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Issuer and
      the
      rights of the Noteholders under the Indenture at any time by the Issuer with
      the
      consent of the Holders of Notes representing at least 51% of the Note Balance
      of
      the Controlling Class.  The Indenture also contains provisions
      permitting the Noteholders representing specified percentages of the Note
      Balance of the Controlling Class, on behalf of all Noteholders, to waive
      compliance by the Issuer with certain provisions of the Indenture and certain
      past defaults under the Indenture and their consequences.  Any such
      consent or waiver by the Noteholder of this Note (or any one of more Predecessor
      Notes) shall be conclusive and binding upon such Noteholder and upon all future
      Noteholders of this Note and of any Note issued upon the registration of
      transfer hereof or in exchange hereof or in lieu hereof whether or not notation
      of such consent or waiver is made upon this Note.  The Indenture also
      permits the Issuer and the Indenture Trustee to amend or waive certain terms
      and
      conditions set forth in the Indenture without the consent of the
      Noteholders.

     

    
       

      
        
          
          

        

        
          A-8

          
            

          

        

        
          
          

        

      

       

    

     

    The
      Indenture permits the Issuer, under certain circumstances, to consolidate or
      merge with or into another Person, subject to the rights of the Indenture
      Trustee and the Noteholders under the Indenture.

     

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

     

    THIS
      NOTE
      AND THE INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
      OF
      NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN
      SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
      AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN
      ACCORDANCE WITH SUCH LAWS.

     

    No
      reference herein to the Indenture and no provision of this Note or of the
      Indenture shall alter or impair the obligation of the Issuer, which is absolute
      and unconditional, to pay the principal of and interest on this Note at the
      times, place and rate, and in the coin or currency herein
      prescribed.

     

    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    

    ASSIGNMENT

     

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

     

    __________________________________________________________________________________________________________________________________________


     

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

     

    __________________________________________________________________________________________________________________________________________


    (name
      and
      address of assignee)

     

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

     

    __________________________________________________________________________________________________________________________________________


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

     

    Dated:____________________________________________________         ______________________________*

     

                     Signature
      Guaranteed:

     

                      ______________________________*


                                      


    
      
        	
                *

              	
                NOTICE:  The
                  signature to this assignment must correspond with the name of the
                  registered owner as it appears on the face of the within Note in
                  every
                  particular, without alteration, enlargement or any change
                  whatsoever.  Such signature must be guaranteed by an “eligible
                  guarantor institution” meeting the require­ments of the Note
                  Registrar.

              


      

       

      
        A-10