Certificate of Trust, this
Indenture, the Administration Agreement, the Purchase Agreement, the Note
Depository Agreement, the Insurance Agreement, the Policy, the Guaranty and the
other documents and certificates delivered in connection therewith, in each case
as the same may from time to time be amended, supplemented or otherwise modified
and in effect.
Trust Accounts:
The Collection Account, the Class A Note Payment Account, the
Class B Note Payment Account, the Prefunding Account, the Depositor Account and
the Reserve Account.
Trust Estate:
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 and the Insurer (including, but not
limited to, all property and interests Granted to the Indenture Trustee),
including all proceeds thereof.
Wachovia Capital Markets:
Wachovia Capital Markets, LLC.
(B)
EXCEPT AS OTHERWISE SPECIFIED HEREIN OR AS THE CONTEXT MAY
OTHERWISE REQUIRE, CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN HAVE
THE RESPECTIVE MEANINGS SET FORTH IN,
8
OR INCORPORATED BY REFERENCE INTO, THE SALE AND ALLOCATION AGREEMENT FOR ALL
PURPOSES OF THIS INDENTURE.
SECTION 1.2.
RULES OF CONSTRUCTION.
Unless the context otherwise requires:
(A)
A TERM HAS THE MEANING ASSIGNED TO IT;
(B)
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;
(C)
"OR" IS NOT EXCLUSIVE;
(D)
"INCLUDING" MEANS INCLUDING WITHOUT LIMITATION;
(E)
WORDS IN THE SINGULAR INCLUDE THE PLURAL AND WORDS IN THE PLURAL
INCLUDE THE SINGULAR AND THE MASCULINE AS WELL AS THE FEMININE AND NEUTER
GENDERS OF SUCH TERMS;
(F)
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; AND
(G)
REFERENCES TO A PERSON ARE ALSO TO ITS PERMITTED SUCCESSORS AND
ASSIGNS.
ARTICLE II
THE NOTES
SECTION 2.1.
FORM.
(A)
THE CLASS A NOTES AND THE CLASS B NOTES, TOGETHER WITH THE
INDENTURE TRUSTEE'S CERTIFICATES OF AUTHENTICATION, SHALL BE SUBSTANTIALLY IN
THE FORM SET FORTH IN EXHIBIT A-1 AND EXHIBIT A-2, RESPECTIVELY, 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 THEREOF.
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)
THE DEFINITIVE NOTES SHALL BE TYPEWRITTEN, PRINTED, LITHOGRAPHED
OR ENGRAVED, OR PRODUCED BY ANY COMBINATION OF THESE METHODS (WITH OR WITHOUT
STEEL ENGRAVED BORDERS), ALL AS DETERMINED BY THE OFFICERS EXECUTING SUCH NOTES,
AS EVIDENCED BY THEIR EXECUTION OF