Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by the Owner Trustee herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests and the Class R-1 Residual Interest and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the Certificates from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests, and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for sale to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class A NotesR-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, as further defined herein(iii) the conveyance to the Trust of the REMIC I Regular Interests, (iv) the issuance to the Company of the REMIC II Regular Interests and the Class R-2 Residual Interest representing in the aggregate the entire beneficial interest in REMIC II, (v) the conveyance to the Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates. The Company and the Servicer are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) Trustee and the Note Insurer (as specified herein). The Owner Delaware Trustee is entering into this Indenture, and the Indenture Trustee is are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated January 11, 2007, and a Prospectus Supplement, dated January 23, 2007, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated January 25, 2007. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class A Notes Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests and the Class B NotesR Residual Interests: Class Designation for each REMIC I Regular Interest and Certificate Initial Class the Class R-1 Type of Interest Principal Final Maturity Class LT1 Regular Variable (2) $1,099,886,466.09 January 2049 Class LT2 Regular Variable (2) 55,002.57 January 2049 Class LT3 Regular (3) 55,002.57 January 2049 Class LT4 Regular Variable (4) 55,002.57 January 2049 Class X-2-M Regular Variable (5) ----- January 2049 Class R-1(6) Residual 2.081% 100.00 January 2049 * The Distribution Date in the specified month, there which is also being issued two years following the Certificate pursuant to month in which the Trust Agreementlatest maturing Mortgage Loan matures. The Owner Trustee hereby Grants to the Indenture TrusteeFor federal income tax purposes, for the benefit each Class of the Holders of the Class A Notes REMIC I Regular and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution AgreementResidual Interests, the Transfer and Assignment Agreement and “latest possible maturity date” shall be the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;Final Maturity Date.

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest and will be the owner of the REMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the Certificates (other than the Class PPP Certificates) from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the Certificates (other than the Class PPP Certificates). The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for sale to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class A Notes, as further defined hereinR-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, and the Class B NotesPPP Certificates, (iii) the Swap Counterparty conveyance to the Trust of the REMIC I Regular Interests, (as specified hereiniv) the issuance to the Company of the REMIC II Regular Interests and the Note Insurer Class R-2 Residual Interest representing in the aggregate the entire beneficial interest in REMIC II, (as specified hereinv) the conveyance to the Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than the Class PPP Certificates). The Owner Trustee is Company and the Servicer are entering into this IndentureAgreement, and the Indenture Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance of the Class A Notes Junior Subordinate Certificates and the Class B NotesPPP Certificates, there is also being issued the Certificate have been offered for sale pursuant to a Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated February 21, 2006, of the Trust AgreementCompany (together, the “Prospectus”). The Owner Trustee hereby Grants Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated February 23, 2006. The Trust created hereunder is the Indenture Trustee“Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests the Class R Residual Interests: Class LT1 Regular Variable (2) $1,019,426,537.40 February 2046 Class LT2 Regular Variable (2) 47,782.68 February 2046 Class LT3 Regular Variable (3) 54,175.59 February 2046 Class LT4 Regular Variable (4) 54,175.59 February 2046 Class R-1† Residual 4.968% 100.00 February 2046 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of “latest possible maturity date” shall be the Holders of the Final Maturity Date. † The Class A Notes and the Class B Notes, as their interests appear, and, subject R‑1 Residual Interest is entitled to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby duly authorized the execution and delivery of eight five Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B A-3 Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 B Notes. All covenants and agreements made by the Owner Trustee herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) Notes and the Note Insurer (as specified herein)Insurer. The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)Insurer, all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the rights, title, interest and benefits of the Owner Trustee's right, title and interest, whether now or hereafter existing, Trustee in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates certificates of Title title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; Agreement and (h) the proceeds of any and all of the foregoing; GRANTING CLAUSE SECOND All funds deposited in the Accounts and Eligible Investments thereof, to the extent provided in this Indenture, and proceeds thereof;

PRELIMINARY STATEMENT. Pursuant The Company is the owner of the Underlying Agency Securities being conveyed by it to this Indenture, there is hereby the Trustee for inclusion in the Trust Fund and has duly authorized the execution and delivery of eight Classes this Agreement to provide for the sale and conveyance to the Trustee of Notesthe Underlying Agency Securities and the issuance of the Mortgage Asset-Backed Pass-Through Certificates, designated as Class A-1 NotesSeries [200 - ], Class A-2 Notes[A-1], Class A-3-A Notes[A-2], Class [A-3-B Notes], Class A-4 Notes[S], Class B-1 Notes and Class B-2 NotesR (collectively, the "Certificates"), representing in the aggregate all of the "regular interests" and "residual interests" in the Trust Fund, which Certificates are issuable as provided in this Agreement. All covenants and agreements made by the Owner Company, the Certificate Administrator and the Trustee herein are for the benefit and security of the Holders of the Class A Notes, as further defined hereinCertificates. The Company and the Certificate Administrator are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes The Underlying Agency Securities are [GNMA] [I] [II] Certificates and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreementare identified as [ ]. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued Aggregate Underlying Certificate Balance as of the applicable Cutoff Closing Date if paid by the respective Obligor after such Cutoff Date, which will be paid to $[ ]. The following table sets forth the Transferor); (b) designation, Pass-Through Rate, aggregate Initial Certificate Principal Balance, features, Maturity Date and initial rating for each Class of Certificates comprising the security interest interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest Trust Fund created hereunder. Aggregate Pass-Through Initial Principal Maturity Initial Designation Rate Balance Features Date Rating [S&P] [Fitch] [Moody's] Class [A-1] [ ]% $[ ] Sequential Class [S] [ ]% $[ ] Fixed Strip Class R [ ]% $[ ] Residual In consideration of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering premises and the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreementmutual agreements herein contained, the Transfer and Assignment Agreement Company, the Certificate Administrator and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;Trustee agree as follows:

PRELIMINARY STATEMENT. Pursuant The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to this Indenturethe Trustee for inclusion in the Trust Fund. On the Closing Date, there is hereby the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets, and will be the owner of the Certificates. The Depositor has duly authorized the execution and delivery of eight Classes this Agreement to provide for the conveyance to the Trustee of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes the Loans and Class B-2 Notesthe issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Owner Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Class A NotesCertificates. The Depositor, as further defined hereinthe Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Class B-3, Class B-4, Class B-5, Class CE, Class P and Class I/II-R Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2004, and a Prospectus Supplement, dated May 26, 2004 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. REMIC I ------- As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Group I Loans and other related assets (other than the related Reserve Fund and the related Cap Contract) in the Trust Fund subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class A Notes and I/II-R Certificate shall represent the Class B Notes, there is also being issued sole class of "residual interests" in REMIC I for purposes of the Certificate pursuant to the Trust AgreementREMIC Provisions under federal income tax law. The Owner Trustee hereby Grants to following table irrevocably sets forth the Indenture Trusteedesignation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the benefit "latest possible maturity date" for each of the Holders REMIC I Regular Interests. None of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which REMIC I Regular Interests will be paid to the Transferor); certificated. Initial Uncertificated Uncertified REMIC 1 Assumed Final Designation Principal Balance Pass-Through Rate Maturity Date(1) ----------- ----------------- ------------------- ---------------- LTI-1 $218,765,813.00 Variable(2) April 25, 2034 LTI-IO-1 $6,250,000.00 Variable(2) April 25, 2034 LTI-IO-2 $2,502,000.00 Variable(2) April 25, 2034 LTI-IO-3 $3,749,000.00 ▇▇▇▇▇▇▇▇(b▇) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇-▇▇-▇ $3,751,000.00 Variable(2) the interest of the Owner Trustee in any proceeds from claims on any risk defaultApril 25, physical damage2034 LTI-IO-5 $2,499,000.00 Variable(2) April 25, credit life2034 LTI-IO-6 $2,501,000.00 Variable(2) April 25, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d2034 LTI-IO-7 $3,500,000.00 Variable(2) any property (including the right to receive future Liquidation ProceedsApril 25, 2034 LTI-IO-8 $6,500,000.00 Variable(2) that shall secure a Receivable; (e▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇-▇ $100.00 Variable(2) the Contribution AgreementApril 25, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;2034

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for conveyance to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class A Notes, as further defined herein, and R Certificates representing ownership of the Class B Notes, R-1 Residual Interest) representing in the Swap Counterparty (as specified herein) and aggregate the Note Insurer (as specified herein)entire beneficial interest in REMIC II. The Owner Trustee Company is entering into this IndentureAgreement, and the Indenture Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 19, 2003, and a Prospectus Supplement, dated March 24, 2003, of the Class A Notes Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 26, 2003. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Class B Notes, there is also being issued Private Placement Memorandum and the Certificate pursuant Certificates are intended to be the Trust Agreement“Certificates” described therein. The Owner Trustee hereby Grants to following tables set forth the Indenture Trusteedesignation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class A-1-L Regular 5 .000% $69,700,000 .00 May 2018 Class A-2-L Regular 5 .000% 78,500,679 .00 May 2018 Class A-3-L Regular 5 .000% 20,932,000 .00 May 2018 Class A-4-L Regular 5 .000% 21,000,000 .00 May 2018 Class A-5-L Regular 5 .000% 92,900,390 .00 May 2018 Class A-6-L Regular 3 .150% 18,297,296 .00 May 2018 Class A-7-L Regular 9 .250% 7,964,704 .00 May 2018 Class A-9-L Regular 5 .000% 35,488,000 .00 May 2018 Class A-10-L Regular 5 .000%(2) 3,250,000 .00 May 2018 Class X-L Regular (3) ------ May 2018 Class P-L Regular (4) 705,917 .77 May 2018 Class B-1-L Regular 5 .000% 2,648,652 .00 May 2018 Class B-2-L Regular 5 .000% 706,307 .00 May 2018 Class B-3-L Regular 5 .000% 176,577 .00 May 2018 Class B-4-L Regular 5 .000% 353,154 .00 May 2018 Class B-5-L Regular 5 .000% 176,577 .00 May 2018 Class B-6-L Regular 5 .000% 353,152 .45 May 2018 Class R-1+ Residual 5 .000% 100 .00 May 2018 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of “latest possible maturity date” shall be the Holders of the Final Maturity Date. † The Class A Notes and the Class B Notes, as their interests appear, and, subject R-1 Residual Interest is entitled to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. The Issuer was formed for the purpose of issuing bonds secured by mortgage collateral. The Issuer has entered into a trust indenture, dated as of ________ __, 19__ (the "Indenture"), between the Issuer and the Trustee, pursuant to which the Issuer intends to issue its Collateralized Mortgage Bonds, in the aggregate initial principal amount of $___________ (the "Bonds"). Pursuant to this the Indenture, there as security for the indebtedness represented by such Bonds, the Issuer is hereby duly authorized and will be pledging to the execution Trustee, or granting the Trustee a security interest in, among other things, certain Mortgage Loans, its rights under this Agreement, the Bond Account, the Distribution Account and delivery certain Insurance Policies (as each such term is defined herein). The parties desire to enter into this Agreement to provide, among other things, for the servicing of eight Classes of Notesthe Mortgage Loans by the Master Servicer. The Master Servicer acknowledges that, designated as Class A-1 Notesin order further to secure the Bonds, Class A-2 Notesthe Issuer is and will be granting to the Trustee a security interest in, Class A-3-A Notesamong other things, Class A-3-B Notesits rights under this Agreement, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All the Master Servicer agrees that all covenants and agreements made by the Owner Trustee Master Servicer herein are with respect to the Mortgage Loans shall also be for the benefit and security of the Trustee and Holders of the Class A NotesBonds. For its services hereunder, the Master Servicer will receive a Master Servicing Fee (as defined herein) with respect to each Mortgage Loan serviced hereunder. The Master Servicer has entered into or been assigned Servicing Agreements (as defined herein) with Servicers (as defined herein) to perform, as further independent contractors, servicing functions for the Master Servicer with respect to the Mortgage Loans. For its services under a Servicing Agreement, each Servicer will receive a Servicing Fee (as defined herein, and the Class B Notes) with respect to each Mortgage Loan serviced by it thereunder. In addition, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering Issuer will enter into this Indenturea Management Agreement, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued dated as of the applicable Cutoff Date if paid date hereof, with American Residential Investment Trust, Inc. (in such capacity, the "Manager"), pursuant to which the Manager will conduct certain operations of the Issuer. Actions by or required of the Issuer hereunder may be performed on its behalf by the respective Obligor after such Cutoff Date, which will be paid Manager or any sub-manager appointed to act for the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;Issuer.

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby duly authorized the execution and delivery of eight seven Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 A-4-A Notes, Class B-1 A-4-B Notes and Class B-2 B Notes. All covenants and agreements made by the Owner Trustee Issuer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee Issuer hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (in the case of the Swap Counterparty, until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner TrusteeIssuer's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner TrusteeIssuer's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee Issuer from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee Issuer in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing Contracts relating to the Receivables; and (g) the Interest Rate Swap Agreement; GRANTING CLAUSE SECOND All funds deposited in the Accounts and Eligible Investments thereof, to the extent provided in this Indenture, and proceeds thereof; 2003-A Indenture GRANTING CLAUSE THIRD The rights and benefits of the Issuer under the Servicing Agreement and the Limited Guaranty; GRANTING CLAUSE FOURTH Any recourse at law, in equity or by contract to the Seller, COAF or Dealers whether pursuant to the Contribution Agreement, the Transfer and Assignment Agreement, Dealer Agreements (to the extent related to the Receivables) or otherwise; and GRANTING CLAUSE FIFTH All proceeds of the conversion, voluntary or involuntary, of any or all of the foregoing into cash or other property whether now existing or hereinafter arising (collectively, the "Collateral"). Such Grants are made in trust, to secure payments of amounts due with respect to the Class A Notes and the Class B Notes ratably and without prejudice, priority or distinction between the Class A Notes and the Class B Notes (except that payments with respect to principal on the different Classes of Class A Notes shall be subject to the priority of payments set forth herein and payments of principal with respect to the Class B Notes shall be subordinate to payments of principal and interest with respect to the Class A Notes and to the Note Insurer's rights to Premiums and Reimbursement Obligations, all to the extent provided herein), and to secure (i) the payment of all amounts scheduled to be made on the Class A Notes and the Class B Notes as such amounts become due in accordance with their terms, (ii) the payment of all amounts payable to the Swap Counterparty under the Interest Rate Swap Agreement, (iii) the payment of all other sums payable in accordance with the provisions of this Indenture, including, but not limited to, Reimbursement Obligations and reimbursements to the Note Insurer for Swap Termination Payments paid under the Swap Policy, and (hiv) compliance with the proceeds provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions of this Indenture, and agrees to perform the duties herein required pursuant to the terms and provisions of this Indenture and subject to the conditions hereof to the end that the interests of the Holders of the Notes may be adequately and effectively protected. Without limiting the foregoing Grant, any Receivable repurchased by the Seller pursuant to Section 7.02 of the Contribution Agreement shall be deemed to be automatically released from the Lien of this Indenture without any action being taken by the Indenture Trustee upon deposit into the Collection Account of the Related Purchase Price for such Repurchased Receivable. PROVIDED, HOWEVER, that if there shall well and truly be paid the principal of the Class A Notes and the Class B Notes and the interest payable or to become payable on the Class A Notes, at the times and in the manner mentioned in the Notes, according to the true intent and meaning thereof, the Interest Rate Swap Agreement shall be terminated and all amounts payable thereunder to the Swap Counterparty shall be paid in full and the Issuer shall cause all Reimbursement Obligations and reimbursement for all Swap Termination Payments paid under the Swap Policy to be paid to the Note Insurer and payments shall be made into the Revenue Fund as required under this Indenture and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by the Issuer, and the Issuer shall pay or cause to be paid to the Indenture Trustee and all of its agents for the foregoing;registration, authentication, transfer or exchange of the Class A Notes and the Class B Notes all sums of money due or to become due to it or them in accordance with the terms and provisions hereof, then this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise, except as provided in Article XIV hereof, this Indenture shall be and remain in full force and effect.

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for conveyance to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class A Notes, as further defined herein, and R Certificates representing ownership of the Class B Notes, R-1 Residual Interest) representing in the Swap Counterparty (as specified herein) and aggregate the Note Insurer (as specified herein)entire beneficial interest in REMIC II. The Owner Trustee Company is entering into this IndentureAgreement, and the Indenture Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated February 10, 2004, and a Prospectus Supplement, dated October 22, 2004, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated October 26, 2004. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class A Notes Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: Class Designation for each REMIC I Regular Interest and the Class B NotesR-1 Residual Interest Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class C-Y-1 Regular 6.000% $57,023.01 December 2034 Class C-Y-2 Regular 6.500% 53,590.51 December 2034 Class C-Y-3 Regular 5.500% 15,841.98 December 2019 Class C-Z-1 Regular 6.000% 113,988,988.04 December 2034 Class C-Z-2 Regular 6.500% 108,236,026.64 December 2034 Class C-Z-3 Regular 5.500% 31,668,124.62 December 2019 Class C-X-M Regular 6.500%(2) ----- December 2034 Class I-P-M Regular (3) 1,167,304.99 December 2034 Class II-P-M Regular (3) 321,382.72 December 2019 Class R-1† Residual 5.500% 100.00 December 2034 * The Distribution Date in the specified month, there which is also being issued the Certificate pursuant to month following the Trust Agreementmonth the latest maturing Mortgage Loan in the related Subgroup (or Subgroups, as applicable) matures. The Owner Trustee hereby Grants to the Indenture TrusteeFor federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of “latest possible maturity date” shall be the Holders of the Final Maturity Date. † The Class A Notes and the Class B Notes, as their interests appear, and, subject R-1 Residual Interest is entitled to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant The Company and the Trustee are parties to this that certain Indenture dated as of November 27, 1998 (the "Indenture") pursuant to which the following notes (the "Notes") are issued and outstanding: 7.25% Senior Notes due 2008 and 7.25% Series B Senior Notes due 2008. QSC has entered into that certain Indenture, there is hereby duly authorized the execution and delivery of eight Classes of Notes, designated dated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by the Owner Trustee herein are for the benefit and security of the Holders of date hereof, by and among QSC, the Class A NotesGuarantors named therein, including QCF, and Bank One Trust Company, N.A., as further defined hereintrustee, (the "New QSC Indenture"), pursuant to which the following notes will be issued on the date hereof: (i) 13% Senior Subordinated Secured Notes due 2007, Series A, (ii) 131/2% Senior Subordinated Secured Notes due 2010, Series A, and (iii) 14% Senior Subordinated Secured Notes due 2014, Series A (all such notes and any additional notes that may be issued under the Class B New Indenture, collectively referred to as the "New QSC Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein"). The Owner Trustee is entering into this Indenture, New QSC Indenture provides that QSC shall issue the New QSC Notes and such notes shall be guaranteed by the Indenture Trustee is accepting the trusts created hereby, for good Company and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedQCF. Simultaneously with the Due to issuance of the Class A New QSC Notes and the Class B Notes, there is also being issued the Certificate guarantees thereto and pursuant to Section 10.16 of the Trust Agreement. The Owner Trustee hereby Grants Indenture, the Company is required to simultaneously execute and deliver a supplemental indenture to the Indenture Trustee, providing for the benefit a guarantee of the Holders of the Class A Notes by QSC and QCF. The Company and the Class B Notes, as their interests appear, and, subject Trustee desire to modify and amend the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (Indenture to the extent related and as set forth in this Supplemental Indenture. The Company and the Trustee are duly authorized pursuant to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all Section 9.01 of the foregoing;Indenture to execute and deliver this Supplemental Indenture and to modify and amend the Indenture as provided herein. All things necessary to make this Supplemental Indenture a valid agreement of each of the Company, QSC, QCF and the Trustee in accordance with its terms have been done.

PRELIMINARY STATEMENT. Pursuant DI or DRI (as the successor to this IndentureDenny's Realty, there Inc.) is hereby duly authorized the execution fee title owner of those certain parcels of improved property listed by address on Exhibit A attached hereto, and delivery of eight Classes of Noteslegally described on the title commitments delivered by Seller to Buyer (each a “Parcel” and collectively, designated as Class A-1 Notesthe “Parcels.”) Each Parcel is improved with a building (each, Class A-2 Notesa “Building” and, Class A-3-A Notescollectively, Class A-3-B Notesthe “Buildings”). Each Parcel, Class A-4 Notesthe Building on such Parcel and the improvements to such Parcel (the “Improvements”) are leased or subleased to a Denny’s franchisee (each, Class B-1 Notes a “Tenant” and Class B-2 Notescollectively, the “Tenants”) in accordance with a written lease or sublease (each, a “Lease” and, collectively, the “Leases”). Each Lease is guarantied by certain guarantors (the “Guaranties”). All covenants Leases and agreements made by Guaranties are more particularly identified on Exhibit D. Each Parcel, the Owner Trustee herein are for Building on such Parcel, the benefit and security of the Holders of the Class A Notes, as further defined hereinImprovements to such Parcel, and Seller’s right, title, and interest in the Class B NotesLease relating to such Parcel and all rents issued and profits due or to become due thereunder are collectively referred to as a “Property”. All Parcels, Buildings, Improvements to the Swap Counterparty Parcels, and Seller’s right, title, and interest in the Leases and all rents issued and profits due or to become due thereunder are collectively referred to as the “Properties”. Buyer has delivered to Seller a Confidentiality Agreement dated April 5, 2006 (as specified herein) and the Note Insurer (as specified herein“Confidentiality Agreement.”). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency parties have signed a non-binding letter of which are hereby acknowledged. Simultaneously with the issuance intent concerning Buyer’s review of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of acquiring the Owner Trustee's right, title and interest, whether now or hereafter existing, in and Properties. Buyer desires to (a) purchase the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Properties from Seller and contributed by Seller desires to sell the Seller Properties to Buyer, all as more particularly set forth in this Master Purchase Agreement and Escrow Instructions (the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor“Agreement”); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment . The Confidentiality Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts letter of intent are superseded and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; replaced by this Agreement and (h) the proceeds of any shall no longer be in force and all of the foregoing;effect.

PRELIMINARY STATEMENT. Pursuant The Company has duly authorized the creation of an issue of its Senior Secured Notes (as hereinafter defined) of substantially the tenor and amount hereinafter set forth, and to this Indentureprovide therefor, there is hereby the Company has duly authorized the execution and delivery of eight Classes this Indenture. All things necessary have been done to make the Securities (as hereinafter defined), when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of Notesthe Company and to make this Indenture a valid agreement of the Company, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes in accordance with their and Class B-2 Notesits terms. All covenants and agreements made by the Owner Trustee Company herein are for the equal and proportionate benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified hereinhereinafter defined) and the Note Insurer (as specified herein)of Securities. The Owner Trustee Company is entering into this Indenture, Indenture and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant The Company has simultaneously herewith granted to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders Holders, a security interest in and lien upon all of the Class A Notes Company's property (real, personal and the Class B Notesmixed), as their interests appearmore fully described in the Collateral Documents (as hereinafter defined). Also in connection herewith, andeach of the Guarantors has authorized the execution and delivery of a guaranty of all of the Company's obligations evidenced by the Securities and due and owing pursuant hereto, subject which guaranty is set forth in Article Ten of this Indenture. In order to secure its obligations under such guaranty, each Guarantor has granted to the provisions hereofTrustee, for the benefit of the Note Insurer Holders, a security interest in and the Swap Counterparty lien upon all of its property (until such time as the Interest Rate Swap Agreement has been terminated real, personal and all amounts owed to the Swap Counterparty have been paid in fullmixed), all as more fully described in the Collateral Documents. The security interests in and liens upon the Collateral granted to the Trustee, for the benefit of the Owner Trustee's rightHolders, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor are junior to the Seller and contributed by liens upon the Seller Collateral granted to the Owner Trustee from time to time and all moneys received thereon Agent (including amounts received on any Extended Service Agreements relating theretoas hereinafter defined) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; Credit Facility Indebtedness (das hereinafter defined) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (are subject to the extent related terms and conditions of the Intercreditor Agreement (as hereinafter defined). The Securities issued by the Company pursuant hereto will be distributed to the financed Receivables); Lender Agent (fas defined in the Reorganization Plan) for distribution by the original retail installment contracts and security agreements and/or installment loans evidencing Lender Agent to the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all initial Holders as a partial repayment of the foregoing;Company's obligations to the Holders under the Credit Agreement (as defined in the Reorganization Plan). ARTICLE ONE

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for conveyance to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class A Notes, as further defined herein, and R Certificates representing ownership of the Class B Notes, R-1 Residual Interest) representing in the Swap Counterparty (as specified herein) and aggregate the Note Insurer (as specified herein)entire beneficial interest in REMIC II. The Owner Trustee Company is entering into this IndentureAgreement, and the Indenture Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated April 20, 2005, and a Prospectus Supplement, dated April 25, 2005, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated April 27, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class A Notes Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: Class Designation for each REMIC I Regular Interest and the Class B NotesR-1 Residual Interest Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class C-Y-1 Regular Variable(2) $ 50,569.72 April 2035 Class C-Y-2 Regular Variable(3) 8,261.82 April 2035 Class C-Z-1 Regular Variable(2) 101,096,063.52 April 2035 Class C-Z-2 Regular Variable(3) 16,515,376.78 April 2035 Class 3-A-M Regular Variable(4) 174,336,000.00 January 2035 Class 3-B-1-M Regular Variable(4) 3,505,000.00 January 2035 Class 3-B-2-M Regular Variable(4) 449,000.00 January 2035 Class 3-B-3-M Regular Variable(4) 449,000.00 January 2035 Class 3-B-4-M Regular Variable(4) 359,000.00 January 2035 Class 3-B-5-M Regular Variable(4) 359,000.00 January 2035 Class 3-B-6-M Regular Variable(4) 271,427.22 January 2035 Class R-1† Residual 7.398% 100.00 April 2035 * The Distribution Date in the specified month, there which is also being issued the Certificate pursuant to month following the Trust Agreementmonth the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) matures. The Owner Trustee hereby Grants to the Indenture TrusteeFor federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of “latest possible maturity date” shall be the Holders of the Final Maturity Date. † The Class A Notes and the Class B Notes, as their interests appear, and, subject R-1 Residual Interest is entitled to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant The Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee in return for the Certificates. On or prior to the Closing Date, the Depositor acquired the Initial Mortgage Loans from the Seller. On the Closing Date, the Depositor will sell the Initial Mortgage Loans and certain other property to the Trust Fund and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust Fund. On or prior to any Subsequent Transfer Date, the Depositor acquired the Subsequent Mortgage Loans, which will be sold to the Trust on the related Subsequent Transfer Date. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this IndentureAgreement (other than the Reserve Fund, there is hereby duly authorized the execution and delivery of eight Classes of NotesPre-Funding Account, designated as Class A-1 Notesthe Interest Coverage Account, Class A-2 Notesany Prepayment Charge Waiver Amounts and, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by the Owner Trustee herein are for the benefit and security avoidance of the Holders of the Class A Notes, as further defined herein, and the Class B Notesdoubt, the Swap Counterparty Agreement, the Swap Account and any rights or obligations in respect of the Swap Administration Agreement) as a REMIC (as specified defined herein) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC I”. The Class R-1 Certificates will be the Note Insurer sole class of Residual Interests (as specified defined herein) in REMIC I for purposes of the REMIC Provisions (as defined herein). The Owner Trustee is entering into this Indenturefollowing table irrevocably sets forth the designation, and the Indenture Trustee is accepting Uncertificated REMIC I Pass-Through Rate, the trusts created herebyinitial Uncertificated Principal Balance and, for good and valuable considerationpurposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance “latest possible maturity date” for each of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust AgreementREMIC I Regular Interests (as defined herein). The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit None of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which REMIC I Regular Interests will be paid to the Transferor); certificated. Designation Uncertificated REMIC I Pass-Through Rate Initial Uncertificated Principal Balance Latest Possible Maturity Date (b1) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (cI-1-A Variable(2) the interest of the Owner Trustee in any proceeds from claims on any risk default$ 8,310,214.97 November 25, physical damage2035 I-1-B Variable(2) $ 8,310,214.97 November 25, credit life2035 I-2-A Variable(2) $ 9,826,009.18 November 25, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d2035 I-2-B Variable(2) any property (including the right to receive future Liquidation Proceeds$ 9,826,009.18 November 25, 2035 I-3-A Variable(2) that shall secure a Receivable; (e$ 11,313,443.53 November 25, 2035 I-3-B Variable(2) the Contribution Agreement$ 11,313,443.53 November 25, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f2035 I-4-A Variable(2) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g$ 12,758,398.40 November 25, 2035 I-4-B Variable(2) the Interest Rate Swap Agreement; and (h$ 12,758,398.40 November 25, 2035 I-5-A Variable(2) the proceeds of any and all of the foregoing;$ 14,146,508.74 November 25, 2035 I-5-B Variable(2) $ 14,146,508.74 November 25, 2035 I-6-A Variable(2) $ 15,463,334.53 November 25, 2035 I-6-B Variable(2) $ 15,463,334.53 November 25, 2035 I-7-A Variable(2) $ 16,694,646.91 November 25, 2035 I-7-B Variable(2) $ 16,694,646.91 November 25, 2035 I-8-A Variable(2) $ 17,821,794.41 November 25, 2035 I-8-B Variable(2) $ 17,821,794.41 November 25, 2035 I-9-A Variable(2) $ 17,209,045.58 November 25, 2035 I-9-B Variable(2) $ 17,209,045.58 November 25, 2035 I-10-A Variable(2) $ 16,439,280.03 November 25, 2035 I-10-B Variable(2) $ 16,439,280.03 November 25, 2035 I-11-A Variable(2) $ 15,694,978.47 November 25, 2035 I-11-B Variable(2) $ 15,694,978.47 November 25, 2035 I-12-A Variable(2) $ 14,984,755.39 November 25, 2035 I-12-B Variable(2) $ 14,984,755.39 November 25, 2035 I-13-A Variable(2) $ 14,307,062.97 November 25, 2035 I-13-B Variable(2) $ 14,307,062.97 November 25, 2035 I-14-A Variable(2) $ 13,660,386.17 November 25, 2035 I-14-B Variable(2) $ 13,660,386.17 November 25, 2035 I-15-A Variable(2) $ 13,043,293.52 November 25, 2035 I-15-B Variable(2) $ 13,043,293.52 November 25, 2035 I-16-A Variable(2) $ 12,454,420.03 November 25, 2035 I-16-B Variable(2) $ 12,454,420.03 November 25, 2035 I-17-A Variable(2) $ 11,892,464.03 November 25, 2035 I-17-B Variable(2) $ 11,892,464.03 November 25, 2035 I-18-A Variable(2) $ 11,356,179.64 November 25, 2035 I-18-B Variable(2) $ 11,356,179.64 November 25, 2035 I-19-A Variable(2) $ 10,844,392.81 November 25, 2035 I-19-B Variable(2) $ 10,844,392.81 November 25, 2035 I-20-A Variable(2) $ 10,355,969.69 November 25, 2035 I-20-B Variable(2) $ 10,355,969.69 November 25, 2035 I-21-A Variable(2) $ 9,934,518.95 November 25, 2035 I-21-B Variable(2) $ 9,934,518.95 November 25, 2035 I-22-A Variable(2) $ 9,485,669.92 November 25, 2035 I-22-B Variable(2) $ 9,485,669.92 November 25, 2035 I-23-A Variable(2) $ 9,025,643.16 November 25, 2035 I-23-B Variable(2) $ 9,025,643.16 November 25, 2035 I-24-A Variable(2) $ 139,518,425.88 November 25, 2035 I-24-B Variable(2) $ 139,518,425.88 November 25, 2035 I-25-A Variable(2) $ 2,036,964.18 November 25, 2035 I-25-B Variable(2) $ 2,036,964.18 November 25, 2035 I-26-A Variable(2) $ 1,960,041.18 November 25, 2035 I-26-B Variable(2) $ 1,960,041.18 November 25, 2035 I-27-A Variable(2) $ 1,886,137.13 November 25, 2035 I-27-B Variable(2) $ 1,886,137.13 November 25, 2035 I-28-A Variable(2) $ 1,815,128.90 November 25, 2035 I-28-B Variable(2) $ 1,815,128.90 November 25, 2035 I-29-A Variable(2) $ 1,746,898.58 November 25, 2035 I-29-B Variable(2) $ 1,746,898.58 November 25, 2035 I-30-A Variable(2) $ 1,681,333.23 November 25, 2035 I-30-B Variable(2) $ 1,681,333.23 November 25, 2035 I-31-A Variable(2) $ 1,618,324.68 November 25, 2035 I-31-B Variable(2) $ 1,618,324.68 November 25, 2035 I-32-A Variable(2) $ 1,557,769.28 November 25, 2035 I-32-B Variable(2) $ 1,557,769.28 November 25, 2035 I-33-A Variable(2) $ 1,501,783.05 November 25, 2035 I-33-B Variable(2) $ 1,501,783.05 November 25, 2035 I-34-A Variable(2) $ 1,445,644.49 November 25, 2035 I-34-B Variable(2) $ 1,445,644.49 November 25, 2035 I-35-A Variable(2) $ 1,389,079.10 November 25, 2035 I-35-B Variable(2) $ 1,389,079.10 November 25, 2035 I-36-A Variable(2) $ 11,014,734.11 November 25, 2035 I-36-B Variable(2) $ 11,014,734.11 November 25, 2035 I-37-A Variable(2) $ 830,519.86 November 25, 2035 I-37-B Variable(2) $ 830,519.86 November 25, 2035 I-38-A Variable(2) $ 804,370.42 November 25, 2035 I-38-B Variable(2) $ 804,370.42 November 25, 2035 I-39-A Variable(2) $ 779,039.95 November 25, 2035 I-39-B Variable(2) $ 779,039.95 November 25, 2035 I-40-A Variable(2) $ 754,502.91 November 25, 2035 I-40-B Variable(2) $ 754,502.91 November 25, 2035 I-41-A Variable(2) $ 730,734.55 November 25, 2035 I-41-B Variable(2) $ 730,734.55 November 25, 2035 I-42-A Variable(2) $ 707,710.87 November 25, 2035 I-42-B Variable(2) $ 707,710.87 November 25, 2035 I-43-A Variable(2) $ 685,408.64 November 25, 2035 I-43-B Variable(2) $ 685,408.64 November 25, 2035 I-44-A Variable(2) $ 663,805.37 November 25, 2035 I-44-B Variable(2) $ 663,805.37 November 25, 2035 I-45-A Variable(2) $ 642,879.22 November 25, 2035 I-45-B Variable(2) $ 642,879.22 November 25, 2035 I-46-A Variable(2) $ 622,609.05 November 25, 2035 I-46-B Variable(2) $ 622,609.05 November 25, 2035 I-47-A Variable(2) $ 602,974.42 November 25, 2035 I-47-B Variable(2) $ 602,974.42 November 25, 2035 I-48-A Variable(2) $ 583,955.46 November 25, 2035 I-48-B Variable(2) $ 583,955.46 November 25, 2035 I-49-A Variable(2) $ 565,532.96 November 25, 2035 I-49-B Variable(2) $ 565,532.96 November 25, 2035 I-50-A Variable(2) $ 547,688.29 November 25, 2035 I-50-B Variable(2) $ 547,688.29 November 25, 2035 I-51-A Variable(2) $ 530,403.41 November 25, 2035 I-51-B Variable(2) $ 530,403.41 November 25, 2035 I-52-A Variable(2) $ 513,660.83 November 25, 2035 I-52-B Variable(2) $ 513,660.83 November 25, 2035 I-53-A Variable(2) $ 497,443.62 November 25, 2035 I-53-B Variable(2) $ 497,443.62 November 25, 2035 I-54-A Variable(2) $ 481,735.36 November 25, 2035 I-54-B Variable(2) $ 481,735.36 November 25, 2035 I-55-A Variable(2) $ 466,520.15 November 25, 2035 I-55-B Variable(2) $ 466,520.15 November 25, 2035 I-56-A Variable(2) $ 451,847.70 November 25, 2035 I-56-B Variable(2) $ 451,847.70 November 25, 2035 I-57-A Variable(2) $ 437,856.38 November 25, 2035 I-57-B Variable(2) $ 437,856.38 November 25, 2035 I-58-A Variable(2) $ 424,058.57 November 25, 2035 I-58-B Variable(2) $ 424,058.57 November 25, 2035 I-59-A Variable(2) $ 410,658.20 November 25, 2035 I-59-B Variable(2) $ 410,658.20 November 25, 2035 I-60-A Variable(2) $ 12,456,153.59 November 25, 2035 I-60-B Variable(2) $ 12,456,153.59 November 25, 2035 P 0.00% $ 100.00 November 25, 2035 ___________________________

PRELIMINARY STATEMENT. Pursuant (Terms used but not defined in this Preliminary Statement shall have the meanings specified in Article I) The Depositor intends to this Indenturesell pass-through certificates to be issued hereunder in multiple classes which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans. On the Closing Date, there is hereby the Depositor will acquire (i) the REMIC I Regular Interests and the Class R-I Certificates as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other property constituting the Trust Fund (excluding the Contingent Interest, the Grantor Trust Collection Account and the Grantor Trust Distribution Account) described in the definition of "REMIC I"; (ii) the REMIC II Regular Interests and the Class R-II Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust Fund; (iii) the REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust Fund; and (iv) the interest of the Class A-1, Class X and Class V Certificates in the Grantor Trust as consideration for its transfer of the Contingent Interest to the Trust Fund. The Depositor has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by the Owner Trustee herein are this Agreement to provide for the benefit foregoing and security (i) the issuance of (a) the Holders of the Class A Notes, as further defined herein, REMIC I Regular Interests and the Class B NotesR-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (b) the Swap Counterparty (as specified herein) REMIC II Regular Interests and the Note Insurer Class R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II and (as specified herein). The Owner Trustee is entering into this Indenture, c) the REMIC III Certificates representing in the aggregate the entire beneficial ownership of REMIC III and (ii) the Indenture Trustee is accepting creation of the trusts created hereby, for good Grantor Trust and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes V Certificates. REMIC I As provided herein, the Trustee will make the election described in Section 10.1 hereof for the segregated pool of assets consisting of the Mortgage Loans and certain related assets (excluding the Contingent Interest, the Grantor Trust Collection Account and the Grantor Trust Distribution Account) to be treated for federal income tax purposes as a real estate mortgage investment conduit (a "REMIC" and, such particular segregated pool of assets, "REMIC I"). The REMIC I Regular Interests will be designated as the "regular interests" in REMIC I and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time R-I Certificates will be designated as the sole class of "residual interests" in REMIC I. A separate uncertificated REMIC I Regular Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid issued with respect to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including each Mortgage Loan. Each REMIC I Regular Interest will represent the right to receive future Liquidation Proceedsprincipal corresponding to the initial Stated Principal Balance of a related Mortgage Loan and interest thereon at a remittance rate (the "REMIC I Remittance Rate") that shall secure a Receivable; (e) equal to the Contribution AgreementNet Mortgage Rate of the related Mortgage Loan in effect as of the Closing Date. For purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii), the Transfer "latest possible maturity date" for each REMIC I Regular Interest shall be the Rated Final Distribution Date. The Class R-I Certificates will represent the sole class of residual interests in REMIC I for purposes of the REMIC Provisions and Assignment Agreement will have no principal balances and no remittance rate, but will be entitled to receive on each Distribution Date any portion of the Available Funds for such Distribution Date not otherwise deemed distributed on the REMIC I Regular Interests. REMIC II As provided herein, the Trustee will make the election described in Section 10.1 hereof for the segregated pool of assets consisting of the REMIC I Regular Interests to be treated for federal income tax purposes as a separate REMIC (such particular pool of assets, "REMIC II"). The REMIC II Regular Interests will be designated as representing the "regular interests" in REMIC II and the Dealer Agreements (Class R-II Certificates will be designated as representing the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions. Fifteen separate uncertificated classes of REMIC II Regular Interests will be issued and are designated as the "regular interests" in REMIC II. The following table irrevocably sets forth the designation and initial Uncertificated Principal Balance for each REMIC II Regular Interest. The initial Uncertificated Principal Balances, the Uncertificated Principal Balances as of any date subsequent to the extent related first Distribution Date, and the REMIC II Remittance Rates, for each Class of REMIC II Regular Interests shall be derived from the Certificate Balances and Pass-Through Rates on the Classes of REMIC III Regular Certificates in the manner set forth in the following table. For purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" of each REMIC II Regular Interest shall be the Rated Final Distribution Date. The Class R-II Certificates will have no principal balances and no remittance rate, but will be entitled to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of receive on each Distribution Date any and all portion of the foregoing;REMIC II Distribution Amount for such Distribution Date not otherwise deemed distributed on the REMIC II Regular Interests. -------------------------------------------------------------------------------- Initial Uncertificated Uncertificated REMIC II Designation Principal Balance Principal Balance(1) Remittance Rate -------------------------------------------------------------------------------- Class A-1-II Interest $ 277,000,000.00 0.0001% x A-1 6.23000% (3) -------------------------------------------------------------------------------- Class A-2-II Interest $ 581,412,000.00 0.0001% x A-2 6.49000% (3) -------------------------------------------------------------------------------- Class B-II Interest $ 59,611,000.00 0.0001% x B 6.60000% (3) -------------------------------------------------------------------------------- Class C-II Interest $ 59,612,000.00 0.0001% x C 6.76000% (3) -------------------------------------------------------------------------------- Class D-II Interest $ 62,593,000.00 0.0001% x D 7.15000% -------------------------------------------------------------------------------- Class E-II Interest $ 20,862,000.00 0.0001% x E (4) -------------------------------------------------------------------------------- Class F-II Interest $ 53,650,000.00 0.0001% x F 6.23000% (3) -------------------------------------------------------------------------------- Class G-II Interest $ 11,923,000.00 0.0001% x G 6.21000% (3) -------------------------------------------------------------------------------- Class H-II Interest $ 8,942,000.00 0.0001% x H 6.21000% (3) -------------------------------------------------------------------------------- Class J-II Interest $ 14,905,000.00 0.0001% x J 6.21000% (3) -------------------------------------------------------------------------------- Class K-II Interest $ 8,939,000.00 0.0001% x K 6.21000% (3) -------------------------------------------------------------------------------- Class L-II Interest $ 11,924,000.00 0.0001% x L 6.21000% (3) -------------------------------------------------------------------------------- Class M-II Interest $ 8,940,000.00 0.0001% x M 6.21000% (3) -------------------------------------------------------------------------------- Class N-II Interest $ 11,925,941.31 0.0001% x N 6.21000% (3) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Class WAC-II Interest $1,192,237,749.03 99.9999% x SPB (2) (5) --------------------------------------------------------------------------------

PRELIMINARY STATEMENT. Pursuant (Terms used but not defined in this Preliminary Statement shall have the meanings specified in Article I hereof) The Depositor intends to sell mortgage pass-through certificates, to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans (as defined below). The Mortgage Loans will be serviced pursuant to the terms of this IndentureAgreement. The Depositor hereby assigns to the Trustee, there is hereby acting on behalf of the Certificateholders, its interests and rights in the Mortgage Loans. On the Closing Date, the Depositor will acquire (i) the REMIC I Regular Interests and the Class R-I Certificates as consideration for its transfer to the Trustee of the Mortgage Loans and the other property constituting the Trust Fund; (ii) the REMIC II Regular Interests and the Class R-II Certificates as consideration for its transfer of the REMIC I Interests to the Trustee; and (iii) the REMIC III Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trustee. The Depositor has duly authorized the execution and delivery of eight Classes this Agreement to provide for the foregoing and the issuance of Notes(a) the REMIC I Regular Interests and the Class R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, designated as (b) the REMIC II Regular Interests and the Class A-1 NotesR-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II and (c) the REMIC III Certificates, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesrepresenting in the aggregate the entire beneficial ownership of REMIC III. All covenants and agreements made by the Owner Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders of the Class A NotesREMIC I Regular Interests, as further defined hereinthe REMIC II Regular Interests, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein)Certificates. The Owner Trustee is parties hereto are entering into this IndentureAgreement, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of The following sets forth the Class A Notes designation, Pass-Through Rate, and Original Class Balance (or Notional Amount) for each Class of REMIC I Regular Interests and the Class B NotesR-I Certificate comprising the interests in REMIC I, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit each Class of the Holders of the Class A Notes REMIC II Regular Interests and the Class B Notes, as their R-II Certificate comprising the interests appear, and, subject in REMIC II and each Class of REMIC III Certificates comprising the interests in REMIC III created hereunder: REMIC I Each REMIC I Interest (a "Corresponding REMIC I Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Interest will have a Pass-Through Rate equal to the provisions hereof, for the benefit Remittance Rate of the Note Insurer related Mortgage Loan as of the Cut-off Date, and an initial principal balance (the Swap Counterparty (until such time initial "Class Balance") equal to the Scheduled Principal Balance as of the Cut-off Date of the Mortgage Loan to which the Corresponding REMIC I Interest relates. The Class R-I Certificate will 15 be designated as the Interest Rate Swap Agreement has been terminated sole class of residual interests in REMIC I and will have no Class Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all amounts owed to the Swap Counterparty classes of REMIC I Regular Interests have been paid in full), all of . REMIC II Each REMIC II Regular Interest has the Owner Trustee's right, title Pass-Through Rate and interest Class Balance set forth in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which definition thereof. The Class R-II Certificate will be paid to designated as the Transferor); (b) the security interest sole class of residual interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables REMIC II and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk defaultwill have no Class Balance and no Pass-Through Rate, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right but will be entitled to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any assets remaining in REMIC II after all classes of REMIC II Regular Interests have been paid in full. REMIC III The following table sets forth the designation, Pass-Through Rate and all Original Class Balance (or in the case of Class X, Notional Amount) for each Class of Certificates comprising the foregoing;interests in the Trust Fund created hereunder and each Class of REMIC III Certificates comprising the interests in REMIC III. Class Original Class Designation Pass-Through Rate Balance/Notional Amount ------------------------------------------------------------------------------------------ Class A1 6.73% $147,300,000 Class A2 7.18% 40,000,000 Class A3 7.19% 141,558,000 Class B 7.24%(2) 24,004,000 Class C 7.27%(2) 12,002,000 Class D 7.32%(2) 21,604,000 Class E 7.44%(2) 26,405,000 Class F 7.64%(2) 9,601,000 Class X(1) (3) 480,085,034 Class G 7.00% 31,206,000 Class H 7.00% 4,801,000 Class J 7.00% 7,201,000 Class K 7.00% 2,400,000 Class L 7.00% 12,003,034 Class R-I NA NA Class R-II NA NA Class R-III NA NA -------------------------

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer duly authorized the execution and delivery of eight Classes this Indenture as of NotesMarch 1, designated 2000 to provide for the issuance of the Issuer's Notes issuable as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes provided in this Indenture. This Indenture is being amended and Class B-2 Notesrestated in its entirety pursuant to the Consent (as defined below). All covenants and agreements made by the Owner Issuer, the Servicer, the Indenture Trustee and the Back-up Servicer herein are for the benefit and security of the Holders of the Class A NotesNotes and, as further defined to the extent set forth herein, the Note Insurer. The Issuer, the Servicer, the Indenture Trustee and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering Back-up Servicer have entered into this Indenture, and the Indenture Trustee is accepting has accepted the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance All things necessary to make this Indenture a valid agreement of the Class A Notes Issuer, the Servicer, the Indenture Trustee and the Class B NotesBack-up Servicer in accordance with its terms have been done. GRANTING CLAUSE To secure the payment of the principal of and interest on the Notes in accordance with their terms, there is also being issued the Certificate pursuant payment of all of the sums payable under this Indenture (other than sums payable to the Trust Agreement. The Owner Trustee Issuer) and the performance of the covenants contained in this Indenture, the Issuer hereby Grants to the Indenture Trustee, solely in trust and as collateral security as provided in this Indenture, for the benefit of the Holders of the Class A Notes and the Class B NotesNote Insurer, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer any and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner TrusteeIssuer's right, title and interest in in, to and tounder the following and any and all benefits accruing to the Issuer from: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Contracts and the Receivables identified and all payments received or receivable on the Schedule of Receivables absolutely assigned by the Transferor or with respect to the Seller Contracts and contributed by the Seller to Receivables and due after the Owner Trustee from time to time and all moneys received thereon applicable Cut-Off Date (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the TransferorServicing Charges); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed VehiclesEquipment; (c) each Insurance Policy related to the interest of the Owner Trustee in Contracts and any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff DatesInsurance Proceeds related thereto; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a ReceivableContract Acquisition Agreement; (e) the Contribution Servicing Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) all amounts from time to time on deposit in the original retail installment contracts Collection Account, the Cash Collateral Account and security agreements and/or installment loans evidencing the ReceivablesRedemption Account (including any Eligible Investments and other property in such accounts); (g) the Interest Rate Swap AgreementContract Files; and (h) the Note Insurance Policies (provided, that the right and interest of the Holders of a Series of Notes in and to the Note Insurance Policies is limited to the Note Insurance Policy issued in respect of such Series of Notes; provided, further, that the Holders of the Class B Notes shall have no right, title and interest in or to the Note Insurance Policies); (i) amounts on deposit in the Operating Account that constitute proceeds of the foregoing and (j) proceeds of the foregoing (including, but not by way of limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part or are included in the proceeds of any of the foregoing), in each case above whether now owned or hereafter acquired, except that the Holders of the Class B Notes shall have no right, title and interest in proceeds of the Note Insurance Policies (all of the foregoing;foregoing being hereinafter referred to as the "Collateral" or "Trust Estate"). The foregoing Grant does not constitute and is not intended to result in a creation or an assumption by the Indenture Trustee, any Noteholder or the Note Insurer of any obligation of the Issuer, the Company, the Servicer or any other Person in connection with the Trust Estate or under any agreement or instrument relating thereto. The Indenture Trustee acknowledges its acceptance on behalf of the Noteholders and the Note Insurer of all right, title and interest previously held by the Issuer in, to and under the Trust Estate, and declares that it shall maintain such right, title and interest in accordance with the provisions hereof and agrees to perform the duties herein required to the best of its ability to the end that the interests of the Noteholders and the Note Insurer may be adequately and effectively protected.

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests and the Class R-1 Residual Interest and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the Certificates from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for sale to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class A NotesR-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, as further defined herein(iii) the conveyance to the Trust of the REMIC I Regular Interests, (iv) the issuance to the Company of the REMIC II Regular Interests and the Class R-2 Residual Interest representing in the aggregate the entire beneficial interest in REMIC II, (v) the conveyance to the Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates. The Company and the Servicer are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) Trustee and the Note Insurer (as specified herein). The Owner Delaware Trustee is entering into this Indenture, and the Indenture Trustee is are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated May 23, 2006, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated May 25, 2006. The Trust created hereunder is the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class A Notes Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests and the Class B NotesR Residual Interests: Class LT1 Regular Variable (2) $ 796,004,349.17 June 2046 Class LT2 Regular Variable (2) 39,826.10 June 2046 Class LT3 Regular Variable (3) 39,826.10 June 2046 Class LT4 Regular Variable (4) 39,826.10 June 2046 Class R-1† Residual 4.273% 100.00 June 2046 * The Distribution Date in the specified month, there which is also being issued the Certificate pursuant to month following the Trust Agreementmonth in which the latest maturing Mortgage Loan matures. The Owner Trustee hereby Grants to the Indenture TrusteeFor federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of “latest possible maturity date” shall be the Holders of the Final Maturity Date. † The Class A Notes and the Class B Notes, as their interests appear, and, subject R‑1 Residual Interest is entitled to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to this Indenturethe Trustee for inclusion in the Trust Fund. On the Closing Date, there is hereby the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor has duly authorized the execution and delivery of eight Classes this Agreement to provide for the conveyance to the Trustee of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes the Loans and Class B-2 Notesthe issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Owner Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Class A NotesCertificates. The Depositor, as further defined hereinthe Master Servicer and the Securities Administrator are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Class CE, Class P and Class R Certificates, have been offered for sale pursuant to a Prospectus, dated August 25, 2003, and a Prospectus Supplement, dated November 21, 2003 of the Depositor (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the Loans and other related assets (other than the Reserve Fund) in the Trust Fund subject to this Agreement as multiple REMICs for federal income tax purposes, and such segregated pool of assets shall be designated as "REMIC I." Component R-1 of the Class A Notes and R Certificate shall represent the Class B Notes, there is also being issued sole class of "residual interests" in REMIC I for purposes of the Certificate pursuant to the Trust AgreementREMIC Provisions under federal income tax law. The Owner Trustee hereby Grants to following table irrevocably sets forth the Indenture Trusteedesignation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the benefit "latest possible maturity date" for each of the Holders Uncertificated REMIC I Regular Interests. None of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which Uncertificated REMIC I Regular Interests will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;certificated.

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 A-2-A Notes, Class A-2-B Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 A-4-A Notes, Class B-1 A-4-B Notes and Class B-2 B Notes. All covenants and agreements made by the Owner Trustee herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as unless the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing; GRANTING CLAUSE SECOND All funds deposited in the Accounts and Eligible Investments thereof, to the extent provided in this Indenture, and proceeds thereof;

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class P Certificates and the Class C Certificates), the Class L3-C Regular Interest, the Class L3-P Regular Interest, the Class L3-SW Regular Interest, and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of those Certificates and Regular and Residual Interests. Thereafter on the Closing Date, the Company will acquire the Class C Certificates and the Class R-4 Residual Interest as consideration for its transfer to the Trust of the Class L3-C Regular Interest and will be the owner of the Class C Certificates and the Class R-4 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Class P Certificates and the Class R-5 Residual Interest as consideration for its transfer to the Trust of the Class L3-P Regular Interest and will be the owner of the Class P Certificates and the Class R-5 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Class L6-SW Regular Interest and the Class R-6 Residual Interest as consideration for its transfer to the Trust of the Class L3-SW Regular Interest and will be the owner of the Class L6-SW Regular Interest and the Class R-6 Residual Interest. The Company has duly authorized the execution and delivery of eight Classes this Agreement to provide for (i) the conveyance to the Trust of Notesthe Mortgage Loans and certain other assets, designated as (ii) the issuance to the Company of the REMIC I Regular Interests and the Class A-1 NotesR-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests, (iv) the issuance to the Company of the REMIC II Regular Interests and the Class A-2 NotesR-2 Residual Interest representing in the aggregate the entire beneficial interest in REMIC II, (v) the conveyance to the Trust of the REMIC II Regular Interests, (vi) the issuance to the Company of the Certificates (other than the Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes C and Class B-2 Notes. All covenants and agreements made by the Owner Trustee herein are for the benefit and security of the Holders of P Certificates), the Class A NotesL3-C Regular Interest, as further defined hereinthe Class L3-P Regular Interest, the Class L3-SW Regular Interest, and the Class B NotesR-3 Residual Interest, representing in the Swap Counterparty aggregate the entire beneficial interest in REMIC III, (as specified hereinvii) the conveyance to the Trust of the Class L3-C Regular Interest, (viii) the issuance to the Company of the Class C Certificates and the Note Insurer Class R-4 Residual Interest, representing in the aggregate the entire beneficial interest in REMIC IV, (as specified herein)ix) the conveyance to the Trust of the Class L3-P Regular Interest, (x) the issuance to the Company of the Class P Certificates and the Class R-5 Residual Interest, representing in the aggregate the entire beneficial interest in REMIC V, (xi) the conveyance to the Trust of the Class L3-SW Regular Interest, (x) the issuance to the Company of the L6-SW Regular Interest and the Class R-6 Residual Interest, representing in the aggregate the entire beneficial interest in REMIC VI. The Owner Trustee is Company and the Servicer are entering into this IndentureAgreement, and the Indenture Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Class B Certificates, the Class C Certificates, the Class P Certificates and the Residual Certificates, have been offered for sale pursuant to a Prospectus, dated January 11, 2007, and a Prospectus Supplement, dated January 15, 2007, of the Company (together, the “Prospectus”). The Trust created hereunder is the “Trust” described in the Prospectus and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate or Pass-Through Rate, initial Class A Notes Principal Balance, initial Certificate Principal Balance and Assumed Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests, the REMIC III Regular Interests, the Class L6-SW Regular Interest, the Certificates and the Residual Interests: Class Designation for each Class of REMIC I Regular Interests and the Class B Notes, there is also being issued the R-1 Residual Interest Type of Interest Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to Initial Class Principal Balance Rate Change Date Assumed Final Maturity Date(1) Class L1-Y-X Regular Variable (a2) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon $35,352,491.03 November 2036 Class L1-Y-1A Regular Variable (including amounts received on any Extended Service Agreements relating thereto3) after the respective Cutoff Dates 1,018,040.17 February 2007 November 2036 Class L1-Y-1B Regular Variable (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); 4) 1,018,040.17 November 2036 Class L1-Y-2A Regular Variable (b3) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; 1,162,187.27 March 2007 November 2036 Class L1-Y-2B Regular Variable (c4) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; 1,162,187.27 November 2036 Class L1-Y-3A Regular Variable (d3) any property 1,277,223.09 April 2007 November 2036 Class L1-Y-3B Regular Variable (including the right to receive future Liquidation Proceeds4) that shall secure a Receivable; 1,277,223.09 November 2036 Class L1-Y-4A Regular Variable (e3) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements 1,368,498.91 May 2007 November 2036 Class L1-Y-4B Regular Variable (to the extent related to the financed Receivables); 4) 1,368,498.91 November 2036 Class L1-Y-5A Regular Variable (f3) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; 798,077.28 June 2007 November 2036 Class L1-Y-5B Regular Variable (g4) the Interest Rate Swap Agreement; and 798,077.28 November 2036 Class L1-Y-6A Regular Variable (h3) the proceeds of any and all of the foregoing;906,139.68 July 2007 November 2036 Class L1-Y-6B Regular Variable (4) 906,139.68 November 2036 Class L1-Y-7A Regular Variable (3) 1,051,876.33 August 2007 November 2036 Class L1-Y-7B Regular Variable (4) 1,051,876.33 November 2036 Class L1-Y-8A Regular Variable (3) 1,439,174.89 September 2007 November 2036 Class L1-Y-8B Regular Variable (4) 1,439,174.89 November 2036 Class L1-Y-9A Regular Variable (3) 1,756,204.41 October 2007 November 2036 Class L1-Y-9B Regular Variable (4) 1,756,204.41 November 2036 Class L1-Y-10A Regular Variable (3) 1,856,587.12 November 2007 November 2036 Class L1-Y-10B Regular Variable (4) 1,856,587.12 November 2036 Class L1-Y-11A Regular Variable (3) 1,730,530.97 December 2007 November 2036 Class L1-Y-11B Regular Variable (4) 1,730,530.97 November 2036 Class L1-Y-12A Regular Variable (3) 1,593,901.48 January 2008 November 2036 Class L1-Y-12B Regular Variable (4) 1,593,901.48 November 2036 Class L1-Y-13A Regular Variable (3) 1,468,857.59 February 2008 November 2036 Class L1-Y-13B Regular Variable (4) 1,468,857.59 November 2036 Class L1-Y-14A Regular Variable (3) 1,352,828.74 March 2008 November 2036 Class L1-Y-14B Regular Variable (4) 1,352,828.74 November 2036 Class L1-Y-15A Regular Variable (3) 1,251,176.36 April 2008 November 2036 Class L1-Y-15B Regular Variable (4) 1,251,176.36 November 2036 Class L1-Y-16A Regular Variable (3) 1,172,794.26 May 2008 November 2036 Class L1-Y-16B Regular Variable (4) 1,172,794.26 November 2036 Class L1-Y-17A Regular Variable (3) 1,119,066.13 June 2008 November 2036 Class L1-Y-17B Regular Variable (4) 1,119,066.13 November 2036 Class L1-Y-18A Regular Variable (3) 1,083,093.31 July 2008 November 2036 Class L1-Y-18B Regular Variable (4) 1,083,093.31 November 2036 Class L1-Y-19A Regular Variable (3) 1,146,601.21 August 2008 November 2036 Class L1-Y-19B Regular Variable (4) 1,146,601.21 November 2036 Class L1-Y-20A Regular Variable (3) 1,862,944.26 September 2008 November 2036 Class L1-Y-20B Regular Variable (4) 1,862,944.26 November 2036 Class L1-Y-21A Regular Variable (3) 2,771,256.66 October 2008 November 2036 Class L1-Y-21B Regular Variable (4) 2,771,256.66 November 2036 Class L1-Y-22A Regular Variable (3) 13,468,655.76 November 2008 November 2036 Class L1-Y-22B Regular Variable (4) 13,468,655.76 November 2036 Class L1-Y-23A Regular Variable (3) 1,150,428.37 December 2008 November 2036 Class L1-Y-23B Regular Variable (4) 1,150,428.37 November 2036 Class L1-Y-24A Regular Variable (3) 925,835.13 January 2009 November 2036 Class L1-Y-24B Regular Variable (4) 925,835.13 November 2036 Class L1-Y-25A Regular Variable (3) 780,113.70 February 2009 November 2036 Class L1-Y-25B Regular Variable (4) 780,113.70 November 2036 Class L1-Y-26A Regular Variable (3) 680,401.47 March 2009 November 2036 Class L1-Y-26B Regular Variable (4) 680,401.47 November 2036 Class L1-Y-27A Regular Variable (3) 606,054.00 April 2009 November 2036 Class L1-Y-27B Regular Variable (4) 606,054.00 November 2036 Class L1-Y-28A Regular Variable (3) 556,093.75 May 2009 November 2036 Class L1-Y-28B Regular Variable (4) 556,093.75 November 2036 Class L1-Y-29A Regular Variable (3) 522,974.54 June 2009 November 2036 Class L1-Y-29B Regular Variable (4) 522,974.54 November 2036 Class L1-Y-30A Regular Variable (3) 223,366.29 August 2009 November 2036 Class L1-Y-30B Regular Variable (4) 223,366.29 November 2036 Class L1-Y-31A Regular Variable (3) 526,629.47 September 2009 November 2036 Class L1-Y-31B Regular Variable (4) 526,629.47 November 2036 Class L1-Y-32A Regular Variable (3) 511,575.04 October 2009 November 2036 Class L1-Y-32B Regular Variable (4) 511,575.04 November 2036 Class L1-Y-33A Regular Variable (3) 472,012.17 November 2009 November 2036 Class L1-Y-33B Regular Variable (4) 472,012.17 November 2036 Class L1-Y-34A Regular Variable (3) 430,618.90 December 2009 November 2036 Class L1-Y-34B Regular Variable (4) 430,618.90 November 2036 Class L1-Y-35A Regular Variable (3) 714,130.81 January 2010 November 2036 Class L1-Y-35B Regular Variable (4) 714,130.81 November 2036 Class L1-Y-36A Regular Variable (3) 346,673.50 February 2010 November 2036 Class L1-Y-36B Regular Variable (4) 346,673.50 November 2036 Class L1-Y-37A Regular Variable (3) 325,285.15 March 2010 November 2036 Class L1-Y-37B Regular Variable (4) 325,285.15 November 2036 Class L1-Y-38A Regular Variable (3) 296,298.03 April 2010 November 2036 Class L1-Y-38B Regular Variable (4) 296,298.03 November 2036 Class L1-Y-39A Regular Variable (3) 272,784.77 May 2010 November 2036 Class L1-Y-39B Regular Variable (4) 272,784.77 November 2036 Class L1-Y-40A Regular Variable (3) 255,182.19 June 2010 November 2036 Class L1-Y-40B Regular Variable (4) 255,182.19 November 2036 Class L1-Y-41A Regular Variable (3) 238,474.93 July 2010 November 2036 Class L1-Y-41B Regular Variable (4) 238,474.93 November 2036 Class L1-Y-42A Regular Variable (3) 225,955.02 August 2010 November 2036 Class L1-Y-42B Regular Variable (4) 225,955.02 November 2036 Class L1-Y-43A Regular Variable (3) 214,539.51 September 2010 November 2036 Class L1-Y-43B Regular Variable (4) 214,539.51 November 2036 Class L1-Y-44A Regular Variable (3) 203,480.19 October 2010 November 2036 Class L1-Y-44B Regular Variable (4) 203,480.19 November 2036 Class L1-Y-45A Regular Variable (3) 194,488.65 November 2010 November 2036 Class L1-Y-45B Regular Variable (4) 194,488.65 November 2036 Class L1-Y-46A Regular Variable (3) 186,289.62 December 2010 November 2036 Class L1-Y-46B Regular Variable (4) 186,289.62 November 2036 Class L1-Y-47A Regular Variable (3) 177,749.08 January 2011 November 2036 Class L1-Y-47B Regular Variable (4) 177,749.08 November 2036 Class L1-Y-48A Regular Variable (3) 175,534.97 February 2011 November 2036 Class L1-Y-48B Regular Variable (4) 175,534.97 November 2036 Class L1-Y-49A Regular Variable (3) 202,709.31 March 2011 November 2036 Class L1-Y-49B Regular Variable (4) 202,709.31 November 2036 Class L1-Y-50A Regular Variable (3) 196,132.94 April 2011 November 2036 Class L1-Y-50B Regular Variable (4) 196,132.94 November 2036 Class L1-Y-51A Regular Variable (3) 189,604.37 May 2011 November 2036 Class L1-Y-51B Regular Variable (4) 189,604.37 November 2036 Class L1-Y-52A Regular Variable (3) 183,097.43 June 2011 November 2036 Class L1-Y-52B Regular Variable (4) 183,097.43 November 2036 Class L1-Y-53A Regular Variable (3) 176,604.37 July 2011 November 2036 Class L1-Y-53B Regular Variable (4) 176,604.37 November 2036 Class L1-Y-54A Regular Variable (3) 170,111.58 August 2011 November 2036 Class L1-Y-54B Regular Variable (4) 170,111.58 November 2036 Class L1-Y-55A Regular Variable (3) 161,083.20 September 2011 November 2036 Class L1-Y-55B Regular Variable (4) 161,083.20 November 2036 Class L1-Y-56A Regular Variable (3) 151,680.19 October 2011 November 2036 Class L1-Y-56B Regular Variable (4) 151,680.19 November 2036 Class L1-Y-57A Regular Variable (3) 141,766.10 November 2011 November 2036 Class L1-Y-57B Regular Variable (4) 141,766.10 November 2036 Class L1-Y-58A Regular Variable (3) 2,833,213.99 December 2011 November 2036 Class L1-Y-58B Regular Variable (4) 2,833,213.99 November 2036 Class L1-Z-X Regular Variable (2) 30,846,412.21 November 2036 Class L1-Z-1A Regular Variable (3) 888,279.33 February 2007 November 2036 Class L1-Z-1B Regular Variable (4) 888,279.33 November 2036 Class L1-Z-2A Regular Variable (3) 1,014,053.23 March 2007 November 2036 Class L1-Z-2B Regular Variable (4) 1,014,053.23 November 2036 Class L1-Z-3A Regular Variable (3) 1,114,426.41 April 2007 November 2036 Class L1-Z-3B Regular Variable (4) 1,114,426.41 November 2036 Class L1-Z-4A Regular Variable (3) 1,194,068.09 May 2007 November 2036 Class L1-Z-4B Regular Variable (4) 1,194,068.09 November 2036 Class L1-Z-5A Regular Variable (3) 696,353.22 June 2007 November 2036 Class L1-Z-5B Regular Variable (4) 696,353.22 November 2036 Class L1-Z-6A Regular Variable (3) 790,641.82 July 2007 November 2036 Class L1-Z-6B Regular Variable (4) 790,641.82 November 2036 Class L1-Z-7A Regular Variable (3) 917,802.67 August 2007 November 2036 Class L1-Z-7B Regular Variable (4) 917,802.67 November 2036 Class L1-Z-8A Regular Variable (3) 1,255,735.61 September 2007 November 2036 Class L1-Z-8B Regular Variable (4) 1,255,735.61 November 2036 Class L1-Z-9A Regular Variable (3) 1,532,356.09 October 2007 November 2036 Class L1-Z-9B Regular Variable (4) 1,532,356.09 November 2036 Class L1-Z-10A Regular Variable (3) 1,619,943.88 November 2007 November 2036 Class L1-Z-10B Regular Variable (4) 1,619,943.88 November 2036 Class L1-Z-11A Regular Variable (3) 1,509,955.03 December 2007 November 2036 Class L1-Z-11B Regular Variable (4) 1,509,955.03 November 2036 Class L1-Z-12A Regular Variable (3) 1,390,740.52 January 2008 November 2036 Class L1-Z-12B Regular Variable (4) 1,390,740.52 November 2036 Class L1-Z-13A Regular Variable (3) 1,281,634.91 February 2008 November 2036 Class L1-Z-13B Regular Variable (4) 1,281,634.91 November 2036 Class L1-Z-14A Regular Variable (3) 1,180,395.26 March 2008 November 2036 Class L1-Z-14B Regular Variable (4) 1,180,395.26 November 2036 Class L1-Z-15A Regular Variable (3) 1,091,699.64 April 2008 November 2036 Class L1-Z-15B Regular Variable (4) 1,091,699.64 November 2036 Class L1-Z-16A Regular Variable (3) 1,023,308.24 May 2008 November 2036 Class L1-Z-16B Regular Variable (4) 1,023,308.24 November 2036 Class L1-Z-17A Regular Variable (3) 976,428.37 June 2008 November 2036 Class L1-Z-17B Regular Variable (4) 976,428.37 November 2036 Class L1-Z-18A Regular Variable (3) 945,040.69 July 2008 November 2036 Class L1-Z-18B Regular Variable (4) 945,040.69 November 2036 Class L1-Z-19A Regular Variable (3) 1,000,453.79 August 2008 November 2036 Class L1-Z-19B Regular Variable (4) 1,000,453.79 November 2036 Class L1-Z-20A Regular Variable (3) 1,625,490.74 September 2008 November 2036 Class L1-Z-20B Regular Variable (4) 1,625,490.74 November 2036 Class L1-Z-21A Regular Variable (3) 2,418,028.34 October 2008 November 2036 Class L1-Z-21B Regular Variable (4) 2,418,028.34 November 2036 Class L1-Z-22A Regular Variable (3) 11,751,921.74 November 2008 November 2036 Class L1-Z-22B Regular Variable (4) 11,751,921.74 November 2036 Class L1-Z-23A Regular Variable (3) 1,003,793.13 December 2008 November 2036 Class L1-Z-23B Regular Variable (4) 1,003,793.13 November 2036 Class L1-Z-24A Regular Variable (3) 807,826.87 January 2009 November 2036 Class L1-Z-24B Regular Variable (4) 807,826.87 November 2036 Class L1-Z-25A Regula

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes this Indenture to provide for the issuance of Notes, designated the Notes (as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesdefined herein) by the Issuer. All representations, warranties, covenants and agreements made by the Owner Issuer, the Servicer, the Trustee and the Back-up Servicer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) Notes and the Note Insurer (as specified herein)Insurer. The Owner Issuer, the Servicer, the Trustee is and the Back-up Servicer are entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance All things necessary to make this Indenture a valid agreement of the Class A Notes Issuer, the Servicer, the Trustee and the Class B Notes, there is also being issued the Certificate pursuant Back-up Servicer in accordance with its terms have been done. GRANTING CLAUSE The Issuer does hereby grant a security interest to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B NotesNote Insurer, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner TrusteeIssuer's rightrights, title and interest in and to: GRANTING CLAUSE FIRST All to the following and any and all benefits accruing to the Issuer from (but none of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to obligations under): (a) the Receivables identified and Contracts and all payments (including without limitation all Scheduled Payments, Residual Proceeds, Recoveries and Guaranty Amounts) on the Schedule of Receivables absolutely assigned by the Transferor or with respect to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon Contracts (including amounts without limitation Discount Contracts) and Receivables (including without limitation all Assets) and due or received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Cut-Off Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed VehiclesEquipment; (c) each Insurance Policy related to the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff DatesContracts and Insurance Proceeds; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a ReceivableAcquisition Agreement; (e) the Contribution Agreement, the Transfer and Assignment Servicing Agreement and the Dealer Agreements other Transaction Documents (to other than the extent related to the financed ReceivablesNote Purchase Agreement); (f) all amounts from time to time on deposit in the original retail installment contracts Collection Account, the Distribution Account, the Lockbox Account, the Prefunding Account, the Revenue Tax Account and security agreements and/or installment loans evidencing the ReceivablesNegative Carry Account (including without limitation any Eligible Investments and other property in such accounts); (g) the Interest Rate Swap AgreementContract Files; (h) all books, records and other documents relating to the foregoing; and (hi) all proceeds of the foregoing (including, but not by way of limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, recoveries, condemnation awards, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute, all or part or are included in the proceeds of any and of the foregoing), in each case whether now owned or hereafter acquired (all of the foregoing;foregoing being hereinafter referred to, collectively, as the "Collateral"). The foregoing grant of security interest does not constitute, and is not intended to result in a creation or an assumption by the Trustee, any Noteholder or the Note Insurer of any obligation of the Issuer, the Company, the Servicer or any other Person in connection with the Collateral or under any agreement or instrument relating thereto. Indenture

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes this Indenture to provide for an issue of Notes, designated its asset backed notes as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesprovided in this Indenture. All covenants and agreements made by the Owner Trustee Issuer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein)Noteholders. The Owner Trustee Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance delivery of this Indenture, the Issuer is entering into a Transfer and Servicing Agreement with Spiegel Credit Corporation III, a Delaware corporation, as Seller, and First Consumers National Bank, a national banking association, as Servicer, pursuant to which (a) the Seller will convey to the Issuer all of its right, title and interest in, to and under (i) the Collateral Certificate, which the Seller will have received from Spiegel Master Trust, and (ii) on and after the SMT Termination Date, the Receivables, which the Seller will have received from First Consumers National Bank pursuant to a Receivables Purchase Agreement and (b) the Servicer will agree to service the Receivables and make collections thereon on behalf of the Class A Notes Noteholders. Under the Receivables Purchase Agreement and the Class B NotesTransfer and Servicing Agreement, there is also being issued Receivables arising in the Certificate pursuant Accounts from time to time will be conveyed thereunder to the Trust AgreementIssuer. GRANTING CLAUSE The Owner Trustee Issuer hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner TrusteeIssuer's right, title and interest, whether now owned or hereafter existingacquired, in in, to and to under (a) the Collateral Certificate, (b) the Receivables, (c) Recoveries related to and all money, instruments, investment property and other property distributed or distributable in respect of (together with all earnings, dividends, distributions, income, issues, and profits relating to) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor pursuant to the Seller terms of the Transfer and contributed by the Seller to the Owner Trustee Servicing Agreement, this Indenture and any Indenture Supplement; (d) all Permitted Investments and all money, investment property, instruments and other property on deposit from time to time in, credited to or related to the Collection Account, the Series Accounts and all moneys received thereon the Excess Funding Account (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as subaccounts of the applicable Cutoff Date if paid by the respective Obligor after any such Cutoff Dateaccount), which will be paid and in all interest, dividends, earnings, income and other distributions from time to the Transferor); (b) the security interest time received, receivable or otherwise distributed or distributable thereto or in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property respect thereof (including the right to receive future Liquidation Proceeds) that shall secure any accrued discount realized on liquidation of any investment purchased at a Receivablediscount); (e) all rights, remedies, powers, privileges and claims of the Contribution Agreement, Issuer under or with respect to any Series Enhancement and the Transfer and Assignment Servicing Agreement and the Dealer Agreements (whether arising pursuant to the extent related terms of the Transfer and Servicing Agreement or otherwise available to the financed ReceivablesIssuer at law or in equity), including the rights of the Issuer to enforce the Transfer and Servicing Agreement, and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Transfer and Servicing Agreement to the same extent as the Issuer could but for the assignment and security interest granted to the Indenture Trustee for the benefit of the Noteholders; (f) the original retail installment contracts and security agreements and/or installment loans evidencing all proceeds of any Credit Insurance policies relating to the Receivables; (g) all proceeds of any derivative contracts between the Interest Rate Swap AgreementIssuer or FCNB and a counterparty, as described in any Indenture Supplement; and (h) all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, and advices of credit consisting of, arising from or related to the foregoing; (i) all other property of the Issuer; (j) all present and future claims, demands, causes 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 and or all of the foregoing;, including all proceeds, products, rents, receipts or profits of the conversion, voluntary or involuntary, into cash or other property, all cash and non-cash proceeds, and other property consisting of, arising from or relating to all or any part of any of the foregoing; and (k) any proceeds of the foregoing (collectively, the "Collateral"). ---------- LIMITED RECOURSE The obligation of the Issuer to make payments of principal, interest and other amounts in respect of the Notes is limited by recourse only to the Collateral.

PRELIMINARY STATEMENT. Pursuant The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to this Indenturethe Trustee for inclusion in the Trust Fund. On the Closing Date, there is hereby the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor has duly authorized the execution and delivery of eight Classes this Agreement to provide for the conveyance to the Trustee of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes the Loans and Class B-2 Notesthe issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Owner Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Class A NotesCertificates. The Depositor, as further defined hereinthe Master Servicer, the Securities Administrator and the Trustee are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated January 28, 2005, and a Prospectus Supplement, dated January 28, 2005 of the Depositor (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated January 28, 2005. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. As provided herein, the Trustee will make an election to treat the segregated pool of assets described in the definition of REMIC I (as defined herein), and subject to this Agreement, as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes and such segregated pool of assets will be designated as "REMIC I." The REMIC I Regular Interests will be the "regular interests" in REMIC I and Component R-1 of the Class A Notes and R Certificates will represent the sole Class B Notes, there is also being issued of "residual interests" in REMIC I for purposes of the Certificate pursuant to REMIC Provisions (as defined herein) under the Trust Agreementfederal income tax law. The Owner Trustee hereby Grants to following table irrevocably sets forth the Indenture Trusteedesignation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the benefit "latest possible maturity date" for each of the Holders REMIC I Regular Interests. None of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which REMIC I Regular Interests will be paid to the Transferor); certificated. Uncertificated Initial REMIC I REMIC I Uncertificated Latest Possible Regular Interest Designation Pass-Through Rate Principal Balance Maturity Date(1) ---------------------------- ----------------- ----------------- ---------------- LT-1SUB (b2) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; $ 45,049.52 February 25, 2035 LT-1GRP (c2) the interest of the Owner Trustee in any proceeds from claims on any risk default$ 750,825.32 February 25, physical damage2035 LT-2SUB (2) $ 5,534.87 February 25, credit life2035 LT-2GRP (2) $ 92,246.57 February 25, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; 2020 LT-ZZZ (d2) any property $ 842,178,126.26 February 25, 2035 LT-R (including the right to receive future Liquidation Proceeds2) that shall secure a Receivable; (e) the Contribution Agreement$ 100.00 February 25, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;2020 _________________

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests and the Class R-1 Residual Interest and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for sale to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class A Notes, as further defined hereinR Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Company and the Servicer are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) Trustee and the Note Insurer (as specified herein). The Owner Delaware Trustee is entering into this Indenture, and the Indenture Trustee is are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated October 21, 2005, and a Prospectus Supplement, dated December 20, 2005, of the Class A Notes Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated December 22, 2005. The Trust created hereunder is the “Trust” described in the Prospectus and the Class B Notes, there is also being issued Private Placement Memorandum and the Certificate pursuant to Certificates are the Trust Agreement“Certificates” described therein. The Owner Trustee hereby Grants to following tables set forth the Indenture Trusteedesignation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: Class Y-1 Regular Variable (2) $399,980.96 January 2036 Class Y-2 Regular Variable (3) 37,275.33 January 2036 Class Y-3 Regular Variable (4) 62,555.03 January 2036 Class Z-1 Regular Variable (2) 399,980.96 January 2036 Class Z-2 Regular Variable (3) 37,275.33 January 2036 Class Z-3 Regular Variable (4) 62,555.03 January 2036 Class R-1† Residual 5.285% 100.00 January 2036 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of “latest possible maturity date” shall be the Holders of the Final Maturity Date. † The Class A Notes and the Class B Notes, as their interests appear, and, subject R-1 Residual Interest is entitled to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant On the Closing Date, the Depositor will acquire the Mortgage Loans from Principal Commercial Funding, LLC, as seller ("Principal"), ▇▇▇▇▇ Fargo Bank, National Association, as seller ("▇▇▇▇▇ Fargo"), Bear ▇▇▇▇▇▇▇ Commercial Mortgage, Inc., as seller ("BSCMI"), ▇▇▇▇ ▇▇▇▇▇▇▇ Real Estate Finance, Inc., as seller ("JHREF") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc., as seller ("MSMC"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to this Indenture, there the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire (i) the REMIC I Regular Interests and the Class R-I Certificates as consideration for its transfer to the Trust of the Mortgage Loans; (ii) the REMIC II Regular Interests and the Class R-II Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; and (iii) the REMIC III Certificates (other than the portion of the Class P Certificates representing Excess Interest) as consideration for its transfer of the REMIC II Regular Interests to the Trust and the portion of the Class P Certificates representing Excess Interest as consideration for its transfer to the Trust of the Excess Interest. The Depositor has duly authorized the execution and delivery of eight Classes this Agreement to provide for the foregoing and the issuance of Notes(A) the REMIC I Regular Interests and the Class R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, designated as (B) the REMIC II Regular Interests and the Class A-1 NotesR-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II and (C) the REMIC III Certificates representing in the aggregate the entire beneficial ownership of REMIC III and, in the case of the Class A-2 NotesP Certificates, the Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 NotesP Grantor Trust. All covenants and agreements made by the Owner Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit and security of the Holders of the REMIC I Regular Interests, the REMIC II Regular Interests, the Residual Certificates, the REMIC Regular Certificates and the Class A Notes, as further defined hereinP Certificates to the extent of their interest in the Excess Interest. The parties hereto are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously The Class A, Class B, Class C, Class D and Class E Certificates will be offered for sale pursuant to the prospectus (the "Prospectus") dated December 9, 2003, as supplemented by the preliminary prospectus supplement dated January 9, 2004 (together with the issuance of Prospectus, the Class A Notes "Preliminary Prospectus Supplement"), and as further supplemented by the final prospectus supplement dated January 23, 2004 (together with the Prospectus, the "Final Prospectus Supplement"), and the Class B NotesX-1, there is also being issued the Certificate Class X-2, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificates will be offered for sale pursuant to the Trust Agreementa Private Placement Memorandum dated January 23, 2004. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of following sets forth the Class A Notes designation, Pass-Through Rate, initial Aggregate Certificate Balance (or initial Notional Amount) and Final Scheduled Distribution Date for each Class of REMIC I Regular Interests and the Class B NotesR-I Certificates comprising the interests in REMIC I, as their each Class of REMIC II Regular Interests and the Class R-II Certificates comprising the interests appear, and, subject in REMIC II and each Class of REMIC III Certificates comprising the interests in REMIC III created hereunder: REMIC I Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest will have a pass-through rate equal to the provisions hereof, for the benefit REMIC I Net Mortgage Rate of the Note Insurer related Mortgage Loan, an initial principal amount (the initial "Certificate Balance") equal to the Scheduled Principal Balance as of the Cut-Off Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates, and a "latest possible maturity date" set to the Swap Counterparty (until such time Maturity Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates. The Class R-I Certificate will be designated as the Interest Rate Swap Agreement has been terminated sole Class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all amounts owed to the Swap Counterparty Classes of REMIC I Regular Interests have been paid in full), all of . REMIC II The REMIC II Regular Interests have the Owner Trustee's right, title pass-through rates and interest Certificate Balances set forth in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which definition thereof. The Class R-II Certificates will be paid to designated as the Transferor); (b) the security interest sole Class of residual interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables REMIC II and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk defaultwill have no Certificate Balance and no Pass-Through Rate, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right but will be entitled to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and assets remaining in REMIC II after all Classes of the foregoing;REMIC II Regular Interests have been paid in full. REMIC III Initial Aggregate Initial Certificate Principal REMIC III Regular Pass-Through Balance or Notional Final Scheduled Interest Designation Rate(a) Amount Distribution Date(b) -------------------- ------- ------ -------------------- Class A-1 2.85% $115,000,000 October 13, 2008 Class A-2 3.94% $233,000,000 November 13, 2010 Class A-3 4.39% $127,000,000 May 13, 2013 Class A-4 4.66% $589,157,000 January 13, 2014 Class X-1(c) 0.12% $1,210,990,408 November 13, 2023 Class X-2(d) 0.91% $1,146,984,000 February 13, 2012 Class B 4.76% $31,789,000 January 13, 2014 Class C 4.79% $12,110,000 January 13, 2014 Class D 4.95% $24,220,000 January 13, 2016 Class E 4.90% $12,109,000 March 13, 2017 Class F 5.25% $9,083,000 December 13, 2017 Class G 5.34% $10,596,000 September 13, 2018 Class H 5.34% $9,082,000 September 13, 2018 Class J 5.03% $9,083,000 October 13, 2018 Class K 5.03% $3,027,000 October 13, 2018 Class L 5.03% $3,028,000 October 13, 2018 Class M 5.03% $3,027,000 November 13, 2018 Class N 5.03% $4,542,000 November 13, 2018 Class O 5.03% $3,027,000 November 13, 2018 Class P(e) 5.03% $12,110,408 November 13, 2023 Class R-III(f) N/A N/A N/A

PRELIMINARY STATEMENT. Pursuant On December 14, 2005 the Depositor formed ▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2005-4, as a Delaware statutory trust (the “Trust”) pursuant to (i) the Trust Agreement, dated as of December 14, 2005 (the “Original Trust Agreement”), among the Depositor, the Trustee and the Delaware Trustee and (ii) a Certificate of Trust, filed with the Secretary of State of the State of Delaware on December 14, 2005 (the “Certificate of Trust”). The parties to this IndentureAgreement desire to amend and restate the Original Trust Agreement in its entirety, there and, as evidenced by their signatures hereto, the Original Trust Agreement is hereby duly authorized amended, restated and replaced in its entirety as of the execution date first written above by this Agreement. Through this Agreement, the Depositor intends to cause the issuance and delivery sale of eight Classes the Trust’s Mortgage Pass-Through Certificates, Series 2005-4 (the “Certificates”) representing in the aggregate the entire beneficial ownership of Notesthe Trust, designated the primary assets of which are the Mortgage Loans (as Class A-1 Notesdefined below). On or prior to the Closing Date, Class A-2 Notesthe Depositor acquired the Mortgage Loans from ▇▇▇▇▇▇▇▇▇. On the Closing Date, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes the Depositor will sell the Mortgage Loans and Class B-2 Notescertain other property to the Trust and receive in consideration therefor Certificates evidencing the entire beneficial ownership interest in the Trust. All covenants and agreements made by The Trustee on behalf of the Owner Trustee herein are Trust shall make an election for the benefit and security of assets constituting REMIC I to be treated for federal income tax purposes as a REMIC. On the Holders of Startup Day, the Class A Notes, as further defined herein, REMIC I Regular Interests will be designated “regular interests” in such REMIC and the Class B NotesR-I Certificate will be designated the “residual interest” in such REMIC. The Trustee on behalf of the Trust shall make an election for the assets constituting REMIC II to be treated for federal income tax purposes as a REMIC. On the Startup Day, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes REMIC II Regular Interests will be designated “regular interests” in such REMIC and the Class B Notes, there is also being issued R-II Certificate will be designated the Certificate pursuant to “residual interest” in such REMIC. The Trustee on behalf of the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, shall make an election for the benefit of assets constituting REMIC III to be treated for federal income tax purposes as a REMIC. On the Holders of Startup Day, the Class A Notes REMIC III Regular Interests will be designated “regular interests” in such REMIC and the Class B Notes, as their interests appear, and, subject to R-III Certificate will be designated the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until “residual interest” in such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty REMIC. The Mortgage Loans will have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued an Outstanding Principal Balance as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Cut-off Date, which after deducting all Scheduled Principal due on or before the Cut-off Date, of $1,454,401,453. The initial principal amount of the Certificates will be paid to not exceed the Transferor); (b) sum of such Outstanding Principal Balance and the security interest in cash deposit made on the Financed Vehicles granted by the Obligors Closing Date pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest Section 2.01(a). In consideration of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreementmutual agreements herein contained, the Transfer and Assignment Agreement Depositor, the Master Servicer, the Securities Administrator, ▇▇▇▇▇▇▇▇▇, the Delaware Trustee and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;Trustee agree as follows:

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for conveyance to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class A Notes, as further defined herein, and R Certificates representing ownership of the Class B Notes, R-1 Residual Interest) representing in the Swap Counterparty (as specified herein) and aggregate the Note Insurer (as specified herein)entire beneficial interest in REMIC II. The Owner Trustee Company is entering into this IndentureAgreement, and the Indenture Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated May 20, 2003, and a Prospectus Supplement, dated May 20, 2003, of the Class A Notes Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated May 23, 2003. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Class B Notes, there is also being issued Private Placement Memorandum and the Certificate pursuant Certificates are intended to be the Trust Agreement“Certificates” described therein. The Owner Trustee hereby Grants to following tables set forth the Indenture Trusteedesignation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: Initial Class Principal Balance Class A-1-L Regular Variable (2) $1,312,286,100 .00 June 2033 Class A-2-L Regular Variable (2) 454,392,000 .00 June 2033 Class B-1-L Regular Variable (2) 19,084,500 .00 June 2033 Class B-2-L Regular Variable (2) 14,540,600 .00 June 2033 Class B-3-L Regular Variable (2) 7,270,200 .00 June 2033 Class B-4-L Regular Variable (2) 2,726,400 .00 June 2033 Class B-5-L Regular Variable (2) 2,726,400 .00 June 2033 Class B-6-L Regular Variable (2) 4,543,925 .97 June 2033 Class R-1+ Residual 4.449 100 .00 June 2033 * The Distribution Date in the specified month, which is the Distribution Date in the month following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of “latest possible maturity date” shall be the Holders of the Final Maturity Date. † The Class A Notes and the Class B Notes, as their interests appear, and, subject R-1 Residual Interest is entitled to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Trust has duly authorized the execution and delivery of eight Classes this Indenture to provide for the issuance of its Secured Notes, designated Series 2000-2 (the "Secured Notes"), as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesprovided in this Indenture. All covenants and agreements made by the Owner Trustee Trust herein are for the benefit and security of the Holders of the Class A Secured Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee Trust is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance All things necessary to make this Indenture a valid agreement of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreementin accordance with its terms have been done. GRANTING CLAUSE The Owner Trustee Trust hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Class A Notes and the Class B Secured Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner TrusteeTrust's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, (whether now owned or existing or at any time hereafter existing, acquired or arising) in and to (a) the Receivables identified on Mortgage Loans in the Mortgage Loan Schedule of Receivables absolutely assigned by the Transferor attached as Schedule I to the Seller Assignments (including property that secures a Mortgage Loan that becomes an REO Property), including the related Mortgage File, (and contributed including any surety agreements, in the case of the Mortgage Loans secured by Business Purpose Properties) including all payments of principal received, collected or otherwise recovered after the Seller to Cut-Off Date for each Mortgage Loan, all payments of interest due on each Mortgage Loan after the Owner Trustee from time to time Cut-Off Date therefor whenever received and all moneys other proceeds received thereon (in respect of such Mortgage Loans, including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Dateprepayment penalties and any Qualified Substitute Mortgage Loan, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Sale and all Certificates of Title to such Financed Vehicles; Servicing Agreement, (c) the interest of the Owner Trustee in any proceeds from claims on any risk defaultInsurance Proceeds, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; Assignments, (e) the Contribution Agreementservicing rights relating to such Mortgage Loans, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) all "accounts," "general intangibles," "instruments," "deposit accounts," and "investment property" (as such terms are defined in the original retail installment contracts UCC) constituting or relating to any of the foregoing, and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the all proceeds of any and all of the foregoing;, including without limitation, all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Secured Notes equally and ratably without prejudice, priority or distinction between any Secured Note and any other Secured Note by reason of difference in time of issuance or otherwise to secure (x) the payment of all amounts due on the Secured Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Appendix I are used with the meanings given in said Appendix I. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the end that the interests of the Holders of the Secured Notes may be adequately and effectively protected. In addition, the Indenture Trustee agrees that it will acknowledge the Grant on each Transfer Date of the related Mortgage Loans pursuant to the terms of the related Assignment, provided that the conditions precedent to the pledge of such Mortgage Loans contained in the Sale and Servicing Agreement are satisfied on or prior to such Transfer Date.

PRELIMINARY STATEMENT. Pursuant The Depositor is conveying assets to this Indenture, there is hereby the Trustee and has duly authorized the execution and delivery of eight Classes this Agreement to provide for the formation of Notes, designated a trust to be known as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes "Allegiance Capital Trust I" and Class B-2 Notesthe issuance of the Certificates issuable as provided in this Agreement. All covenants and agreements made by the Owner Trustee Depositor, the Trustee, and the Servicer herein are for the benefit and security of the Holders of the Class A NotesCertificates. The Depositor, as further defined hereinthe Trustee and the Servicer are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance All things necessary to make this Agreement a valid agreement of the Class A Notes Depositor, the Trustee and the Class B NotesServicer in accordance with its terms have been done. CONVEYANCE CLAUSE ------------------ The Depositor does hereby transfer, there is also being issued the Certificate pursuant assign, set over, and otherwise convey to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the ratable benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)Certificates, all of the Owner TrusteeDepositor's rights, title and interest in and to the following and any and all benefits accruing to the Depositor from (but none of the obligations under): (a) the Loans and all payments received on or with respect to the Loans and due after their applicable Cut-Off Dates; (b) the Depositor's rights and interests in the Loan Collateral; (c) any rights of the Depositor under each Insurance Policy related to the Loans or the Loan Collateral and Insurance Proceeds; (d) the Loan Acquisition Agreement, the Servicing Agreement and any other Transaction Documents to which the Depositor is a party; (e) all amounts from time to time on deposit in the Collection Account and the Reserve Account (including any Eligible Investments and other property in such accounts); (f) the Loan Files; and (g) proceeds of the foregoing (including all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part or are included in the proceeds of any of the foregoing), in each case whether now owned or hereafter acquired, (all of the foregoing being hereinafter referred to as the "Trust Estate"). The foregoing transfer, assignment, set over and conveyance does not constitute and is not intended to result in a creation or an assumption by the Trustee or any Certificateholder of any obligation of the Depositor, the Company, the Servicer or any other Person in connection with the Trust Estate or under any agreement or instrument relating thereto. The Trustee acknowledges its acceptance on behalf of the Certificateholders of all right, title and interest previously held by the Depositor in and to the Trust Estate, and declares that it shall maintain such right, title and interest in accordance with the provisions hereof and to: GRANTING CLAUSE FIRST All agrees to perform the duties herein required to the best of its ability so that the interests of the Owner Trustee's right, title Certificateholders may be adequately and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;effectively protected.

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates), the Class R-2 Residual Interest and the Variable Servicing Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates and the Variable Servicing Interest. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for conveyance to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the Variable Servicing Interest and the Certificates, such Variable Servicing Interest and Certificates (other than the portion of the Class A Notes, as further defined herein, and R Certificates representing ownership of the Class B Notes, R-1 Residual Interest) representing in the Swap Counterparty (as specified herein) and aggregate the Note Insurer (as specified herein)entire beneficial interest in REMIC II. The Owner Trustee Company is entering into this IndentureAgreement, and the Indenture Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus and a Prospectus Supplement, each dated January 23, 2002, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated January 28, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class A Notes Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests, the Variable Servicing Interest and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Certificate Initial Class Interest and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit Type of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Principal Final Maturity R-1 Residual Interest Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a1) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon Balance Date* ------------------------- ------------ -------------------- -------------------- ------------------------ Class A-1-L Regular Variable (including amounts received on any Extended Service Agreements relating thereto2) after the respective Cutoff Dates $ 106,500,000.00 February 2032 Class A-2-L Regular Variable (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); 2) 169,000,000.00 February 2032 Class A-3-L Regular Variable (b2) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; 192,000,000.00 February 2032 Class A-4-L Regular Variable (c2) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; 101,029,000.00 February 2032 Class A-5-L Regular Variable (d2) any property 236,200,000.00 February 2032 Class A-6-L Regular Variable (including the right to receive future Liquidation Proceeds2) that shall secure a Receivable; 27,972,000.00 February 2032 Class B-1-L Regular Variable (e2) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements 11,188,000.00 February 2032 Class B-2-L Regular Variable (to the extent related to the financed Receivables); 2) 7,315,000.00 February 2032 Class B-3-L Regular Variable (f2) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; 4,303,000.00 February 2032 Class B-4-L Regular Variable (g2) the Interest Rate Swap Agreement; and 1,721,000.00 February 2032 Class B-5-L Regular Variable (h2) the proceeds of any and all of the foregoing;860,000.00 February 2032 Class B-6-L Regular Variable (2) 2,585,725.31 February 2032 Class R-1'D' Residual 5.754% 100.00 February 2032

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 this Indenture to provide for its Mortgage-Backed LIBOR Notes, Class A-2 A, Series 1999-1 (the "Notes"), Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesissuable as provided in this Indenture. All covenants and agreements made by the Owner Trustee Issuer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) Notes and the Note Insurer (as specified herein)Insurer. The Owner Trustee Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance All things necessary to make this Indenture a valid agreement of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust AgreementIssuer in accordance with its terms have been done. Granting Clause The Owner Trustee Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)Insurer, all of the Owner TrusteeIssuer's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on Mortgage Loans listed in Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the Schedule of Receivables absolutely assigned by the Transferor related Mortgage Files delivered or to be delivered to the Seller and contributed by Custodian, on behalf of the Seller Indenture Trustee, pursuant to the Owner Trustee from time Custody Agreement, all payments of principal received, collected or otherwise recovered on and after the Cut-off Date for each Mortgage Loan (other than any principal or interest payments due prior to time the Cut-off Date), all payments of interest (but not including prepayment charges) accruing on each Mortgage Loan on and after the Cut-off Date therefor whenever received and all moneys other proceeds received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as in respect of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff DateMortgage Loans, which will be paid to the Transferor); (b) the security interest interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed VehiclesMortgaged Properties; (c) the interest of the Owner Trustee in any proceeds from claims on any risk defaultrights under certain primary mortgage and hazard insurance policies, physical damageif any, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff DatesMortgaged Properties; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a ReceivableIssuer's rights under the underlying Purchase and Sale Agreements; (e) the Contribution Agreement, Issuer's rights under the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables)Sale Agreements; (f) the original retail installment contracts and security agreements and/or installment loans evidencing Issuer's rights under the ReceivablesMaster Servicing Agreement; (g) amounts on deposit relating to the Interest Rate Swap AgreementMortgage Loans in the Collection Account and Note Payment Account; (h) all other ancillary or incidental funds, rights and properties related to the foregoing; and (hi) all proceeds of the foregoing. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Indenture Trustee acknowledges such ▇▇▇▇▇, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the end that the interests of the Holders of the Notes may be adequately and effectively protected. The Indenture Trustee agrees that it will hold the FSA Policy in trust and that it will hold any proceeds of any claim upon the FSA Policy, solely for the use and all benefit of the foregoing;Noteholders in accordance with the terms hereof and the FSA Policy.

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest and the Variable Servicing Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates and the Variable Servicing Interest. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for conveyance to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the Variable Servicing Interest and the Certificates, such Variable Servicing Interest and Certificates (other than the portion of the Class A Notes, as further defined herein, and R Certificates representing ownership of the Class B Notes, R-1 Residual Interest) representing in the Swap Counterparty (as specified herein) and aggregate the Note Insurer (as specified herein)entire beneficial interest in REMIC II. The Owner Trustee Company is entering into this IndentureAgreement, and the Indenture Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated February 10, 2004, and a Prospectus Supplement, dated July 21, 2004, of the Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated July 23, 2004. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class A Notes Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests, the Certificates and the Variable Servicing Interest: Class Designation for each REMIC I Regular Interest and the Class B NotesR-1 Residual Interest Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Final Maturity Date* Class A-1-L Regular Variable (2) $ 408,000,000.00 August 2034 Class A-2-L Regular Variable (2) 82,079,000.00 August 2034 Class A-3-L Regular Variable (2) 40,247,000.00 August 2034 Class A-4-L Regular Variable (2) 61,247,000.00 August 2034 Class A-5-L Regular Variable (2) 50,821,000.00 August 2034 Class A-6-L Regular Variable (2) 48,512,000.00 August 2034 Class A-7-L Regular Variable (2) 134,641,000.00 August 2034 Class B-1-L Regular Variable (2) 10,700,000.00 August 2034 Class B-2-L Regular Variable (2) 7,704,000.00 August 2034 Class B-3-L Regular Variable (2) 5,566,000.00 August 2034 Class B-4-L Regular Variable (2) 3,424,000.00 August 2034 Class B-5-L Regular Variable (2) 1,713,000.00 August 2034 Class B-6-L Regular Variable (2) 1,286,127.07 August 2034 Class R-1† Residual 3.963% 100.00 August 2034 * The Distribution Date in the specified month, there which is also being issued the Certificate pursuant to Distribution Date in the Trust Agreementmonth following the month the latest maturing Mortgage Loan matures. The Owner Trustee hereby Grants to the Indenture TrusteeFor federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of “latest possible maturity date” shall be the Holders of the Final Maturity Date. † The Class A Notes and the Class B Notes, as their interests appear, and, subject R‑1 Residual Interest is entitled to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest and will be the owner of the REMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the Certificates (other than the Class PPP Certificates) from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the Certificates (other than the Class PPP Certificates). The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for sale to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class A Notes, as further defined hereinR-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, and the Class B NotesPPP Certificates, (iii) the Swap Counterparty conveyance to the Trust of the REMIC I Regular Interests, (as specified hereiniv) the issuance to the Company of the REMIC II Regular Interests and the Note Insurer Class R-2 Residual Interest representing in the aggregate the entire beneficial interest in REMIC II, (as specified hereinv) the conveyance to the Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates (other than the Class PPP Certificates). The Owner Trustee is Company and the Servicer are entering into this IndentureAgreement, and the Indenture Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance of the Class A Notes Junior Subordinate Certificates and the Class B NotesPPP Certificates, there is also being issued the Certificate have been offered for sale pursuant to a Prospectus, dated October 21, 2005, and a Prospectus Supplement, dated October 21, 2005, of the Trust AgreementCompany (together, the “Prospectus”). The Owner Trustee hereby Grants Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated October 25, 2005. The Trust created hereunder is the Indenture Trustee“Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests the Class R Residual Interests: Class Designation for each REMIC I Regular Interest and Certificate Initial Class the Class R-1 Type of Interest Principal Final Maturity Class LT1 Regular Variable (2) $3,900,664,441.76 October 2045 Class LT2 Regular Variable (2) 178,789.88 October 2045 Class LT3 Regular Variable (3) 211,336.71 October 2045 Class LT4 Regular Variable (4) 211,336.71 October 2045 Class R-1† Residual 4.963% 100.00 October 2045 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of “latest possible maturity date” shall be the Holders of the Final Maturity Date. † The Class A Notes and the Class B Notes, as their interests appear, and, subject R-1 Residual Interest is entitled to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trustee for inclusion in the Trust Fund. On the Closing Date, there is hereby the Company will acquire the Certificates from the REMIC I Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of eight Classes this Agreement to provide for the conveyance to the Trustee of Notesthe Mortgage Loans and the issuance to the Company of the Certificates, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. representing in the aggregate the entire beneficial ownership of REMIC I. All covenants and agreements made by the Owner Company and the Trustee herein with respect to the Mortgage Loans and the other property constituting the assets of REMIC I are for the benefit and security of the Holders from time to time of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein)Certificates. The Owner Trustee Company is entering into this IndentureAgreement, and the Indenture Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated October 5, 2001, and a Prospectus Supplement, dated December 10, 2001, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated December 12, 2001. The Trust Fund created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following table sets forth the designation, type of interest, Certificate Interest Rate, initial Class A Notes Principal Balance and Final Maturity Date for the Certificates: REMIC I Interests Class Designation for each Class of Certificate Initial Class Certificates Type of Interest Principal Final Maturity and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the R Residual Interest Rate (1) Balance Date* Interest ------------------------ ------------ -------------------- -------------------- ------------------------ Class A Notes and the Regular Variable (2) $266,523,000.00 December 2031 Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty B-1 Regular Variable (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to 2) 3,027,000.00 December 2031 Class B-2 Regular Variable (a2) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon 2,063,000.00 December 2031 Class B-3 Regular Variable (including amounts received on any Extended Service Agreements relating thereto2) after the respective Cutoff Dates 1,513,000.00 December 2031 Class B-4 Regular Variable (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); 2) 963,000.00 December 2031 Class B-5 Regular Variable (b2) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; 550,000.00 December 2031 Class B-6 Regular Variable (c2) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; 552,859.62 December 2031 Class R (d3) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;Residual 6.025% $100.00 December 2031

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes this Indenture to provide for an issue of Notes, designated its asset backed notes as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesprovided in this Indenture. All covenants and agreements made by the Owner Trustee Issuer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein)Noteholders. The Owner Trustee Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance amendment and restatement of this Indenture, the Class A Notes Issuer is amending and restating a Transfer and Servicing Agreement with First Consumers National Bank, a national banking association, as Servicer (which amendment and restatement will, among other things, substitute First Consumers Credit Corporation, a Delaware corporation for First Consumers National Bank as Seller under that Agreement), pursuant to which (a) the Class B NotesSeller will convey to the Issuer all of its right, there is also being issued title and interest in, to and under (i) the Certificate Collateral Certificate, which the Seller will have received from First Consumers Master Trust, and (ii) on and after the FCMT Termination Date, the Receivables which the Seller will have received from First Consumers National Bank pursuant to the Trust Receivables Purchase Agreement, dated as of the date hereof, and (b) the Servicer will agree to service the Receivables and make collections thereon on behalf of the Noteholders. Under the Receivables Purchase Agreement and the Transfer and Servicing Agreement, Receivables arising in the Accounts from time to time will be conveyed thereunder to the Issuer. GRANTING CLAUSE The Owner Trustee Issuer hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)Enhancement Providers, all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner TrusteeIssuer's right, title and interest, whether now owned or hereafter existingacquired, in in, to and to under (a) the Collateral Certificate, (b) the Receivables, (c) Recoveries related to and all money, instruments, investment property and other property distributed or distributable in respect of (together with all earnings, dividends, distributions, income, issues, and profits relating to) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor pursuant to the Seller terms of the Transfer and contributed by Servicing Agreement, this Indenture and any Indenture Supplement; (d) the Seller rights to receive certain amounts paid or payable as Interchange (if and to the Owner Trustee extent provided for in any Indenture Supplement), (e) all rights to security for any Receivables (including rights to bank accounts or certificates of deposit pledged as collateral), (f) all Permitted Investments and all money, investment property, instruments and other property on deposit from time to time in, credited to or related to the Collection Account, the Series Accounts and all moneys received thereon the Excess Funding Account (including amounts received any subaccounts of any such account), and in all interest, dividends, earnings, income and other distributions from time to time received, receivable or otherwise distributed or distributable thereto or in respect thereof (including any accrued discount realized on liquidation of any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferorinvestment purchased at a discount); (bg) all rights, remedies, powers, privileges and claims of the security interest in Issuer under or with respect to any Series Enhancement and the Financed Vehicles granted by the Obligors Transfer and Servicing Agreement (whether arising pursuant to the Receivables and all Certificates terms of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Servicing Agreement and the Dealer Agreements (or otherwise available to the extent related Issuer at law or in equity), including the rights of the Issuer to enforce the Transfer and Servicing Agreement, and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the financed Receivables)Transfer and Servicing Agreement to the same extent as the Issuer could but for the assignment and security interest granted to the Indenture Trustee for the benefit of the Noteholders; (fh) the original retail installment contracts and security agreements and/or installment loans evidencing all proceeds of any Credit Insurance policies relating to the Receivables; (gi) the Interest Rate Swap Agreement; and (h) the all proceeds of any derivative contracts between the Issuer or FCNB and a counterparty, as described in any Indenture Supplement; (j) all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, and advices of credit consisting of, arising from or related to the foregoing; (k) all other property of the Issuer; (l) all present and future claims, demands, causes 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, products, rents, receipts or profits of the conversion, voluntary or involuntary, into cash or other property, all cash and non-cash proceeds, and other property consisting of, arising from or relating to all or any part of any of the foregoing; and (m) any proceeds of the foregoing (collectively, the "Collateral"). ---------- LIMITED RECOURSE The obligation of the Issuer to make payments of principal, interest and other amounts in respect of the Notes is limited by recourse only to the Collateral.

PRELIMINARY STATEMENT. Pursuant to this IndentureEach Seller is the owner in fee simple of the lands identified as being owned by such Seller and described on Exhibit A annexed hereto (the "Lands"), there is hereby duly authorized (b) the execution buildings and delivery of eight Classes of Notesother improvements presently located on such Lands (the "Improvements"), designated as Class A-1 Notes(c) all fixtures, Class A-2 Notesequipment and machinery on such Lands and in the Improvements used in connection with the ownership, Class A-3-A Notesoperation, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes maintenance and Class B-2 Notes. All covenants repair thereof but excluding all trade fixtures and agreements made personal property owned by the Owner Trustee herein are existing tenants (the "Personal Property"), (d) the rights, as landlord, under the leases described on Exhibit B annexed hereto, including all rights under any guarantees thereof and any security given for the benefit and security performance of the Holders of tenant's obligations under such Leases (collectively the Class A Notes, as further defined herein"Leases"), and the Class B Notes(e) all easements, the Swap Counterparty licenses, rights (as specified hereinincluding any development rights) and appurtenances relating to the Note Insurer Lands and the Improvements (as specified hereinthe "Rights"). The Owner Trustee is entering into this IndentureSellers desire to sell, convey, transfer and assign to Purchaser, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant Purchaser desires to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, andacquire from Sellers, subject to the provisions hereof, for the benefit terms and conditions of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution this Agreement, the Transfer and Assignment Agreement Lands, the Improvements, the Personal Property, the Leases and the Dealer Agreements Rights and certain other property herein described (all such property intended to be sold, conveyed, transferred or assigned by each Seller to Purchaser being herein called the "Property", and all such Property being herein collectively called the "Properties"). NJ Mortgage Acquisitions LLC ("Mortgagee") currently is the owner and holder of a certain Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filings, all dated January 22, 1998 encumbering, among other properties, the Properties, (such Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filings, together with all other liens, assignments, security interests and pledges held by Mortgagee relating to the extent related Properties being herein called the "Loan Documents"). Mortgagee has commenced an action against Sellers and certain other parties to foreclose the financed ReceivablesLoan Documents and to obtain certain other relief in the United States District Court, District of New Jersey (Civil Action No. 01 CIV 1411 (JCL); ) and such action is currently pending (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;"Mor▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇eeding").

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for conveyance to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class A Notes, as further defined hereinR Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Company and the Servicer are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) Trustee and the Note Insurer (as specified herein). The Owner Delaware Trustee is entering into this Indenture, and the Indenture Trustee is are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated April 20, 2005, and a Prospectus Supplement, dated June 24, 2005, of the Class A Notes Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated June 28, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Class B Notes, there is also being issued Private Placement Memorandum and the Certificate pursuant Certificates are intended to be the Trust Agreement“Certificates” described therein. The Owner Trustee hereby Grants to following tables set forth the Indenture Trusteedesignation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: Class CB-1-L Regular 5.500% $ 200,834,000.00 July 2035 Class CB-3-L Regular 5.500%(2) 6,500,000.00 July 2035 Class CB-4-L Regular 5.500% 68,375,800.00 July 2035 Class CB-5-L Regular 5.500% 11,240,000.00 July 2035 Class CB-6-L Regular (3) 14,998,280.00 July 2035 Class CB-7-L Regular (4) 5,453,920.00 July 2035 Class CB-8-L Regular 5.000% 2,500,000.00 July 2035 Class CB-9-L Regular 5.500% 1,000,000.00 July 2035 Class CB-10-L Regular 6.000% 2,500,000.00 July 2035 Class CB-11-L Regular (5) 51,007,000.00 July 2035 Class CB-12-L Regular (6) 4,637,000.00 July 2035 Class CB-13-L Regular 5.500% 7,385,000.00 July 2035 Class CB-14-L Regular 5.500% 128,640,700.00 July 2035 Class X-L Regular 5.500%(7) ----- July 2035 Class P-L Regular (8) 405,129.00 July 2035 Class B-1-L Regular 5.500% 9,282,000.00 July 2035 Class B-2-L Regular 5.500% 5,834,000.00 July 2035 Class B-3-L Regular 5.500% 3,712,000.00 July 2035 Class B-4-L Regular 5.500% 2,652,000.00 July 2035 Class B-5-L Regular 5.500% 2,121,000.00 July 2035 Class B-6-L Regular 5.500% 1,328,156.33 July 2035 Class R-1† Residual 5.500% 100.00 July 2035 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of “latest possible maturity date” shall be the Holders of the Final Maturity Date. † The Class A Notes and the Class B Notes, as their interests appear, and, subject R-1 Residual Interest is entitled to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant On the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC, as seller (“MSMCH”), and Bank of America, National Association, as seller (“BANA”), and will be the owner of the Mortgage Loans and the other property being conveyed by it to this Indenture, there the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire: (i) the REMIC I Regular Interests and, to the extent they represent the REMIC I Residual Interest, the Class R Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Regular Certificates (other than the portion of the Class J Certificates representing the right to receive Excess Interest), the EC Trust REMIC III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class R Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the EC Trust Certificates as consideration for its transfer of the EC Trust REMIC III Regular Interests to the Trust; (v) the Swap Certificates as consideration for its transfer of the Swap REMIC III Regular Interests to the Trust; and (vi) the portion of the Class J Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such right. The Depositor has duly authorized the execution and delivery of eight Classes this Agreement to provide for the foregoing and the issuance of Notes(A) the REMIC I Regular Interests and, designated as to the extent they represent the REMIC I Residual Interest, the Class A-1 NotesR Certificates, representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and, to the extent they represent the REMIC II Residual Interest, the Class A-2 NotesR Certificates, representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC III Regular Certificates, the EC Trust REMIC III Regular Interests, the Swap REMIC III Regular Interests and, to the extent they represent the REMIC III Residual Interest, the Class A-3-A NotesR Certificates, representing in the aggregate the entire beneficial ownership of REMIC III, (D) the EC Trust Certificates, representing in the aggregate the entire beneficial ownership of the EC Trust, (E) the Swap Certificates, representing in the aggregate the entire beneficial ownership of the Swap Grantor Trust and (F) in the case of the Class A-3-B NotesJ Certificates, representing in the aggregate the entire beneficial ownership of the Class A-4 Notes, J Grantor Trust. Excess Interest received on the Mortgage Loans shall be held in the Class B-1 Notes and J Grantor Trust for the benefit of the Holders of the Class B-2 NotesJ Certificates. All covenants and agreements made by the Owner Trustee Depositor herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit of the holders of the REMIC I Regular Interests, the holders of the REMIC II Regular Interests, the Holders of the REMIC III Regular Certificates, the holders of the EC Trust REMIC III Regular Interests, the Holders of the EC Trust Certificates, the holders of the Swap REMIC III Regular Interests, the Holders of the Swap Certificates and security of the Holders of the Class A Notes, as further defined hereinR Certificates. The parties hereto are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of The Class A Senior Certificates (other than the Class A Notes A-3FL and Class A-3FX Certificates), the EC Trust Certificates and the Class B NotesX-A Certificates (collectively, there is also being issued the Certificate “Registered Certificates”) were offered for sale pursuant to the Trust AgreementDepositor’s prospectus dated December 31, 2012 (the “Prospectus”), as supplemented by a free writing prospectus dated April 8, 2013, as further supplemented by the free writing prospectus dated April 15, 2013 (collectively, the “Free Writing Prospectus”, and together with the Prospectus, the “Preliminary Prospectus”), and as further supplemented by the final prospectus supplement dated the Pricing Date (the “Prospectus Supplement”, and together with the Prospectus, the “Final Prospectus”). The Owner Trustee hereby Grants to the Indenture TrusteeClass A-3FL, for the benefit of the Holders of the Class A Notes A-3FX, Class X-B, Class D, Class E, Class F, Class G, Class H, Class J and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which R Certificates will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors offered for sale pursuant to a Preliminary Private Placement Memorandum dated April 8, 2013 (the Receivables “Preliminary Private Placement Memorandum”) and all Certificates of Title to such Financed Vehicles; a final Private Placement Memorandum dated the Pricing Date (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables“Private Placement Memorandum”); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class PPP, Class 3-A-4 Certificates and the Class R-1 and Class R-2 Residual Interests), the Class 3-A-4-M Regular Interest and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of those Certificates and Regular and Residual Interests. Thereafter on the Closing Date, the Company will acquire the Class 3-A-4 Certificates as consideration for its transfer to the Trust of the Class 3-A-4-M Regular Interest. The Company has duly authorized the execution and delivery of eight Classes this Agreement to provide for (i) the conveyance to the Trust of Notesthe Mortgage Loans and certain other assets, designated as (ii) the issuance to the Company of the REMIC I Regular Interests and the Class A-1 NotesR-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I and the Class PPP Certificates, (iii) the conveyance to the Trust of the REMIC I Regular Interests, (iv) the issuance to the Company of the REMIC II Regular Interests and the Class A-2 NotesR-2 Residual Interest representing in the aggregate the entire beneficial interest in REMIC II, (v) the conveyance to the Trust of the REMIC II Regular Interests, (vi) the issuance to the Company of the Certificates (other than the Class A-33-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants PPP Certificates) and agreements made by the Owner Trustee herein are for Class 3-A-4-M Regular Interest, representing in the benefit and security of aggregate the Holders entire beneficial interest in REMIC III, (vii) the conveyance to the Trust of the Class A Notes, as further defined herein3-A-4-M Regular Interest and (viii) the issuance to the Company of the Class 3-A-4 Certificates. The Company and the Servicer are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) Trustee and the Note Insurer (as specified herein). The Owner Delaware Trustee is entering into this Indenture, and the Indenture Trustee is are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance of the Class A Notes Junior Subordinate Certificates and the Class B NotesPPP Certificates, there is also being issued the Certificate have been offered for sale pursuant to a Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated January 27, 2006, of the Trust AgreementCompany (together, the “Prospectus”). The Owner Trustee hereby Grants Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated January 30, 2006. The Trust created hereunder is the Indenture Trustee“Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the benefit of REMIC I Regular Interests, the Holders of REMIC II Regular Interests, the Class A Notes REMIC III Regular Interests and the Class B NotesR Residual Interests: Class C-Y-1 Regular 5.500% $ 12,484.35 February 2021 Class C-Y-2 Regular 7.000% 49,316.12 February 2036 Class C-Y-3 Regular 5.750% 263,791.01 February 2036 Class C-Y-4 Regular 6.500% 62,585.22 February 2036 Class C-Z-1 Regular 5.500% 24,956,207.64 February 2021 Class C-Z-2 Regular 7.000% 97,663,407.45 February 2036 Class C-Z-3 Regular 5.750% 527,318,226.23 February 2036 Class C-Z-4 Regular 6.500% 123,940,941.12 February 2036 Class C-X-M Regular 6.500%(2) ----- February 2036 Class C-P-M Regular (3) 4,420,231.22 February 2036 Class R-1† Residual 5.750% 100.00 February 2036 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as their interests appear, and, subject to the provisions hereofapplicable) matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of “latest possible maturity date” shall be the Note Insurer and the Swap Counterparty (until such time as the Final Maturity Date. † The Class R-1 Residual Interest Rate Swap Agreement has been terminated and all amounts owed is entitled to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest and the Variable Servicing Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates and the Variable Servicing Interest. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for conveyance to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the Variable Servicing Interest and the Certificates, such Variable Servicing Interest and Certificates (other than the portion of the Class A Notes, as further defined herein, and R Certificates representing ownership of the Class B Notes, R-1 Residual Interest) representing in the Swap Counterparty (as specified herein) and aggregate the Note Insurer (as specified herein)entire beneficial interest in REMIC II. The Owner Trustee Company is entering into this IndentureAgreement, and the Indenture Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated May 20, 2003, and a Prospectus Supplement, dated August 21, 2003, of the Class A Notes Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated August 26, 2003. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Class B Notes, there is also being issued Private Placement Memorandum and the Certificate pursuant Certificates are intended to be the Trust Agreement“Certificates” described therein. The Owner Trustee hereby Grants to following tables set forth the Indenture Trusteedesignation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests, the Certificates and the Variable Servicing Interest: Type of Interest Certificate Interest Rate (1) Initial Class Principal Balance Class I-A-1-L Regular Variable (2) $244,000,000 .00 September 2033 Class I-A-2A-L Regular Variable (2) 83,000,000 .00 September 2033 Class I-A-2B-L Regular Variable (2) 20,000,000 .00 September 2033 Class I-A-3-L Regular Variable (2) 169,500,000 .00 September 2033 Class I-A-4-L Regular Variable (2) 112,000,000 .00 September 2033 Class I-A-5-L Regular Variable (2) 116,750,000 .00 September 2033 Class I-A-6-L Regular Variable (2) 226,750,000 .00 September 2033 Class I-A-7-L Regular Variable (2) 185,813,200 .00 September 2033 Class II-A-L Regular Variable (2) 300,303,500 .00 September 2033 Class I-B-1-L Regular Variable (2) 12,507,300 .00 September 2033 Class I-B-2-L Regular Variable (2) 9,529,300 .00 September 2033 Class I-B-3-L Regular Variable (2) 4,764,700 .00 September 2033 Class I-B-4-L Regular Variable (2) 1,786,700 .00 September 2033 Class I-B-5-L Regular Variable (2) 1,786,800 .00 September 2033 Class I-B-6-L Regular Variable (2) 2,977,930 .36 September 2033 Class II-B-1-L Regular Variable (2) 3,242,400 .00 September 2033 Class II-B-2-L Regular Variable (2) 2,316,000 .00 September 2033 Class II-B-3-L Regular Variable (2) 1,235,100 .00 September 2033 Class II-B-4-L Regular Variable (2) 463,200 .00 September 2033 Class II-B-5-L Regular Variable (2) 463,200 .00 September 2033 Class II-B-6-L Regular Variable (2) 772,063 .79 September 2033 Class R-1+ Residual 4.104 100 .00 September 2033 * The Distribution Date in the specified month, which is the Distribution Date in the month following the month the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of “latest possible maturity date” shall be the Holders of the Final Maturity Date. † The Class A Notes and the Class B Notes, as their interests appear, and, subject R-1 Residual Interest is entitled to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant The Seller intends to sell the HELOCs (as hereinafter identified) to the Purchaser on the terms and subject to the conditions set forth in this IndentureAgreement. The Purchaser intends to sell the HELOCs to ACE Home Equity Loan Trust, there is hereby duly authorized Series 2006-GP1, a Delaware statutory trust (the execution “Issuer”) established pursuant to a Trust Agreement, between the Purchaser and delivery Wilmington Trust Company (the “Owner Trustee”), dated as of eight Classes May 25, 2006, as amended and restated by the Amended and Restated Trust Agreement, dated as of NotesMay 31, designated as Class A-1 Notes2006 (together, Class A-2 Notesthe “Trust Agreement”), Class A-3-A Notesamong the Purchaser, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by the Owner Trustee herein are for and LaSalle Bank National Association (“LaSalle Bank” in such capacity, the benefit “Securities Administrator”), pursuant to a Sale and security Servicing Agreement, dated as of May 31, 2006 (the Holders of “Sale and Servicing Agreement”) among the Class A NotesPurchaser, as further defined herein, and the Class B NotesDepositor, the Swap Counterparty Issuer, GreenPoint Mortgage Funding, Inc., as Originator and as Servicer, the Seller, Deutsche Bank National Trust Company, as indenture trustee (as specified hereinthe “Indenture Trustee”) and LaSalle Bank as Securities Administrator and as master servicer (in such capacity, the Note Insurer (as specified herein“Master Servicer”). The Owner Trustee is entering into this Indenture, and Issuer intends to pledge the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants HELOCs to the Indenture Trustee, pursuant to an Indenture, dated as of May 31, 2006 (the “Indenture”) among the Issuer, the Indenture Trustee and the Securities Administrator for the benefit of the Holders holders of ACE Securities Corp. Home Equity Loan Trust, Series 2006-GP1, Asset Backed Securities and Financial Security Assurance Inc. (the “Note Insurer”). The Securities issued under the Indenture and the Trust Agreement (the “Securities”) will consist of one class of notes (the “Notes”) and three classes of certificates (the “Certificates”). The Purchaser will sell the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty Deutsche Bank Securities Inc. (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full“DBSI”), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Second Amended and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Restated Underwriting Agreement, dated as of June 24, 1999, as amended and restated to and including January 25, 2006, between the Transfer Purchaser and Assignment Agreement DBSI, and the Dealer Agreements Terms Agreement, dated May 30, 2006 (collectively, the “Underwriting Agreement”), between the Purchaser and DBSI. Capitalized terms used but not defined herein shall have the meanings set forth in Appendix A to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;Indenture. The parties hereto agree as follows:

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes of this Indenture to provide for its Asset Backed Notes, designated as Class A-1 NotesSeries 1999-2, Class A-2 A (the "Notes"), Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesissuable as provided in this Indenture. All covenants and agreements made by the Owner Trustee Issuer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) Notes and the Note Insurer (as specified herein)Insurer. The Owner Trustee Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance All things necessary to make this Indenture a valid agreement of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust AgreementIssuer in accordance with its terms have been done. GRANTING CLAUSE The Owner Trustee Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)Insurer, all of the Owner TrusteeIssuer's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on Mortgage Loans listed in Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the Schedule of Receivables absolutely assigned by the Transferor related Mortgage Files delivered or to be delivered to the Seller and contributed by Custodian, on behalf of the Seller Indenture Trustee, pursuant to the Owner Trustee from time to time Mortgage Loan Sale Agreement, all payments of principal received, collected or otherwise recovered after the Cut-off Date for each Mortgage Loan, all payments of interest accruing on each Mortgage Loan after the Cut-off Date therefor whenever received and all moneys other proceeds received thereon (including amounts received on in respect of such Mortgage Loans, and any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff DateQualified Replacement Mortgage Loan, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; Servicing Agreement, (c) the interest of the Owner Trustee in any proceeds from claims on any risk defaultMortgage Loan Sale Agreement, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; Mortgage Loan Contribution Agreement, (e) the Contribution Management Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; Insurance Policies, (g) all cash, instruments or other property held or required to be deposited in the Interest Rate Swap Agreement; Collection Account and the Note Account, including all investments made with funds in such accounts (but not including any income on funds deposited in, or investments made with funds deposited in, the Collection Account and the Note Account, which income shall belong to and be for the account of the Servicer), and (h) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the end that the interests of the Holders of the Notes may be adequately and effectively protected. The Indenture Trustee agrees that it will hold the FSA Insurance Policy and the PMI Policy in trust and that it will hold any proceeds of any claim upon the FSA Insurance Policy and all PMI Policy, solely for the use and benefit of the foregoing;Noteholders in accordance with the terms hereof and the FSA Insurance Policy and the PMI Policy, respectively.

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes of this Indenture to provide for its Collateralized Investment Notes (the “Notes”), designated issuable as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesprovided in this Indenture. All covenants and agreements made by the Owner Trustee Issuer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance All things necessary to make this Indenture a valid agreement of the Class A Issuer in accordance with its terms have been done. To secure the payment of the principal of and interest on the Notes and the Class B performance of the additional covenants contained therein and in this Indenture, and in consideration of the premises and of the covenants contained herein and of the purchase of the Notes by the Holders thereof, and for other good and valuable consideration the receipt hereof which is hereby acknowledged, the Issuer does hereby grant, bargain, sell, release, convey, assign, pledge, transfer, mortgage and confirm unto the Trustee, and grant to the Trustee a security interest in, all and each of the following property: All Mortgage Loans, Short-Term Money Market Instruments and Cash, as shall be now or hereafter actually assigned and delivered to the Trustee with respect to the Notes, there is also being issued the Certificate in each case delivered or intended to be delivered pursuant to the Trust Agreementprovisions of the definition of the term “Delivery” in Article I, together with all the proceeds thereof and additions thereto (herein collectively referred to as the “Pledged Assets”). Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and to secure (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture with respect to the Notes and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Owner Trustee hereby Grants to acknowledges such Grant and accepts the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to trusts hereunder in accordance with the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;this Indenture.

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes this Indenture to provide for the issuance of its Equipment Contract Backed Notes, designated Series 2010-3 (the “Notes”), issuable as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesprovided in this Indenture. All covenants and agreements made by the Owner Trustee Issuer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, Noteholders. The Issuer and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is Custodian are entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance All things necessary to make this Indenture a valid agreement of the Class A Notes Issuer, the Trustee and the Class B NotesCustodian in accordance with its terms have been done. To secure the payment of the principal of and interest on the Notes in accordance with their terms, there is also being issued the Certificate pursuant to payment of all sums payable under this Indenture and the Trust Agreement. The Owner Trustee other Transaction Documents and the performance of the covenants contained in this Indenture and the other Transaction Documents, the Issuer hereby Grants to the Indenture Trustee, solely in trust and as collateral security as provided in this Indenture, for the benefit of the Secured Parties, a security interest in all of the Issuer’s “accounts,” “deposit accounts,” “chattel paper,” “payment intangibles,” “commercial tort claims,” “supporting obligations,” “promissory notes,” “letter-of-credit rights,” “documents,” “goods,” “fixtures,” “general intangibles,” “instruments,” “inventory,” “equipment,” “investment property,” “proceeds” (as each of the foregoing terms is defined in the UCC), rights, interests and property (whether now owned or hereafter acquired or arising), including the Issuer’s right, title and interest (whether now owned or hereafter acquired or arising) in and to and under the following: (a) the Contracts listed on the Contract Schedule; (b) the related Contract Assets; (c) the Assignments and Assignment Agreements; (d) any rights of the Issuer under the Purchase and Contribution Agreement and the Purchase and Sale Agreements; (e) any rights of the Issuer under the Servicing Agreement; (f) the Reserve Account, the Collection Account and the Servicer Transition Account and all amounts from time to time on deposit therein (including any Eligible Investments, investment property and other property at any time and from time to time in such accounts); (g) all amounts from time to time on deposit in the Lockbox Account with respect to the Contracts and the Equipment; (h) the interest of the Issuer in the Equipment; (i) any Insurance Policy and Insurance Proceeds; and (j) all income, payments and proceeds of the foregoing (including, but not by way of limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, investment property and other forms of obligations and receivables which at any time constitute all or part or are included in the proceeds of any of the foregoing) (all of the foregoing being hereinafter referred to as the “Collateral”). The foregoing Grant, transfer, assignment, set over and conveyance does not constitute and is not intended to result in a creation or an assumption by the Trustee or the Secured Parties of any obligation of the Issuer, the Servicer or any other Person in connection with the Collateral or under any agreement or instrument relating thereto. In furtherance and not in limitation of the foregoing, the Issuer hereby assigns to the Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)Secured Parties, all of the Owner Trustee's its right, title and interest in and to: GRANTING CLAUSE FIRST All to all liens and security interests in any assets, and all UCC financing statements related thereto. Notwithstanding the foregoing, Security Deposits shall not constitute part of the Owner Trustee's Collateral. The Trustee acknowledges its acceptance on behalf of the Secured Parties of a security interest in all of the Issuer’s right, title and interest, whether now or hereafter existing, interest in and to (a) the Receivables identified on Collateral and declares that it shall maintain the Schedule of Receivables absolutely assigned by Collateral in accordance with the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;provisions hereof.

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes this Indenture to provide for the issuance of its Equipment Contract Backed Notes, designated Series 2010-1 (the “Notes”), issuable as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesprovided in this Indenture. All covenants and agreements made by the Owner Trustee Issuer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, Noteholders. The Issuer and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is Custodian are entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance All things necessary to make this Indenture a valid agreement of the Class A Notes Issuer, the Trustee and the Class B NotesCustodian in accordance with its terms have been done. To secure the payment of the principal of and interest on the Notes in accordance with their terms, there is also being issued the Certificate pursuant to payment of all sums payable under this Indenture and the Trust Agreement. The Owner Trustee other Transaction Documents and the performance of the covenants contained in this Indenture and the other Transaction Documents, the Issuer hereby Grants to the Indenture Trustee, solely in trust and as collateral security as provided in this Indenture, for the benefit of the Secured Parties, a security interest in all of the Issuer’s “accounts,” “deposit accounts,” “chattel paper,” “payment intangibles,” “commercial tort claims,” “supporting obligations,” “promissory notes,” “letter-of-credit rights,” “documents,” “goods,” “fixtures,” “general intangibles,” “instruments,” “inventory,” “equipment,” “investment property,” “proceeds” (as each of the foregoing terms is defined in the UCC), rights, interests and property (whether now owned or hereafter acquired or arising), including the Issuer’s right, title and interest (whether now owned or hereafter acquired or arising) in and to and under the following: (a) the Contracts listed on the Contract Schedule; (b) the related Contract Assets; (c) the Assignment Agreements; (d) any rights of the Issuer under the Purchase and Contribution Agreement and the Acquisition Agreement; (e) any rights of the Issuer under the Servicing Agreement; (f) the Reserve Account, the Collection Account and the Servicer Transition Account and all amounts from time to time on deposit therein (including any Eligible Investments, investment property and other property at any time and from time to time in such accounts); (g) all amounts from time to time on deposit in the Lockbox Account with respect to the Contracts and the Equipment; (h) the interest of the Issuer in the Equipment; (i) any Insurance Policy and Insurance Proceeds and (j) all income, payments and proceeds of the foregoing (including, but not by way of limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, investment property and other forms of obligations and receivables which at any time constitute all or part or are included in the proceeds of any of the foregoing) (all of the foregoing being hereinafter referred to as the “Collateral”). The foregoing Grant, transfer, assignment, set over and conveyance does not constitute and is not intended to result in a creation or an assumption by the Trustee or the Secured Parties of any obligation of the Issuer, the Servicer or any other Person in connection with the Collateral or under any agreement or instrument relating thereto. In furtherance and not in limitation of the foregoing, the Issuer hereby assigns to the Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)Secured Parties, all of the Owner Trustee's its right, title and interest in and to: GRANTING CLAUSE FIRST All to all liens and security interests in any assets, and all UCC financing statements related thereto. Notwithstanding the foregoing, Security Deposits shall not constitute part of the Owner Trustee's Collateral. The Trustee acknowledges its acceptance on behalf of the Secured Parties of a security interest in all of the Issuer’s right, title and interest, whether now or hereafter existing, interest in and to (a) the Receivables identified on Collateral and declares that it shall maintain the Schedule of Receivables absolutely assigned by Collateral in accordance with the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;provisions hereof.

PRELIMINARY STATEMENT. Pursuant The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to this Indenturethe Trustee for inclusion in the Trust Fund. On the Closing Date, there is hereby the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor has duly authorized the execution and delivery of eight Classes this Agreement to provide for the conveyance to the Trustee of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes the Loans and Class B-2 Notesthe issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Owner Depositor, the Master Servicer, the Securities Administrator and the Trustee herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Class A NotesCertificates. The Depositor, as further defined hereinthe Master Servicer and the Securities Administrator are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Class B-3, Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a Prospectus, dated August 25, 2003, and a Prospectus Supplement, dated October 28, 2003 of the Depositor (together, the "Prospectus"). The Class B-3, Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a Private Placement Memorandum dated October 30, 2003. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. As provided herein, the Trustee will make an election to treat the entire segregated pool of assets described in the definition of REMIC I (as defined herein), and subject to this Agreement, as a real estate mortgage investment conduit (a "REMIC") for federal income tax purposes and such segregated pool of assets will be designated as "REMIC I." The Uncertificated REMIC I Regular Interests will be the "regular interests" in REMIC I and Component R-1 of the Class A Notes and R Certificates will represent the Class B Notes, there is also being issued sole class of "residual interests" in REMIC I for purposes of the Certificate pursuant to REMIC Provisions (as defined herein) under the Trust Agreementfederal income tax law. The Owner Trustee hereby Grants to following table irrevocably sets forth the Indenture Trusteedesignation, the Uncertificated REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the benefit "latest possible maturity date" for each of the Holders Uncertificated REMIC I Regular Interests. None of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which Uncertificated REMIC I Regular Interests will be paid to the Transferor); certificated. Uncertificated Initial Uncertificated REMIC I REMIC I Uncertificated Latest Possible Regular Interest Designation Pass-Through Rate Principal Balance Maturity Date(1) ---------------------------- ----------------- ----------------- ---------------- LT-I-IO (b2) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c3) the interest of the Owner Trustee in any proceeds from claims on any risk defaultNovember 25, physical damage2033 LT-I-PO 0.00% $153,871.22 November 25, credit life2033 LT-I-SUB 5.50% $ 476.86 November 25, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; 2033 LT-I-ZZZ 5.50% $76,268,168.32 November 25, 2033 LT-II-IO (d4) any property (including the right to receive future Liquidation Proceeds3) that shall secure a Receivable; November 25, 2033 LT-II-PO 0.00% $390,282.02 November 25, 2033 LT-II-SUB 5.50% $1,217.33 November 25, 2033 LT-II-ZZZ 5.50% $187,922,096.14 November 25, 2033 LT-III-IO (e5) the Contribution Agreement(3) November 25, the Transfer and Assignment Agreement and the Dealer Agreements 2033 LT-III-PO 0.00% $168,453.72 November 25, 2033 LT-III-SUB 5.00% $ 225.52 November 25, 2033 LT-III-ZZZ 5.00% $37,410,007.91 November 25, 2033 LT-IV-IO (to the extent related to the financed Receivables); 6) (f3) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;November 25, 2033 LT-IV-PO 0.00% $766,655.93 November 25, 2033 LT-IV-SUB 5.00% $113.13 November 25, 2033 LT-IV-ZZZ 5.00% $50,447,713.04 November 25, 2033 ________________

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest and the REMIC II Variable Servicing Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates and the REMIC II Variable Servicing Interest. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for conveyance to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the REMIC II Variable Servicing Interest and the Certificates, such REMIC II Variable Servicing Interest and Certificates (other than the portion of the Class A Notes, as further defined herein, and R Certificates representing ownership of the Class B Notes, R-1 Residual Interest) representing in the Swap Counterparty (as specified herein) and aggregate the Note Insurer (as specified herein)entire beneficial interest in REMIC II. The Owner Trustee Company is entering into this IndentureAgreement, and the Indenture Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated November 21, 2002, and a Prospectus Supplement, dated December 19, 2002, of the Class A Notes Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated December 23, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Class B Notes, there is also being issued Private Placement Memorandum and the Certificate pursuant Certificates are intended to be the Trust Agreement"Certificates" described therein. The Owner Trustee hereby Grants to following tables set forth the Indenture Trusteedesignation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests, the Certificates and the REMIC II Variable Servicing Interest: REMIC I Interests Class Designation for each REMIC I Regular Interest and Certificate Initial Class the Class R-1 Type of Interest Principal Final Maturity Residual Interest Interest Rate (1) Balance Date* --------------------- -------- ------------ --------------- -------------- Class A-1-L Regular Variable (2) $215,000,000.00 February 2033 Class A-2-L Regular Variable (2) 355,000,000.00 February 2033 Class A-3-L Regular Variable (2) 146,000,000.00 February 2033 Class A-4-L Regular Variable (2) 264,000,000.00 February 2033 Class A-5-L Regular Variable (2) 114,600,000.00 February 2033 Class A-6-L Regular Variable (2) 349,258,000.00 February 2033 Class A-7-L Regular Variable (2) 395,000,000.00 February 2033 Class A-8-L Regular Variable (2) 105,000,000.00 February 2033 Class B-1-L Regular Variable (2) 20,998,000.00 February 2033 Class B-2-L Regular Variable (2) 15,998,000.00 February 2033 Class B-3-L Regular Variable (2) 7,999,000.00 February 2033 Class B-4-L Regular Variable (2) 2,999,000.00 February 2033 Class B-5-L Regular Variable (2) 2,999,000.00 February 2033 Class B-6-L Regular Variable (2) 5,002,939.48 February 2033 Class R-1+ Residual 4.869% 100.00 February 2033 * The Distribution Date in the specified month, which is the Distribution Date in the month following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of "latest possible maturity date" shall be the Holders of the Final Maturity Date. + The Class A Notes and the Class B Notes, as their interests appear, and, subject R-1 Residual Interest is entitled to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes this Indenture to provide for the issuance of Notes, designated its asset backed notes as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesprovided in this Indenture. All covenants and agreements made by the Owner Trustee Issuer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein)Noteholders. The Owner Trustee Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance execution of this Indenture, the Class A Notes Issuer is executing a Transfer and Servicing Agreement with DC Funding International, Inc., a Delaware corporation, as Transferor, and First North American National Bank, a national banking association, as Servicer, pursuant to which (a) the Class B NotesTransferor will convey to the Issuer all of its right, there is also being issued title and interest in, to and under (i) the Collateral Certificate, which the Transferor will have received from FNANB Credit Card Master Trust, and (ii) on and after the Certificate Trust Termination Date, the Receivables which the Transferor will have purchased from First North American National Bank pursuant to the Trust Receivables Purchase Agreement, and (b) the Servicer will agree to service the Receivables and make collections thereon on behalf of the Noteholders. Under the Receivables Purchase Agreement and the Transfer and Servicing Agreement, Receivables arising in the Accounts from time to time will be conveyed thereunder to the Issuer. GRANTING CLAUSE The Owner Trustee Issuer hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)Enhancement Providers, all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner TrusteeIssuer's right, title and interest, whether now owned or hereafter existingacquired, in in, to and to under (a) the Collateral Certificate, (b) from and after the Certificate Trust Termination Date, (i) the Receivables identified created on or after the Schedule Certificate Trust Termination Date, all monies due or to become due and all amounts received with respect to such Receivables (including Finance Charge Receivables and Recoveries), all proceeds of such Receivables absolutely assigned by (including Insurance Proceeds); (ii) the Interchange Amount with respect to each Collection Period commencing on or after the Certificate Trust Termination Date, (iii) all of its rights, remedies, powers, privileges and claims under or with respect to the Receivables Purchase Agreement (whether arising pursuant to the terms of the Receivables Purchase Agreement or otherwise available to the Transferor at law or in equity), including, without limitation, the rights of the Transferor to enforce the Seller Receivables Purchase Agreement and contributed by the Seller to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Owner Trustee Receivables Purchase Agreement, together with all monies as are from time to time deposited in the Collection Account, the Excess Funding Account and any other account or accounts maintained for the benefit of the Noteholders (including, to the extent specified in the related Indenture Supplement, investment earnings on such amounts) and Eligible Investments and other investment property from time to time held in such account, (c) all of its rights, remedies, powers, privileges and claims under or with respect to the Transfer and Servicing Agreement (whether arising pursuant to the terms of the Transfer and Servicing Agreement or otherwise available to the Transferor at law or in equity) and (d) all proceeds of all of the foregoing and all moneys received thereon monies as are from time to time available under any Enhancement for any Series for payment to Noteholders (including amounts received on collectively, the "Collateral"). Such Grant is made in trust to secure the Notes equally and ratably without prejudice, priority or distinction, except as expressly provided in this Indenture and the Indenture Supplements, between any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff DateNote and any other Notes; provided, which will be paid however, that unless and to the Transferor); (b) extent provided for in an Indenture Supplement for any Series, the security interest granted above in the Financed Vehicles granted by Series Accounts and Enhancement for a particular Series shall be to secure the Obligors pursuant Notes for such Series only and, to the Receivables extent provided in the Indenture Supplement or such Series, the providers of any Enhancement for such Series. This Indenture is a security agreement within the meaning of the UCC. The Indenture Trustee as Indenture Trustee on behalf of the Noteholders acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof and all Certificates of Title agrees to such Financed Vehicles; (c) perform the duties herein required to the end that the interest of the Owner Trustee Noteholders may be adequately and effectively protected. LIMITED RECOURSE The obligation of the Issuer to make payments of principal, interest and other amounts in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering respect of the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (Notes is limited by recourse only to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;Collateral.

PRELIMINARY STATEMENT. Pursuant The Company has duly authorized the creation of an issue of its Senior Secured Notes (as hereinafter defined) of substantially the tenor and amount hereinafter set forth, and to this Indentureprovide therefor, there is hereby the Company has duly authorized the execution and delivery of eight Classes this Indenture. All things necessary have been done to make the Securities (as hereinafter defined), when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of Notesthe Company and to make this Indenture a valid agreement of the Company, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes in accordance with their and Class B-2 Notesits terms. All covenants and agreements made by the Owner Trustee Company herein are for the equal and proportionate benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified hereinhereinafter defined) and the Note Insurer (as specified herein)of Securities. The Owner Trustee Company is entering into this Indenture, Indenture and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant The Company has simultaneously herewith granted to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders Holders, a security interest in and lien upon substantially all of the Class A Notes Company's property (real, personal and the Class B Notesmixed), as their interests appearmore fully described in the Collateral Documents (as hereinafter defined). Also in connection herewith, andeach of the Guarantors has authorized the execution and delivery of a guaranty of all of the Company's obligations evidenced by the Securities and due and owing pursuant hereto, subject which guaranty is set forth in Article Ten of this Indenture. In order to secure its obligations under such guaranty, each Guarantor has granted to the provisions hereofTrustee, for the benefit of the Note Insurer Holders, a security interest in and the Swap Counterparty lien upon substantially all of its property (until such time as the Interest Rate Swap Agreement has been terminated real, personal and all amounts owed to the Swap Counterparty have been paid in fullmixed), all as more fully described in the Collateral Documents. The security interests in and liens upon the Collateral granted to the Trustee, for the benefit of the Owner Trustee's rightHolders, title are subject to the terms and interest in and to: GRANTING CLAUSE FIRST All conditions of the Owner Trustee's right, title Intercreditor Agreement (as hereinafter defined). Certain rights of the Trustee hereunder to institute proceedings or otherwise exercise remedies after an Event of Default (as hereinafter defined) are also subject to the terms and interest, whether now or hereafter existing, in and to (a) conditions of the Receivables identified on the Schedule of Receivables absolutely assigned Intercreditor Agreement. NY1-463085 EXECUTION The Securities issued by the Transferor Company pursuant hereto will be distributed to the Seller and contributed Lender Agent (as defined in the Reorganization Plan) for distribution by the Seller Lender Agent to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued initial Holders as a partial repayment of the applicable Cutoff Date if paid by Company's obligations to such Holders under the respective Obligor after such Cutoff Date, which will be paid to the Transferor); Credit Agreement (b) the security interest as defined in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed ReceivablesReorganization Plan); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;. ARTICLE ONE

PRELIMINARY STATEMENT. Pursuant The Seller intends to sell the Mortgage Loans (as hereinafter defined) to the Purchaser on the terms and subject to the conditions set forth in this IndentureAgreement. The Purchaser intends to deposit the Mortgage Loans into a mortgage pool comprising the trust fund. The Purchaser has established Citigroup Mortgage Loan Trust 2005-11, there is hereby duly authorized a Delaware statutory trust (the execution and delivery “Issuer”) pursuant to a Short Form Trust Agreement, dated as of eight Classes of NotesDecember 22, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by the Owner Trustee herein are for the benefit and security of the Holders of the Class A Notes2005, as further defined hereinamended and restated on December 29, and 2005 (the Class B Notes“Trust Agreement”), among the Swap Counterparty Purchaser, Chase Bank U.S.A., National Association (as specified hereinthe “Owner Trustee”) and ▇▇▇▇▇ Fargo Bank, N.A. (the Note Insurer (as specified herein“Securities Administrator”). The Owner Trustee is entering into this Purchaser intends to sell the Mortgage Loans to the Issuer pursuant to a Master Servicing Agreement, dated as of December 29, 2005 (the “Servicing Agreement”) among the Purchaser, U.S. Bank National Association, as indenture trustee (the “Indenture Trustee”) and ▇▇▇▇▇ Fargo Bank, N.A. as securities administrator (in such capacity, the “Securities Administrator”) and as master servicer (in such capacity, the “Master Servicer”). The trust fund will be evidenced by a single series of mortgage-backed notes designated as Series 2005-11 (the “Notes”). The Notes will consist of thirteen classes of notes. The Issuer, pursuant to an Indenture, dated as of December 29, 2005 (the “Indenture”), among the Purchaser as depositor, the Securities Administrator and the Indenture Trustee, intends to pledge the Mortgage Loans to the Indenture Trustee is accepting and, issue and transfer to the trusts created herebyPurchaser the Citigroup Mortgage Loan Trust 2005-11, for good and valuable considerationMortgage-Backed Notes, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes Series 2005-11 and the Class B Notes, there is also being Certificates issued the Certificate pursuant to the Trust Agreement (the “Certificates”). The Master Servicer will master service the Mortgage Loans on behalf of the Issuer pursuant to the Servicing Agreement. The Owner Trustee hereby Grants servicing of the Mortgage Loans will be provided by ▇▇▇▇▇ Fargo Bank, N.A. pursuant to the ▇▇▇▇▇ Fargo Servicing Agreement as specified in Appendix A to the Indenture Trustee, for the benefit which (other than with respect to certain rights of the Holders of Seller against the Class A Notes and the Class B Notes, as their interests appear, and, subject servicer) will be assigned to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified Issuer on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Closing Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Assignment Assumption and all Certificates Recognition Agreement dated as of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk defaultDecember 29, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement2005 among Taberna Realty Holdings Trust as assignor, the Transfer Indenture Trustee as assignee and Assignment Agreement acknowledged by ▇▇▇▇▇ Fargo Bank, N.A. and acknowledged by the Master Servicer. The representations and warranties made by the related Underlying Seller and the Dealer Agreements (remedies for breach thereof will be assigned to the Issuer on the Closing Date pursuant to, and to the extent provided in the related to Assignment Agreement. Capitalized terms used but not defined herein shall have the financed Receivables); (f) meanings set forth in the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;Indenture. The parties hereto agree as follows:

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class P Certificates and the Class C Certificates), the Class L3-C Regular Interest, the Class L3-P Regular Interest, the Class L3-SW Regular Interest, and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of those Certificates and Regular and Residual Interests. Thereafter on the Closing Date, the Company will acquire the Class C Certificates and the Class R-4 Residual Interest as consideration for its transfer to the Trust of the Class L3-C Regular Interest and will be the owner of the Class C Certificates and the Class R-4 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Class P Certificates and the Class R-5 Residual Interest as consideration for its transfer to the Trust of the Class L3-P Regular Interest and will be the owner of the Class P Certificates and the Class R-5 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Class L6-SW Regular Interest and the Class R-6 Residual Interest as consideration for its transfer to the Trust of the Class L3-SW Regular Interest and will be the owner of the Class L6-SW Regular Interest and the Class R-6 Residual Interest. The Company has duly authorized the execution and delivery of eight Classes this Agreement to provide for (i) the conveyance to the Trust of Notesthe Mortgage Loans and certain other assets, designated as (ii) the issuance to the Company of the REMIC I Regular Interests and the Class A-1 NotesR-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests, (iv) the issuance to the Company of the REMIC II Regular Interests and the Class A-2 NotesR-2 Residual Interest representing in the aggregate the entire beneficial interest in REMIC II, (v) the conveyance to the Trust of the REMIC II Regular Interests, (vi) the issuance to the Company of the Certificates (other than the Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes C and Class B-2 Notes. All covenants and agreements made by the Owner Trustee herein are for the benefit and security of the Holders of P Certificates), the Class A NotesL3-C Regular Interest, as further defined hereinthe Class L3-P Regular Interest, the Class L3-SW Regular Interest, and the Class B NotesR-3 Residual Interest, representing in the Swap Counterparty aggregate the entire beneficial interest in REMIC III, (as specified hereinvii) the conveyance to the Trust of the Class L3-C Regular Interest, (viii) the issuance to the Company of the Class C Certificates and the Note Insurer Class R-4 Residual Interest, representing in the aggregate the entire beneficial interest in REMIC IV, (as specified herein)ix) the conveyance to the Trust of the Class L3-P Regular Interest, (x) the issuance to the Company of the Class P Certificates and the Class R-5 Residual Interest, representing in the aggregate the entire beneficial interest in REMIC V, (xi) the conveyance to the Trust of the Class L3-SW Regular Interest, (x) the issuance to the Company of the L6-SW Regular Interest and the Class R-6 Residual Interest, representing in the aggregate the entire beneficial interest in REMIC VI. The Owner Trustee is Company and the Servicer are entering into this IndentureAgreement, and the Indenture Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes and The Certificates issued hereunder, other than the Class B NotesCertificates, there is also being issued the Certificate Class C Certificates, the Class P Certificates and the Residual Certificates, have been offered for sale pursuant to a Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated May 23, 2006, of the Trust AgreementCompany (together, the “Prospectus”). The Owner Trustee hereby Grants to Trust created hereunder is the Indenture Trustee“Trust” described in the Prospectus and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate or Pass-Through Rate, initial Class Principal Balance, initial Certificate Principal Balance and Assumed Final Maturity Date for the benefit of REMIC I Regular Interests, the Holders of REMIC II Regular Interests, the REMIC III Regular Interests, the Class A Notes L6-SW Regular Interest, the Certificates and the Residual Interests: Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty L1-X Regular Variable (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to 2) $64,640,083.71 May 2046 Class L1-1A Regular Variable (a3) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon 3,205,762.50 July 2006 May 2046 Class L1-1B Regular Variable (including amounts received on any Extended Service Agreements relating thereto4) after the respective Cutoff Dates 3,205,762.50 May 2046 Class L1-2A Regular Variable (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); 3) 3,896,534.00 August 2006 May 2046 Class L1-2B Regular Variable (b4) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; 3,896,534.00 May 2046 Class L1-3A Regular Variable (c3) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; 4,297,438.50 September 2006 May 2046 Class L1-3B Regular Variable (d4) any property 4,297,438.50 May 2046 Class L1-4A Regular Variable (including the right to receive future Liquidation Proceeds3) that shall secure a Receivable; 4,767,259.00 October 2006 May 2046 Class L1-4B Regular Variable (e4) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements 4,767,259.00 May 2046 Class L1-5A Regular Variable (to the extent related to the financed Receivables); 3) 5,233,314.50 November 2006 May 2046 Class L1-5B Regular Variable (f4) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; 5,233,314.50 May 2046 Class L1-6A Regular Variable (g3) the Interest Rate Swap Agreement; and 5,858,214.00 December 2006 May 2046 Class L1-6B Regular Variable (h4) the proceeds of any and all of the foregoing;5,858,214.00 May 2046 Class L1-7A Regular Variable (3) 7,025,058.50 January 2007 May 2046 Class L1-7B Regular Variable (4) 7,025,058.50 May 2046 Class L1-8A Regular Variable (3) 8,917,619.50 February 2007 May 2046 Class L1-8B Regular Variable (4) 8,917,619.50 May 2046 Class L1-9A Regular Variable (3) 7,132,837.50 March 2007 May 2046 Class L1-9B Regular Variable (4) 7,132,837.50 May 2046 Class L1-10A Regular Variable (3) 8,482,734.00 April 2007 May 2046 Class L1-10B Regular Variable (4) 8,482,734.00 May 2046 Class L1-11A Regular Variable (3) 7,976,616.50 May 2007 May 2046 Class L1-11B Regular Variable (4) 7,976,616.50 May 2046 Class L1-12A Regular Variable (3) 7,510,369.50 June 2007 May 2046 Class L1-12B Regular Variable (4) 7,510,369.50 May 2046 Class L1-13A Regular Variable (3) 7,009,777.50 July 2007 May 2046 Class L1-13B Regular Variable (4) 7,009,777.50 May 2046 Class L1-14A Regular Variable (3) 6,303,292.00 August 2007 May 2046 Class L1-14B Regular Variable (4) 6,303,292.00 May 2046 Class L1-15A Regular Variable (3) 1,213,578.50 September 2007 May 2046 Class L1-15B Regular Variable (4) 1,213,578.50 May 2046 Class L1-16A Regular Variable (3) 807,931.00 October 2007 May 2046 Class L1-16B Regular Variable (4) 807,931.00 May 2046 Class L1-17A Regular Variable (3) 4,980,386.00 November 2007 May 2046 Class L1-17B Regular Variable (4) 4,980,386.00 May 2046 Class L1-18A Regular Variable (3) 6,043,238.50 December 2007 May 2046 Class L1-18B Regular Variable (4) 6,043,238.50 May 2046 Class L1-19A Regular Variable (3) 10,831,094.00 January 2008 May 2046 Class L1-19B Regular Variable (4) 10,831,094.00 May 2046 Class L1-20A Regular Variable (3) 11,588,158.50 February 2008 May 2046 Class L1-20B Regular Variable (4) 11,588,158.50 May 2046 Class L1-21A Regular Variable (3) 9,916,552.50 March 2008 May 2046 Class L1-21B Regular Variable (4) 9,916,552.50 May 2046 Class L1-22A Regular Variable (3) 8,490,997.50 April 2008 May 2046 Class L1-22B Regular Variable (4) 8,490,997.50 May 2046 Class L1-23A Regular Variable (3) 7,148,451.50 May 2008 May 2046 Class L1-23B Regular Variable (4) 7,148,451.50 May 2046 Class L1-24A Regular Variable (3) 578,986.50 June 2008 May 2046 Class L1-24B Regular Variable (4) 578,986.50 May 2046 Class L1-25A Regular Variable (3) 3,457,650.50 July 2008 May 2046 Class L1-25B Regular Variable (4) 3,457,650.50 May 2046 Class L1-26A Regular Variable (3) 1,163,001.00 August 2008 May 2046 Class L1-26B Regular Variable (4) 1,163,001.00 May 2046 Class L1-27A Regular Variable (3) 3,001,221.50 September 2008 May 2046 Class L1-27B Regular Variable (4) 3,001,221.50 May 2046 Class L1-28A Regular Variable (3) 2,758,382.50 October 2008 May 2046 Class L1-28B Regular Variable (4) 2,758,382.50 May 2046 Class L1-29A Regular Variable (3) 2,545,726.00 November 2008 May 2046 Class L1-29B Regular Variable (4) 2,545,726.00 May 2046 Class L1-30A Regular Variable (3) 2,707,028.00 December 2008 May 2046 Class L1-30B Regular Variable (4) 2,707,028.00 May 2046 Class L1-31A Regular Variable (3) 2,972,466.00 January 2009 May 2046 Class L1-31B Regular Variable (4) 2,972,466.00 May 2046 Class L1-32A Regular Variable (3) 2,686,486.00 February 2009 May 2046 Class L1-32B Regular Variable (4) 2,686,486.00 May 2046 Class L1-33A Regular Variable (3) 2,268,434.50 March 2009 May 2046 Class L1-33B Regular Variable (4) 2,268,434.50 May 2046 Class L1-34A Regular Variable (3) 2,054,651.50 April 2009 May 2046 Class L1-34B Regular Variable (4) 2,054,651.50 May 2046 Class L1-35A Regular Variable (3) 1,928,271.50 May 2009 May 2046 Class L1-35B Regular Variable (4) 1,928,271.50 May 2046 Class L1-36A Regular Variable (3) 1,812,921.00 June 2009 May 2046 Class L1-36B Regular Variable (4) 1,812,921.00 May 2046 Class L1-37A Regular Variable (3) 1,705,914.50 July 2009 May 2046 Class L1-37B Regular Variable (4) 1,705,914.50 May 2046 Class L1-38A Regular Variable (3) 1,597,464.00 August 2009 May 2046 Class L1-38B Regular Variable (4) 1,597,464.00 May 2046 Class L1-39A Regular Variable (3) 1,459,644.50 September 2009 May 2046 Class L1-39B Regular Variable (4) 1,459,644.50 May 2046 Class L1-40A Regular Variable (3) 1,379,474.00 October 2009 May 2046 Class L1-40B Regular Variable (4) 1,379,474.00 May 2046 Class L1-41A Regular Variable (3) 1,306,236.00 November 2009 May 2046 Class L1-41B Regular Variable (4) 1,306,236.00 May 2046 Class L1-42A Regular Variable (3) 1,244,566.00 December 2009 May 2046 Class L1-42B Regular Variable (4) 1,244,566.00 May 2046 Class L1-43A Regular Variable (3) 1,185,392.50 January 2010 May 2046 Class L1-43B Regular Variable (4) 1,185,392.50 May 2046 Class L1-44A Regular Variable (3) 1,128,978.00 February 2010 May 2046 Class L1-44B Regular Variable (4) 1,128,978.00 May 2046 Class L1-45A Regular Variable (3) 1,053,373.00 March 2010 May 2046 Class L1-45B Regular Variable (4) 1,053,373.00 May 2046 Class L1-46A Regular Variable (3) 983,464.50 April 2010 May 2046 Class L1-46B Regular Variable (4) 983,464.50 May 2046 Class L1-47A Regular Variable (3) 917,279.50 May 2010 May 2046 Class L1-47B Regular Variable (4) 917,279.50 May 2046 Class L1-48A Regular Variable (3) 857,487.00 June 2010 May 2046 Class L1-48B Regular Variable (4) 857,487.00 May 2046 Class L1-49A Regular Variable (3) 817,712.50 July 2010 May 2046 Class L1-49B Regular Variable (4) 817,712.50 May 2046 Class L1-50A Regular Variable (3) 791,752.50 August 2010 May 2046 Class L1-50B Regular Variable (4) 791,752.50 May 2046 Class L1-51A Regular Variable (3) 742,082.50 September 2010 May 2046 Class L1-51B Regular Variable (4) 742,082.50 May 2046 Class L1-52A Regular Variable (3) 709,165.00 October 2010 May 2046 Class L1-52B Regular Variable (4) 709,165.00 May 2046 Class L1-53A Regular Variable (3) 679,063.50 November 2010 May 2046 Class L1-53B Regular Variable (4) 679,063.50 May 2046 Class L1-54A Regular Variable (3) 650,299.00 December 2010 May 2046 Class L1-54B Regular Variable (4) 650,299.00 May 2046 Class L1-55A Regular Variable (3) 5,899,328.00 January 2011 May 2046 Class L1-55B Regular Variable (4) 5,899,328.00 May 2046 Class R-1 (6) Residual ----- May 2046

PRELIMINARY STATEMENT. Pursuant The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to this Indenturethe Trustee for inclusion in the Trust Fund. On the Closing Date, there is hereby the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor has duly authorized the execution and delivery of eight Classes this Agreement to provide for the conveyance to the Trustee of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes the Loans and Class B-2 Notesthe issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Owner Depositor, the Servicers and the Trustee herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Class A Notes, as further defined hereinCertificates. The Depositor and the Servicers are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Class B-3, Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a Prospectus, dated January 23, 2003, and a Prospectus Supplement, dated May 27, 2003 of the Depositor (together, the "Prospectus"). The Class B-3, Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a Private Placement Memorandum dated May 28, 2003. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Group I Loans and other related assets in the Trust Fund subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component R-1 of the Class A Notes R Certificate will represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Group II Loans and the Class B Notes, there is also being issued the Certificate pursuant to other related assets in the Trust Agreement. The Owner Trustee hereby Grants Fund subject to the Indenture Trusteethis Agreement as a REMIC for federal income tax purposes, for the benefit and such segregated pool of the Holders assets will be designated as "REMIC II." Component R-2 of the Class A Notes R Certificate will represent the sole class of "residual interest" in REMIC II for purposes of the REMIC Provisions under federal income tax law. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests and REMIC II Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC III". Component R-3 of the Class B Notes, as their interests appear, and, subject to R Certificate will represent the provisions hereof, sole class of "residual interests" in REMIC III for the benefit purposes of the Note Insurer REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designations, the Remittance Rate, initial Class Principal Balance and Last Scheduled Distribution Date for each Class of Certificates which, together with the Swap Counterparty (until such time as Class R-3 Component, constitute the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid entire beneficial interests in fullREMIC III. Determined solely for purposes of satisfying Treasury regulation section 1.860G-1(a)(4)(iii), all the "latest possible maturity date" for each of the Owner Trustee's rightREMIC I Regular Interests, title REMIC II Regular Interests and interest in and to: GRANTING CLAUSE FIRST All for each Class of Certificates shall be the first Distribution Date that is at least two years after the end of the Owner Trustee's rightremaining amortization schedule of the Loan in the Mortgage Pool that has, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Closing Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates longest remaining amortization schedule, irrespective of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;its scheduled maturity.

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes this Indenture to provide for issuances from time to time of Notes, designated its asset backed notes as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesprovided in this Indenture. All covenants and agreements made by the Owner Trustee Issuer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein)Noteholders. The Owner Trustee Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance delivery of this Indenture the Class A Notes Issuer is entering into the Transfer and Servicing Agreement (the Class B Notes"TRANSFER AND SERVICING AGREEMENT") with Apple Ridge Service Corporation, there is also being issued a Delaware corporation, as transferor (the Certificate "TRANSFEROR"), Cendant Mobility Financial Corporation ("CMF"), a Delaware corporation, as an originator, and Cendant Mobility Services Corporation ("CMSC"), a Delaware corporation, as an originator and as servicer (in such capacity, the "SERVICER"), pursuant to which (a) the Trust Agreement. The Owner Trustee hereby Grants Transferor will convey to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), Issuer all of the Owner Trustee's its right, title and interest in in, to and to: GRANTING CLAUSE FIRST All under the Pledged Assets and (b) the Servicer will agree to service the Pledged Assets and make collections thereon on behalf of the Owner Trustee's rightNoteholders. The Pledged Assets were, title and interestin the future will be, whether now originated by either CMSC or hereafter existingCendant Mobility Financial Corporation (each an "ORIGINATOR"). The Pledged Assets originated by CMSC will be purchased by CMF pursuant to the Purchase Agreement. The Pledged Assets originated by CMF, in together with those originated by CMSC and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned purchased by CMF, will be purchased by the Transferor pursuant to the Seller Receivables Purchase Agreement. Under the Transfer and contributed by the Seller to the Owner Trustee Servicing Agreement, additional Pledged Assets from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will automatically be paid conveyed thereunder to the Transferor); (b) the security interest in the Financed Vehicles granted Issuer without any further action by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles either Originator or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;Transferor.

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for conveyance to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class A Notes, as further defined hereinR Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Company and the Servicer are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) Trustee and the Note Insurer (as specified herein). The Owner Delaware Trustee is entering into this Indenture, and the Indenture Trustee is are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated March 21, 2005, and a Prospectus Supplement, dated March 24, 2005, of the Class A Notes Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated March 28, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Class B Notes, there is also being issued Private Placement Memorandum and the Certificate pursuant Certificates are intended to be the Trust Agreement“Certificates” described therein. The Owner Trustee hereby Grants to following tables set forth the Indenture Trusteedesignation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: Class 1-A-1-L Regular 5.500% $31,122,000.00 April 2035 Class 1-A-2-L Regular 5.500% 1,638,000.00 April 2035 Class 1-A-3-L Regular 5.500% 281,002,000.00 April 2035 Class 1-A-5-L Regular 5.500% 14,790,000.00 April 2035 Class 1-A-6-L Regular 5.500% 10,700,000.00 April 2035 Class 2-A-1-L Regular 5.500% 5,795,000.00 April 2035 Class 2-A-2-L Regular 5.500% 50,336,000.00 April 2035 Class 2-A-4-L Regular 5.500% 2,650,000.00 April 2035 Class 2-A-5-L Regular 5.500% 2,225,000.00 April 2035 Class 2-A-6-L Regular 5.500% 305,000.00 April 2035 Class 3-A-L Regular 5.500% 26,468,300.00 April 2035 Class C-X-L Regular 5.500%(2) ----- April 2035 Class C-P-L Regular (3) 1,271,629.00 April 2035 Class 3-P-L Regular (3) 1,225,835.00 April 2020 Class B-1-L Regular 5.500% 10,399,000.00 April 2035 Class B-2-L Regular 5.500% 4,295,000.00 April 2035 Class B-3-L Regular 5.500% 2,486,000.00 April 2035 Class B-4-L Regular 5.500% 2,260,000.00 April 2035 Class B-5-L Regular 5.500% 2,034,000.00 April 2035 Class B-6-L Regular 5.500% 1,132,850.06 April 2035 Class R-1† Residual 5.500% 100.00 April 2035 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of “latest possible maturity date” shall be the Holders of the Final Maturity Date. † The Class A Notes and the Class B Notes, as their interests appear, and, subject R-1 Residual Interest is entitled to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for conveyance to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class A Notes, as further defined herein, and R Certificates representing ownership of the Class B Notes, R-1 Residual Interest) representing in the Swap Counterparty (as specified herein) and aggregate the Note Insurer (as specified herein)entire beneficial interest in REMIC II. The Owner Trustee Company is entering into this IndentureAgreement, and the Indenture Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated November 21, 2002, and a Prospectus Supplement, dated November 21, 2002, of the Class A Notes Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated November 25, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Class B Notes, there is also being issued Private Placement Memorandum and the Certificate pursuant Certificates are intended to be the Trust Agreement"Certificates" described therein. The Owner Trustee hereby Grants to following tables set forth the Indenture Trusteedesignation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Interest and Certificate Initial Class the Class R-1 Type of Interest Principal Final Maturity Residual Interest Interest Rate (1) Balance Date* ---------------------- -------- ----------- ----------------- -------------- Class A-L Regular Variable (2) $1,940,090,300.00 January 2033 Class B-1-L Regular Variable (2) 20,957,800.00 January 2033 Class B-2-L Regular Variable (2) 15,967,800.00 January 2033 Class B-3-L Regular Variable (2) 7,984,000.00 January 2033 Class B-4-L Regular Variable (2) 2,993,900.00 January 2033 Class B-5-L Regular Variable (2) 2,994,000.00 January 2033 Class B-6-L Regular Variable (2) 4,989,978.00 January 2033 Class R-1+ Residual 4.883% 100.00 January 2033 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of "latest possible maturity date" shall be the Holders of the Final Maturity Date. + The Class A Notes and the Class B Notes, as their interests appear, and, subject R-1 Residual Interest is entitled to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby Issuer has duly authorized the execution and delivery of eight Classes this Indenture to provide for an issue of Notes, designated its Notes as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesprovided in this Indenture. All covenants and agreements made by the Owner Trustee Issuer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein)Noteholders. The Owner Trustee Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance delivery of this Indenture, Issuer is entering into a Transfer and Servicing Agreement with WFN Credit Company, LLC, a Delaware limited liability company, as Transferor, and World Financial Network National Bank, a national banking association, as Servicer, pursuant to which (a) Transferor will convey to Issuer all of its right, title and interest in, to and under (i) the Class A Notes and the Class B NotesCollateral Certificate, there is also being issued the which Transferor will have received from Certificate Trust pursuant to the Collateral Series Supplement, and (ii) on and after Certificate Trust AgreementTermination Date, the Receivables arising in the Accounts from time to time, which Transferor will have received from WFN pursuant to the Receivables Purchase Agreement and (b) Servicer will agree to service the Receivables and make collections thereon on behalf of the Noteholders on and after Certificate Trust Termination Date. The Owner Trustee GRANTING CLAUSE Issuer hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)Enhancement Providers, all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner TrusteeIssuer's right, title and interest, whether now owned or hereafter existingacquired, in in, to and to under (a) the Collateral Certificate, (b) the Receivables, (c) Collections and Recoveries related to and all money, instruments, investment property and other property distributed or distributable in respect of (together with all earnings, dividends, distributions, income, issues, and profits relating to) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor pursuant to the Seller terms of the Transfer and contributed by the Seller to the Owner Trustee Servicing Agreement, this Indenture and any Indenture Supplement; (d) all Eligible Investments and all money, investment property, instruments and other property on deposit from time to time in, credited to or related to the Collection Account, the Series Accounts and all moneys received thereon the Excess Funding Account (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as subaccounts of the applicable Cutoff Date if paid by the respective Obligor after any such Cutoff Dateaccount), which will be paid and in all interest, dividends, earnings, income and other distributions from time to the Transferor); (b) the security interest time received, receivable or otherwise distributed or distributable thereto or in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property respect thereof (including the right to receive future Liquidation Proceeds) that shall secure any accrued discount realized on liquidation of any investment purchased at a Receivablediscount); (e) the Contribution Agreementall rights, remedies, powers, privileges and claims of Issuer under or with respect to any Enhancement and the Transfer and Assignment Servicing Agreement and the Dealer Agreements (whether arising pursuant to the extent terms of the related Enhancement Agreement or the Transfer and Servicing Agreement or otherwise available to Issuer at law or in equity), including the rights of Issuer to enforce such Enhancement Agreement or the Transfer and Servicing Agreement, and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Enhancement Agreement or the Transfer and Servicing Agreement to the financed Receivables)same extent as Issuer could but for the assignment and security interest granted to Indenture Trustee for the benefit of the Noteholders; (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivablesall Insurance proceeds; (g) the Interest Rate Swap Agreementall proceeds of any derivative contracts between Issuer and a counterparty, as described in any Indenture Supplement; and (h) all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, certificates of deposit, letters of credit, and advices of credit consisting of, arising from or related to the foregoing; (i) all other property of Issuer; (j) all present and future claims, demands, causes 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 and or all of the foregoing;, including all proceeds, products, rents, receipts or profits of the conversion, voluntary or involuntary, into cash or other property, all cash and non-cash proceeds, and other property consisting of, arising from or relating to all or any part of any of the foregoing; and (k) any proceeds of the foregoing (collectively, the "COLLATERAL").

PRELIMINARY STATEMENT. Pursuant On the Closing Date, the Depositor will acquire the Mortgage Loans from Morgan Stanley Mortgage Capital Ho▇▇▇▇▇▇ ▇▇▇ (▇▇ccessor to this IndentureMorgan Stanley Mortgage Capital In▇.), there ▇s ▇▇▇▇▇▇ ("MSMCH"), Royal Bank of Canada, as seller ("RBC"), General Electric Capital Corporation, as seller ("GECC"), Principal Commercial Funding II, LLC, as seller ("PCFII"), NCB, FSB, as seller ("NCB, FSB"), Nationwide Life Insurance Company, as seller ("Nationwide") and National City Bank, as seller ("NatCity"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire (i) the REMIC I Regular Interests and the Class R-I Certificates as consideration for its transfer to the Trust of the Mortgage Loans, other than any Excess Interest payable thereon, and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and the Class R-II Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC Regular Certificates, the Floating Rate Regular Interests and the Class R-III Certificates as consideration for its transfer of the REMIC II Regular Interests to the Trust; (iv) the Floating Rate Certificates as consideration for its transfer of the related Class of Floating Rate Regular Interest and the related Swap Transaction to the Trust; and (v) the Class EI Certificates as consideration for its transfer of the Excess Interest to the Trust. The Depositor has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by the Owner Trustee herein are this Agreement to provide for the benefit foregoing and security the issuance of (A) the REMIC I Regular Interests and the Class R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular Interests and the Class R-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, (C) the REMIC Regular Certificates, the Floating Rate Regular Interests and the Class R-III Certificates representing in the aggregate the entire beneficial ownership of REMIC III, (D) the Floating Rate Certificates representing in the aggregate the entire beneficial ownership of the Holders related Floating Rate Grantor Trust and (E) the Class EI Certificates representing in the aggregate the entire beneficial ownership of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;EI Grantor Trust.

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes this Indenture to provide for the issuance of Notes, designated the Issuer's Notes as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesprovided in this Indenture. All covenants and agreements made by the Owner Issuer, the Servicer, the Indenture Trustee and the Back-up Servicer herein are for the benefit and security of the Holders of the Class A Notes. The Issuer, as further defined hereinthe Servicer, the Indenture Trustee and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is Back-up Servicer are entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance All things necessary to make this Indenture a valid agreement of the Class A Notes Issuer, the Servicer, the Indenture Trustee and the Class B NotesBack-up Servicer in accordance with its terms have been done. GRANTING CLAUSE To secure the payment of the principal of and interest on the Notes in accordance with their terms, there is also being issued the Certificate pursuant payment of all of the sums payable under this Indenture (other than sums payable to the Trust Agreement. The Owner Trustee Issuer) and the performance of the covenants contained in this Indenture, the Issuer hereby Grants to the Indenture Trustee, solely in trust and as collateral security as provided in this Indenture, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer any and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner TrusteeIssuer's right, title and interest in in, to and tounder the following and any and all benefits accruing to the Issuer from: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Contracts and the Receivables identified and all payments received or receivable on the Schedule of Receivables absolutely assigned by the Transferor or with respect to the Seller Contracts and contributed by the Seller to the Owner Trustee from time to time Receivables and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) due after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Cut-Off Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed VehiclesEquipment; (c) each Insurance Policy related to the interest of Contracts and the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Datesrelated Equipment and all Insurance Proceeds related thereto; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a ReceivableContract Acquisition Agreement; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables)each Underlying Note; (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivableseach Underlying Note Purchase Agreement; (g) the Interest Rate Swap Servicing Agreement; and (h) all amounts from time to time on deposit in the Collection Account, the Cash Collateral Account, and the Reserve Account (including any Eligible Investments and other property in such accounts); (i) the Contract Files; (j) all amounts on deposit in the Operating Account that constitute proceeds of the foregoing and (k) all proceeds of the foregoing (including, but not by way of limitation, all cash proceeds, accounts, accounts receivable, payment intangibles, instruments, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part or are included in the proceeds of any and of the foregoing); in each case above whether now owned or hereafter acquired or arising (all of the foregoing;foregoing being hereinafter referred to as the "Collateral" or "Trust Estate"). The foregoing Grant does not constitute and is not intended to result in a creation or an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer, the Originator, the Servicer or any other Person in connection with the Trust Estate or under any agreement or instrument relating thereto. The Indenture Trustee acknowledges its acceptance on behalf of the Noteholders of all right, title and interest previously held by the Issuer in, to and under the Trust Estate, and declares that it shall maintain such right, title and interest in accordance with the provisions hereof and agrees to perform the duties herein required to the best of its ability to the end that the interests of the Noteholders may be adequately and effectively protected. ARTICLE ONE

PRELIMINARY STATEMENT. Pursuant The Issuer was formed for the purpose of issuing notes secured by mortgage collateral. The Issuer has entered into a trust indenture, dated as of April 1, 1999 (the "Indenture"), between the Issuer and the Trustee, pursuant to this Indenture, there is hereby duly authorized which the execution and delivery of eight Classes of Notes, designated as Class A-1 Issuer intends to issue its Mortgage-Backed LIBOR Notes, Class A-2 A, Series 1999-1, in the aggregate initial principal amount of $229,000,000 (the "Notes"). Pursuant to the Indenture, as security for the indebtedness represented by such Notes, Class A-3-A the Issuer is and will be pledging to the Trustee, or granting the Trustee a security interest in, among other things, certain Mortgage Loans, its rights under this Agreement, the Initial Mortgage Loan Purchase Agreement, the Mortgage Loan Purchase Agreement, the Purchase and Sale Agreements, the Collection Account, the Note Payment Account and certain Insurance Policies (as each such term is defined herein). The parties desire to enter into this Agreement to provide, among other things, for the master servicing of the Mortgage Loans by the Master Servicer. The Master Servicer also agrees to perform the servicing functions set forth herein as to the Mortgage Loans designated in Schedule I hereto. The Master Servicer may enter into as herein provided one or more Subservicing Agreements to perform the servicing functions set forth herein. The Master Servicer acknowledges that, in order further to secure the Notes, Class A-3-B Notesthe Issuer is and will be granting to the Trustee a security interest in, Class A-4 Notesamong other things, Class B-1 Notes its rights under this Agreement, and Class B-2 Notes. All the Master Servicer agrees that all covenants and agreements made by the Owner Trustee Master Servicer herein are with respect to the Mortgage Loans shall also be for the benefit and security of the Trustee and Holders of the Class A Notes, as further defined herein, Notes and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein)FSA. The Owner Trustee is entering Issuer will enter into this Indenturea Management Agreement, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued dated as of the applicable Cutoff Date if paid date hereof, with American Residential Investment Trust, Inc. (in such capacity, the "Manager"), pursuant to which the Manager will conduct certain operations of the Issuer. Actions by or required of the Issuer hereunder may be performed on its behalf by the respective Obligor after such Cutoff Date, which will be paid Manager or any sub-manager appointed to act for the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;Issuer.

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for conveyance to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class A Notes, as further defined herein, and R Certificates representing ownership of the Class B Notes, R-1 Residual Interest) representing in the Swap Counterparty (as specified herein) and aggregate the Note Insurer (as specified herein)entire beneficial interest in REMIC II. The Owner Trustee Company is entering into this IndentureAgreement, and the Indenture Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated February 10, 2004, and a Prospectus Supplement, dated December 16, 2004, of the Class A Notes Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated December 20, 2004. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Class B Notes, there is also being issued Private Placement Memorandum and the Certificate pursuant Certificates are intended to be the Trust Agreement“Certificates” described therein. The Owner Trustee hereby Grants to following tables set forth the Indenture Trusteedesignation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: Class A-1-L Regular Variable (2) $551,170,000.00 January 2035 Class A-2-L Regular Variable (2) 100,000,000.00 January 2035 Class A-3-L Regular Variable (2) 24,600,000.00 January 2035 Class B-1-L Regular Variable (2) 13,655,000.00 January 2035 Class B-2-L Regular Variable (2) 4,202,000.00 January 2035 Class B-3-L Regular Variable (2) 2,451,000.00 January 2035 Class B-4-L Regular Variable (2) 1,750,000.00 January 2035 Class B-5-L Regular Variable (2) 1,400,000.00 January 2035 Class B-6-L Regular Variable (2) 1,051,919.33 January 2035 Class R-1† Residual 4.283%% 100.00 January 2035 * The Distribution Date in the specified month, which is the Distribution Date in the month following the month the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of “latest possible maturity date” shall be the Holders of the Final Maturity Date. † The Class A Notes and the Class B Notes, as their interests appear, and, subject R-1 Residual Interest is entitled to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will sell the Mortgage Loans and certain other assets to the Trust in return for the REMIC I Regular Interests and the Class R-1 Residual Interest and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for sale to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class A Notes, as further defined hereinR Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Company and the Servicer are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) Trustee and the Note Insurer (as specified herein). The Owner Delaware Trustee is entering into this Indenture, and the Indenture Trustee is are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated October 21, 2005, and a Prospectus Supplement, dated October 24, 2005, of the Class A Notes Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated October 26, 2005. The Trust created hereunder is the “Trust” described in the Prospectus and the Class B Notes, there is also being issued Private Placement Memorandum and the Certificate pursuant to Certificates are the Trust Agreement“Certificates” described therein. The Owner Trustee hereby Grants to following tables set forth the Indenture Trusteedesignation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: Class Y-1 Regular Variable (2) $649,988.41 December 2035 Class Y-2 Regular Variable (3) 74,976.56 December 2035 Class Z-1 Regular Variable (2) 1,299,326,934.57 December 2035 Class Z-2 Regular Variable (3) 149,888,013.37 December 2035 Class R-1† Residual 5.086% 100.00 December 2035 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan in the related Loan Group matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of “latest possible maturity date” shall be the Holders of the Final Maturity Date. † The Class A Notes and the Class B Notes, as their interests appear, and, subject R-1 Residual Interest is entitled to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Residual Interest. Thereafter, on the Closing Date, the Company will acquire the Certificates from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for conveyance to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class A Notes, as further defined hereinR-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, and the Class B NotesPPP Certificates, (iii) the Swap Counterparty conveyance to the Trust of the REMIC I Regular Interests, (as specified hereiniv) the issuance to the Company of the REMIC II Regular Interests and the Note Insurer Class R-2 Residual Interest representing in the aggregate the entire beneficial interest in REMIC II, (as specified herein)v) the conveyance to the Trust of the REMIC II Regular Interests and (vi) the issuance to the Company of the Certificates. The Owner Trustee is Company and the Servicer are entering into this IndentureAgreement, and the Indenture Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated April 24, 2006, of the Class A Notes Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated April 26, 2006. The Trust created hereunder is the “Trust” described in the Prospectus and the Class B Notes, there is also being issued Private Placement Memorandum and the Certificate pursuant to Certificates are the Trust Agreement“Certificates” described therein. The Owner Trustee hereby Grants to following tables set forth the Indenture Trusteedesignation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the REMIC II Regular Interests the Class R Residual Interests: Class LT1 Regular Variable (2) $799,809,445.24 May 2046 Class LT2 Regular Variable (2) 39,468.18 May 2046 Class LT3 Regular Variable (3) 40,536.87 May 2046 Class LT4 Regular Variable (4) 40,536.87 May 2046 Class LT6 Regular Variable (2) 39,468.18 May 2046 Class LT7 Regular Variable (3) 40,536.87 May 2046 Class LT8 Regular Variable (4) 40,536.87 May 2046 Class X-3-M Regular 1.150% (5) ----- May 2046 Class R-1† Residual 4.970% 100.00 May 2046 * The Distribution Date in the specified month, which is the month following the month in which the latest maturing Mortgage Loan matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of “latest possible maturity date” shall be the Holders of the Final Maturity Date. † The Class A Notes and the Class B Notes, as their interests appear, and, subject R‑1 Residual Interest is entitled to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Trust has duly authorized the execution and delivery of eight Classes this Indenture to provide for the issuance of its Secured Notes, designated Series 2003-1 (the "Secured Notes"), as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesprovided in this Indenture. All covenants and agreements made by the Owner Trustee Trust herein are for the benefit and security of the Holders of the Class A Secured Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee Trust is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance All things necessary to make this Indenture a valid agreement of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreementin accordance with its terms have been done. GRANTING CLAUSE The Owner Trustee Trust hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Class A Notes and the Class B Secured Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner TrusteeTrust's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, (whether now owned or existing or at any time hereafter existing, acquired or arising) in and to (a) the Receivables identified on Mortgage Loans in the Mortgage Loan Schedule of Receivables absolutely assigned by the Transferor attached as Schedule I to the Seller and contributed by Assignments (including property that secures a Mortgage Loan that becomes an REO Property), including the Seller to related Mortgage File, including all payments of principal received, collected or otherwise recovered after the Owner Trustee from time to time Cut-Off Date for each Mortgage Loan, all payments of interest due on each Mortgage Loan after the Cut-Off Date therefor whenever received and all moneys other proceeds received thereon (in respect of such Mortgage Loans, including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Dateprepayment penalties and any Qualified Substitute Mortgage Loan, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Sale and all Certificates of Title to such Financed Vehicles; Servicing Agreement, (c) the interest of the Owner Trustee in any proceeds from claims on any risk defaultInsurance Proceeds, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; Assignments, (e) the Contribution Agreementservicing rights relating to such Mortgage Loans, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) all "accounts," "general intangibles," "instruments," "deposit accounts," and "investment property" (as such terms are defined in the original retail installment contracts UCC) constituting or relating to any of the foregoing, and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the all proceeds of any and all of the foregoing;, including without limitation, all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Secured Notes equally and ratably without prejudice, priority or distinction between any Secured Note and any other Secured Note by reason of difference in time of issuance or otherwise to secure (x) the payment of all amounts due on the Secured Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Appendix I are used with the meanings given in said Appendix I. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the end that the interests of the Holders of the Secured Notes may be adequately and effectively protected. In addition, the Indenture Trustee agrees that it will acknowledge the Grant on each Transfer Date of the related Mortgage Loans pursuant to the terms of the related Assignment, provided that the conditions precedent to the pledge of such Mortgage Loans contained in the Sale and Servicing Agreement are satisfied on or prior to such Transfer Date.

PRELIMINARY STATEMENT. Pursuant to the Restructuring Documents (such term and each other capitalized term used but not defined in this Indenture, there is hereby duly authorized introductory statement having the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by the Owner Trustee herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid meaning given it in fullArticle I), all Old Sun will restructure its business into two separate publicly traded companies through a series of internal restructurings (the Owner Trustee's right“Restructuring”), title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to such that (a) the Receivables identified Borrower will own and continue to operate all of Old Sun’s operating subsidiaries, after Old Sun has (i) declared (the date of such declaration being referred to herein as the “Declaration Date”) a dividend comprising the common stock of the Borrower and cash (the “Dividend”) and (ii) distributed such Dividend to the existing stockholders of Old Sun in accordance with their pro rata shares of Old Sun’s common stock (such distribution being the “Separation”), (b) Sabra Health Care REIT, Inc., a Maryland corporation and a wholly owned subsidiary of Old Sun (“Sabra”), will own substantially all of Old Sun’s real property assets and will lease those assets to the Subsidiaries pursuant to the Lease Agreements, (c) immediately following the Separation, (i) Old Sun will be merged into Sabra, with Sabra surviving such merger (the “REIT Conversion Merger”) and (ii) the Borrower will change its name to Sun Healthcare Group, Inc., and (d) Sabra will thereafter seek to qualify and elect to be treated as a real estate investment trust for U.S. Federal income tax purposes (such election, together with the REIT Conversion Merger, the “REIT Conversion”). Prior to the Separation, Sabra and certain of its subsidiaries anticipates (a) issuing senior unsecured notes (the “Sabra Notes”), the proceeds of which are to be funded into escrow on or after the Closing Date and (b) entering into a senior secured revolving credit facility to provide working capital and other general corporate purpose borrowings to Sabra and its subsidiaries (the “Sabra Bank Facilities”). In connection with the Restructuring, the Borrower has requested that the Lenders extend credit in the form of (a) Term Loans, on the Schedule Closing Date, in an aggregate principal amount not in excess of Receivables absolutely assigned by the Transferor to the Seller $225,000,000 and contributed by the Seller to the Owner Trustee (b) Revolving Loans at any time and from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of Revolving Credit Availability Date and until the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Revolving Credit Maturity Date, which will be paid in an aggregate principal amount at any time outstanding not in excess of $60,000,000. The Borrower has requested the Swingline Lender to extend credit, at any time and from time to time after the Transferor); Revolving Credit Availability Date and until the Revolving Credit Maturity Date, in the form of Swingline Loans, in an aggregate principal amount at any time outstanding not in excess of $10,000,000. The Borrower has requested the Issuing Bank to issue (a) RF Letters of Credit, in an aggregate face amount at any time outstanding not in excess of $30,000,000 and (b) the security interest Deposit Letters of Credit, in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates an aggregate face amount at any time outstanding not in excess of Title to such Financed Vehicles; (c) the interest $75,000,000. $75,000,000 of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all the Term Loans will be deposited in the Deposit L/C Collateral Account on the Closing Date for the purpose of cash collateralizing the Borrower’s reimbursement obligations to the Issuing Bank in respect of Deposit Letters of Credit. The balance of the foregoing;proceeds of the Term Loans are to be used solely (i) to repay all amounts due or outstanding under the Existing Credit Agreement, (ii) to pay fees and expenses related thereto and (iii) for working capital and general corporate purposes. The proceeds of the Revolving Loans and the Swingline Loans are to be used, and Letters of Credit are to be requested, solely for working capital and general corporate purposes of the Borrower and the Subsidiaries. The Lenders are willing to extend such credit to the Borrower, and the Issuing Bank is willing to issue Letters of Credit for the account of the Borrower, in each case on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes of this Indenture to provide for its Asset-Backed Notes, designated Series 1998-2 (the "Notes"), issuable in two Classes as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesprovided in this Indenture. All covenants and agreements made by the Owner Trustee Issuer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) Notes and the Note Insurer (as specified herein)Insurer. The Owner Trustee Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance All things necessary to make this Indenture a valid agreement of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust AgreementIssuer in accordance with its terms have been done. GRANTING CLAUSE The Owner Trustee Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Class A Notes and the Class B NotesNote Insurer, as their interests appear, and, without recourse but subject to the terms and provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)this Agreement, all of the Owner TrusteeIssuer's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on Initial Mortgage Loans, the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee Additional Mortgage Loans (as from time to time may be Granted by the Issuer) and all moneys received thereon Qualified Replacement Mortgage Loans (as from time to time may be Granted by the Issuer) (including amounts received on any Extended Service Agreements relating thereto) property that secures a Mortgage Loan that becomes an REO Property), including the related Mortgage Files delivered or to be delivered to the Indenture Trustee pursuant to the Depositor Sale Agreement, all payments of principal and interest due after the respective Cutoff Dates (except applicable Cut-off Date for interest accrued as each Mortgage Loan and all other proceeds received in respect of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff DateMortgage Loans, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; MBIA Insurance Policy, (c) the interest of the Owner Trustee in any proceeds from claims on any risk defaultServicing Agreement, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including Sections 2, 3, 4, 7, 10 and 13 of the right to receive future Liquidation Proceeds) that shall secure a Receivable; Company Sale Agreement, (e) Sections 2, 3, 4, 7, 10 and 13 of the Depositor Sale Agreement, (f) Sections 2, 3, 4, 7, 10 and 13 of the Funding Co. Sale Agreement, (g) Sections 2, 3, 4, 5, 6, 7, 10, 11, 14 and 17 of the Loan Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the Insurance Policies, (i) all cash, instruments or other property held or required to be deposited in the Collection Account, the Note Accounts, the Pre-Funding Accounts, the Reserve Account and the Interest Coverage Accounts, including all investments made with funds in such accounts (but not including any income on funds deposited in, or earnings on, investments made with funds deposited in, the Collection Account, which income shall belong to and be for the account of the Servicer, and not including any income on funds deposited in, or earnings on investments made with funds deposited in the Note Accounts, which income shall belong to and be for the account of the Issuer, and not including any income on funds deposited in, or earnings on investments made with funds deposited in, the Pre-Funding Accounts, which income shall belong to and be for the account of the Issuer) and (j) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required in order that, and for the purpose that, the interests of the Holders of the Notes may be adequately and effectively protected. The Indenture Trustee agrees that it will hold the MBIA Insurance Policy in trust and that it will hold any proceeds of any claim upon the MBIA Insurance Policy, solely for the use and all benefit of the foregoing;Noteholders in accordance with the terms hereof and the MBIA Insurance Policy. In connection with the Grant set forth above, the Issuer does hereby deliver to, and deposit with the Custodian as the agent of the Indenture Trustee, the Mortgage Files.

PRELIMINARY STATEMENT. The Issuer was formed for the purpose of issuing bonds secured by mortgage collateral. The Issuer has entered into a trust indenture, dated as of ________ __, 19__ (the "Indenture"), between the Issuer and the Trustee, pursuant to which the Issuer intends to issue its Collateralized Mortgage Bonds, in the aggregate initial principal amount of $___________ (the "Bonds"). Pursuant to this the Indenture, there as security for the indebtedness represented by such Bonds, the Issuer is hereby duly authorized and will be pledging to the execution Trustee, or granting the Trustee a security interest in, among other things, certain Pledged Mortgages, its rights under this Agreement, the Bond Account, the Distribution Account and delivery certain Insurance Policies (as each such term is defined herein). The parties desire to enter into this Agreement to provide, among other things, for the servicing of eight Classes of Notesthe Pledged Mortgages by the Master Servicer. The Master Servicer acknowledges that, designated as Class A-1 Notesin order further to secure the Bonds, Class A-2 Notesthe Issuer is and will be granting to the Trustee a security interest in, Class A-3-A Notesamong other things, Class A-3-B Notesits rights under this Agreement, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All the Master Servicer agrees that all covenants and agreements made by the Owner Trustee Master Servicer herein are with respect to the Pledged Mortgages shall also be for the benefit and security of the Trustee and Holders of the Class A NotesBonds. For its services hereunder, the Master Servicer will receive a Master Servicing Fee (as defined herein) with respect to each Pledged Mortgage serviced hereunder. The Master Servicer has entered into Servicing Agreements (as defined herein) with Servicers (as defined herein) to perform, as further independent contractors, servicing functions for the Master Servicer with respect to the Pledged Mortgages. For its services under a Servicing Agreement, each Servicer will 6 receive a Servicing Fee (as defined herein, and the Class B Notes) with respect to each Pledged Mortgage serviced by it thereunder. In addition, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering Issuer will enter into this Indenturea Management Agreement, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued dated as of the applicable Cutoff Date if paid date hereof, with Redwood Trust, Inc. (in such capacity, the "Manager"), pursuant to which the Manager will conduct certain operations of the Issuer. Actions by or required of the Issuer hereunder may be performed on its behalf by the respective Obligor after such Cutoff Date, which will be paid Manager or any sub-manager appointed to act for the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;Issuer.

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes of this Indenture to provide for its Asset Backed Notes, designated Series 1999-1 (the "Notes"), issuable as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesprovided in this Indenture. All covenants and agreements made by the Owner Trustee Issuer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) Notes and the Note Insurer (as specified herein)Insurer. The Owner Trustee Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance All things necessary to make this Indenture a valid agreement of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust AgreementIssuer in accordance with its terms have been done. GRANTING CLAUSE The Owner Trustee Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)Insurer, all of the Owner TrusteeIssuer's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on Mortgage Loans listed in Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the Schedule of Receivables absolutely assigned by the Transferor related Mortgage Files delivered or to be delivered to the Seller and contributed by Custodian, on behalf of the Seller Indenture Trustee, pursuant to the Owner Trustee from time to time Mortgage Loan Sale Agreement, all payments of principal received, collected or otherwise recovered after the Cut-off Date for each Mortgage Loan, all payments of interest accruing on each Mortgage Loan after the Cut-off Date therefor whenever received and all moneys other proceeds received thereon (including amounts received on in respect of such Mortgage Loans, and any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff DateQualified Replacement Mortgage Loan, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; Servicing Agreement, (c) the interest of the Owner Trustee in any proceeds from claims on any risk defaultMortgage Loan Sale Agreement, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; Mortgage Loan Contribution Agreement, (e) the Contribution Management Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; Insurance Policies, (g) all cash, instruments or other property held or required to be deposited in the Interest Rate Swap Agreement; Collection Account, the Reserve Account and the Note Accounts, including all investments made with funds in such accounts (but not including any income on funds deposited in, or investments made with funds deposited in, the Collection Account, the Reserve Account and the Note Accounts, which income shall belong to and be for the account of the Servicer), and (h) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the end that the interests of the Holders of the Notes may be adequately and effectively protected. The Indenture Trustee agrees that it will hold the MBIA Insurance Policy in trust and that it will hold any proceeds of any claim upon the MBIA Insurance Policy, solely for the use and all benefit of the foregoing;Noteholders in accordance with the terms hereof and the MBIA Insurance Policy.

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes of this Indenture to provide for its ____________________________ Notes (the "Notes"), designated issuable as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesprovided in this Indenture. All covenants and agreements made by the Owner Trustee Issuer herein are for the benefit and security of the Holders of the Class A Notes[, as further defined herein, the Insurer and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein)Provider]. The Owner Trustee Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance All things necessary to make this Indenture a valid agreement of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust AgreementIssuer in accordance with its terms have been done. GRANTING CLAUSE The Owner Trustee Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Class A Notes [and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), Insurer,] all of the Owner TrusteeIssuer's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables Pledged Mortgages identified in Schedule A to this Indenture, including the related Mortgage Documents, which the Issuer has caused to be delivered to the Custodian herewith, and all interest and principal received or receivable by the Issuer on or with respect to the Pledged Mortgages after the Cut-Off Date and all interest and principal payments on the Schedule of Receivables absolutely assigned by the Transferor Pledged Mortgages received prior to the Seller Cut-off Date in respect of installments of interest and contributed by principal due thereafter, but not including payments of interest and principal due and payable on the Seller to Pledged Mortgages on or before the Owner Trustee from time to time Cut-off Date, and all moneys other proceeds received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as in respect of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff DatePledged Mortgages, which will be paid to the Transferor); (b) the security interest in Issuer's rights under the Financed Vehicles granted by Mortgage Loan Purchase Agreement, the Obligors pursuant to Management Agreement, the Receivables Administration Agreement, the Swap Agreement, the Master Servicing Agreement, the Assignment and all Certificates of Title to such Financed Vehicles; Assumption Agreement and the Master Mortgage Loan Purchase Agreement [(c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; Insurance Policies,] (d) all cash, instruments or other property held or required to be deposited in the Note Account or the Distribution Account (exclusive of any property (including earnings on investments made with funds deposited in the right to receive future Liquidation Proceeds) that shall secure a Receivable; Distribution Account or the Note Account), (e) property that secured a Pledged Mortgage that has become an REO property, and (f) all proceeds of the Contribution Agreementconversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, [and for the benefit of the Insurer and the Swap Provider,] and to secure (i) the payment of all amounts due on the Notes in accordance with their terms, (ii) the payment of all other sums payable under this Indenture with respect to the Notes, (iii) compliance with the provisions of this Indenture, all as provided in this Indenture, (iv) the payment of all amounts due by the Issuer to the [Insurer, including the obligations of the Issuer to the Insurer under this Indenture, the Transfer and Assignment Administration Agreement and the Dealer Agreements Insurance Agreement, and (v) the payment of all amounts due by the Issuer to the extent related Swap Provider, including the obligations of the Issuer to the financed Receivables); (f) Swap Provider under the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; .] All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and (h) agrees to perform the duties herein required to the best of its ability to the end that the interests of the Holders of the Notes [and the Insurer] may be adequately and effectively protected. [The Trustee agrees that it will hold the Insurer's Policy in trust and that it will hold any proceeds of any claim made upon the Insurer's Policy, solely for the use and all benefit of the foregoing;Noteholders in accordance with the terms hereof and of the Insurer's Policy.]

PRELIMINARY STATEMENT. Pursuant The defined terms used in this Indenture and not hereinabove defined have the meanings indicated in Article 1. The Company deems it necessary to borrow money for its proper corporate purposes, to issue a series of the Bonds as evidence of such indebtedness and to Grant (or cause to be Granted) the property described in the Granting Clauses of this Indenture as security for the payment of the Bonds. On the date of delivery of this Indenture, there the Company is hereby duly authorized under all applicable provisions of law and its Limited Partnership Agreement to issue the execution initial issue hereunder of Bonds in one series, to be designated % First Mortgage Bonds due January 15, 2005 (hereinafter called the "1989 Bonds" and, collectively with any other series of Bonds to be issued hereunder at any time, the "Bonds"), limited to a maximum aggregate principal amount of $20,000,000 and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by the Owner Trustee herein are for the benefit equal and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the ratable benefit of the Holders of the Class A Notes 1989 Bonds, to execute and deliver this Indenture, and to Grant (or cause to be Granted) the property described in the Granting Clauses of this Indenture to the Trustees; and all partnership action (including any required limited partner and/or general partner authorization) and all consents, approvals and other authorization of or by courts, administrative agencies or other governmental authorities required therefor have been duly taken or obtained or will be taken or obtained prior to subjecting such property to the Lien of this Indenture. The 1989 Bonds and the Class B NotesCorporate Trustee's authentication certificate to be endorsed on all the 1989 Bonds, are to be in substantially the following forms and Bonds of other series hereunder are to be in substantially similar form (with appropriate insertions, omissions, substitutions and variations as permitted by this Indenture, as their interests appearhereinafter permitted and provided): [FORM OF FACE OF 1989 BONDS] NATIONAL HEALTHCORP L.P. _ % FIRST MORTGAGE BOND DUE JANUARY 15, and2005 NO. NATIONAL HEALTHCORP L.P., subject a limited partnership organized and existing under the laws of the State of Delaware (hereinafter called the "Company", which term shall include any successor limited partnership or corporation as defined in the Indenture referred to on the provisions reverse side hereof), for value received, hereby promises to pay to ______________________, or registered assigns, the sum of ________________ Dollars on or before January 15, 2005, in such coin or currency Of the United States of America as at the time of payment is legal tender for public and private debts, and to pay interest on the unpaid principal amount hereof in like coin or currency from the Interest Payment Date to which interest hereon has been paid immediately preceding the date hereof (unless the date hereof is an Interest Payment Date to which interest has been paid, in which case from the date hereof) or, if no interest has been paid on this Bond since the Original Issue Date hereof, for as defined in the benefit Indenture referred to on the reverse side hereof, from such Original Issue Date at the rate of _ % per annum, payable quarterly on January 15, April 15, July 15 and October 15 of each year, commencing January 15, 1990, until the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty principal hereof shall have been paid in full), all of the Owner Trustee's right, title and or duly provided for. The interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received so payable on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Interest Payment Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferorperson in whose name this Bond is registered at the close of business on the first day of the month immediately preceding such Interest Payment Date (whether or not such first day shall be a regular business day); (b) , unless the security interest Company shall default in the Financed Vehicles granted by the Obligors pursuant payment of interest due on such Interest Payment Date, in which case such defaulted interest shall be paid to the Receivables person in whose name this Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest established by notice to the registered holders of Bonds given by mail to said holders as their names and all Certificates of Title addresses appear in the Bond Register (as defined in the Indenture referred to on the reverse side hereof) not less than 10 days preceding such Financed Vehicles; (c) Special Record Date. The principal hereof and the interest hereon shall be payable at the main office of Boatmen's Trust Company, Corporate Trustee under the Indenture referred to on the reverse side hereof, in St. Louis, Missouri; provided, however, that the interest on this Bond may be payable, at the option of the Owner Trustee in any proceeds from claims Company, by check mailed to the person entitled thereto as such person's address shall appear on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property Bond Register (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (records of any Bond Co-Registrar). Reference is hereby made to the extent related further provisions of this Bond set forth on the reverse side hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Bond shall not be secured by or entitled to any benefit under the financed Receivables); (f) Indenture referred to on the original retail installment contracts and security agreements and/or installment loans evidencing reverse side hereof, or be or become valid or obligatory for any purpose, until the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;authentication certificate endorsed hereon shall have been signed by Boatmen's Trust Company, Corporate Trustee under such Indenture, or a successor trustee thereto under such Indenture.

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests, the Class PPP Certificates and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the REMIC II Regular Interests and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the REMIC II Regular Interests and the Class R-2 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class PPP, Class 3-A-4 Certificates and the Class R-1 and Class R-2 Residual Interests), the Class 3-A-4-M Regular Interest and the Class R-3 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC II Regular Interests and will be the owner of those Certificates and Regular and Residual Interests. Thereafter on the Closing Date, the Company will acquire the Class 3-A-4 Certificates as consideration for its transfer to the Trust of the Class 3-A-4-M Regular Interest. The Company has duly authorized the execution and delivery of eight Classes this Agreement to provide for (i) the conveyance to the Trust of Notesthe Mortgage Loans and certain other assets, designated as (ii) the issuance to the Company of the REMIC I Regular Interests and the Class A-1 NotesR-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I and the Class PPP Certificates, (iii) the conveyance to the Trust of the REMIC I Regular Interests, (iv) the issuance to the Company of the REMIC II Regular Interests and the Class A-2 NotesR-2 Residual Interest representing in the aggregate the entire beneficial interest in REMIC II, (v) the conveyance to the Trust of the REMIC II Regular Interests, (vi) the issuance to the Company of the Certificates (other than the Class A-33-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes A- 4 and Class B-2 Notes. All covenants PPP Certificates) and agreements made by the Owner Trustee herein are for Class 3-A-4-M Regular Interest, representing in the benefit and security of aggregate the Holders entire beneficial interest in REMIC III, (vii) the conveyance to the Trust of the Class A Notes, as further defined herein3-A-4-M Regular Interest and (viii) the issuance to the Company of the Class 3-A-4 Certificates. The Company and the Servicer are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) Trustee and the Note Insurer (as specified herein). The Owner Delaware Trustee is entering into this Indenture, and the Indenture Trustee is are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance of the Class A Notes Junior Subordinate Certificates and the Class B NotesPPP Certificates, there is also being issued the Certificate have been offered for sale pursuant to a Prospectus, dated January 6, 2006, and a Prospectus Supplement, dated January 27, 2006, of the Trust AgreementCompany (together, the “Prospectus”). The Owner Trustee hereby Grants Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated January 30, 2006. The Trust created hereunder is the Indenture Trustee“Trust” described in the Prospectus and the Private Placement Memorandum and the Certificates are the “Certificates” described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the benefit of REMIC I Regular Interests, the Holders of REMIC II Regular Interests, the Class A Notes REMIC III Regular Interests and the Class B NotesR Residual Interests: Class Designation for each Class of REMIC I Regular Certificate Initial Class Interests and the Class R-1 Residual Type of Interest Interest Rate (1) Principal Balance Final Maturity Date* Class C-Y-1 Regular 5.500% $ 12,484.35 February 2021 Class C-Y-2 Regular 7.000% 49,316.12 February 2036 Class C-Y-3 Regular 5.750% 263,791.01 February 2036 Class C-Y-4 Regular 6.500% 62,585.22 February 2036 Class C-Z-1 Regular 5.500% 24,956,207.64 February 2021 Class C-Z-2 Regular 7.000% 97,663,407.45 February 2036 Class C-Z-3 Regular 5.750% 527,318,226.23 February 2036 Class C-Z-4 Regular 6.500% 123,940,941.12 February 2036 Class C-X-M Regular 6.500%(2) ----- February 2036 Class C-P-M Regular (3) 4,420,231.22 February 2036 Class R-1† Residual 5.750% 100.00 February 2036 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as their interests appear, and, subject to the provisions hereofapplicable) matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of “latest possible maturity date” shall be the Note Insurer and the Swap Counterparty (until such time as the Final Maturity Date. † The Class R-1 Residual Interest Rate Swap Agreement has been terminated and all amounts owed is entitled to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes this Indenture to provide for the issuance of its Equipment Contract Backed Notes, designated Series 2015‑1 (the “Notes”), issuable as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesprovided in this Indenture. All covenants and agreements made by the Owner Trustee Issuer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, Noteholders. The Issuer and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is Custodian are entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance All things necessary to make this Indenture a valid agreement of the Class A Notes Issuer, the Trustee and the Class B NotesCustodian in accordance with its terms have been done. To secure the payment of the principal of and interest on the Notes in accordance with their terms, there is also being issued the Certificate pursuant to payment of all sums payable under this Indenture and the Trust Agreement. The Owner Trustee other Transaction Documents and the performance of the covenants contained in this Indenture and the other Transaction Documents, the Issuer hereby Grants to the Indenture Trustee, solely in trust and as collateral security as provided in this Indenture, for the benefit of the Secured Parties, a security interest in all of the Issuer’s “accounts,” “deposit accounts,” “securities accounts,” “chattel paper,” “payment intangibles,” “commercial tort claims,” “supporting obligations,” “promissory notes,” “letter‑of‑credit rights,” “documents,” “goods,” “fixtures,” “general intangibles,” “instruments,” “inventory,” “equipment,” “investment property,” “proceeds” (as each of the foregoing terms is defined in the UCC), rights, interests and property (whether now owned or hereafter acquired or arising), including the Issuer’s right, title and interest (whether now owned or hereafter acquired or arising, but not including any of the obligations) in and to and under the following: (a) the Contracts listed on the Contract Schedule from time to time; (b) the other related Contract Assets; (c) the Assignment Agreement; (d) any rights of the Issuer under the Purchase and Contribution Agreement; (e) any rights of the Issuer under the Servicing Agreement; (f) the Reserve Account, the Collection Account and the Servicer Transition Account and all amounts from time to time on deposit therein (including any Eligible Investments, investment property and other property at any time and from time to time on deposit in or credited to such accounts); (g) the Lockbox Account and all Available Funds from time to time on deposit in the Lockbox Account with respect to the Contracts and the Equipment; (h) any Insurance Policy and Insurance Proceeds; and (i) all income, payments and proceeds of the foregoing (including, but not by way of limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, investment property and other forms of obligations and receivables which at any time constitute all or part or are included in the proceeds of any of the foregoing) (all of the foregoing being hereinafter referred to as the “Collateral”). The foregoing Grant, transfer, assignment, set over and conveyance does not constitute and is not intended to result in a creation or an assumption by the Trustee or the Secured Parties of any obligation of the Issuer, the Servicer or any other Person in connection with the Collateral or under any agreement or instrument relating thereto. In furtherance and not in limitation of the foregoing, the Issuer hereby assigns to the Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)Secured Parties, all of the Owner Trustee's its right, title and interest in and to: GRANTING CLAUSE FIRST All to all liens and security interests in any assets, and all UCC financing statements related thereto. Notwithstanding the foregoing, Security Deposits shall not constitute part of the Owner Trustee's Collateral. The Trustee acknowledges its acceptance on behalf of the Secured Parties of a security interest in all of the Issuer’s right, title and interest, whether now or hereafter existing, interest in and to (a) the Receivables identified on Collateral and declares that it shall maintain the Schedule of Receivables absolutely assigned by Collateral in accordance with the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Dateprovisions hereof. EACH NOTEHOLDER BY PURCHASE OF ITS NOTE ACKNOWLEDGES AND AGREES THAT THE OBLIGATIONS EVIDENCED BY THE NOTES ARE LIMITED IN RECOURSE TO ONLY THE COLLATERAL AND NONE OF THE NEWSTAR EF PARTIES, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;THE INITIAL PURCHASER OR ANY OTHER PERSON SHALL HAVE ANY RECOURSE LIABILITY IN RESPECT THEREOF.

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for conveyance to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class A Notes, as further defined herein, and R Certificates representing ownership of the Class B Notes, R-1 Residual Interests) representing in the Swap Counterparty (as specified herein) and aggregate the Note Insurer (as specified herein)entire beneficial interest in REMIC II. The Owner Trustee Company is entering into this IndentureAgreement, and the Indenture Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated November 21, 2002, and a Prospectus Supplement, dated January 28, 2003, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated January 30, 2003. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class A Notes Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Certificate Initial Class Interest and the Class B NotesType of Interest Principal R-1 Residual Interest Interest Rate (1) Balance Final Maturity Date* ---------------------- -------- ------------ --------------- -------------------- Class Y-1 Regular Variable (2) $ 98,008.76 February 2033 Class Y-2 Regular Variable (3) 264,367.85 February 2033 Class Y-3 Regular Variable (4) 9,407.65 February 2033 Class Y-4 Regular Variable (5) 34,096.06 February 2033 Class Y-5 Regular Variable (6) 94,260.94 February 2033 Class Z-1 Regular Variable (2) 195,919,507.36 February 2033 Class Z-2 Regular Variable (3) 528,472,388.79 February 2033 Class Z-3 Regular Variable (4) 18,805,897.30 February 2033 Class Z-4 Regular Variable (5) 68,158,032.11 February 2033 Class Z-5 Regular Variable (6) 188,428,006.26 February 2033 Class R-1+ Residual 5.151% 100.00 February 2033 * The Distribution Date in the specified month, there which is also being issued the Certificate pursuant to month following the Trust Agreementmonth the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) matures. The Owner Trustee hereby Grants to the Indenture TrusteeFor federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of "latest possible maturity date" shall be the Holders of the Final Maturity Date. + The Class A Notes and the Class B Notes, as their interests appear, and, subject R-1 Residual Interest is entitled to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant On the Closing Date, the Depositor will acquire the Mortgage Loans from Principal Life Insurance Company, seller ("Principal"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to this Indenture, there the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire (i) the REMIC I Regular Interests and the Class R-I Certificate as consideration for its transfer to the Trust of the Mortgage Loans and the other property constituting the Trust and (ii) the REMIC II Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust. The Depositor has duly authorized the execution and delivery of eight Classes this Agreement to provide for the foregoing and the issuance of Notes, designated as (A) the REMIC I Regular Interests and the Class A-1 Notes, Class A-2 Notes, Class A-3R-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes I Certificates representing in the aggregate the entire beneficial ownership of REMIC I and Class B-2 Notes(B) the REMIC II Certificates representing in the aggregate the entire beneficial ownership of REMIC II. All covenants and agreements made by the Owner Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit and security of the Holders of the Class A NotesREMIC I Regular Interests, as further defined hereinthe Residual Certificates and the REMIC Regular Certificates. The parties hereto are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously The Class A, Class B, Class C, Class D and Class E Certificates have been offered for sale pursuant to the prospectus dated September 7, 2000, (the "Prospectus"), as supplemented by the preliminary prospectus supplement dated September 7, 2000 (together, with the issuance of Prospectus, the Class A Notes "Preliminary Prospectus Supplement") as further supplemented by the final prospectus supplement dated September 15, 2000 (together with the Prospectus, the "Final Prospectus Supplement") and the Class B NotesX, there is also being issued the Certificate Class F, Class G, Class H, Class J, Class K, Class L and Class M Certificates have been offered for sale pursuant to the Trust Agreementprivate placement memorandum dated September 15, 2000 (the "Private Placement Memorandum") and the Prospectus Supplement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of following sets forth the Class A Notes designation, Pass-Through Rate, initial Aggregate Certificate Balance (or initial Notional Amount) and Final Scheduled Distribution Date for each Class of REMIC I Regular Interests and the Class B Notes, as their R-I Certificates comprising the interests appear, and, subject to in REMIC I and each Class of REMIC II Certificates comprising the provisions hereof, for interests in REMIC II created hereunder: REMIC I The REMIC I Regular Interests have the benefit of pass-through rates and Certificate Balances set forth in the Note Insurer and the Swap Counterparty (until such time definition thereof. The Class R-I Certificates will be designated as the Interest Rate Swap Agreement has been terminated sole class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all amounts owed to the Swap Counterparty classes of REMIC I Regular Interests have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest and the Variable Servicing Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates and the Variable Servicing Interest. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for conveyance to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the Variable Servicing Interest and the Certificates, such Variable Servicing Interest and Certificates (other than the portion of the Class A Notes, as further defined herein, and R Certificates representing ownership of the Class B Notes, R-1 Residual Interest) representing in the Swap Counterparty (as specified herein) and aggregate the Note Insurer (as specified herein)entire beneficial interest in REMIC II. The Owner Trustee Company is entering into this IndentureAgreement, and the Indenture Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated February 10, 2004, and a Prospectus Supplement, dated June 21, 2004, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated June 24, 2004. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class A Notes Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests, the Certificates and the Variable Servicing Interest: REMIC I Interests Class Designation for each REMIC I Regular Certificate Initial Class Interest and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit Type of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Principal Final Maturity R-1 Residual Interest Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a1) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon Balance Date* ------------------------ ------------ -------------------- -------------------- ------------------------ Class A-1-L Regular Variable (including amounts received on any Extended Service Agreements relating thereto2) after the respective Cutoff Dates $ 172,500,000.00 July 2034 Class A-2A-L Regular Variable (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); 2) 35,000,000.00 July 2034 Class A-2B-L Regular Variable (b2) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; 46,000,000.00 July 2034 Class A-3-L Regular Variable (c2) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; 129,000,000.00 July 2034 Class A-4-L Regular Variable (d2) any property 103,500,000.00 July 2034 Class A-5-L Regular Variable (including the right to receive future Liquidation Proceeds2) that shall secure a Receivable; 88,451,000.00 July 2034 Class A-6-L Regular Variable (e2) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements 294,600,000.00 July 2034 Class B-1-L Regular Variable (to the extent related to the financed Receivables); 2) 11,689,000.00 July 2034 Class B-2-L Regular Variable (f2) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; 8,092,000.00 July 2034 Class B-3-L Regular Variable (g2) the Interest Rate Swap Agreement; and 4,495,000.00 July 2034 Class B-4-L Regular Variable (h2) the proceeds of any and all of the foregoing;1,798,000.00 July 2034 Class B-5-L Regular Variable (2) 1,348,000.00 July 2034 Class B-6-L Regular Variable (2) 2,700,280.28 July 2034 Class R-1+ Residual 3.963% 100.00 July 2034

PRELIMINARY STATEMENT. Pursuant On the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Holdings LLC (successor-in-interest by merger to this Indenture▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc.), there as seller ("MSMCH"), Nomura Credit & Capital, Inc., as seller ("Nomura") and American Mortgage Acceptance Company, as seller ("AMAC") and will be the owner of the Mortgage Loans and the other property being conveyed by it to the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire (i) the REMIC I Regular Interests and the Class R-I Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest, Exit Fees, Extension Fees and Extension Term Prepayment Premiums payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and the Class R-II Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Certificates (other than the portion of the Class P Certificates representing the right to receive Excess Interest, Exit Fees, Extension Fees and Extension Term Prepayment Premiums) as consideration for its transfer of the REMIC II Regular Interests to the Trust; and (iv) the portion of the Class P Certificates representing the right to receive Excess Interest, Exit Fees, Extension Fees and Extension Term Prepayment Premiums as consideration for its transfer to the Trust of such rights. The Depositor has duly authorized the execution and delivery of eight Classes this Agreement to provide for the foregoing and the issuance of Notes(A) the REMIC I Regular Interests and the Class R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, designated as (B) the REMIC II Regular Interests and the Class A-1 NotesR-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, and (C) the REMIC III Certificates representing in the aggregate the entire beneficial ownership of REMIC III and, in the case of the Class A-2 NotesP Certificates, the Class A-3-A NotesP Grantor Trust. Excess Interest, Exit Fees, Extension Fees and Extension Term Prepayment Premiums received on the Mortgage Loans shall be held in the Class A-3-B Notes, P Grantor Trust for the benefit of the Class A-4 Notes, Class B-1 Notes and Class B-2 NotesP Certificates. All covenants and agreements made by the Owner Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit and security of the Holders of the Class A NotesREMIC I Regular Interests, as further defined hereinthe REMIC II Regular Interests, the Residual Certificates, and the REMIC Regular Certificates (including the Class B NotesP Certificates to the extent of their interest in any Excess Interest, the Swap Counterparty (as specified herein) Exit Fees, Extension Fees and the Note Insurer (as specified hereinExtension Term Prepayment Premiums). The Owner Trustee is parties hereto are entering into this IndentureAgreement, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously The Class A Senior, Class A-M and Class A-J Certificates (collectively, the "Registered Certificates") will be offered for sale pursuant to the prospectus (the "Prospectus") dated December 12, 2007, as supplemented by a free writing prospectus dated December 13, 2007, as further supplemented by the free writing prospectus dated December 19, 2007 (together, the "Free Writing Prospectus", and together with the issuance of Prospectus, the Class A Notes "Preliminary Prospectus Supplement"), and as further supplemented by the final prospectus supplement dated December 20, 2007 (the "Prospectus Supplement", and together with the Prospectus, the "Final Prospectus Supplement"), and the Class B NotesX, there is also being issued the Certificate Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificates will be offered for sale pursuant to a Private Placement Memorandum dated December 20, 2007. REMIC I Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest will have a pass-through rate equal to the Trust AgreementREMIC I Net Mortgage Rate of the related Mortgage Loan, an initial principal amount (the initial "Certificate Balance") equal to the Scheduled Principal Balance as of the Cut-Off Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates, and a "latest possible maturity date" set to the Maturity Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time R-I Certificates will be designated as the Interest Rate Swap Agreement has been terminated sole Class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all amounts owed to the Swap Counterparty Classes of REMIC I Regular Interests have been paid in full), all of . REMIC II The REMIC II Regular Interests have the Owner Trustee's right, title Pass-Through Rates and interest Certificate Balances set forth in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which definition thereof. The Class R-II Certificates will be paid to designated as the Transferor); (b) the security interest sole Class of residual interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables REMIC II and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk defaultwill have no Certificate Balance and no Pass-Through Rate, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right but will be entitled to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any assets remaining in REMIC II after all Classes of REMIC II Regular Interests have been paid in full. The following table sets forth the Class designation, the corresponding REMIC II Regular Interest (the "Corresponding REMIC II Regular Interest") and all the initial Certificate Balance for each Class of Principal Balance Certificates (the "Corresponding Certificates"). INITIAL CLASS INITIAL REMIC II CORRESPONDING CERTIFICATE CORRESPONDING REMIC II REGULAR INTEREST CERTIFICATES BALANCE REGULAR INTERESTS CERTIFICATE BALANCE ------------- ------------- ---------------------- ------------------- Class A-1 $146,100,000 A-1 $146,100,000 Class A-1A $179,353,000 A-1A $179,353,000 Class A-2 $ 67,700,000 A-2 $ 67,700,000 Class A-3 $334,490,000 A-3 $334,490,000 Class A-M $103,949,000 A-M $103,949,000 Class A-J $ 72,765,000 A-J $ 72,765,000 Class B $ 18,191,000 B-1 $ 18,191,000 Class C $ 11,694,000 C $ 11,694,000 Class D $ 16,892,000 D $ 16,892,000 Class E $ 12,993,000 E $ 12,993,000 Class F $ 11,695,000 F $ 11,695,000 INITIAL CLASS INITIAL REMIC II CORRESPONDING CERTIFICATE CORRESPONDING REMIC II REGULAR INTEREST CERTIFICATES BALANCE REGULAR INTERESTS CERTIFICATE BALANCE ------------- ------------- ---------------------- ------------------- Class G $ 11,694,000 G $11,694,000 Class H $ 12,994,000 H $12,994,000 Class J $ 3,898,000 J $ 3,898,000 Class K $ 3,898,000 K $ 3,898,000 Class L $ 3,898,000 L $ 3,898,000 Class M $ 10,395,000 M $10,395,000 Class N $ 2,599,000 N $ 2,599,000 Class O $ 3,898,000 O $ 3,898,000 Class P $ 10,395,008 P $10,395,008 REMIC III The following sets forth the Class designation, Pass-Through Rate, initial Aggregate Certificate Balance (or initial Notional Amount) and Final Scheduled Distribution Date for each Class of REMIC III Certificates (or, in the case of the foregoing;Class P Certificates, the Class P REMIC Interest represented thereby) comprising the interests in REMIC III created hereunder. INITIAL AGGREGATE FINAL SCHEDULED REMIC III INTEREST INITIAL PASS-THROUGH CERTIFICATE BALANCE DISTRIBUTION DESIGNATION RATE(A) OR NOTIONAL AMOUNT DATE(B) ------------------ -------------------- ------------------ --------------- Class A-1 5.357% $ 146,100,000 07/15/2012 Class A-1A 5.419% $ 179,353,000 10/15/2017 Class A-2 5.649% $ 67,700,000 11/15/2016 Class A-3 5.569% $ 334,490,000 10/15/2017 Class A-M 5.931% $ 103,949,000 11/15/2017 Class A-J 6.489% $ 72,765,000 12/15/2017 Class B 6.489% $ 18,191,000 12/15/2017 Class C 6.489% $ 11,694,000 12/15/2017 Class D 6.489% $ 16,892,000 12/15/2017 Class E 6.489% $ 12,993,000 12/15/2017 Class F 6.489% $ 11,695,000 12/15/2017 Class G 6.489% $ 11,694,000 12/15/2017 Class H 6.489% $ 12,994,000 12/15/2017 Class J 4.514% $ 3,898,000 12/15/2017 Class K 4.514% $ 3,898,000 12/15/2017 Class L 4.514% $ 3,898,000 01/15/2018 Class M 4.514% $ 10,395,000 01/15/2018 Class N 4.514% $ 2,599,000 01/15/2018 Class O 4.514% $ 3,898,000 01/15/2018 Class P(d) 4.514% $ 10,395,008 01/15/2018 Class X 0.824% $1,039,491,008 01/15/2018 Class R-III(e) N/A N/A N/A

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby Issuer has duly authorized the execution and delivery of eight Classes this Indenture to provide for an issue of Notes, designated its Notes as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesprovided in this Indenture. All covenants and agreements made by the Owner Trustee Issuer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein)Noteholders. The Owner Trustee Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance delivery of this Indenture, Issuer is entering into a Transfer and Servicing Agreement with WFN Credit Company, LLC, a Delaware limited liability company, as Transferor, and World Financial Network National Bank, a national banking association, as Servicer, pursuant to which (a) Transferor will convey to Issuer all of its right, title and interest in, to and under (i) the Class A Notes and the Class B NotesCollateral Certificate, there is also being issued the which Transferor will have received from Certificate Trust pursuant to the Collateral Series Supplement, and (ii) on and after Certificate Trust AgreementTermination Date, the Receivables arising in the Accounts from time to time, which Transferor will have received from WFN pursuant to the Receivables Purchase Agreement and (b) Servicer will agree to service the Receivables and make collections thereon on behalf of the Noteholders on and after Certificate Trust Termination Date. The Owner Trustee GRANTING CLAUSE Issuer hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)Enhancement Providers, all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner TrusteeIssuer's right, title and interest, whether now owned or hereafter existingacquired, in in, to and to under (a) the Collateral Certificate, (b) the Receivables, (c) Collections and Recoveries related to and all money, instruments, investment property and other property distributed or distributable in respect of (together with all earnings, dividends, distributions, income, issues, and profits relating to) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor pursuant to the Seller terms of the Transfer and contributed by the Seller to the Owner Trustee Servicing Agreement, this Indenture and any Indenture Supplement; (d) all Eligible Investments and all money, investment property, instruments and other property on deposit from time to time in, credited to or related to the Collection Account, the Series Accounts and all moneys received thereon the Excess Funding Account (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as subaccounts of the applicable Cutoff Date if paid by the respective Obligor after any such Cutoff Dateaccount), which will be paid and in all interest, dividends, earnings, income and other distributions from time to the Transferor); (b) the security interest time received, receivable or otherwise distributed or distributable thereto or in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property respect thereof (including the right to receive future Liquidation Proceeds) that shall secure any accrued discount realized on liquidation of any investment purchased at a Receivablediscount); (e) the Contribution Agreementall rights, remedies, powers, privileges and claims of Issuer under or with respect to any Enhancement and the Transfer and Assignment Servicing Agreement and the Dealer Agreements (whether arising pursuant to the extent terms of the related Enhancement Agreement or the Transfer and Servicing Agreement or otherwise available to Issuer at law or in equity), including the rights of Issuer to enforce such Enhancement Agreement or the Transfer and Servicing Agreement, and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Enhancement Agreement or the Transfer and Servicing Agreement to the financed Receivables)same extent as Issuer could but for the assignment and security interest granted to Indenture Trustee for the benefit of the Noteholders; (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivablesall Insurance Proceeds; (g) the Interest Rate Swap Agreementall proceeds of any derivative contracts between Issuer and a counterparty, as described in any Indenture Supplement; and (h) all money, accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, deposit accounts, letters of credit, letter-of-credit rights and oil, gas, and other minerals consisting of, arising from or related to the foregoing; (i) all other property of Issuer; (j) all present and future claims, demands, causes 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 and or all of the foregoing;, including all proceeds, products, rents, receipts or profits of the conversion, voluntary or involuntary, into cash or other property, all cash and non-cash proceeds, and other property consisting of, arising from or relating to all or any part of any of the foregoing; and (k) any proceeds of the foregoing (collectively, the "COLLATERAL"). LIMITED RECOURSE The obligation of Issuer to make payments of principal, interest and other amounts in respect of the Notes is limited by recourse only to the Collateral.

PRELIMINARY STATEMENT. Pursuant to the Scheme (as this Indentureand other capitalized terms used in this Preliminary Statement and not otherwise defined in this Preliminary Statement are defined in Section 1.01 below), there Goal Acquisitions Limited, a private limited company organized under the laws of Guernsey, all of the outstanding share capital of which is hereby duly authorized owned by a wholly-owned subsidiary of Pernod, formed to effect the execution Allied Acquisition (“Bidco”), proposes to acquire (the “Allied Acquisition”) the entire outstanding share capital of Allied Domecq PLC, a public limited company organized under the laws of England and delivery Wales (“Allied”). Pursuant to the Acquisition Documents, (a) the Company has agreed to (or to cause a Subsidiary of eight Classes the Company to) fund into the Escrow Account approximately, 2,800,000,000 in cash (the “Escrow Funds”), which upon release in accordance with clause 2.4 of Notesthe Framework Agreement will be contributed to Bidco (the “Cash Contribution”) in exchange, designated as Class A-1 Notesamong other things, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by the Owner Trustee herein are for the benefit and security issuance to the Company (or a Subsidiary of the Holders Company) of the Class A NotesBidco Tracking Shares, as further defined herein(b) the Company has agreed to (or to cause a Subsidiary of the Company to) acquire the ▇▇▇▇▇▇ Assets from Pernod for approximately, 100,000,000 in cash, and (c) Pernod has agreed to cause substantially all of the Class B Notesassets and certain of the liabilities of the Acquired Brands to be transferred, directly or indirectly, to the Swap Counterparty Company (as specified hereinor one or more Subsidiaries of the Company) and during the Note Insurer six-month period commencing on the effective date of the Scheme (as specified hereinthe “Spirits Acquisition”). The Owner Trustee is entering into this IndentureCompany has requested that in connection with the consummation of the Allied Acquisition, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes Bidco Tracking Shares and the Class B Notesacquisition of the ▇▇▇▇▇▇ Assets, there is also being issued the Certificate pursuant Lenders make Loans to the Trust Agreement. The Owner Trustee hereby Grants Company in an aggregate principal amount of up to the Indenture Trustee, for the benefit $6,000,000,000 (up to $2,000,000,000 of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid which may be in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now one or hereafter existing, in and more Alternative Currencies) to (a) finance the Receivables identified on purchase of the Schedule of Receivables absolutely assigned by Bidco Tracking Shares and the Transferor ▇▇▇▇▇▇ Assets and fund certain other amounts payable pursuant to the Seller Acquisition Documents and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) pay the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables fees and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds expenses incurred in connection with Extended Service Agreements relating the Cash Contribution, the purchase of the ▇▇▇▇▇▇ Assets, the Spirits Acquisition, this Agreement and the Transactions. The Lenders have indicated their willingness to Defaulted Receivables from lend on the respective Cutoff Dates; (d) any property (including terms and subject to the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) conditions set forth in this Agreement. In consideration of the Contribution mutual covenants and agreements contained in this Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;parties hereto agree as follows:

PRELIMINARY STATEMENT. Pursuant On the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mortgage Capital Inc., as seller ("MSMC"), Principal Commercial Funding, LLC, as seller ("Principal"), Bear ▇▇▇▇▇▇▇ Commercial Mortgage, Inc., as seller ("BSCMI") and ▇▇▇▇▇ Fargo Bank, National Association, as seller ("▇▇▇▇▇ Fargo") and will be the owner of the Mortgage Loans and the other property being conveyed by it to this Indenture, there the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire (i) the REMIC I Regular Interests and the Class R-I Certificates as consideration for its transfer to the Trust of the Mortgage Loans (other than any Excess Interest payable thereon) and the other property constituting REMIC I; (ii) the REMIC II Regular Interests and the Class R-II Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III Certificates (other than the portion of the Class Q Certificates representing the right to receive Excess Interest) as consideration for its transfer of the REMIC II Regular Interests to the Trust; and (iv) the portion of the Class Q Certificates representing the right to receive Excess Interest as consideration for its transfer to the Trust of such right. The Depositor has duly authorized the execution and delivery of eight Classes this Agreement to provide for the foregoing and the issuance of Notes(A) the REMIC I Regular Interests and the Class R-I Certificates representing in the aggregate the entire beneficial ownership of REMIC I, designated as (B) the REMIC II Regular Interests and the Class A-1 NotesR-II Certificates representing in the aggregate the entire beneficial ownership of REMIC II, and (C) the REMIC III Certificates representing in the aggregate the entire beneficial ownership of REMIC III and, in the case of the Class A-2 NotesQ Certificates, the Class A-3-A Notes, Q Grantor Trust. Excess Interest received on the Mortgage Loans shall be held in the Class A-3-B Notes, Q Grantor Trust for the benefit of the Class A-4 Notes, Class B-1 Notes and Class B-2 NotesQ Certificates. All covenants and agreements made by the Owner Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit and security of the Holders of the REMIC I Regular Interests, the REMIC II Regular Interests, the Residual Certificates and the REMIC Regular Certificates (including the Class A Notes, as further defined hereinQ Certificates to the extent of their interest in any Excess Interest). The parties hereto are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously The Class A Senior, Class A-J, Class B, Class C, Class D and Class E Certificates will be offered for sale pursuant to the prospectus (the "Prospectus") dated September 2, 2005, as supplemented by the preliminary prospectus supplement dated October 7, 2005 (together with the issuance of Prospectus, the Class A Notes "Preliminary Prospectus Supplement"), and as further supplemented by the final prospectus supplement dated October 20, 2005 (together with the Prospectus, the "Final Prospectus Supplement"), and the Class B NotesX, there is also being issued the Certificate Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q and Class LF Certificates will be offered for sale pursuant to a Private Placement Memorandum dated October 20, 2005. REMIC I Each REMIC I Regular Interest (a "Corresponding REMIC I Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I Regular Interest (other than the Trust AgreementREMIC I Pooled Regular Interest and the REMIC I Non-Pooled Regular Interest) will have a pass-through rate equal to the REMIC I Net Mortgage Rate of the related Mortgage Loan, an initial principal amount (the initial "Certificate Balance") equal to the Scheduled Principal Balance as of the Cut-Off Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates, and a "latest possible maturity date" set to the Maturity Date of the Mortgage Loan to which the Corresponding REMIC I Regular Interest relates. Each of the REMIC I Pooled Regular Interest and the REMIC I Non-Pooled Regular Interest (each of which are Corresponding REMIC I Regular Interests with respect to the Lakeforest Mall Mortgage Loan) will have a pass-through rate equal to its REMIC I Net Mortgage Rate and a "latest possible maturity date" set to the Maturity Date of the Lakeforest Mall Mortgage Loan. The Owner Trustee hereby Grants REMIC I Pooled Regular Interest and the REMIC I Non-Pooled Regular Interest have an initial Certificate Balance equal to the Indenture TrusteeLakeforest Mall Mortgage Loan Pooled Balance and the Lakeforest Mall Mortgage Loan Non-Pooled Balance, for the benefit respectively, in each case as of the Holders of the Closing Date. The Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time R-I Certificate will be designated as the Interest Rate Swap Agreement has been terminated sole Class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all amounts owed to the Swap Counterparty Classes of REMIC I Regular Interests have been paid in full), all of . REMIC II The REMIC II Regular Interests have the Owner Trustee's right, title pass-through rates and interest Certificate Balances set forth in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which definition thereof. The Class R-II Certificates will be paid to designated as the Transferor); (b) the security interest sole Class of residual interests in the Financed Vehicles granted by the Obligors pursuant to the Receivables REMIC II and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk defaultwill have no Certificate Balance and no Pass-Through Rate, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right but will be entitled to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any assets remaining in REMIC II after all Classes of REMIC II Regular Interests have been paid in full. The following table sets forth the Class designation, the corresponding REMIC II Regular Interest (the "CORRESPONDING REMIC II REGULAR INTEREST") and all the initial Certificate Balance for each Class of Principal Balance Certificates (the "CORRESPONDING CERTIFICATES"). CORRESPONDING INITIAL REMIC II CORRESPONDING INITIAL CLASS REMIC II REGULAR REGULAR INTEREST CERTIFICATES CERTIFICATE BALANCE INTERESTS CERTIFICATE BALANCE ------------- ------------------- ---------------- ------------------- Class A-1 $126,750,000 A-1 $126,750,000 Class A-2 $189,450,000 A-2 $189,450,000 Class A-3 $176,000,000 A-3 $176,000,000 Class A-AB $142,600,000 A-AB $142,600,000 Class A-4A $954,956,000 A-4A $954,956,000 Class A-4B $130,816,000 A-4B $130,816,000 Class A-J $147,699,000 A-J $147,699,000 CORRESPONDING INITIAL REMIC II CORRESPONDING INITIAL CLASS REMIC II REGULAR REGULAR INTEREST CERTIFICATES CERTIFICATE BALANCE INTERESTS CERTIFICATE BALANCE ------------- ------------------- ---------------- ------------------- Class B $15,548,000 B $15,548,000 Class C $20,730,000 C $20,730,000 Class D $15,547,000 D $15,547,000 Class E $28,503,000 E $28,503,000 Class F $18,139,000 F $18,139,000 Class G $18,139,000 G $18,139,000 Class H $23,321,000 H $23,321,000 Class J $18,138,000 J $18,138,000 Class K $ 5,183,000 K $ 5,183,000 Class L $ 7,773,000 L $ 7,773,000 Class M $ 7,774,000 M $ 7,774,000 Class N $ 2,591,000 N $ 2,591,000 Class O $ 2,591,000 O $ 2,591,000 Class P $ 5,183,000 P $ 5,183,000 Class Q $15,547,628 Q $15,547,628 Class LF $20,000,000 LF $20,000,000 REMIC III AND CLASS Q GRANTOR TRUST The following sets forth the Class designation, Pass-Through Rate, initial Aggregate Certificate Balance (or initial Notional Amount) and Final Scheduled Distribution Date for each Class of REMIC III Certificates comprising the interests in REMIC III created hereunder, and in the case of the foregoing;Class Q Certificates, the beneficial ownership interest in the Class Q Grantor Trust. INITIAL AGGREGATE FINAL SCHEDULED REMIC III INTEREST INITIAL PASS- CERTIFICATE BALANCE DISTRIBUTION DESIGNATION THROUGH RATE(A) OR NOTIONAL AMOUNT DATE(B) ------------------ --------------- ------------------- --------------- Class A-1 4.940% $ 126,750,000 07/12/2010 Class A-2 5.127% $ 189,450,000 10/12/2010 Class A-3 5.303% $ 176,000,000 10/12/2012 Class A-AB 5.287% $ 142,600,000 10/12/2014 Class A-4A 5.303% $ 954,956,000 09/12/2015 Class A-4B 5.303% $ 130,816,000 10/12/2015 Class A-J 5.303% $ 147,699,000 11/12/2015 Class X 0.047% $2,072,978,628 09/12/2025 Class B 5.303% $ 15,548,000 11/12/2015 Class C 5.303% $ 20,730,000 11/12/2015 Class D 5.303% $ 15,547,000 11/12/2015 Class E 5.303% $ 28,503,000 11/12/2015 Class F 5.303% $ 18,139,000 11/12/2015 Class G 5.303% $ 18,139,000 11/12/2015 INITIAL AGGREGATE FINAL SCHEDULED REMIC III INTEREST INITIAL PASS- CERTIFICATE BALANCE DISTRIBUTION DESIGNATION THROUGH RATE(A) OR NOTIONAL AMOUNT DATE(B) ------------------ --------------- ------------------- --------------- Class H 5.303% $23,321,000 05/12/2016 Class J 5.303% $18,138,000 09/12/2016 Class K 4.973% $ 5,183,000 11/12/2016 Class L 4.973% $ 7,773,000 10/12/2018 Class M 4.973% $ 7,774,000 06/12/2020 Class N 4.973% $ 2,591,000 08/12/2020 Class O 4.973% $ 2,591,000 08/12/2020 Class P 4.973% $ 5,183,000 10/12/2021 Class Q(c) 4.973% $15,547,628 09/12/2025 Class LF 5.057% $20,000,000 07/12/2010 Class R-III(d) N/A N/A N/A

PRELIMINARY STATEMENT. Pursuant On the Closing Date, the Depositor will acquire the Mortgage Loans from ▇▇▇▇▇▇▇ National Life Insurance Company, as seller ("▇▇▇▇▇▇▇ National"), and will be the owner of the Mortgage Loans and the other property being conveyed by it to this Indenture, there the Trustee for inclusion in the Trust which is hereby created. On the Closing Date, the Depositor will acquire (i) the REMIC I Regular Interests and the Class R-I Certificate as consideration for its transfer to the Trust of the Mortgage Loans and the other property constituting the Trust and (ii) the REMIC II Certificates as consideration for its transfer of the REMIC I Regular Interests to the Trust. The Depositor has duly authorized the execution and delivery of eight Classes this Agreement to provide for the foregoing and the issuance of Notes, designated as (A) the REMIC I Regular Interests and the Class A-1 Notes, Class A-2 Notes, Class A-3R-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes I Certificates representing in the aggregate the entire beneficial ownership of REMIC I and Class B-2 Notes(B) the REMIC II Certificates representing in the aggregate the entire beneficial ownership of REMIC II. All covenants and agreements made by the Owner Depositor and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust are for the benefit and security of the Holders of the Class A NotesREMIC I Regular Interests, as further defined hereinthe Residual Certificates and the REMIC Regular Certificates. The parties hereto are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously The Class A and Class B Certificates have been offered for sale pursuant to the prospectus dated January 11, 2001 (the "Prospectus"), as supplemented by the preliminary prospectus supplement dated January 11, 2001 (together, with the issuance of Prospectus, the Class A Notes "Preliminary Prospectus Supplement") as further supplemented by the final prospectus supplement dated January 24, 2001 (together with the Prospectus, the "Final Prospectus Supplement") and the Class B NotesX, there is also being issued the Certificate Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N and Class O Certificates have been offered for sale pursuant to the Trust Agreementprivate placement memorandum dated January 24, 2001 (the "Private Placement Memorandum") and the Prospectus Supplement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of following sets forth the Class A Notes designation, initial Pass-Through Rate, initial Aggregate Certificate Balance (or initial Notional Amount), and Final Scheduled Distribution Date and Final Rated Distribution Date for each Class of REMIC I Regular Interests and the Class B Notes, as their R-I Certificates comprising the interests appear, and, subject to in REMIC I and each Class of REMIC II Certificates comprising the provisions hereof, for interests in REMIC II created hereunder: REMIC I The REMIC I Regular Interests have the benefit of pass-through rates and Certificate Balances set forth in the Note Insurer and the Swap Counterparty (until such time definition thereof. The Class R-I Certificates will be designated as the Interest Rate Swap Agreement has been terminated sole class of residual interests in REMIC I and will have no Certificate Balance and no Pass-Through Rate, but will be entitled to receive the proceeds of any assets remaining in REMIC I after all amounts owed to the Swap Counterparty classes of REMIC I Regular Interests have been paid in full). REMIC II INITIAL AGGREGATE INITIAL CERTIFICATE FINAL SCHEDULED FINAL RATED PASS-THROUGH PRINCIPAL OR DISTRIBUTION DISTRIBUTION DESIGNATION RATE(A) NOTIONAL AMOUNT DATE(B) DATE(C) ----------- ------- --------------- ------- ------- Class A-1 5.98000% $ 127,296,000.00 9/15/2006 February 1, all of the Owner Trustee's right2031 Class A-2 6.40000% $ 189,000,000.00 10/15/2011 February 1, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right2031 Class A-3 6.54000% $ 215,300,000.00 10/15/2011 February 1, title and interest2031 Class X 1.61990% $ 623,573,069.00 8/15/2025 February 1, whether now or hereafter existing2031 Class B 6.87000% $ 15,589,000.00 12/15/2011 February 1, in and to (a2031 Class C 7.07000% $ 17,148,000.00 12/15/2012 February 1, 2031 Class D 7.21000% $ 5,456,000.00 5/15/2013 February 1, 2031 Class E 7.83544% $ 10,913,000.00 3/15/2014 February 1, 2031 Class F 8.08544% $ 4,677,000.00 8/15/2014 February 1, 2031 Class G 8.08544% $ 8,574,000.00 6/15/2015 February 1, 2031 Class H 6.50000% $ 9,353,000.00 8/15/2016 February 1, 2031 Class J 6.50000% $ 3,118,000.00 12/15/2016 February 1, 2031 Class K 6.50000% $ 3,118,000.00 7/15/2017 February 1, 2031 Class L 6.50000% $ 4,677,000.00 9/15/2018 February 1, 2031 Class M 6.50000% $ 1,559,000.00 3/15/2019 February 1, 2031 Class N 6.50000% $ 1,559,000.00 9/15/2019 February 1, 2031 Class O 6.50000% $ 6,236,069.00 8/15/2025 February 1, 2031 Class R-II(d) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;N/A N/A N/A N/A

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes this Indenture to provide for the issuance from time to time of the Issuer's notes, Series 1995-l (hereinafter called the "Notes"), designated issuable in one or more tranches (each, a "Tranche") as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesprovided in this Indenture. All covenants and agreements made by the Owner Issuer, the Servicer, the Indenture Trustee and the Back-up Servicer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, Notes and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Bond Insurer (as specified hereinhereinafter defined). The Owner Issuer, the Servicer, the Indenture Trustee is and the Back-up Servicer are entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance All things necessary to make this Indenture a valid agreement of the Class A Notes Issuer, the Servicer, the Indenture Trustee and the Class B NotesBack-up Servicer in accordance with its terms have been done. GRANTING CLAUSE To secure the payment of the principal of and interest on the Notes in accordance with their terms, there is also being issued the Certificate pursuant to payment of all of the Trust Agreement. The Owner Trustee sums payable under this Indenture and the performance of the covenants contained in this Indenture, the Issuer hereby Grants to the Indenture Trustee, solely in trust and as collateral security as provided in this Indenture, for the ratable benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)Bond Insurer, all of the Owner TrusteeIssuer's rightrights, title and interest in and toto the following and any and all benefits accruing to the Issuer from: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Lease Receivables identified and Lease Contracts and all payments on the Schedule of Receivables absolutely assigned by the Transferor or with respect to the Seller Lease Contracts and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) Lease Receivables due after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff related Cut-Off Date, which will be paid to the Transferor); (b) the Equipment and any security interest of the Issuer in any of the Financed Vehicles granted Equipment that is not owned by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed VehiclesIssuer; (c) the interest any rights of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering Issuer under each Insurance Policy related to the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff DatesLease Contracts and Insurance Proceeds; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a ReceivableContribution Agreement; (e) the Contribution Servicing Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) all amounts from time to time on deposit in the original retail installment contracts Collection Account, the Advance Payment Account, and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;Cash Collateral

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates), the Class R-2 Residual Interest and the Variable Servicing Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates and the Variable Servicing Interest. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for conveyance to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the Variable Servicing Interest and the Certificates, such Variable Servicing Interest and Certificates (other than the portion of the Class A Notes, as further defined herein, and R Certificates representing ownership of the Class B Notes, R-1 Residual Interest) representing in the Swap Counterparty (as specified herein) and aggregate the Note Insurer (as specified herein)entire beneficial interest in REMIC II. The Owner Trustee Company is entering into this IndentureAgreement, and the Indenture Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated February 21, 2002, and a Prospectus Supplement, dated February 22, 2002 (as supplemented by a Supplement dated February 26, 2002), of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated February 26, 2002. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class A Notes Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests, the Variable Servicing Interest and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Certificate Initial Class Interest and the Class B NotesType of Interest Principal Final Maturity R-1 Residual Interest Interest Rate (1) Balance Date* ---------------------- -------- ------------ ----------------- ---------------- Class A-L Regular Variable (2) $ 825,697,300.00 February 2034 Class B-1-L Regular Variable (2) 8,892,100.00 February 2034 Class B-2-L Regular Variable (2) 4,657,800.00 February 2034 Class B-3-L Regular Variable (2) 2,540,600.00 February 2034 Class B-4-L Regular Variable (2) 1,693,800.00 February 2034 Class B-5-L Regular Variable (2) 1,270,300.00 February 2034 Class B-6-L Regular Variable (2) 2,117,196.58 February 2034 Class R-1+ Residual 4.324% 100.00 February 2034 * The Distribution Date in the specified month, there which is also being issued the Certificate pursuant to month following the Trust Agreementmonth the latest maturing Mortgage Loan matures. The Owner Trustee hereby Grants to the Indenture TrusteeFor federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of "latest possible maturity date" shall be the Holders of the Final Maturity Date. + The Class A Notes and the Class B Notes, as their interests appear, and, subject R-1 Residual Interest is entitled to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes of Notesthis Indenture to provide for its Collateralized Mortgage Obligations, designated Series 1997-NMC1 (the "Bonds"), issuable as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesprovided in this Indenture. All covenants and agreements made by the Owner Trustee Issuer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, Bonds and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein)Bond Insurer. The Owner Trustee Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance All things necessary to make this Indenture a valid agreement of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust AgreementIssuer in accordance with its terms have been done. GRANTING CLAUSE The Owner Trustee Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Class A Notes Bonds and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)Bond Insurer, all of the Owner TrusteeIssuer's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on Mortgage Loans listed in Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the Schedule of Receivables absolutely assigned by the Transferor related Mortgage Files delivered or to be delivered to the Seller and contributed by the Seller Indenture Trustee pursuant to the Owner Trustee from time to time Mortgage Loan Sale Agreement, all payments of principal received, collected or otherwise recovered after the applicable Cut-off Date for each Mortgage Loan, all payments of interest accruing on each Mortgage Loan after the applicable Cut-off Date therefor whenever received and all moneys other proceeds received thereon (including amounts received on in respect of such Mortgage Loans, and any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff DateQualified Replacement Mortgage Loan, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; MBIA Insurance Policy, (c) the interest of the Owner Trustee in any proceeds from claims on any risk defaultServicing Agreement, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; Mortgage Loan Sale Agreement, (e) the Mortgage Loan Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; Management Agreement, (g) the Interest Rate Swap Agreement; and Insurance Policies, (h) all cash, instruments or other property held or required to be deposited in the Collection Account and the Bond Account, including all investments made with funds in such accounts (but not including any income on funds deposited in, or investments made with funds deposited in, the Collection Account, which income shall belong to and be for the account of the Servicer, and not including any income on funds deposited in, or investments made with funds deposited in the Bond Account, which income shall belong to and be for the account of the Indenture Trustee), (i) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Bonds equally and ratably without prejudice, priority or distinction between any Bond and any other Bond by reason of difference in time of issuance or otherwise, and for the benefit of the Bond Insurer to secure (x) the payment of all amounts due on the Bonds in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the end that the interests of the Holders of the Bonds may be adequately and effectively protected. The Indenture Trustee agrees that it will hold the MBIA Insurance Policy in trust and that it will hold any proceeds of any claim upon the MBIA Insurance Policy, solely for the use and all benefit of the foregoing;Bondholders in accordance with the terms hereof and the MBIA Insurance Policy.

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trustee for inclusion in the Trust Fund. On the Closing Date, there is hereby the Company will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Mortgage Loans and certain other assets and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of eight Classes this Agreement to provide for the conveyance to the Trustee of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes the Mortgage Loans and Class B-2 Notesthe issuance to the Company of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Owner Company, the Bank and the Trustee herein with respect to the Mortgage Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Class A Notes, as further defined herein, Certificates and the Class B Notes, Certificate Insurer. Each of the Swap Counterparty (as specified herein) Company and the Note Insurer (as specified herein). The Owner Trustee Bank is entering into this IndentureAgreement, and the Indenture Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance The Class I-A and Class II-A Certificates issued hereunder have been offered for sale pursuant to a Prospectus, dated September 18, 1997, and a Prospectus Supplement, dated September 18, 1997, of the Class A Notes Company (together, the "Prospectus"). The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. The following table sets forth the designation, type of interest, Remittance Rate, initial Class B Notes, there is also being issued Principal Balance and last scheduled Distribution Date for each Class of Certificates comprising the Certificate pursuant to interests in the Trust AgreementFund created hereunder: DESIGNATION TYPE OF REMITTANCE INITIAL CLASS LAST SCHEDULED INITIAL ----------- INTEREST RATE PRINCIPAL DISTRIBUTION DATE* RATINGS -------- ---- BALANCE ----------------- ------- ------- S&P ▇▇▇▇▇'▇ --- ------- Class I-A Regular(2) (1) $285,686,562 October 25, 2026 AAA Aaa Class II-A Regular(2) (1) $409,998,258 July 25, 2027 AAA Aaa Class I-R+ Residual -- -- October 25, 2026 -- -- Class II-R+ Residual -- -- July 25, 2027 -- -- ________________ * The Distribution Date in the month after the maturity date for the latest maturing Mortgage Loan in the related Loan Group (the "latest possible maturity date" for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations). + The Owner Trustee hereby Grants Class R Certificates are entitled to the Indenture Trusteereceive, for the benefit of related Loan Group, the Holders of the Class A Notes and the Class B NotesResidual Distribution Amount, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (Excess Interest to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;described herein.

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for conveyance to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class A Notes, as further defined hereinR Certificates representing ownership of the Class R-1 Residual Interest) representing in the aggregate the entire beneficial interest in REMIC II. The Company and the Servicer are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) Trustee and the Note Insurer (as specified herein). The Owner Delaware Trustee is entering into this Indenture, and the Indenture Trustee is are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated April 20, 2005, and a Prospectus Supplement, dated April 21, 2005, of the Class A Notes Company (together, the “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated April 26, 2005. The Trust created hereunder is intended to be the “Trust” described in the Prospectus and the Class B Notes, there is also being issued Private Placement Memorandum and the Certificate pursuant Certificates are intended to be the Trust Agreement“Certificates” described therein. The Owner Trustee hereby Grants to following tables set forth the Indenture Trusteedesignation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: Class 1-CB-1-L Regular 5.500% $ 39,748,000.00 May 2035 Class 1-CB-2-L Regular 5.500% 2,049,000.00 May 2035 Class 1-CB-3-L Regular 5.500% 356,447,000.00 May 2035 Class 1-CB-5-L Regular 5.500% 10,953,000.00 May 2035 Class 1-CB-6-L Regular 5.500% 8,770,300.00 May 2035 Class 2-A-1-L Regular 5.500% 8,815,000.00 May 2035 Class 2-A-2-L Regular 5.500% 34,500,000.00 May 2035 Class 2-A-3-L Regular 5.500% 46,317,000.00 May 2035 Class 2-A-5-L Regular 5.500% 2,614,000.00 May 2035 Class 2-A-6-L Regular 5.500% 455,000.00 May 2035 Class C-X-L Regular 5.500%(2) ----- May 2035 Class C-P-L Regular (3) 2,059,478.92 May 2035 Class B-1-L Regular 5.500% 9,725,000.00 May 2035 Class B-2-L Regular 5.500% 6,753,000.00 May 2035 Class B-3-L Regular 5.500% 4,322,000.00 May 2035 Class B-4-L Regular 5.500% 3,241,000.00 May 2035 Class B-5-L Regular 5.500% 2,161,000.00 May 2035 Class B-6-L Regular 5.500% 1,352,676.17 May 2035 Class R-1† Residual 5.500% 100.00 May 2035 * The Distribution Date in the specified month, which is the month following the month the latest maturing Mortgage Loan in the related Loan Group (or Loan Groups, as applicable) matures. For federal income tax purposes, for each Class of REMIC I Regular and Residual Interests, the benefit of “latest possible maturity date” shall be the Holders of the Final Maturity Date. † The Class A Notes and the Class B Notes, as their interests appear, and, subject R-1 Residual Interest is entitled to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of receive the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables Residual Distribution Amount and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant At a Participants' special meeting held on October 21, 1993, the Participants agreed to amend the Agreement to limit the Participants' rights and obligations with respect to transactions under the Interconnection Agreement to those transactions that are approved by Vote of Participants, use transmission capacity normally scheduled for deliveries of Contract energy, or have a duration of not more than six months and to make certain related changes to clarify how a Participant's Interconnection Transactions Entitlement is determined and the procedure by which a Participant may elect not to participate in such transactions that are either approved by Vote or are for a term of not to exceed six months. The Participants also Voted to direct the Joint Owners to execute an amendment (Amendment No. 3) to the Contract under which only Central Vermont Public Service Corporation and Green Mountain Power Corporation would remain as Vermont parties and that all Participants, including Central Vermont Public Service Corporation and Green Mountain Power Corporation, would continue to obtain their Contract entitlements to Schedule A/B Power and Schedule C Power pursuant to the Agreement. Finally, the Agreement contains a number of provisions that no longer have any effect or that have never been and never will be given effect, including preconditions (under existing Article II) to this Indenture, there is hereby duly authorized Agreement's effectiveness; provisions (under existing Article V) governing the execution allocation of Schedule A/B power and initial allocations of Schedule C Power; provisions (under existing Article VI) providing for analysis of the transmission paths available for the delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes Contract power and Class B-2 Notes. All covenants and agreements made by the Owner Trustee herein are energy; provisions (under existing Article VII) providing for the benefit assignment of transmission capacity in Existing Delivery Facilities held by Excess Participants to Deficient Participants; provisions (under existing Articles VIII and security IX) for the joint construction or use of New Transmission Facilities and New Block-Loading Facilities that have not been and will not be constructed or used; and provisions (under existing Article X) providing for the Holders recovery of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein)costs of providing transmission to Deficient Participants or constructing New Transmission Facilities or New Block-Loading Facilities. The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts created herebyAccordingly, for good and valuable consideration, the receipt and sufficiency of which are is hereby acknowledged. Simultaneously with the issuance of the Class A Notes , and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit provisions of Section 13.3 of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoingit is hereby agreed as follows;

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes of Notesthis Indenture to provide for its Collateralized Mortgage Bonds, designated (the "Bonds"), issuable as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesprovided in this Indenture. All covenants and agreements made by the Owner Trustee Issuer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein)Bonds. The Owner Trustee Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance All things necessary to make this Indenture a valid agreement of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust AgreementIssuer in accordance with its terms have been done. GRANTING CLAUSE The Owner Trustee Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)Bonds, all of the Owner TrusteeIssuer's right, title and interest in and to: GRANTING CLAUSE FIRST All to (a) the Mortgage Loans identified in Schedule A to this Indenture, including the related Mortgage Documents, which the Issuer has caused to be delivered to the Trustee herewith, and all interest and principal received or receivable by the Issuer on or with respect to the such Mortgage Loans after the Cut-Off Date and all interest and principal payments on the such Mortgage Loans received prior to the Cut-off Date in respect of installments of interest and principal due thereafter, but not including payments of interest and principal due and payable on such Mortgage Loans on or before the Cut-off Date, and all other proceeds received in respect of such Mortgage Loans, (b) the Issuer's rights under the Purchase Agreements and the Servicing Agreements, as modified by the Acknowledgements, and the Mortgage Loan Purchase and Sale Agreement, (c) the Insurance Policies, (d) all cash, instruments or other property held or required to be deposited in the Custodial Accounts and the Pledged Accounts (exclusive of any earnings on investments made with funds deposited in the Distribution Account), (e) property that secured a Mortgage Loan that has become an REO Property, (f) the pledge, control and guaranty agreements and the Limited Purpose Surety Bonds relating to the Additional Collateral Mortgage Loans, and (g) all proceeds of the Owner conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all Insurance Proceeds, Liquidation Proceeds and condemnation awards. In addition, the Holder of the Class X Bonds hereby Grants to the Trustee, for the exclusive benefit of the Holders of the LIBOR Bonds, all of such Holder's right, title and interest, whether now or hereafter existing, interest in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (Basis Risk Reserve Fund to the extent related provided herein. Such Grants are made, however, in trust, to secure the (i) the payment of all sums payable under this Indenture with respect to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; Bonds, and (hii) compliance with the proceeds provisions of any this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and all agrees to perform the duties herein required to the best of its ability to the end that the interests of the foregoing;Holders of the Bonds may be adequately and effectively protected.

PRELIMINARY STATEMENT. Pursuant to this IndentureThe Depositor, there is hereby the Trustee and the Securities Intermediary have duly authorized the execution and delivery of eight these Standard Terms for Trust Agreements (as amended or modified, these “Standard Terms”) to provide for one or more Series (and, if applicable, one or more Classes within each such Series) of NotesPass-Through Repackaged Trust Certificates (the “Certificates”), designated issuable from time to time as provided in these Standard Terms. Each such Series (or each Class A-1 Noteswithin such Series) of Certificates will be issued pursuant to a separate series supplement to these Standard Terms duly executed and delivered by the Depositor, Class A-2 Notesthe Administrative Agent, Class A-3-A Notesif any, Class A-3-B Notesspecified in the applicable Series Supplement, Class A-4 Notesand the Trustee. With respect to each Series of Certificates, Class B-1 Notes these Standard Terms and, unless the context otherwise requires, the related Series Supplement and Class B-2 Notesall amendments thereto shall be known as the “Trust Agreement.” It is the intention of the parties hereto that the Trust for any Series created pursuant to such series supplement to these Standard Terms constitute a statutory trust under the Delaware Statutory Trust Act, 12 Del. Code 3801 et seq. All representations, covenants and agreements made in each Trust Agreement by each of the Owner Depositor, the Administrative Agent, if any, the Trustee herein and the Securities Intermediary are for the benefit and security of the Holders Certificateholders of the Class A Notesrelated Series and, as further defined hereinto the extent provided in the applicable Series Supplement, for the benefit and security of any other party specified therein (including, if applicable, any Credit Support Provider). The Depositor and the Securities Intermediary are entering into these Standard Terms, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant The Depositor at the Closing Date is a party to the Purchase and Sale Agreement, the Elective Purchase Agreement and the Conditional Asset Purchase Agreement (collectively, the "Assigned Agreements") and the other property being conveyed by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, (A) the Depositor will assign the Assigned Agreements to the Trustee in trust for the benefit of Certificateholders; (B) the Trustee will execute and authenticate the Certificates; (C) the Trustee will, at the direction of the Depositor, deliver the Class A-1 and Class A-2 Certificates to the Underwriter in exchange for a cash purchase price therefor; (D) the Trustee will deliver such proceeds and the Class B and Class R Certificates to the Seller pursuant to the Purchase and Sale Agreement in exchange for the Pooled Securities; and (E) the Trustee will hold such Pooled Securities in trust for the benefit of Certificateholders and apply payments received thereon and the proceeds of disposition thereof in accordance with the terms of this Indenture, there is hereby Agreement. The Depositor has duly authorized the execution and delivery of eight Classes this Agreement to provide for the conveyance to the Trustee of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes the Pooled Securities and Class B-2 Notesthe issuance of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Owner Depositor and the Trustee herein with respect to the Pooled Securities are for the benefit and security of the Holders from time to time of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein)Certificates. The Owner Trustee Depositor is entering into this IndentureAgreement, and the Indenture Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously The Certificates (other than the Class B and Class R Certificates) issued hereunder have been offered for sale pursuant to a Prospectus Supplement, dated October 31, 2000 (the "Prospectus Supplement"), to a Prospectus, dated January 27, 2000 (together with the issuance Prospectus Supplement, the "Prospectus") of the Depositor. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Certificates are intended to be the "Certificates" described therein. As provided herein, the Trustee will elect to treat the Trust Fund consisting of the Pooled Securities and other related assets subject to this Agreement as a REMIC for federal income tax purposes. The Class A Notes A-1, Class A-2 and Class B Certificates will represent the "regular interests" and the Class B Notes, there is also being issued R Certificate will represent the Certificate pursuant to sole class of "residual interests" in the Trust AgreementREMIC for purposes of the REMIC Provisions under federal income tax law. The Owner Trustee hereby Grants to following table irrevocably sets forth the Indenture Trusteedesignations, the Remittance Rate, initial Class Principal Balance and Final Scheduled Distribution Date for each Class of Certificates which together constitute the benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security entire beneficial ownership interest in the Financed Vehicles granted by REMIC. Determined solely for purposes of satisfying Treasury regulation section 1.860G-1(a)(4)(iii). Initial Class Remittance Final Scheduled Designation Principal Balance Rate Distribution Date ----------- ----------------- ---------- ----------------- Class A-1 $474,297,000 (1) November 27, 2001 Class A-2 158,099,000 6.68% November 27, 2001 Class B 87,270,000 6.5%(2) November 27, 2001 Class R N/A N/A November 27, 2001 ---------------- 1 The Remittance Rate for the Obligors pursuant Class A-1 Certificates is equal to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;LIBOR plus 0.03%.

PRELIMINARY STATEMENT. Pursuant The Company at the Closing Date is the owner of the Mortgage Loans and the other property being conveyed by it to this Indenturethe Trust. On the Closing Date, there is hereby the Company will acquire the REMIC I Regular Interests and the Class R-1 Residual Interest from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the REMIC I Regular Interests and the Class R-1 Residual Interest. Thereafter on the Closing Date, the Company will acquire the Certificates (other than the Class R Certificates) and the Class R-2 Residual Interest from the Trust as consideration for its transfer to the Trust of the REMIC I Regular Interests and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by this Agreement to provide for (i) the Owner Trustee herein are for conveyance to the benefit and security Trust of the Holders Mortgage Loans and certain other assets, (ii) the issuance to the Company of the REMIC I Regular Interests and the Class R-1 Residual Interest representing in the aggregate the entire beneficial interest in REMIC I, (iii) the conveyance to the Trust of the REMIC I Regular Interests and (iv) the issuance to the Company of the Certificates, such Certificates (other than the portion of the Class A Notes, as further defined herein, and R Certificates representing ownership of the Class B Notes, R-1 Residual Interest) representing in the Swap Counterparty (as specified herein) and aggregate the Note Insurer (as specified herein)entire beneficial interest in REMIC II. The Owner Trustee Company is entering into this IndentureAgreement, and the Indenture Trustee is and the Delaware Trustee are each accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated February 10, 2004, and a Prospectus Supplement, dated June 25, 2004, of the Company (together, the "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated June 29, 2004. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. The following tables set forth the designation, type of interest, Certificate Interest Rate, initial Class A Notes Principal Balance and Final Maturity Date for the REMIC I Regular Interests, the Class R Residual Interests and the Certificates: REMIC I Interests Class Designation for each REMIC I Regular Interest and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, for the benefit Initial Class R-1 Residual Interest Type of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Principal Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a1) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon Balance Final Maturity Date* ---------------------- ------------ -------------------- -------------------- ------------------------ Class C-Y-1 Regular 6.500% $ 16,807.49 September 2016 Class C-Y-2 Regular 7.000% 77,391.09 July 2033 Class C-Z-1 Regular 6.500% 33,769,873.50 September 2016 Class C-Z-2 Regular 7.000% 154,704,791.37 July 2033 Class I-X-M Regular (including amounts received on any Extended Service Agreements relating thereto2) after the respective Cutoff Dates ----- September 2016 Class II-X-M Regular (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); 2) ----- July 2033 Class I-P-M Regular (b3) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; 370,106.42 September 2016 Class II-P-M Regular (c3) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;2,495,267.86 July 2033 Class R-1+ Residual 6.500% 100.00 July 2033

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes of this Indenture to provide for its Asset Backed Notes, designated Series 1998-1 (the "Notes"), issuable as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notesprovided in this Indenture. All covenants and agreements made by the Owner Trustee Issuer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) Notes and the Note Insurer (as specified herein)Insurer. The Owner Trustee Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance All things necessary to make this Indenture a valid agreement of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust AgreementIssuer in accordance with its terms have been done. Granting Clause The Owner Trustee Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)Insurer, all of the Owner TrusteeIssuer's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on Mortgage Loans listed in Schedule I to this Indenture (including property that secures a Mortgage Loan that becomes an REO Property), including the Schedule of Receivables absolutely assigned by the Transferor related Mortgage Files delivered or to be delivered to the Seller and contributed by Custodian, on behalf of the Seller Indenture Trustee, pursuant to the Owner Trustee from time to time Mortgage Loan Sale Agreement, all payments of principal received, collected or otherwise recovered after the applicable Cut-off Date for each Mortgage Loan, all payments of interest accruing on each Mortgage Loan after the applicable Cut-off Date therefor whenever received and all moneys other proceeds received thereon (including amounts received on in respect of such Mortgage Loans, and any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff DateQualified Replacement Mortgage Loan, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; Servicing Agreement, (c) the interest of the Owner Trustee in any proceeds from claims on any risk defaultMortgage Loan Sale Agreement, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; Mortgage Loan Contribution Agreement, (e) the Contribution Management Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; Insurance Policies, (g) all cash, instruments or other property held or required to be deposited in the Interest Rate Swap Agreement; Collection Account and the Note Account, including all investments made with funds in such accounts (but not including any income on funds deposited in, or investments made with funds deposited in, the Collection Account and the Note Account, which income shall belong to and be for the account of the Servicer), and (h) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. All terms used in the foregoing granting clauses that are defined in Section 1.01 are used with the meanings given in said Section. The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the end that the interests of the Holders of the Notes may be adequately and effectively protected. The Indenture Trustee agrees that it will hold the MBIA Insurance Policy in trust and that it will hold any proceeds of any claim upon the MBIA Insurance Policy, solely for the use and all benefit of the foregoing;Noteholders in accordance with the terms hereof and the MBIA Insurance Policy.

PRELIMINARY STATEMENT. Pursuant The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to this Indenturethe Trustee for inclusion in the Trust Fund. On the Closing Date, there is hereby the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor has duly authorized the execution and delivery of eight Classes this Agreement to provide for the conveyance to the Trustee of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes the Loans and Class B-2 Notesthe issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Owner Depositor, the Servicer and the Trustee herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Class A Notes, as further defined hereinCertificates. The Depositor and the Servicer are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Class B-3, Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a Prospectus, dated October 12, 1999, a Prospectus Supplement, dated May 24, 2001 and a Prospectus Supplement No. 2, dated May 31, 2001 of the Depositor (together, the "Prospectus"). The Class B-3, Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a Private Placement Memorandum dated May 25, 2001. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Loans and other related assets in the Trust Fund subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component R-1 of the Class A Notes and R Certificate will represent the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, sole class of "residual interests" in REMIC I for the benefit purposes of the Holders REMIC Provisions under federal income tax law. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II". Component R-2 of the Class A Notes R Certificate will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designations, the Remittance Rate, initial Class Principal Balance, and Last Scheduled Distribution Date for each Class of REMIC II Regular Interests and Certificates which, together with the Class B NotesR-2 Component, as their constitute the entire beneficial interests appearin REMIC II. Determined solely for purposes of satisfying Treasury regulation section 1.860G-1(a)(4)(iii), and, subject to the provisions hereof, "latest possible maturity date" for the benefit each of the Note Insurer REMIC I Regular Interests and for each Class of REMIC II Regular Interests and Certificates shall be the Swap Counterparty (until such time as first Distribution Date that is at least two years after the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all end of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All remaining amortization schedule of the Owner Trustee's rightLoan in the Mortgage Pool that has, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Closing Date, which will be paid to the Transferor); longest remaining amortization schedule, irrespective of its scheduled maturity. Initial Class Principal Remittance or Notional Last Scheduled Designation Rate (b1) the security interest Balance Distribution Date* ----------- ---------- --------------- ------------------ Class A-1 REMIC 6.75% $158,063,514.00 June 25, 2031 II Regular Interests Class A-2 REMIC 6.75% 15,000,000.00 June 25, 2031 II Regular Interests Class A-3 6.70% 18,950,000.00 June 25, 2031 Certificates Class A-4 6.75%(2) 22,342,317.00 June 25, 2031 Certificates Class A-5 0.05%(3) 18,950,000.00 June 25, 2031 Certificates Class A-P 0.00%(4) 1,247,369.00 June 25, 2031 Certificates Class A-X 6.75%(5) 10,659,394.00 June 25, 2031 Certificates Class M 6.75% 2,904,500.00 June 25, 2031 Certificates Class B-1 6.75% 2,234,200.00 June 25, 2031 Certificates Class B-2 6.75% 1,005,500.00 June 25, 2031 Certificates Class B-3 6.75% 670,200.00 June 25, 2031 Certificates Class B-4 6.75% 446,900.00 June 25, 2031 Certificates Class B-5 6.75% 558,575.79 June 25, 2031 Certificates Class R+ 6.75% 100 (6) June 25, 2031 Certificates ------------------ * The Distribution Date in the Financed Vehicles granted by month after the Obligors pursuant to maturity date for the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right latest maturing Loan. + The Class R Certificate is entitled to receive future the Residual Distribution Amount and Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant The Depositor at the Closing Date is the owner of the Loans and the other property being conveyed by it to this Indenturethe Trustee for inclusion in the Trust Fund. On the Closing Date, there is hereby the Depositor will acquire the Certificates from the Trust Fund as consideration for its transfer to the Trust Fund of the Loans and certain other assets and will be the owner of the Certificates. The Depositor has duly authorized the execution and delivery of eight Classes this Agreement to provide for the conveyance to the Trustee of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes the Loans and Class B-2 Notesthe issuance to the Depositor of the Certificates representing in the aggregate the entire beneficial ownership of the Trust Fund. All covenants and agreements made by the Owner Depositor, the Servicer and the Trustee herein with respect to the Loans and the other property constituting the Trust Fund are for the benefit and security of the Holders from time to time of the Class A Notes, as further defined hereinCertificates. The Depositor and the Servicer are entering into this Agreement, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Certificates issued hereunder, other than the issuance Class B-3, Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a Prospectus, dated January 23, 2003, and a Prospectus Supplement, dated December 22, 2003 of the Depositor (together, the "Prospectus"). The Class B-3, Class B-4 and Class B-5 Certificates have been offered for sale pursuant to a Private Placement Memorandum dated December 23, 2003. The Trust Fund created hereunder is intended to be the "Trust" as described in the Prospectus and the Private Placement Memorandum and the Certificates are intended to be the "Certificates" described therein. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Loans and other related assets in the Trust Fund subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC I." Component R-1 of the Class A Notes R Certificate will represent the sole class of "residual interests" in REMIC I for purposes of the REMIC Provisions under federal income tax law. As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC II." Component R-2 of the Class R Certificate will represent the sole class of "residual interests" in REMIC II for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designations, the Remittance Rate and initial Class Principal Balance or Notional Balance for each Class of Certificates which, together with the Class R-2 Component, constitute the entire beneficial interests in REMIC II. Determined solely for purposes of satisfying Treasury regulation section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I Regular Interests and for each Class of Certificates shall be the first Distribution Date that is at least two years after the end of the remaining amortization schedule of the Loan in the Mortgage Pool that has, as of the Closing Date, the longest remaining amortization schedule, irrespective of its scheduled maturity. The following table sets forth the designation, Remittance Rate, initial Class Principal Balance, and Last Scheduled Distribution Date for each Class of Certificates comprising the beneficial interests in REMIC II and the Class B NotesR Certificate: Initial Class Principal or Last Scheduled Distribution Designation Remittance Rate(1) Notional Balance Date* ----------- ------------------ -------------------------- -------------------------- Class A-1 5.50%(2) $ 40,000,000.00 January 25, there is also being issued 2034 Class A-2 5.50%(3) $ 28,373,000.00 February 25, 2018 Class A-3 5.50%(3) $ 24,249,000.00 January 25, 2034 Class A-4 5.50%(4) $ 29,323,850.00 January 25, 2034 Class A-5 5.50%(2) $ 2,210,139.00 January 25, 2034 Class A-6 5.50% $207,487,020.00 January 25, 2034 Class A-7 5.50%(4) $ 4,878,279.00 January 25, 2034 Class A-8 5.25% $ 5,000,000.00 January 25, 2034 Class A-9 (5) $ 500,000.00 January 25, 2034 Class A-10 (6) $ 500,000.00 January 25, 2034 Class A-X 5.50%(7) $ 236,623.75 January 25, 2034 Class A-P 0.00%(8) $ 2,193,666.68 January 25, 2034 Class M 5.50% $ 5,497,510.00 January 25, 2034 Class B-1 5.50% $ 2,128,068.00 January 25, 2034 Class B-2 5.50% $ 1,064,034.00 January 25, 2034 Class B-3 5.50% $ 709,356.00 January 25, 2034 Class B-4 5.50% $ 532,017.00 January 25, 2034 Class B-5 5.50% $ 532,018.07 January 25, 2034 Class R+ 5.50% $ 100.00(9) January 25, 2034 ---------- * The Distribution Date in the Certificate pursuant to month after the Trust Agreement. The Owner Trustee hereby Grants to the Indenture Trustee, maturity date for the benefit of latest maturing Loan, except in the Holders case of the Class A Notes and the A-2 Certificates. + The Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right R Certificate is entitled to receive future the Residual Distribution Amount and Excess Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all of the foregoing;.

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes of Notesthis Indenture to provide for its Commercial Mortgage Bonds, designated as Class A-1 NotesSeries 1997-1, Class A-2 NotesA, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 NotesC (the "Bonds"), issuable as provided in this Indenture. All covenants and agreements made by the Owner Trustee Issuer herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein)Bonds. The Owner Trustee Issuer is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with The Issuer is the issuance owner of the Class parcels of real property listed on Schedule A Notes to this Indenture (the "Premises") and the Class B NotesImprovements and Equipment and various rights related thereto (as more fully described in the granting clauses of the Mortgages (as defined below), there the "Mortgaged Properties"). As of the date hereof, the Issuer has granted the Indenture Trustee a mortgage, deed of trust, deed to secure debt or other security instrument (each, a "Mortgage") on each of the Mortgaged Properties to secure payment of the Bonds. This Indenture is also being issued intended to confirm the Certificate pursuant granting of those Mortgages and, inter alia, to provide for the administration of the Bonds. All things necessary to make this Indenture a valid agreement of the Issuer in accordance with its terms have been done. GRANTING CLAUSE The Issuer hereby confirms the Grants it gave in the Mortgages to the Trust AgreementIndenture Trustee, for the exclusive benefit of the Bondholders, of all of the Issuer's right, title and interest in and to the Mortgaged Properties relating to the Premises listed in Schedule A to this Indenture, including the related Mortgage Files. The Owner Trustee Issuer also hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)Bondholders, all of the Owner TrusteeIssuer's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) all cash, instruments or other property held or required to be deposited in the Receivables identified on Loss Proceeds Account, the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon Central Account (including amounts received the related Sub-Accounts) or the Collateral Proceeds Account, including any income on any Extended Service Agreements relating thereto) after funds deposited in, or investments made with funds deposited in, the respective Cutoff Dates (except for interest accrued as of Loss Proceeds Account, the applicable Cutoff Date if paid by Central Account or the respective Obligor after such Cutoff DateCollateral Proceeds Account, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables all Required Insurance Policies and all Certificates of Title to such Financed Vehicles; (c) the interest all proceeds of the Owner Trustee in conversion, voluntary or involuntary, of any proceeds from claims on any risk default, physical damage, credit life, disability of the foregoing into cash or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future liquid assets, including, without limitation, all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds) that shall . Such Grants are made, however, in trust to secure a Receivable; (ei) the Contribution Agreementpayment of all amounts due on the Bonds in accordance with their terms, (ii) the Transfer payment of all other sums payable under this Indenture and Assignment Agreement (iii) compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee acknowledges such Grant and the Dealer Agreements (Grants given in the Mortgages and confirmed herein, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required to the extent related to end that the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds of any and all interests of the foregoing;Bondholders may be adequately and effectively protected.

PRELIMINARY STATEMENT. Pursuant The Co-Issuers are duly authorized to execute and deliver this Indenture to provide for the Notes issuable as provided in this Indenture. Except as otherwise provided herein, there is hereby duly authorized the execution and delivery of eight Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All all covenants and agreements made by the Owner Trustee Co-Issuers herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein)Secured Parties. The Owner Trustee is Co-Issuers are entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously All things necessary to make this Indenture a valid agreement of the Co-Issuers in accordance with the issuance of the Class A Notes and the Class B Notes, there is also being issued the Certificate pursuant to the Trust Agreementagreement's terms have been done. The Owner Trustee Issuer hereby Grants to the Indenture Trustee, for the benefit and security of the Holders of the Secured Debt, the Trustee, the Collateral Manager, the Collateral Administrator, the Administrator and each Hedge Counterparty (collectively the "Secured Parties"), all of its right, title and interest in, to and under the following property, in each case, whether now owned or existing, or hereafter acquired or arising, and wherever located: (a) the Collateral Obligations acquired by the Issuer at any time (including such Collateral Obligations that are listed, as of the Closing Date, in Schedule 7 to this Indenture) and all payments thereon or with respect thereto; (b) each of the Accounts (provided that the interest being granted in each Class A Notes A-R Rating Requirement Funding Subaccount shall be granted only to the applicable Holder funding such account), to the extent permitted by the applicable Hedge Agreement (if any), each Hedge Counterparty Collateral Account, any Eligible Investments purchased with funds on deposit therein, and all income from the investment of funds therein; (c) the equity interest in any Issuer Subsidiary and all payments and rights thereunder; (d) the Collateral Management Agreement as set forth in Article XV hereof, each Hedge Agreement (if any) (provided that there is no such Grant to the Trustee on behalf of any Hedge Counterparty in respect of its related Hedge Agreement), the Collateral Administration Agreement, the Administration Agreement, the Class A-R Note Purchase Agreement and the Class B Notes, as their interests appear, and, subject Master Transfer Agreement; (e) all Cash or Money delivered to the provisions hereof, Trustee (or its bailee) for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Owner Trustee's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Owner Trustee's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Owner Trustee from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the financed Receivables)Secured Parties; (f) all accounts, chattel paper, contract rights, commercial tort claims, deposit accounts, documents, equipment, financial assets, general intangibles, goods, inventory, payment intangibles, promissory notes, instruments, investment property, letter-of-credit rights and supporting obligations (as such terms are defined in the original retail installment contracts and security agreements and/or installment loans evidencing the ReceivablesUCC); (g) any other property otherwise delivered to the Interest Rate Swap Trustee by or on behalf of the Issuer (whether or not constituting Collateral Obligations or Eligible Investments); (h) all Equity Securities and all payments thereon and rights in respect thereof; (i) any lien granted by the Retention Provider to the Issuer pursuant to the Warehouse Master Transfer Agreement; and (hj) all proceeds (as defined in the UCC) and products, in each case, with respect to the foregoing (the assets referred to in (a) through (j) are collectively referred to as the "Assets"); provided that such Grant and the term "Assets" shall not include (i) the proceeds U.S.$250 transaction fee paid to the Issuer in consideration of the issuance of the Secured Debt and Subordinated Notes, (ii) the funds attributable to the issuance and allotment of the Issuer's ordinary shares, (iii) the bank account in the Cayman Islands in which such funds are deposited (or any interest thereon) and (iv) the membership interests of the Co-Issuer (the assets referred to in clauses (i) through (iv), collectively, the "Excepted Property"). The above Grant is made in trust to secure the Secured Debt and the Issuer's obligations to the Secured Parties under this Indenture, each Hedge Agreement and any other applicable Transaction Document (the "Secured Obligations"). Except as set forth in the Priority of Distributions and Article XIII of this Indenture, the Secured Debt is secured equally and ratably without prejudice, priority or distinction between any Secured Debt and any other Secured Debt by reason of difference in time of issuance or otherwise, except as expressly provided in this Indenture. The above Grant is made to secure, in accordance with the priorities set forth in the Priority of Distributions, (i) the payment of all amounts due on the Secured Debt in accordance with its terms, (ii) the payment of all other sums payable under this Indenture and any other applicable Transaction Document and all amounts payable under each Hedge Agreement, and (iii) compliance with the provisions of this Indenture, each Hedge Agreement and any other applicable Transaction Document, all as provided in this Indenture, the each Hedge Agreement and the applicable Transaction Documents, respectively. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any securities and any investments granted to the Trustee by or on behalf of the foregoing;Issuer, whether or not such securities or investments satisfy the criteria set forth in the definitions of "Collateral Obligation" or "Eligible Investments," as the case may be. The Trustee acknowledges such Grants, accepts its appointment as Trustee hereunder in accordance with the provisions hereof, and agrees to perform its duties expressly stated herein in accordance with the provisions hereof.

PRELIMINARY STATEMENT. Pursuant to this Indenture, there is hereby The Issuer has duly authorized the execution and delivery of eight Classes of this Indenture to provide Triple Net Lease Mortgage Notes, Series 2005, in two classes designated as the Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4 Notes, Class B-1 Notes and Class B-2 Notes. All covenants and agreements made by the Owner Trustee herein are for the benefit and security of the Holders of the Class A Notes, as further defined herein, and the Class B Notes, the Swap Counterparty (as specified herein) and the Note Insurer (as specified herein). The Owner Trustee is entering into this Indenture, and the Indenture Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Simultaneously with the issuance of the Class A Notes and the Class B A-2 Notes (collectively, the “Notes”), to be issued pursuant to this Indenture. All things necessary to make the Notes, there is also being when the Notes are executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder and duly issued by the Certificate pursuant Issuer, the valid and legally binding obligations of the Issuer enforceable in accordance with their terms, and to make this Indenture a valid and legally binding agreement of the Trust AgreementIssuer enforceable in accordance with its terms, have been done. The Owner Trustee Issuer hereby Grants to the Indenture Trustee, as Indenture Trustee for the benefit of the Holders Indenture Trustee, the Noteholders and the Insurer, effective as of the Class A Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full)Closing Date, all of the Owner Trustee's Issuer’s right, title and interest in and to: GRANTING CLAUSE FIRST All to (i) the Mortgaged Properties, (ii) each of the Owner Trustee's Leases with respect to such Mortgaged Properties and all payments required thereunder on and after the Cut-off Date, (iii) all of the Issuer’s right, title and interestinterest in all fixtures and reserves and escrows, whether now or hereafter existingif any, in related to the Mortgaged Properties, (iv) any guarantees of and to security for the Tenants’ obligations under such Leases, including any security deposits thereunder, (av) all of the Issuer’s rights under the Performance Undertaking and the Environmental Indemnity Agreement, (vi) all of the Issuer’s rights (but none of its obligations) under the Sale and Contribution Agreement, (vii) the Receivables identified on Collection Account, the Schedule Lease Security Deposit Account, the Insurance Policy Proceeds Account, the Property Proceeds Retention Account, the Lockbox Accounts, the Payment Account and any other accounts established under this Indenture and the Limited Partnership Agreement for purposes of Receivables absolutely assigned by the Transferor making payments to the Seller holders of the Notes and contributed by the Seller Insurer and making distributions to the Owner Trustee holders of the Limited Partnership Interests, and all funds and Permitted Investments as may from time to time be deposited therein, (viii) all present and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as future claims, demands and causes in action in respect of the applicable Cutoff Date if paid by foregoing, and (ix) all proceeds of the respective Obligor after such Cutoff Dateforegoing of every kind and nature whatsoever, which will be paid including, without limitation, all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property that at any time constitute all or part of or are included in the proceeds of the foregoing (collectively, and together with any interests in the Mortgaged Properties, Leases and related property and rights Granted to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors Indenture Trustee pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Owner Trustee in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution AgreementMortgages, the Transfer “Collateral“). The foregoing Grants are made in trust to secure the payment of principal of and Assignment interest on, and any other amounts owing in respect of, the Notes, and of all amounts owing to the Insurer under the Insurance Agreement and to secure compliance with the Dealer Agreements (to the extent related to the financed Receivables); (f) the original retail installment contracts and security agreements and/or installment loans evidencing the Receivables; (g) the Interest Rate Swap Agreement; and (h) the proceeds provisions of any and this Indenture, all of the foregoing;as provided in this Indenture.