Common use of Recording of Indenture Clause in Contracts

Recording of Indenture. 57 Section 11.10. Limited Obligations............................................. 57 Section 11.11. Governing Law................................................... 57 Section 11.12. Counterparts.................................................... 57 EXHIBITS EXHIBIT A-1 - Form of Class A-1 Note EXHIBIT A-2 - Form of Class A-2 Note EXHIBIT A-3 - Form of Class A-X Note EXHIBIT A-4 - Form of Class B Note EXHIBIT A-5 - Form of Class C Note EXHIBIT A-6 - Form of Class D Note EXHIBIT A-7 - Form of Class E Note EXHIBIT A-8 - Form of Class F Note EXHIBIT B - Form of Authentication Order EXHIBIT C - Form of Confidentiality Agreement EXHIBIT D - Form of Transferee Certificate iv INDENTURE OF TRUST (herein, as amended or supplemented from time to time as permitted hereby, this or the "INDENTURE"), dated as of August 1, 1998, by and between XXXXXXXX FRANCHISEE LOAN FUNDING 1998-A LLC, a limited liability company organized under the laws of the State of Delaware (the "ISSUER"), and BANKERS TRUST COMPANY, a New York banking corporation, as trustee (together with its permitted successors in the trusts hereunder, the "INDENTURE TRUSTEE").

Recording of Indenture. 57 Section 11.1011-6 SECTION 11.16. Limited ObligationsTrust Obligation............................................. 57 Section 11.1111-7 SECTION 11.17. Governing LawNo Petition.................................................. 11-7 SECTION 11.18. Inspection................................................... 57 Section 11.12. Counterparts.................................................... 57 EXHIBITS EXHIBIT 11-7 Exhibit A-1 - Form of Class A-1:HE/HI, Class A-2, Class A-3 and Class A-4 Note Exhibit A-2 Form of Class A-1 Note EXHIBIT A-2 - Form of Class A-2 Note EXHIBIT A-3 - Form of Class A-X Note EXHIBIT A-4 - Form of Class B Note EXHIBIT A-5 - Form of Class C Note EXHIBIT A-6 - Form of Class D Note EXHIBIT A-7 - Form of Class E Note EXHIBIT A-8 - Form of Class F Note EXHIBIT B - Form of Authentication Order EXHIBIT C - Form of Confidentiality Agreement EXHIBIT D - Form of Transferee Certificate iv INDENTURE OF TRUST (herein, as amended or supplemented from time to time as permitted hereby, this or the "INDENTURE"), dated as of August December 1, 19981997, by and between XXXXXXXX FRANCHISEE LOAN FUNDING 1998Green Tree Recreational, Equipment & Consumer Trust 1997-A LLCD, a limited liability company Delaware business trust (the "Issuer"), and First Trust National Association, a national banking association organized and existing under the laws of the State United States of Delaware America, in its capacity as trustee (the "ISSUERTrustee") and not in its individual capacity. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer's Class A-1:HE/HI Fixed Rate Asset-Backed Notes (the "Class A-1:HE/HI Notes"), Class A-1 Floating Rate Asset-Backed Notes (the "Class A-1 Notes"), Class A-2 Fixed Rate Asset- Backed Notes (the "Class A-2 Notes"), Class A-3 Fixed Rate Asset-Backed Notes (the "Class A-3 Notes"), and BANKERS TRUST COMPANYClass A-4 Fixed Rate Asset-Backed Notes (the "Class A-4 Notes") (the Class A-1:HE/HI Notes, a New York banking corporation, as trustee (together with its permitted successors in the trusts hereunderClass A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are referred to collectively as the "INDENTURE TRUSTEENotes")): As security for the payment and performance by the Issuer of its obligations under this Indenture and the Notes, the Issuer has agreed to assign the Indenture Collateral (as defined below) as collateral for the benefit of the Trustee on behalf of the Noteholders.

Recording of Indenture. 57 Section 11.1011-7 SECTION 11.16. Limited Obligations............................................. 57 Section 11.11Trust Obligation..................................... 11-7 SECTION 11.17. Governing Law................................................... 57 Section 11.12No Petition.......................................... 11-7 SECTION 11.18. Counterparts.................................................... 57 EXHIBITS EXHIBIT A-1 Inspection........................................... 11-7 Exhibit A - Schedule of Contracts Exhibit B - Form of Depository Agreement Exhibit C-1 - Form of Class A-1 Note EXHIBIT A-2 Exhibit C-2 - Form of Class A-2 Note EXHIBIT A-3 - Form of Class A-X Note EXHIBIT A-4 - Form of Class B Note EXHIBIT A-5 - Form of Class C Note EXHIBIT A-6 - Form of Class D Note EXHIBIT A-7 - Form of Class E Note EXHIBIT A-8 - Form of Class F Note EXHIBIT B - Form of Authentication Order EXHIBIT C - Form of Confidentiality Agreement EXHIBIT D - Form of Transferee Certificate iv INDENTURE OF TRUST (herein, as amended or supplemented from time to time as permitted hereby, this or the "INDENTURE"), dated as of August 1_____, 1998, by between Green Tree [Home Improvement and between XXXXXXXX FRANCHISEE LOAN FUNDING 1998-A LLCHome Equity] Trust _____, a limited liability company [Delaware] business trust (the "Issuer"), and [Trustee], a _____ organized and existing under the laws of the State of Delaware _____, in its capacities as trustee (the "ISSUERTrustee"), ) and BANKERS TRUST COMPANY, a New York banking corporation, not in its individual capacity. Each party agrees as trustee follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer's Class A-1 [Floating Rate] [Fixed Rate] Loan-Backed Notes (together with the "Class A-1 Notes") and Class A-2 [Floating Rate] [Fixed Rate] Loan-Backed Notes (the "Class A-2 Notes") (the Class A-1 Notes and the Class A-2 Notes are referred to collectively as the "Notes"): As security for the payment and performance by the Issuer of its permitted successors in obligations under this Indenture and the trusts hereunderNotes, the "INDENTURE TRUSTEE")Issuer has agreed to assign the Indenture Collateral (as defined below) as collateral for the benefit of the Trustee on behalf of the Noteholders.

Recording of Indenture. 57 Section 11.1011-6 SECTION 11.16. Limited Obligations............................................. 57 Section 11.11Trust Obligation.........................................11-7 SECTION 11.17. Governing Law................................................... 57 Section 11.12No Petition..............................................11-7 SECTION 11.18. Counterparts.................................................... 57 EXHIBITS EXHIBIT A-1 - Inspection...............................................11-7 Exhibit A Schedule of Contracts Exhibit B Form of Depository Agreement Exhibit C-1 Form of Class A-1 Note EXHIBIT A-2 - Exhibit C-2 Form of Class A-2 Note EXHIBIT A-3 - Exhibit C-3 Form of Class A-X A-3 Note EXHIBIT A-4 - Exhibit C-4 Form of Class B A-4 Note EXHIBIT A-5 - Form of Class C Note EXHIBIT A-6 - Form of Class D Note EXHIBIT A-7 - Form of Class E Note EXHIBIT A-8 - Form of Class F Note EXHIBIT B - Form of Authentication Order EXHIBIT C - Form of Confidentiality Agreement EXHIBIT D - Form of Transferee Certificate iv INDENTURE OF TRUST (herein, as amended or supplemented from time to time as permitted hereby, this or the "INDENTURE"), dated as of August September 1, 19981996, by and between XXXXXXXX FRANCHISEE LOAN FUNDING 1998Green Tree Recreational, Equipment & Consumer Trust 1996-A LLCC, a limited liability company Delaware business trust (the "Issuer"), and First Trust National Association, a national banking association organized and existing under the laws of the State United States of Delaware America, in its capacities as trustee (the "ISSUERTrustee") and not in its individual capacity. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer's Class A-1 Floating Rate Asset-Backed Notes (the "Class A-1 Notes"), Class A-2 Floating Rate Asset-Backed Notes (the "Class A-2 Notes"), Class A-3 Floating Rate Asset- Backed Notes (the "Class A-3 Notes"), and BANKERS TRUST COMPANY, a New York banking corporation, as trustee Class A-4 Floating Rate Asset-Backed Notes (together with its permitted successors in the trusts hereunder"Class A-4 Notes") (the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are referred to collectively as the "INDENTURE TRUSTEENotes")): As security for the payment and performance by the Issuer of its obligations under this Indenture and the Notes, the Issuer has agreed to assign the Indenture Collateral (as defined below) as collateral for the benefit of the Trustee on behalf of the Noteholders.

Recording of Indenture. 57 Section 11.1054 SECTION 11.16. Limited Trust Obligations............................................. 57 Section 11.11..............................................55 SECTION 11.17. Governing Law................................................... 57 Section 11.12No Petition....................................................55 SECTION 11.18. Counterparts.................................................... 57 EXHIBITS Inspection.....................................................55 APPENDIX A Definitions and Usage SCHEDULE A Schedule of Initial Financed Student Loans SCHEDULE B Schedule of Additional Student Loans SCHEDULE C Location of Financed Student Loan Files EXHIBIT A-1 - Form of Class A-1 ____ Note EXHIBIT A-2 - Form of Class A-2 ____ Note EXHIBIT A-3 - Form of Class A-X Note EXHIBIT A-4 - Form of Class B Note EXHIBIT A-5 - Form of Class C Note EXHIBIT A-6 - Form of Class D Note EXHIBIT A-7 - Form of Class E Note EXHIBIT A-8 - Form of Class F Note EXHIBIT B - Form of Authentication Order EXHIBIT C - Form of Confidentiality Agreement EXHIBIT D - Form of Transferee Certificate iv INDENTURE OF TRUST (herein, as amended or supplemented from time to time as permitted hereby, this or the "INDENTURE"), dated as of August 1____________, 1998_____, by and between XXXXXXXX FRANCHISEE MELLON STUDENT LOAN FUNDING 1998TRUST ____-A LLC__, a limited liability company organized under the laws of the State of Delaware business trust (the "ISSUERIssuer"), and BANKERS TRUST COMPANY_______________, a New York _________ banking corporation, as trustee and not in its individual capacity (the "Indenture Trustee"). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Issuer's Floating Rate Class ____ Asset Backed Notes (the "Class ____ Notes"), the Issuer's Class ____ Asset Backed Notes (the "Class ____ Notes", and together with its permitted successors in the trusts hereunderClass ____ Notes, the "INDENTURE TRUSTEENotes").): GRANTING CLAUSE The Issuer (and, with respect to the Financed Student Loans, the Eligible Lender Trustee) hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the holders of the Notes, all the Issuer's right, title and interest in and to the following:

Recording of Indenture. 57 Section 11.1061 SECTION 11.15. Limited Obligations............................................. 57 Section 11.11Trust Obligation...................................................................... 61 SECTION 11.16. Governing Law................................................... 57 Section 11.12No Petition........................................................................... 62 SECTION 11.17. Counterparts.................................................... 57 EXHIBITS Inspection............................................................................ 62 SECTION 11.18. Maximum Interest Payable.............................................................. 62 SECTION 11.19. No Legal Title in Holders............................................................. 63 SECTION 11.20. Third Party Beneficiary............................................................... 63 SECTION 11.21. Class A Insurer Control Rights........................................................ 63 EXHIBIT A-1 - Exhibit A Form of Class A-1 A Note EXHIBIT A-2 - Form of Class A-2 Note EXHIBIT A-3 - Form of Class A-X Note EXHIBIT A-4 - Form of Class B Note EXHIBIT A-5 - Form of Class C Note EXHIBIT A-6 - Form of Class D Note EXHIBIT A-7 - Form of Class E Note EXHIBIT A-8 - Form of Class F Note EXHIBIT B - Form of Authentication Order EXHIBIT C - Form of Confidentiality Agreement EXHIBIT D - Form of Transferee Certificate iv SCHEDULE Schedule A Perfection Representations, Warranties and Covenants INDENTURE OF TRUST (herein, as amended or supplemented from time to time as permitted hereby, this or the "INDENTURE"), dated as of August June 27, 2003, between CREDIT ACCEPTANCE AUTO DEALER LOAN TRUST 2003-1, 1998, by and between XXXXXXXX FRANCHISEE LOAN FUNDING 1998-A LLC, a limited liability company organized under the laws of the State of Delaware statutory trust (the "ISSUERIssuer"), and BANKERS TRUST COMPANYJPMORGAN CHASE BANK, a New York banking corporation, as trust collateral agent (the "Trust Collateral Agent") and as indenture trustee (together with its permitted successors in the trusts hereunder, the "INDENTURE TRUSTEEIndenture Trustee").. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer's $100,000,000 Class A 2.77% Asset Backed Notes (the "Class A Notes"), and the Class A Insurer: GRANTING CLAUSE The Issuer hereby grants to the Indenture Trustee for the benefit of itself and the Class A Insurer and the Class A Noteholders, as their respective interests may appear, a first-priority perfected security interest in all property of the Issuer, including all of the Issuer's right, title and interest in and to the following collateral (the "Collateral") now owned or hereafter acquired, which Collateral shall be held by the Trust Collateral Agent on behalf of the Indenture Trustee, subject to the lien of this Indenture:

Recording of Indenture. 57 Section 11.1073 SECTION 11.16. Limited Obligations............................................. 57 Section 11.11Trust Obligation........................................................................73 SECTION 11.17. Governing Law................................................... 57 Section 11.12No Petition.............................................................................73 SECTION 11.18. Counterparts.................................................... 57 Inspection..............................................................................73 EXHIBITS EXHIBIT A-1 A - Form of Class A-1 Note EXHIBIT A-2 - Form of Class A-2 Note EXHIBIT A-3 - Form of Class A-X Note EXHIBIT A-4 - Form of Class B Note EXHIBIT A-5 - Form of Class C Note EXHIBIT A-6 - Form of Class D Note EXHIBIT A-7 - Form of Class E Note EXHIBIT A-8 - Form of Class F Note SCHEDULE OF RECEIVABLES EXHIBIT B - Form of Authentication Order SALE AND SERVICING AGREEMENT EXHIBIT C - Form of Confidentiality Agreement NOTE DEPOSITORY AGREEMENT EXHIBIT D D-1 - Form of Transferee Certificate iv FORM OF CLASS A-1 NOTES EXHIBIT D-2 - FORM OF CLASS A-2 NOTES EXHIBIT E FORM OF NOTE POLICY INDENTURE OF TRUST (herein, as amended or supplemented from time to time as permitted hereby, this or the "INDENTURE"), dated as of August 1__, 1998, by and between XXXXXXXX FRANCHISEE LOAN FUNDING FRANKLIN AUTO TRUST 1998-A LLC1, a limited liability company organized under the laws of the State of Delaware business trust (the "ISSUERIssuer"), and BANKERS TRUST COMPANY, a New York banking corporation______________________, as trustee (the "Trustee") and Indenture Collateral Agent (as defined below) Each party agrees as follows for the benefit of the other party and for the Security Insurer and the equal and ratable benefit of the Holders of the Issuer's Class A-1 _______% Asset Backed Notes (the "Class A-1 Notes") and Class A-2 _______% Asset Backed Notes (the "Class A-2 Notes" and, together with its permitted successors in the trusts hereunderClass A-1 Notes, the "INDENTURE TRUSTEENotes")): As security for the payment and performance by the Issuer of its obligations under this Indenture and the Notes, the Issuer has agreed to assign the Indenture Collateral (as defined below) as collateral to the Indenture Collateral Agent for the benefit of the Trustee on behalf of the Noteholders and the Security Insurer.

Recording of Indenture. 57 69 Section 11.1011.16. Limited Obligations............................................. 57 Trust Obligation...................................................... 70 Section 11.1111.17. Governing Law................................................... 57 No Petition........................................................... 70 Section 11.1211.18. Counterparts.................................................... 57 Inspection............................................................ 70 Section 11.19. Limitation of Liability of Owner Trustee.............................. 70 Section 11.20. Limitation on Recourse Against WFSRC3................................. 71 EXHIBITS EXHIBIT Schedule A - Schedule of Contracts.............................................. SA-1 Exhibit A - Form of Sale and Servicing Agreement............................... A-1 Exhibit B - Form of Depository Agreement....................................... B-1 Exhibit C - Form of Class A-1 Note EXHIBIT A-2 Note............................................. C-1 Exhibit D - Form of Class A-2 Note EXHIBIT A-3 Note............................................. D-1 Exhibit E - Form of Class A-X Note EXHIBIT A-4 A-3 Note............................................. E-1 Exhibit F - Form of Class B Note EXHIBIT A-5 - Form of Class C Note EXHIBIT A-6 - Form of Class D Note EXHIBIT A-7 - Form of Class E Note EXHIBIT A-8 - Form of Class F Note EXHIBIT B - Form of Authentication Order EXHIBIT C - Form of Confidentiality Agreement EXHIBIT D - Form of Transferee Certificate iv INDENTURE OF TRUST (herein, as amended or supplemented from time to time as permitted hereby, this or the "INDENTURE")A-4 Note............................................. F-1 This Indenture, dated as of August 1, 1998, by and between XXXXXXXX FRANCHISEE LOAN FUNDING 1998-A LLC, a limited liability company organized under the laws of the State of Delaware 2004 (the "ISSUERIndenture"), is between WFS Financial 2004-3 Owner Trust, a Delaware statutory trust (the "Issuer"), and BANKERS TRUST COMPANYDeutsche Bank Trust Company Americas, a New York banking corporation, in its capacity as trustee (the "Trustee") and not in its individual capacity. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Issuer's 1.72515% Class A-1 Notes (the "Class A-1 Notes"), 2.55% Class A-2 Notes (the "Class A-2 Notes"), 3.30% Class A-3 Notes (the "Class A-3 Notes"), 3.93% Class A-4 Notes (the "Class A-4 Notes" and, together with its permitted successors in the trusts hereunderClass A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "INDENTURE TRUSTEEClass A Notes")., 3.51% Class B Notes (the "Class B Notes"), 3.60% Class C Notes (the "Class C Notes") and 4.07% Class D Notes (the "Class D Notes" and, together with the Class A Notes, the Class B Notes and the Class C Notes, the "Notes"): GRANTING CLAUSE

Recording of Indenture. 57 Section 11.1074 SECTION 11.16. Limited Trust Obligations............................................. 57 Section 11.11...........................................75 SECTION 11.17. Governing Law................................................... 57 Section 11.12No Petition.................................................75 SECTION 11.18. Counterparts.................................................... 57 EXHIBITS Inspection..................................................75 SECTION 11.19. Third-Party Beneficiaries...................................75 SECTION 11.20. Rights of the Securities Insurer to Exercise Rights of Noteholders............................................76 APPENDIX A Definitions and Usage SCHEDULE A Schedule of Initial Financed Student Loans SCHEDULE B Schedule of Additional Student Loans SCHEDULE C Location of Financed Student Loan Files EXHIBIT A-1 - Form of Class I-A-1 Note EXHIBIT A-2 - Form of Class I-A-2 Note EXHIBIT A-3 - Form of Class AI-X B Note EXHIBIT A-4 - Form of Class B II-A-1 Note EXHIBIT A-5 - Form of Class C II-A-2 Note EXHIBIT A-6 - Form of Class D Note EXHIBIT A-7 - Form of Class E Note EXHIBIT A-8 - Form of Class F Note EXHIBIT B - Form of Authentication Order EXHIBIT C - Form of Confidentiality Agreement EXHIBIT D - Form of Transferee Certificate iv INDENTURE OF TRUST (herein, as amended or supplemented from time to time as permitted hereby, this or the "INDENTURE"), dated as of August September 1, 19982000, by and between XXXXXXXX FRANCHISEE KEYCORP STUDENT LOAN FUNDING 1998TRUST 2001-A LLCA, a limited liability company organized under the laws of the State of Delaware business trust (the "ISSUERIssuer"), and BANKERS TRUST COMPANYTHE CHASE MANHATTAN BANK, a New York banking corporation, as trustee and not in its individual capacity (the "Indenture Trustee"). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Issuer's Floating Rate Class I-A-1 Asset Backed Notes (the "Class I-A-1 Notes"), Floating Rate Class I-A-2 Asset Backed Notes (the "Class I-A-2 Notes"), Floating Rate Class I-B Asset Backed Notes (the "Class I-B Notes"), Floating Rate Class II-A-1 Asset Backed Notes (the "Class II-A-1 Notes"), and Floating Rate Class II-A-2 Asset Backed Notes (the "Class II-A-2 Notes" and together with its permitted successors in the trusts hereunderClass I-A-1 Notes, the Class I-A-2 Notes, the Class I-B Notes and the Class II-A-1 Notes, the "INDENTURE TRUSTEENotes").): GRANTING CLAUSE The Issuer (and, with respect to the Financed Student Loans, the Eligible Lender Trustee on behalf of the Issuer) hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the holders of the Group I and Group II Notes, the Securities Insurer and the Swap Counterparty, as their interests may appear herein all the Issuer's right, title and interest in and to the following:

Recording of Indenture. 57 Section 11.1061 SECTION 11.15. Limited ObligationsTrust Obligation....................................... 61 SECTION 11.16. No Petition............................................ 61 SECTION 11.17. Inspection............................................. 57 Section 11.1162 SECTION 11.18. Governing Law................................................... 57 Section 11.12. Counterparts.................................................... 57 EXHIBITS Maximum Interest Payable............................... 62 -iv- TABLE OF CONTENTS (continued) EXHIBIT A-1 - Exhibit A Form of Class A-1 A Note EXHIBIT A-2 - Form of Class A-2 Note EXHIBIT A-3 - Form of Class A-X Note EXHIBIT A-4 - Form of Class B Note EXHIBIT A-5 - Form of Class C Note EXHIBIT A-6 - Form of Class D Note EXHIBIT A-7 - Form of Class E Note EXHIBIT A-8 - Form of Class F Note EXHIBIT B - Form of Authentication Order EXHIBIT C - Form of Confidentiality Agreement EXHIBIT D - Form of Transferee Certificate iv SCHEDULE Schedule A Perfection Representations, Warranties and Covenants INDENTURE OF TRUST (herein, as amended or supplemented from time to time as permitted hereby, this or the "INDENTURE"), dated as of August April 18, 2006, between CREDIT ACCEPTANCE AUTO DEALER LOAN TRUST 2006-1, 1998, by and between XXXXXXXX FRANCHISEE LOAN FUNDING 1998-A LLC, a limited liability company organized under the laws of the State of Delaware statutory trust (the "ISSUERIssuer"), and BANKERS TRUST COMPANYJPMORGAN CHASE BANK, N.A., a New York national banking corporationassociation, as trust collateral agent (the "Trust Collateral Agent") and as indenture trustee (together with its permitted successors in the trusts hereunder"Indenture Trustee"). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer's $100,000,000 Class A 5.36% Asset Backed Notes (the "Class A Notes"), the Class A Insurer and the Backup Insurer: GRANTING CLAUSE The Issuer hereby grants to the Indenture Trustee for the benefit of itself, the Class A Insurer, the Backup Insurer and the Class A Noteholders, as their respective interests may appear, a first-priority perfected security interest in all property of the Issuer, including all of the Issuer's right, title and interest in and to the following collateral (the "INDENTURE TRUSTEECollateral").) now owned or hereafter acquired, which Collateral shall be held by the Trust Collateral Agent on behalf of the Indenture Trustee, subject to the lien of this Indenture:

Recording of Indenture. 57 Section 11.1059 SECTION 11.16. Limited Trust Obligations............................................. 57 Section 11.11.............................................59 SECTION 11.17. Governing Law................................................... 57 Section 11.12No Petition...................................................59 SECTION 11.18. Counterparts.................................................... 57 EXHIBITS Inspection....................................................60 SECTION 11.19. Consents......................................................60 EXHIBIT A-1 - Form of Class A-1 Note EXHIBIT A-2 - Form of Class A-2 Note EXHIBIT A-3 - Form of Class A-X Note EXHIBIT A-4 - Form of Class B Note EXHIBIT A-5 - Form of Class C Note EXHIBIT A-6 - Form of Class D Note EXHIBIT A-7 - Form of Class E Note EXHIBIT A-8 - Form of Class F Subordinate Note EXHIBIT B - Form of Authentication Order EXHIBIT C - Form of Confidentiality Depository Agreement EXHIBIT D - Form of Transferee Certificate iv INDENTURE OF TRUST (herein, as amended or supplemented from time to time as permitted hereby, this or the "INDENTURE"), dated as of August January 1, 19982000, by and between XXXXXXXX FRANCHISEE SMS STUDENT LOAN FUNDING 1998TRUST 2000-A LLCA, a limited liability company organized under the laws of the State of Delaware trust (the "ISSUERIssuer"), and BANKERS TRUST COMPANY, a New York banking corporation, as trustee and not in its individual capacity (the "Indenture Trustee"). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Issuer's Class A-1 Floating Rate Asset-Backed Senior Notes (the "Class A-1 Notes"), Class A-2 Floating Rate Asset-Backed Senior Notes (the "Class A-2 Notes" and, together with its permitted successors in the trusts hereunderClass A-1 Notes, the "INDENTURE TRUSTEESenior Notes").) and Floating Rate Asset-Backed Subordinate Notes (the "Subordinate Notes" and, together with the Senior Notes, the "Notes"): GRANTING CLAUSE The Issuer (and, with respect to the legal title to the Financed Student Loans, the Eligible Lender Trustee) hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Noteholders and any Swap Counterparties, all the Issuer's and the Eligible Lender Trustee's right, title and, interest in and to, but none of its obligations under, the following:

Recording of Indenture. 56 Section 11.16 Trust Obligation ........................................... 56 Section 11.17 No Petition ................................................ 57 Section 11.10. Limited Obligations............................................. 11.18 Inspection ................................................. 57 Section 11.11. Governing Law................................................... 11.19 Limitation of Liability of Owner Trustee ................... 57 Section 11.12. Counterparts.................................................... 11.20 Certain Matters Regarding the Insurer ...................... 57 EXHIBITS EXHIBIT A-1 Schedule A - Schedule of Contracts Exhibit A - Form of Depository Agreement Exhibit B - Form of Class A-1 Note EXHIBIT A-2 Exhibit C - Form of Class A-2 Note EXHIBIT A-3 Exhibit D - Form of Class A-X A-3 Note EXHIBIT A-4 Exhibit E - Form of Class B A-4 Note EXHIBIT A-5 Exhibit F - Form of Class C Note EXHIBIT A-6 - Form of Class D Note EXHIBIT A-7 - Form of Class E Note EXHIBIT A-8 - Form of Class F Note EXHIBIT B - Form of Authentication Order EXHIBIT C - Form of Confidentiality Agreement EXHIBIT D - Form of Transferee Certificate iv INDENTURE OF TRUST (herein, as amended or supplemented from time to time as permitted hereby, this or the "INDENTURE")Assignment This Indenture, dated as of August June 1, 1998, by and is between XXXXXXXX FRANCHISEE LOAN FUNDING Onyx Acceptance Owner Trust 1998-A LLCA, a limited liability company organized under Delaware business trust, as the laws of the State of Delaware (the "ISSUER")Issuer, and BANKERS TRUST COMPANYThe Chase Manhattan Bank, a New York banking corporation, as trustee the Indenture Trustee. Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Issuer's 5.60% Auto Loan Backed Notes, Class A-1 (the "Class A-1 Notes"), 5.75% Auto Loan Backed Notes, Class A-2 (the "Class A-2 Notes"), 5.85% Auto Loan Backed Notes, Class A-3 (the "Class A-3 Notes") and 5.93% Auto Loan Backed Notes, Class A-4 (the "Class A-4 Notes" and, together with its permitted successors in the trusts hereunderClass A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "INDENTURE TRUSTEENotes")): GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee on behalf of the Trust on the Closing Date, on behalf of and for the benefit of the Holders of the Notes and the Insurer, without recourse, all of the Issuer's right, title and interest in, to and under the Collateral. The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture and the Insurance Agreement, all as provided in this Indenture and the Insurance Agreement. The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes and the Insurer, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

Recording of Indenture. 57 Section 11.1079 SECTION 11.14. Limited Obligations............................................. 57 Section 11.11Trust Obligation..................................... 79 SECTION 11.15. Governing Law................................................... 57 Section 11.12Communication by Noteholders with Other Noteholders.. 80 SECTION 11.16. Counterparts.................................................... 57 Inspection........................................... 80 SECTION 11.17. Agents of Issuer..................................... 80 SECTION 11.18. Survival of Representations and Warranties........... 80 SECTION 11.19. Conflict with Trust Indenture Act.................... 81 SECTION 11.20. Subordination........................................ 81 EXHIBITS EXHIBIT A-1 - Form of Class A-1 Note A Notes EXHIBIT A-2 - Form of Class A-2 Note EXHIBIT A-3 - Form of Class A-X Note EXHIBIT A-4 - Form of Class B Note Notes EXHIBIT A-5 - A-3 Form of Class C Note Notes EXHIBIT A-6 - B Form of Class Section 3.9 Officers' Certificate EXHIBIT C Servicing Criteria to be Addressed in Assessment of Compliance EXHIBIT D Note EXHIBIT A-7 - Form of Class Annual Certification of the Indenture Trustee EXHIBIT E Note EXHIBIT A-8 - Form of Class F Note EXHIBIT B - Form of Authentication Order EXHIBIT C - Form of Confidentiality Agreement EXHIBIT D - Form of Transferee Certificate iv INDENTURE OF TRUST (hereinNoteholder's Statement Pursuant to Section 8.5 SCHEDULE 1 Perfection Representations, as amended or supplemented from time to time as permitted hereby, this or the "Warranties and Covenants INDENTURE"), dated as of August December 14, 2006, between GE Equipment Midticket LLC, Series 2006-1, 1998, by and between XXXXXXXX FRANCHISEE LOAN FUNDING 1998-A LLC, a Delaware limited liability company organized under the laws of the State of Delaware (the "ISSUERIssuer"), and BANKERS TRUST COMPANY, a The Bank of New York banking corporationYork, as trustee and not in its individual capacity (the "Indenture Trustee"). The Issuer has duly authorized the issuance of $1,053,773,000 in aggregate principal amount of its Notes, consisting of $218,000,000 aggregate principal amount of 5.30138% Class A-1 Notes (the "Class A-1 Notes"), $190,500,000 aggregate principal amount of 5.10% Class A-2 Notes (the "Class A-2 Notes"), $318,000,000 aggregate principal amount of One-Month LIBOR + 0.01% Class A-3 Notes (the "Class A-3 Notes") and $268,789,000 aggregate principal amount of One-Month LIBOR + 0.03% Class A-4 Notes (the "Class A-4 Notes" and, together with its permitted successors in the trusts Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes"), $34,248,000 aggregate principal amount of One-Month LIBOR + 0.15% Class B Notes (the "Class B Notes") and $24,236,000 aggregate principal amount of One-Month LIBOR + 0.32% Class C Notes (the "Class C Notes", and together with the Class A Notes and the Class B Notes, the "Notes"), and to provide therefor the Issuer has duly authorized the execution and delivery of this Indenture. The Notes shall be entitled to payments of interest and principal as set forth herein. All things necessary to make the Notes, when executed by the Issuer and authenticated and delivered hereunder, the "INDENTURE TRUSTEE")valid obligations of the Issuer, and to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done.

Recording of Indenture. 57 Section 11.1060 SECTION 11.16. Limited Trust Obligations............................................. 57 Section 11.11.............................................61 SECTION 11.17. Governing Law................................................... 57 Section 11.12No Petition...................................................61 SECTION 11.18. Counterparts.................................................... 57 EXHIBITS Inspection....................................................61 SECTION 11.19. Consents......................................................62 EXHIBIT A-1 - Form of Class A-1 Note EXHIBIT A-2 - Form of Class A-2 Note EXHIBIT A-3 - Form of Class A-X Note EXHIBIT A-4 - Form of Class B Note EXHIBIT A-5 - Form of Class C Note EXHIBIT A-6 - Form of Class D Note EXHIBIT A-7 - Form of Class E Note EXHIBIT A-8 - Form of Class F Subordinate Note EXHIBIT B - Form of Authentication Order Depository Agreement EXHIBIT C - Form of Confidentiality Agreement Transferor Certificate EXHIBIT D - Form of Transferee Certificate iv Investment Letter INDENTURE OF TRUST (herein, as amended or supplemented from time to time as permitted hereby, this or the "INDENTURE"), dated as of August 1April 19, 19981999, by and between XXXXXXXX FRANCHISEE SMS STUDENT LOAN FUNDING 1998TRUST 1999-A LLCB, a limited liability company organized under the laws of the State of Delaware trust (the "ISSUERIssuer"), and BANKERS TRUST COMPANYHSBC BANK USA, a New York banking corporation, as trustee and not in its individual capacity (the "Indenture Trustee"). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Issuer's Class A-1 Floating Rate Asset-Backed Senior Notes (the "Class A-1 Notes"), Class A-2 Floating Rate Asset-Backed Senior Notes (the "Class A-2 Notes" and, together with its permitted successors in the trusts hereunderClass A-1 Notes, the "INDENTURE TRUSTEESenior Notes").) and Floating Rate Asset-Backed Subordinate Notes (the "Subordinate Notes" and, together with the Senior Notes, the "Notes"): GRANTING CLAUSE The Issuer (and, with respect to the legal title to the Financed Student Loans, the Eligible Lender Trustee) hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Noteholders and the Swap Counterparty, all the Issuer's and the Eligible Lender Trustee's right, title and, interest in and to, but none of its obligations under, the following:

Recording of Indenture. 57 Section 11.1060 SECTION 11.16. Limited Trust Obligations............................................. 57 Section 11.11.............................................60 SECTION 11.17. Governing Law................................................... 57 Section 11.12No Petition...................................................60 SECTION 11.18. Counterparts.................................................... 57 EXHIBITS Inspection....................................................60 APPENDIX A Definitions and Usage SCHEDULE A Schedule of Initial Financed Student Loans SCHEDULE B Schedule of Additional Student Loans SCHEDULE C Location of Financed Student Loan Files EXHIBIT A-1 - Form of Class A-1 Note EXHIBIT A-2 - Form of Class A-2 Note EXHIBIT A-3 - Form of Class A-X Note EXHIBIT A-4 - Form of Class B Note EXHIBIT A-5 - Form of Class C Note EXHIBIT A-6 - Form of Class D Note EXHIBIT A-7 - Form of Class E Note EXHIBIT A-8 - Form of Class F M Note EXHIBIT B - Form of Authentication Order EXHIBIT C - Form of Confidentiality Note Depository Agreement EXHIBIT D - Form of Transferee Certificate iv INDENTURE OF TRUST (herein, as amended or supplemented from time to time as permitted hereby, this or the "INDENTURE"), dated as of August September 1, 19981999, by and between XXXXXXXX FRANCHISEE KEYCORP STUDENT LOAN FUNDING 1998TRUST 1999-A LLCB, a limited liability company organized under the laws of the State of Delaware New York trust (the "ISSUERIssuer"), and BANKERS TRUST COMPANY, a New York banking corporation, as trustee and not in its individual capacity (the "Indenture Trustee"). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Issuer's Floating Rate Class A-1 Asset Backed Notes (the "Class A-1 Notes"), Floating Rate Class A-2 Asset Backed Notes (the "Class A-2 Notes" and together with its permitted successors in the trusts hereunderClass A-1 Notes, the "INDENTURE TRUSTEEClass A Notes")., and the Floating Rate Class M Asset Backed Notes (the "Class M Notes", and together with the Class A Notes, the "Notes"): GRANTING CLAUSE The Issuer (and, with respect to the Financed Student Loans, the Eligible Lender Trustee on behalf of the Issuer) hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the holders of the Notes, all the Issuer's right, title and interest in and to the following:

Recording of Indenture. 57 Section 11.1079 SECTION 11.16. Limited Obligations............................................. 57 Section 11.11Trust Obligation............................................79 SECTION 11.17. Governing Law................................................... 57 Section 11.12No Petition.................................................79 SECTION 11.18. Counterparts.................................................... 57 EXHIBITS EXHIBIT Inspection..................................................80 SECTION 11.19. Certain Matters Regarding the Insurer.......................80 Exhibit A-1 - Form of Class A-1 Note EXHIBIT Exhibit A-2 - Form of Class A-2 Note EXHIBIT Exhibit A-3 - Form of Class A-X A-3 Note EXHIBIT Exhibit A-4 - Form of Class A-4 Note Exhibit B Note EXHIBIT A-5 - Form of Class C Note EXHIBIT A-6 - Form Opinion of Class D Note EXHIBIT A-7 - Form of Class E Note EXHIBIT A-8 - Form of Class F Note EXHIBIT B - Form of Authentication Order EXHIBIT C - Form of Confidentiality Agreement EXHIBIT D - Form of Transferee Certificate iv INDENTURE OF TRUST (herein, as amended or supplemented from time to time as permitted hereby, this or the "Counsel INDENTURE"), dated as of August September [__], 1999 (as amended, supplemented or otherwise modified and in effect from time to time, this "Indenture"), between CARMAX AUTO OWNER TRUST 1999-1, 1998, by and between XXXXXXXX FRANCHISEE LOAN FUNDING 1998-A LLC, a limited liability company organized under the laws of the State of Delaware business trust (the "ISSUERIssuer"), and BANKERS TRUST COMPANY, a New York banking corporation, not in its individual capacity but solely as indenture trustee (together with its permitted successors in the trusts hereundersuch capacity, the "INDENTURE TRUSTEEIndenture Trustee").. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Issuer's [____]% Class A-1 Asset-Backed Notes (the "Class A-1 Notes"), [____]% Class A-2 Asset-Backed Notes (the "Class A-2 Notes"), [____]% Class A-3 Asset-Backed Notes (the "Class A-3 Notes") and [____]% Class A-4 Asset-Backed Notes (the "Class A-4 Notes" and, collectively with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"):

Recording of Indenture. 57 Section 11.1058 SECTION 11.16. Limited Trust Obligations............................................. 57 Section 11.11........................................59 SECTION 11.17. Governing Law................................................... 57 Section 11.12No Petition..............................................59 SECTION 11.18. Counterparts.................................................... 57 EXHIBITS Inspection...............................................59 SECTION 11.19. Consents.................................................60 EXHIBIT A-1 - Form of Class A-1 Note EXHIBIT A-2 - Form of Class A-2 Note EXHIBIT A-3 - Form of Class A-X Note EXHIBIT A-4 - Form of Class B Note EXHIBIT A-5 - Form of Class C Note EXHIBIT A-6 - Form of Class D Note EXHIBIT A-7 - Form of Class E Note EXHIBIT A-8 - Form of Class F Subordinate Note EXHIBIT B - Form of Authentication Order EXHIBIT C - Form of Confidentiality Depository Agreement EXHIBIT D - Form of Transferee Certificate iv INDENTURE OF TRUST (herein, as amended or supplemented from time to time as permitted hereby, this or the "INDENTURE"), dated as of August 1[ ], 1998, by and between XXXXXXXX FRANCHISEE ASSET BACKED SECURITIES CORPORATION STUDENT LOAN FUNDING 1998-A LLCTRUST [ ], a limited liability company organized under the laws of the State of Delaware trust (the "ISSUER"), and BANKERS TRUST COMPANYand[ ], a New York [ ] banking corporation, as trustee and not in its individual capacity (together with its permitted successors in the trusts hereunder, the "INDENTURE TRUSTEE").. Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Issuer's Class A-1 Floating Rate Senior Asset-Backed Notes (the "CLASS A-1 NOTES"), Class A-2 Floating Rate Asset-Backed Senior Notes (the "CLASS A-2 NOTES" and, together with the Class A-1 Notes, the "SENIOR NOTES") and Class B Floating Rate Asset-Backed Subordinate Notes (the "SUBORDINATE NOTES" and, together with the Senior Notes, the "NOTES"): GRANTING CLAUSE The Issuer (and, with respect to the legal title to the Financed Student Loans, the Eligible Lender Trustee) hereby Grants to the Indenture Trustee at the Closing Date, as trustee for the benefit of the Noteholders and any Swap Counterparties, all the Issuer's and the Eligible Lender Trustee's right, title and, interest in and to, but none of its obligations under, the following:

Recording of Indenture. 56 SECTION 11.15. Trust Obligation....................................56 SECTION 11.16. No Petition.........................................56 SECTION 11.17. Inspection..........................................57 Section 11.10SECTION 11.18. Limited Obligations............................................. Conflict with Trust Indenture Act...................57 Section 11.11SECTION 11.19. Governing Law................................................... Certain Matters Regarding the Note Insurer..........57 Section 11.12SECTION 11.20. Counterparts.................................................... 57 Subordination.......................................58 EXHIBITS EXHIBIT A-1 - A Form of Class A-1 Note EXHIBIT A-2 - Form of Class A-2 Note EXHIBIT A-3 - Form of Class A-X Note EXHIBIT A-4 - Form of Class B Note EXHIBIT A-5 - Form of Class C Note EXHIBIT A-6 - Form of Class D Note EXHIBIT A-7 - Form of Class E Note EXHIBIT A-8 - Form of Class F Note EXHIBIT B - Form of Authentication Order EXHIBIT C - Form of Confidentiality Agreement EXHIBIT D - Form of Transferee Certificate iv INDENTURE OF TRUST (herein, as amended or supplemented from time to time as permitted hereby, this or the "A Notes INDENTURE"), dated as of August 1March 30, 19981999, by and between XXXXXXXX FRANCHISEE LOAN FUNDING 1998PARAGON AUTO RECEIVABLES OWNER TRUST 1999-A LLCA, a limited liability company organized under the laws of the State of Delaware statutory business trust (the "ISSUERIssuer"), and BANKERS TRUST COMPANYNORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a New York national banking corporationassociation, as trustee and not in its individual capacity (together with its permitted successors in the trusts hereunder"Trustee"). Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer's 5.95% Asset Backed Notes, Class A (the "Class A Notes") or the "Notes"). As security for the payment and performance by the Issuer of the Secured Obligations (as defined below), the "INDENTURE TRUSTEE"Issuer has agreed to assign the Indenture Collateral (as defined below) as collateral to the Trustee on behalf of the Noteholders and the Note Insurer (as defined below).