Exhibit 4.1








USAA AUTO OWNER TRUST 2010-1


Class A-1 0.27436% Auto Loan Asset Backed
Notes

Class A-2 0.63% Auto Loan Asset Backed Notes

Class A-3 1.30% Auto Loan Asset Backed Notes

Class A-4 2.14% Auto Loan Asset Backed Notes

Class B 2.96% Auto Loan Asset Backed Notes





INDENTURE


Dated as of February 24, 2010




THE BANK OF NEW YORK MELLON, 


as the Indenture Trustee










CROSS REFERENCE TABLE1


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TIA

 Section



 	
  

 	
  

 	
  

 	
 Indenture

 Section



 
	
 310

 	
  

 	
 (a) (1)

 	
  

 	
 6.11

 
	
  

 	
  

 	
 (a) (2)

 	
  

 	
 6.11

 
	
  

 	
  

 	
 (a) (3)

 	
  

 	
 6.10; 6.11

 
	
  

 	
  

 	
 (a) (4)

 	
  

 	
 N.A.2

 
	
  

 	
  

 	
 (a) (5)

 	
  

 	
 6.11

 
	
  

 	
  

 	
 (b)

 	
  

 	
 6.8; 6.11

 
	
  

 	
  

 	
 (c)

 	
  

 	
 N.A.

 
	
 311

 	
  

 	
 (a)

 	
  

 	
 6.12

 
	
  

 	
  

 	
 (b)

 	
  

 	
 6.12

 
	
  

 	
  

 	
 (c)

 	
  

 	
 N.A.

 
	
 312

 	
  

 	
 (a)

 	
  

 	
 7.1

 
	
  

 	
  

 	
 (b)

 	
  

 	
 7.2

 
	
  

 	
  

 	
 (c)

 	
  

 	
 7.2

 
	
 313

 	
  

 	
 (a)

 	
  

 	
 7.3

 
	
  

 	
  

 	
 (b) (1)

 	
  

 	
 7.3

 
	
  

 	
  

 	
 (b) (2)

 	
  

 	
 7.3

 
	
  

 	
  

 	
 (c)

 	
  

 	
 7.3

 
	
  

 	
  

 	
 (d)

 	
  

 	
 7.3

 
	
 314

 	
  

 	
 (a)

 	
  

 	
 3.9

 
	
  

 	
  

 	
 (b)

 	
  

 	
 3.6; 11.15

 
	
  

 	
  

 	
 (c) (1)

 	
  

 	
 11.15

 
	
  

 	
  

 	
 (c) (2)

 	
  

 	
 11.1

 
	
  

 	
  

 	
 (c) (3)

 	
  

 	
 11.1

 
	
  

 	
  

 	
 (d)

 	
  

 	
 11.1

 
	
  

 	
  

 	
 (e)

 	
  

 	
 11.1

 
	
  

 	
  

 	
 (f)

 	
  

 	
 N.A.

 
	
 315

 	
  

 	
 (a)

 	
  

 	
 6.1(b)

 
	
  

 	
  

 	
 (b)

 	
  

 	
 6.5

 
	
  

 	
  

 	
 (c)

 	
  

 	
 6.1(a)

 
	
  

 	
  

 	
 (d)

 	
  

 	
 6.1(c)

 
	
  

 	
  

 	
 (e)

 	
  

 	
 5.13

 
	
 316

 	
  

 	
 (a) (1) (A)

 	
  

 	
 5.11

 
	
  

 	
  

 	
 (a) (1) (B)

 	
  

 	
 5.12

 
	
  

 	
  

 	
 (a) (2)

 	
  

 	
 N.A.

 
	
  

 	
  

 	
 (b)

 	
  

 	
 5.7

 
	
  

 	
  

 	
 (c)

 	
  

 	
 5.6(b)

 
	
 317

 	
  

 	
 (a) (1)

 	
  

 	
 5.3(b)

 
	
  

 	
  

 	
 (a) (2)

 	
  

 	
 5.3(d)

 
	
  

 	
  

 	
 (b)

 	
  

 	
 3.3(c)

 
	
 318

 	
  

 	
 (a)

 	
  

 	
 11.7

 






	
  

 	
  

 
	

 

 

 
	
 1

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

 
	
  

 	
  

 
	
 2

 	
 N.A. means Not
 Applicable.

 









TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
 ARTICLE I

 	
 DEFINITIONS
 AND INCORPORATION BY REFERENCE

 	
  

 	
  

 
	
  

 	
 SECTION 1.1

 	
  

 	
  

 	
 Definitions

 	
  

 	
 2

 
	
  

 	
 SECTION 1.2

 	
  

 	
  

 	
 Incorporation
 by Reference of Trust Indenture Act

 	
  

 	
 2

 
	
  

 	
 SECTION 1.3

 	
  

 	
  

 	
 Other
 Interpretive Provisions

 	
  

 	
 2

 
	
 ARTICLE II

 	
 THE NOTES

 	
  

 	
  

 
	
  

 	
 SECTION 2.1

 	
  

 	
  

 	
 Form

 	
  

 	
 3

 
	
  

 	
 SECTION 2.2

 	
  

 	
  

 	
 Execution,
 Authentication and Delivery

 	
  

 	
 3

 
	
  

 	
 SECTION 2.3

 	
  

 	
  

 	
 Temporary
 Notes

 	
  

 	
 3

 
	
  

 	
 SECTION 2.4

 	
  

 	
  

 	
 Registration
 of Transfer and Exchange

 	
  

 	
 4

 
	
  

 	
 SECTION 2.5

 	
  

 	
  

 	
 Mutilated,
 Destroyed, Lost or Stolen Notes

 	
  

 	
 8

 
	
  

 	
 SECTION 2.6

 	
  

 	
  

 	
 Persons
 Deemed Owners

 	
  

 	
 9

 
	
  

 	
 SECTION 2.7

 	
  

 	
  

 	
 Payment of
 Principal and Interest; Defaulted Interest

 	
  

 	
 9

 
	
  

 	
 SECTION 2.8

 	
  

 	
  

 	
 Cancellation

 	
  

 	
 10

 
	
  

 	
 SECTION 2.9

 	
  

 	
  

 	
 Release of
 Collateral

 	
  

 	
 10

 
	
  

 	
 SECTION 2.10

 	
  

 	
  

 	
 Book-Entry
 Notes

 	
  

 	
 11

 
	
  

 	
 SECTION 2.11

 	
  

 	
  

 	
 Notices to
 Clearing Agency

 	
  

 	
 11

 
	
  

 	
 SECTION 2.12

 	
  

 	
  

 	
 Definitive
 Notes

 	
  

 	
 12

 
	
  

 	
 SECTION 2.13

 	
  

 	
  

 	
 Authenticating
 Agents

 	
  

 	
 12

 
	
  

 	
 SECTION 2.14

 	
  

 	
  

 	
 Tax
 Treatment

 	
  

 	
 13

 
	
 ARTICLE III

 	
 COVENANTS

 	
  

 	
  

 
	
  

 	
 SECTION 3.1

 	
  

 	
  

 	
 Payment of
 Principal and Interest

 	
  

 	
 13

 
	
  

 	
 SECTION 3.2

 	
  

 	
  

 	
 Maintenance
 of Office or Agency

 	
  

 	
 13

 
	
  

 	
 SECTION 3.3

 	
  

 	
  

 	
 Money for
 Payments To Be Held in Trust

 	
  

 	
 14

 
	
  

 	
 SECTION 3.4

 	
  

 	
  

 	
 Existence

 	
  

 	
 15

 
	
  

 	
 SECTION 3.5

 	
  

 	
  

 	
 Protection
 of Collateral

 	
  

 	
 15

 
	
  

 	
 SECTION 3.6

 	
  

 	
  

 	
 Opinions as
 to Collateral

 	
  

 	
 16

 
	
  

 	
 SECTION 3.7

 	
  

 	
  

 	
 Performance
 of Obligations; Servicing of Receivables

 	
  

 	
 16

 
	
  

 	
 SECTION 3.8

 	
  

 	
  

 	
 Negative
 Covenants

 	
  

 	
 17

 
	
  

 	
 SECTION 3.9

 	
  

 	
  

 	
 Annual
 Compliance Statement

 	
  

 	
 18

 
	
  

 	
 SECTION 3.10

 	
  

 	
  

 	
 Restrictions
 on Certain Other Activities

 	
  

 	
 19

 
	
  

 	
 SECTION 3.11

 	
  

 	
  

 	
 Restricted
 Payments

 	
  

 	
 19

 
	
  

 	
 SECTION 3.12

 	
  

 	
  

 	
 Notice of
 Events of Default

 	
  

 	
 19

 
	
  

 	
 SECTION 3.13

 	
  

 	
  

 	
 Further
 Instruments and Acts

 	
  

 	
 19

 


i





TABLE OF CONTENTS
(Continued)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 3.14

 	
  

 	
  

 	
 Compliance
 with Laws

 	
  

 	
 19

 
	
  

 	
 SECTION 3.15

 	
  

 	
  

 	
 Perfection
 Representations, Warranties and Covenants

 	
  

 	
 19

 
	
 ARTICLE IV

 	
 SATISFACTION
 AND DISCHARGE

 	
  

 	
  

 
	
  

 	
 SECTION 4.1

 	
  

 	
  

 	
 Satisfaction
 and Discharge of Indenture

 	
  

 	
 20

 
	
  

 	
 SECTION 4.2

 	
  

 	
  

 	
 Application
 of Trust Money

 	
  

 	
 20

 
	
  

 	
 SECTION 4.3

 	
  

 	
  

 	
 Repayment of
 Monies Held by Paying Agent

 	
  

 	
 20

 
	
 ARTICLE V

 	
 REMEDIES

 	
  

 	
  

 
	
  

 	
 SECTION 5.1

 	
  

 	
  

 	
 Events of
 Default

 	
  

 	
 20

 
	
  

 	
 SECTION 5.2

 	
  

 	
  

 	
 Acceleration
 of Maturity; Waiver of Event of Default

 	
  

 	
 21

 
	
  

 	
 SECTION 5.3

 	
  

 	
  

 	
 Collection
 of Indebtedness and Suits for Enforcement by the Indenture Trustee

 	
  

 	
 22

 
	
  

 	
 SECTION 5.4

 	
  

 	
  

 	
 Remedies;
 Priorities

 	
  

 	
 24

 
	
  

 	
 SECTION 5.5

 	
  

 	
  

 	
 Optional
 Preservation of the Collateral

 	
  

 	
 27

 
	
  

 	
 SECTION 5.6

 	
  

 	
  

 	
 Limitation
 of Suits

 	
  

 	
 27

 
	
  

 	
 SECTION 5.7

 	
  

 	
  

 	
 Unconditional
 Rights of Noteholders to Receive Principal and Interest

 	
  

 	
 28

 
	
  

 	
 SECTION 5.8

 	
  

 	
  

 	
 Restoration
 of Rights and Remedies

 	
  

 	
 28

 
	
  

 	
 SECTION 5.9

 	
  

 	
  

 	
 Rights and
 Remedies Cumulative

 	
  

 	
 28

 
	
  

 	
 SECTION 5.10

 	
  

 	
  

 	
 Delay or
 Omission Not a Waiver

 	
  

 	
 29

 
	
  

 	
 SECTION 5.11

 	
  

 	
  

 	
 Control by
 Noteholders

 	
  

 	
 29

 
	
  

 	
 SECTION 5.12

 	
  

 	
  

 	
 Waiver of
 Past Defaults

 	
  

 	
 29

 
	
  

 	
 SECTION 5.13

 	
  

 	
  

 	
 Undertaking
 for Costs

 	
  

 	
 30

 
	
  

 	
 SECTION 5.14

 	
  

 	
  

 	
 Waiver of
 Stay or Extension Laws

 	
  

 	
 30

 
	
  

 	
 SECTION 5.15

 	
  

 	
  

 	
 Action on
 Notes

 	
  

 	
 30

 
	
  

 	
 SECTION 5.16

 	
  

 	
  

 	
 Performance
 and Enforcement of Certain Obligations

 	
  

 	
 31

 
	
  

 	
 SECTION 5.17

 	
  

 	
  

 	
 Sale of
 Collateral

 	
  

 	
 31

 
	
 ARTICLE VI

 	
 THE
 INDENTURE TRUSTEE

 	
  

 	
  

 
	
  

 	
 SECTION 6.1

 	
  

 	
  

 	
 Duties of
 the Indenture Trustee

 	
  

 	
 32

 
	
  

 	
 SECTION 6.2

 	
  

 	
  

 	
 Rights of
 the Indenture Trustee

 	
  

 	
 33

 
	
  

 	
 SECTION 6.3

 	
  

 	
  

 	
 Individual
 Rights of the Indenture Trustee

 	
  

 	
 34

 
	
  

 	
 SECTION 6.4

 	
  

 	
  

 	
 The
 Indenture Trustee’s Disclaimer

 	
  

 	
 35

 
	
  

 	
 SECTION 6.5

 	
  

 	
  

 	
 Notice of
 Defaults

 	
  

 	
 35

 


ii





TABLE OF CONTENTS
(Continued)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 6.6

 	
  

 	
  

 	
 Reports by
 the Indenture Trustee to Noteholders

 	
  

 	
 35

 
	
  

 	
 SECTION 6.7

 	
  

 	
  

 	
 Compensation
 and Indemnity

 	
  

 	
 35

 
	
  

 	
 SECTION 6.8

 	
  

 	
  

 	
 Removal,
 Resignation and Replacement of the Indenture Trustee

 	
  

 	
 36

 
	
  

 	
 SECTION 6.9

 	
  

 	
  

 	
 Successor
 Indenture Trustee by Merger

 	
  

 	
 37

 
	
  

 	
 SECTION 6.10

 	
  

 	
  

 	
 Appointment
 of Co-Indenture Trustee or Separate Indenture Trustee

 	
  

 	
 37

 
	
  

 	
 SECTION 6.11

 	
  

 	
  

 	
 Eligibility;
 Disqualification

 	
  

 	
 39

 
	
  

 	
 SECTION 6.12

 	
  

 	
  

 	
 Preferential
 Collection of Claims Against the Issuer

 	
  

 	
 39

 
	
  

 	
 SECTION 6.13

 	
  

 	
  

 	
 Representations
 and Warranties

 	
  

 	
 39

 
	
 ARTICLE VII

 	
 NOTEHOLDERS’
 LISTS AND REPORTS

 	
  

 	
  

 
	
  

 	
 SECTION 7.1

 	
  

 	
  

 	
 The Issuer
 to Furnish the Indenture Trustee Names and Addresses of Noteholders

 	
  

 	
 39

 
	
  

 	
 SECTION 7.2

 	
  

 	
  

 	
 Preservation
 of Information; Communications to Noteholders

 	
  

 	
 39

 
	
  

 	
 SECTION 7.3

 	
  

 	
  

 	
 Reports by
 the Indenture Trustee

 	
  

 	
 40

 
	
 ARTICLE VIII

 	
 ACCOUNTS,
 DISBURSEMENTS AND RELEASES

 	
  

 	
  

 
	
  

 	
 SECTION 8.1

 	
  

 	
  

 	
 Collection of
 Money

 	
  

 	
 40

 
	
  

 	
 SECTION 8.2

 	
  

 	
  

 	
 Trust
 Accounts

 	
  

 	
 40

 
	
  

 	
 SECTION 8.3

 	
  

 	
  

 	
 General
 Provisions Regarding Accounts

 	
  

 	
 41

 
	
  

 	
 SECTION 8.4

 	
  

 	
  

 	
 Release of
 Collateral

 	
  

 	
 42

 
	
  

 	
 SECTION 8.5

 	
  

 	
  

 	
 Opinion of
 Counsel

 	
  

 	
 42

 
	
 ARTICLE IX

 	
 SUPPLEMENTAL
 INDENTURES

 	
  

 	
  

 
	
  

 	
 SECTION 9.1

 	
  

 	
  

 	
 Supplemental
 Indentures Without Consent of Noteholders

 	
  

 	
 43

 
	
  

 	
 SECTION 9.2

 	
  

 	
  

 	
 Supplemental
 Indentures with Consent of Noteholders

 	
  

 	
 44

 
	
  

 	
 SECTION 9.3

 	
  

 	
  

 	
 Execution of
 Supplemental Indentures

 	
  

 	
 45

 
	
  

 	
 SECTION 9.4

 	
  

 	
  

 	
 Effect of
 Supplemental Indenture

 	
  

 	
 46

 
	
  

 	
 SECTION 9.5

 	
  

 	
  

 	
 Conformity
 With Trust Indenture Act

 	
  

 	
 46

 
	
  

 	
 SECTION 9.6

 	
  

 	
  

 	
 Reference in
 Notes to Supplemental Indentures

 	
  

 	
 46

 
	
 ARTICLE X

 	
 REDEMPTION
 OF NOTES

 	
  

 	
  

 
	
  

 	
 SECTION 10.1

 	
  

 	
  

 	
 Redemption

 	
  

 	
 46

 
	
  

 	
 SECTION 10.2

 	
  

 	
  

 	
 Form of
 Redemption Notice

 	
  

 	
 46

 
	
  

 	
 SECTION 10.3

 	
  

 	
  

 	
 Notes
 Payable on Redemption Date

 	
  

 	
 47

 


iii





TABLE OF CONTENTS
(Continued)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
 ARTICLE XI

 	
 MISCELLANEOUS

 	
  

 	
  

 
	
  

 	
 SECTION 11.1

 	
  

 	
  

 	
 Compliance
 Certificates and Opinions, etc

 	
  

 	
 47

 
	
  

 	
 SECTION 11.2

 	
  

 	
  

 	
 Form of
 Documents Delivered to the Indenture Trustee

 	
  

 	
 49

 
	
  

 	
 SECTION 11.3

 	
  

 	
  

 	
 Acts of
 Noteholders

 	
  

 	
 50

 
	
  

 	
 SECTION 11.4

 	
  

 	
  

 	
 Notices

 	
  

 	
 50

 
	
  

 	
 SECTION 11.5

 	
  

 	
  

 	
 Notices to
 Noteholders; Waiver

 	
  

 	
 50

 
	
  

 	
 SECTION 11.6

 	
  

 	
  

 	
 Alternate
 Payment and Notice Provisions

 	
  

 	
 51

 
	
  

 	
 SECTION 11.7

 	
  

 	
  

 	
 Conflict
 with Trust Indenture Act

 	
  

 	
 51

 
	
  

 	
 SECTION 11.8

 	
  

 	
  

 	
 Effect of
 Headings and Table of Contents

 	
  

 	
 51

 
	
  

 	
 SECTION 11.9

 	
  

 	
  

 	
 Successors
 and Assigns

 	
  

 	
 51

 
	
  

 	
 SECTION
 11.10

 	
  

 	
  

 	
 Severability

 	
  

 	
 51

 
	
  

 	
 SECTION
 11.11

 	
  

 	
  

 	
 [RESERVED]

 	
  

 	
 51

 
	
  

 	
 SECTION
 11.12

 	
  

 	
  

 	
 Legal
 Holidays

 	
  

 	
 52

 
	
  

 	
 SECTION
 11.13

 	
  

 	
  

 	
 Governing
 Law

 	
  

 	
 52

 
	
  

 	
 SECTION
 11.14

 	
  

 	
  

 	
 Counterparts

 	
  

 	
 52

 
	
  

 	
 SECTION
 11.15

 	
  

 	
  

 	
 Recording of
 Indenture

 	
  

 	
 52

 
	
  

 	
 SECTION
 11.16

 	
  

 	
  

 	
 Trust
 Obligation

 	
  

 	
 52

 
	
  

 	
 SECTION
 11.17

 	
  

 	
  

 	
 No Petition

 	
  

 	
 52

 
	
  

 	
 SECTION
 11.18

 	
  

 	
  

 	
 Intent

 	
  

 	
 53

 
	
  

 	
 SECTION
 11.19

 	
  

 	
  

 	
 Submission
 to Jurisdiction; Waiver of Jury Trial

 	
  

 	
 53

 
	
  

 	
 SECTION
 11.20

 	
  

 	
  

 	
 Subordination
 of Claims

 	
  

 	
 54

 
	
  

 	
 SECTION
 11.21

 	
  

 	
  

 	
 Limitation
 of Liability of Owner Trustee

 	
  

 	
 54

 
	
  

 	
 SECTION
 11.22

 	
  

 	
  

 	
 Information
 Requests

 	
  

 	
 55

 
	
  

 	
 SECTION
 11.23

 	
  

 	
  

 	
 Inspection

 	
  

 	
 55

 


iv









	
  

 	
  

 	
  

 	
  

 
	
 Schedule I

 	
 Perfection
 Representations, Warranties and Covenants

 	
  

 	
  

 
	
 Exhibit A

 	
 Forms of
 Notes

 	
  

 	
  

 


v





          This INDENTURE, dated as of February 24, 2010 (as
amended, modified or
supplemented from time to time, this “Indenture”), is between USAA AUTO
OWNER TRUST 2010-1, a Delaware statutory trust (the “Issuer”),
and THE BANK OF NEW YORK MELLON, a
banking corporation organized under the laws of the State of New York, solely
as trustee and not in its individual capacity (the “Indenture Trustee”).


          Each
party agrees as follows for the benefit of the other party and the equal and
ratable benefit of the Holders of the Issuer’s Class A-1 0.27436% Auto Loan
Asset Backed Notes (the “Class A-1 Notes”), Class A-2 0.63% Auto Loan
Asset Backed Notes (the “Class A-2 Notes”), Class A-3 1.30% Auto Loan
Asset Backed Notes (the “Class A-3 Notes”) and Class A-4 2.14% Auto Loan
Asset Backed Notes (the “Class A-4 Notes” and together with the Class
A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”)
and Class B 2.96% Auto Loan Asset Backed Notes (the “Class B Notes”
and together with the Class A Notes, the “Notes”).


GRANTING CLAUSE


          The
Issuer, 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 except as set forth herein, and to secure compliance
with the provisions of this Indenture, hereby Grants in trust to the Indenture
Trustee on the Closing Date, as trustee for the benefit of the Noteholders, all
of the Issuer’s right, title and interest, whether now owned or hereafter
acquired, in and to (i) the Trust Estate and (ii) all present and future
claims, demands, causes and choses in action in respect of any or all of the
Trust Estate and all payments on or under and all proceeds of every kind and
nature whatsoever in respect of any or all of the Trust Estate, including all
proceeds of the conversion, voluntary or involuntary, into cash or other liquid
property, 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, instruments, securities, financial assets and
other property which at any time constitute all or part of or are included in
the proceeds of any of the Trust Estate (collectively, the “Collateral”).


          The
Indenture Trustee, on behalf of the Noteholders, acknowledges the foregoing
Grant, accepts the trusts under this Indenture and agrees to perform its duties
required in this Indenture in accordance with the provisions of this Indenture.


          The
foregoing Grant is made in trust to secure (i) 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 except as set forth herein
and (ii) compliance with the provisions of this Indenture, all as provided in
this Indenture.


          Without
limiting the foregoing Grant, any Receivable purchased by the Bank pursuant to Section
3.3 of the Purchase Agreement or by the Seller or the Servicer pursuant to Section
2.3 or Section 3.6, respectively, of the Sale and Servicing
Agreement shall be deemed to be automatically released from the lien of this
Indenture without any action being taken by the Indenture Trustee upon payment
by the Seller or the Servicer, as applicable, of the related Repurchase Price
for such Repurchased Receivable.






ARTICLE I DEFINITIONS AND INCORPORATION BY
REFERENCE


          SECTION
1.1 Definitions.
Except as otherwise specified herein or the context may otherwise require,
capitalized terms are used in this Indenture as defined in Appendix A
to the Sale and Servicing Agreement, dated as of February 24, 2010 (as amended,
modified or supplemented from time to time, the “Sale and Servicing
Agreement”), among USAA Acceptance, LLC, as Seller, the Issuer, USAA
Federal Savings Bank, as Servicer, and the Indenture Trustee.


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


          “Commission”
means the Securities and Exchange Commission.


          “indenture
securities” means the Notes.


          “indenture
security holder” means a Noteholder.


          “indenture
to be qualified” means this Indenture.


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


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


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


          SECTION
1.3 Other
Interpretive Provisions. All terms defined in this Indenture shall
have the defined meanings when used in any certificate or other document
delivered pursuant hereto unless otherwise defined therein. For purposes of
this Indenture and all such certificates and other documents, unless the
context otherwise requires: (a) accounting terms not otherwise defined in this
Indenture, and accounting terms partly defined in this Indenture to the extent
not defined, shall have the respective meanings given to them under GAAP (provided,
that, to the extent that the definitions in this Indenture and GAAP conflict,
the definitions in this Indenture shall control); (b) the words “hereof,”
“herein” and “hereunder” and words of similar import refer to this Indenture as
a whole and not to any particular provision of this Indenture; (c) references
to any Article, Section, Schedule or Exhibit are references to Articles,
Sections, Schedules and Exhibits in or to this Indenture and references to any
paragraph, subsection, clause or other subdivision within any Section or
definition refer to such paragraph, subsection, clause or other subdivision of
such Section or definition; (d) the term “including” and all variations thereof
means “including without limitation”; (e) except as otherwise expressly
provided herein, references to any law or regulation refer to that law or
regulation as amended from time to time and include any successor law or regulation;
and (f) references to any Person include that Person’s successors and assigns.


	
  

 	
  

 	
  

 
	
  

 	
 2

 	
 Indenture (USAA 2010-1)

 








ARTICLE II THE NOTES


          SECTION
2.1 Form.
The Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and
Class B Notes, in each case together with the Indenture Trustee’s certificate
of authentication, shall be in substantially the form set forth in Exhibit A hereto, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon
as may, consistently herewith, be determined by the officers executing the
Notes, as evidenced by their execution of the Notes. Any portion of the text of
any Note may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Note.


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


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


          Notes
bearing the manual or facsimile signature of individuals who were at any time
Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the authentication
and delivery of such Notes or did not hold such offices at the date of such
Notes.


          The
Indenture Trustee shall, upon Issuer Order, authenticate and deliver Class A-1
Notes for original issue in an Initial Note Balance of $252,000,000, Class A-2
Notes for original issue in an Initial Note Balance of $179,000,000, Class A-3
Notes for original issue in an Initial Note Balance of $399,000,000, Class A-4
Notes for original issue in an Initial Note Balance of $152,502,000 and Class B
Notes for original issue in an Initial Note Balance of $17,500,000. The Note
Balance of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes
and Class B Notes Outstanding at any time may not exceed such amounts except as
provided in Section 2.5.


          Each
Note shall be dated the date of its authentication. The Notes shall be issuable
as registered Notes in the minimum denomination of $1,000 and in integral
multiples of $1,000 in excess thereof (except for one Note of each Class which
may be issued in a denomination other than an integral multiple of $1,000).


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


          SECTION
2.3 Temporary
Notes. Pending the preparation of Definitive Notes, the Issuer may
execute, and upon receipt of an Issuer Order, the Indenture Trustee shall
authenticate and deliver, temporary Notes which are printed, lithographed,
typewritten, mimeographed or otherwise produced, substantially of the tenor of
the Definitive Notes in lieu of which they are 


	
  

 	
  

 	
  

 
	
  

 	
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issued and
with such variations not inconsistent with the terms of this Indenture as the
officers executing such Notes may determine, as evidenced by their execution of
such Notes.


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


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


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


          Upon
surrender for registration of transfer of any Note at the office or agency of
the Issuer to be maintained as provided in Section 3.2, if the
requirements of Section 8-401 of the UCC are met, the Issuer shall execute and
upon its written request the Indenture Trustee shall authenticate and the
Noteholder shall obtain from the Indenture Trustee, in the name of the
designated transferee or transferees, one or more new Notes, in any authorized
denominations, of the same Class and a like aggregate outstanding principal
amount.


          At
the option of the related Noteholder, Notes may be exchanged for other Notes in
any authorized denominations, of the same Class and a like aggregate
outstanding principal amount, upon surrender of the Notes to be exchanged at
such office or agency. Whenever any Notes are so surrendered for exchange, if
the requirements of Section 8-401 of the UCC are met the Issuer shall execute
and, upon Issuer Request, the Indenture Trustee shall authenticate and the
related Noteholder shall obtain from the Indenture Trustee, the Notes which the
Noteholder making the exchange is entitled to receive.


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


	
  

 	
  

 	
  

 
	
  

 	
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          Every
Note presented or surrendered for registration of transfer or exchange shall be
(i) duly endorsed by, or be accompanied by, a written instrument of transfer in
form and substance satisfactory to the Issuer and the Indenture Trustee duly executed
by the Noteholder thereof or its attorney-in-fact duly authorized in writing,
with such signature guaranteed by an “eligible grantor institution” meeting the
requirements of the Note Registrar which requirements include membership or
participation in a Securities Transfer Agents Medallion Program (“Stamp”)
or such other “signature guarantee program” as may be determined by the Note
Registrar in addition to, or in substitution for, Stamp, all in accordance with
the Exchange Act and (ii) accompanied by such other documents as the Indenture
Trustee may require.


          No
service charge shall be made to a Noteholder for any registration of transfer
or exchange of Notes, but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Notes, other than exchanges
pursuant to Section 2.3 or Section 9.6 not involving any
transfer.


          The
preceding provisions of this Section notwithstanding, the Issuer shall not be
required to make and the Note Registrar need not register transfers or
exchanges of any Notes selected for redemption or of any Note for a period of
15 days preceding the due date for any payment with respect to such Note.


          Each
Class A Noteholder, by its acceptance of a Class A Note (and each Note Owner,
by its acceptance of a beneficial interest in a Class A Note) will be deemed to
have represented that (x) it is not, and is not acquiring a Class A Note on
behalf of, or with “plan assets” (as determined under Department of Labor
Regulation §2510.3-101 (as modified by Section 3(42) of ERISA) or otherwise)
of, a Benefit Plan, or any governmental plan, non-U.S. plan, church plan or
retirement arrangement that is subject to a law that is similar to Section 406
of ERISA or Section 4975 of the Code (“Similar Law”), or (y) in the case
of the Class A-2, Class A-3 and Class A-4 Notes (or in the case of the Class
A-1 Notes only if an opinion of counsel, which counsel and opinion shall be
acceptable to the Administrator and the Indenture Trustee, has been or is
delivered to the Administrator and Indenture Trustee that such Notes will
constitute debt for United States federal income tax purposes) its acquisition
and holding of such Class A Note satisfy the requirements for relief under
Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE
91-38, PTCE 95-60, PTCE 96-23, the service provider exemption provided under
Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code or a similar
exemption, or, in the case of an employee benefit plan subject to Similar Law,
do not result in a non-exempt violation of any Similar Law.


          A
transfer of Class A-1 Notes and Class B Notes is permitted only if immediately
after such transfer the aggregate number of partners of the Issuer would be
less than 95 treating the owners of Certificates, Class A-1 Notes and Class B
Notes as partners and the Issuer as a partnership under Section 7704 of
the Code for this purpose (and for this purpose excluding owners of Class A-1
Notes and Class B Notes which notes are the subject of an opinion of counsel
that such notes constitute debt for U.S. Federal income tax purposes). This
limitation does not apply to the extent an opinion of counsel is delivered to
the Issuer and the Indenture Trustee in connection with such transfer to the
effect that such transfer will not result in the


	
  

 	
  

 	
  

 
	
  

 	
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Issuer being
classified as a publicly traded partnership taxable as a corporation for U.S.
federal income tax purposes. 


          (a)
Each Class B Noteholder, by its acceptance of a Class B Note (and each Note
Owner by its acceptance of a beneficial interest in a Class B Note) will be
deemed to have represented that either: 


	
  

 	
  

 
	
  

 	
           (i)
 for the entire period during which such purchaser or transferee holds its
 interest in the Class B Notes, no portion of such purchaser’s or transferee’s
 assets constitutes assets of any Benefit Plan or any governmental plan,
 church plan or non-U.S. plan that is subject to any Similar Law; or 

 
	
  

 	
  

 
	
  

 	
           (ii)
 (1)(a) the assets used by such purchaser or transferee to acquire the Class B
 Notes (or any interest therein) constitute assets of an insurance company
 general account, (b) for the entire period during which such purchaser or
 transferee holds its interest in the Class B Notes, less than 25% of the
 assets of such insurance company general account will constitute “plan
 assets” of any Benefit Plan, (c) neither such purchaser or transferee nor any
 affiliate is a Controlling Person of the Issuer and (d) the acquisition and
 holding of the Class B Notes by such purchaser or transferee will satisfy the
 requirements of Section I of PTCE 95-60 and will not constitute a non-exempt
 prohibited transaction under Section 406 of ERISA or Section 4975 of the Code
 or (2) if such purchaser or transferee is a governmental plan, church plan or
 non-U.S. plan that is subject to any Similar Law, the acquisition and holding
 of the Class B Notes by such purchaser or transferee will not constitute a
 non-exempt violation of any applicable Similar Law. 

 



          (b)
Each Class A-1 Noteholder or Class B Noteholder, by its acceptance of a Class
A-1 Note or Class B Note (and each Note Owner by its acceptance of a beneficial
interest in a Class A-1 Note or a Class B Note) will be deemed to represent
that it is, and each account (if any) for which it is purchasing Class A-1
Notes or Class B Notes is, a Person who is for U.S. federal income tax purposes
(or who is disregarded as an entity separate from a Person who is for U.S.
federal income tax purposes) (A) a citizen or resident of the United States,
(B) a corporation organized in or under the laws of the United States, any
state thereof or the District of Columbia, (C) an estate the income of which is
includible gross income for United States tax purposes, regardless of its
source or (D) a trust with respect to which a U.S. court is able to exercise
primary supervision over the administration of such trust and one or more
Persons meeting the conditions of clause (A), (B), (C) or (D)
of this paragraph has the authority to control all substantial decisions of the
trust. The limitations in this paragraph will not apply to the extent an
applicable opinion of counsel, which counsel and opinion shall be acceptable to
the Administrator and the Indenture Trustee, has been or is delivered to the
Administrator and the Indenture Trustee that such Notes will constitute debt
for United States federal income tax purposes. 


          (c)
Each Class A-1 Noteholder and Class B Noteholder, by its acceptance of a Class
A-1 Note or Class B Note (and each Note Owner by its acceptance of a beneficial
interest in a Class A-1 Note or Class B Note) will be deemed to have
represented that it understands that any purported transfer of any Class A-1
Note or Class B Note (or any interest therein), as applicable, to any Person
who does not meet the conditions of paragraphs (a) and (b) above,
as applicable, 


	
  

 	
  

 	
  

 
	
  

 	
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shall be, to
the fullest extent permitted by law, void ab
initio, and the purported transferee in such transfer shall not be
recognized by the Issuer, the Indenture Trustee or any other Person as a Class
A-1 Noteholder or Class B Noteholder, as applicable, for any purpose. 


          (d)
Neither the Class A-1 Notes nor the Class B Notes have been registered under
the Securities Act or any state securities law. None of the Issuer, the Note
Registrar or the Indenture Trustee is obligated to register the Class A-1 Notes
or the Class B Notes under the Securities Act or any other securities or “blue
sky” laws or to take any other action not otherwise required under this
Indenture to permit the transfer of any Class A-1 Note or Class B Note without
registration. 


          (e)
Until such time as any such Class of Notes has been registered under the
Securities Act and any applicable state securities law, the Class A-1 Notes and
the Class B Notes may not be sold, transferred, assigned, participated,
pledged, or otherwise disposed of (any such act, a “Class A-1 Note Transfer,”
and a “Class B Note Transfer”, respectively) to any Person except in
accordance with the provisions of this Section 2.4, and any attempted
Class A-1 Note Transfer or Class B Note Transfer in violation of this Section
2.4 will be null and void (each a “Void Class A-1 Note Transfer,”
and a “Void Class B Note Transfer”, respectively). 


          (f)
Each Class A-1 Note and Class B Note will bear a legend to the effect of the
following unless determined otherwise by the Administrator (as certified to the
Indenture Trustee in an Officer’s Certificate) consistent with applicable law: 


	
  

 	
  

 	
  

 
	
  

 	
 THIS NOTE
 HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
 AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE
 SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER OF THIS NOTE, BY
 PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE ISSUER AND THE DEPOSITOR
 THAT THIS NOTE MAY BE SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR
 OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
 APPLICABLE LAWS, AND ONLY (I) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
 (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
 QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE l44A (A “QIB”),
 PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER
 HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER
 TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (II) TO THE DEPOSITOR OR
 ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
 LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. IF AT ANY
 TIME THE ISSUER DETERMINES OR IS NOTIFIED THAT ANY PURPORTED TRANSFER WAS IN
 BREACH OF THE FOREGOING RESTRICTIONS, THE ISSUER MAY CONSIDER SUCH TRANSFER
 VOID AB INITIO AND REQUIRE THAT THIS NOTE (OR ANY INTEREST THEREIN) BE
 TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER. 

 	
  

 






	
  

 	
  

 	
  

 
	
  

 	
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          (g)
By acceptance of any Class A-1 Note or Class B Note, each Class A-1 Noteholder
and Class B Noteholder, respectively, specifically (I) agrees with and
represents to the Depositor, the Issuer and the Note Registrar that any Class
A-1 Note Transfer or Class B Note Transfer, as applicable, will be made only in
compliance with the Securities Act and other applicable laws, and only (i)
pursuant to Rule 144A under the Securities Act (“Rule 144A”) to a Person that
the such Class A-1 Noteholder or Class B Noteholder, as applicable, reasonably
believes is a Qualified Institutional Buyer, within the meaning of Rule l44A (a
“QIB”), purchasing for its own account or for the account of a QIB, whom such
Class A-1 Noteholder or Class B Noteholder, as applicable, has informed, in
each case, that the reoffer, resale, pledge, or other transfer is being made in
reliance on Rule 144A, (ii) to the Depositor or its Affiliates, in each case in
accordance with all applicable securities laws of the United States and any
other applicable jurisdiction or (iii) if the registration requirements of the
Securities Act and any applicable state securities laws have been complied
with; and (II) acknowledges and agrees that, if at any time the Issuer
determines or is notified that any purported Class A-1 Note Transfer or Class B
Note Transfer, as applicable, was in breach of the foregoing restrictions, the
Issuer and the Indenture Trustee may consider such Class A-1 Note Transfer or
Class B Note Transfer, as applicable, void ab
initio and the Issuer may require that the applicable Class A-1 Note
or Class B Note (or any interest therein) be transferred to a Person designated
by the Issuer. 


          (h)
The Depositor will make available to the prospective transferor and transferee
of a Class A-1 Note or a Class B Note information requested to satisfy the
requirements of paragraph (d)(4) of Rule 144A (the “Rule 144A Information”).



          The
Indenture Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Note other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Indenture, and to examine the same to
determine substantial compliance on their face as to form with the express
requirements hereof. 


          SECTION
2.5 Mutilated, Destroyed, Lost or Stolen
Notes. If (i) any mutilated Note is surrendered to the Indenture
Trustee, or the Indenture Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, and (ii) there is delivered to the
Indenture Trustee such security or indemnity as may be required by it to hold
the Issuer and the Indenture Trustee harmless, then, in the absence of written
notice to the Issuer, the Note Registrar and a Responsible Officer of the
Indenture Trustee that such Note has been acquired by a “protected purchaser” (as
contemplated by Article 8 of the UCC), and provided,
that the requirements of Section 8-405 of the UCC are met, the Issuer shall
execute and upon its written request the Indenture Trustee shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Note, a replacement Note; provided,
that if any such destroyed, lost or stolen Note, but not a mutilated Note,
shall have become or within seven days shall be due and payable, or shall have
been called for redemption, instead of issuing a replacement Note, the Issuer
may upon delivery of the security or indemnity herein required pay such
destroyed, lost or stolen Note when so due or payable or upon the Redemption
Date without surrender thereof. If, after the delivery of such replacement Note
or payment of a destroyed, lost or stolen Note pursuant to the proviso to the
preceding sentence, a “protected purchaser” (as 


	
  

 	
  

 	
  

 
	
  

 	
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contemplated
by Article 8 of the UCC) of the original Note in lieu of which such replacement
Note was issued presents for payment such original Note, the Issuer and the
Indenture Trustee shall be entitled to recover such replacement Note (or such
payment) from the Person to whom it was delivered or any Person taking such
replacement Note from such Person to whom such replacement Note was delivered
or any assignee of such Person, except a “protected purchaser” (as contemplated
by Article 8 of the UCC), and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer or the Indenture Trustee in connection therewith. 


          Upon
the issuance of any replacement Note under this Section 2.5, the Issuer
or the Indenture Trustee may require the payment by the Noteholder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other reasonable expenses (including the fees and
expenses of the Indenture Trustee or the Note Registrar) connected therewith. 


          Every
replacement Note issued pursuant to this Section 2.5 in replacement of
any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, and shall be entitled to all
the benefits of this Indenture equally and proportionately with any and all
other Notes duly issued hereunder. 


          The
provisions of this Section 2.5 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes. 


          SECTION
2.6 Persons Deemed Owners. Prior
to due presentment for registration of transfer of any Note, the Issuer, the
Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat
the Person in whose name any Note is registered (as of the day of
determination) as the owner of such Note for the purpose of receiving payments
of principal of and interest, if any, on such Note and for all other purposes
whatsoever, whether or not such Note be overdue, and neither the Issuer, the
Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be
affected by notice to the contrary. 


          SECTION
2.7 Payment of Principal and Interest;
Defaulted Interest. (a) Each Note shall accrue interest at its
respective Interest Rate, and such interest shall be payable on each Payment
Date as specified therein, subject to Sections 3.1 and 8.2. Any
installment of interest or principal, if any, payable on any Note which is
punctually paid or duly provided for by the Issuer on the applicable Payment
Date shall be paid to the Person in whose name such Note (or one or more
Predecessor Notes) is registered on the Record Date. On each Payment Date,
distributions to be made with respect to interest on and principal of the
Book-Entry Notes will be paid to the registered Noteholder by wire transfer in
immediately available funds to the account designated by the nominee of the
Clearing Agency (initially, such nominee will be Cede & Co.). Distributions
to be made with respect to interest on and principal of the Definitive Notes
will be paid to the Registered Noteholder (i) if such Noteholder has provided
to the Note Register appropriate written instructions at least five (5)
Business Days prior to such Payment Date, by wire transfer in immediately
available funds to the account of such Noteholder or otherwise (ii) by check
mailed first class mail, postage prepaid, to such registered Noteholder’s
address as it appears on the Note Register on the related Record Date. However,
the final installment of 



	
  

 	
  

 	
  

 
	
  

 	
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principal
(whether payable by wire transfer or check) of each Note on a Payment Date, the
Redemption Date or the applicable Final Scheduled Payment Date will be payable
as provided below. The funds represented by any such checks returned
undelivered shall be held in accordance with Section 3.3. 


          (b)
The principal of each Note shall be payable in installments on each Payment
Date as provided in Section 8.2. Notwithstanding the foregoing, the
entire unpaid Note Balance and all accrued interest thereon shall be due and
payable, if not previously paid, on the earlier of (i) the date on which an
Event of Default shall have occurred and be continuing, if the Indenture
Trustee or the Holders of a majority of the Note Balance of the Controlling
Class, have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2 and (ii) with respect to any Class of Notes, on
the Final Scheduled Payment Date for that Class. All principal payments on each
Class of Notes shall be made pro rata to the Noteholders of such Class entitled
thereto. The Indenture Trustee shall notify the Person in whose name a Note is
registered at the close of business on the Record Date preceding the Payment
Date on which Indenture Trustee expects that the final installment of principal
of and interest on such Note will be paid. Such notice shall be transmitted
prior to such final Payment Date and shall specify that such final installment
will be payable only upon presentation and surrender of such Note and shall
specify the place where such Note may be presented and surrendered for payment
of such installment. Notices in connection with redemptions of Notes shall be
mailed to Noteholders as provided in Section 10.2. 


          (c)
If the Issuer defaults on a payment of interest on any Class of Notes, the
Issuer shall pay defaulted interest (plus interest on such defaulted interest
to the extent lawful at the applicable Interest Rate for such Class of Notes), which
shall be due and payable on the Payment Date following such default. The Issuer
shall pay such defaulted interest to the Persons who are Noteholders on the
Record Date for such following Payment Date. 


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


          SECTION
2.9 Release of Collateral.
Subject to Section 11.1, the Indenture Trustee shall release property
from the lien of this Indenture only upon receipt of an Issuer Request
accompanied by an Officer’s Certificate, an Opinion of Counsel and Independent
Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion
of Counsel in lieu of such Independent Certificates to the effect that the TIA
does not require any such Independent Certificates. If the Commission shall
issue an exemptive order under TIA Section 304(d) 



	
  

 	
  

 	
  

 
	
  

 	
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modifying the
Issuer’s obligations under TIA Sections 314(c) and 314(d)(1), subject to Section
11.1 and the terms of the Transaction Documents, the Indenture Trustee
shall release property from the lien of this Indenture in accordance with the
conditions and procedures set forth in such exemptive order. 


          SECTION
2.10 Book-Entry Notes. The Notes,
upon original issuance, will be issued in the form of typewritten notes
representing the Book-Entry Notes, to be delivered to the Indenture Trustee, as
agent for DTC, the initial Clearing Agency, by, or on behalf of, the Issuer.
One fully registered Note shall be issued with respect to each $500 million in
principal amount of each Class of Notes and any such lesser amount. Such Notes
shall initially be registered on the Note Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no Note Owner shall
receive a Definitive Note representing such Note Owner’s interest in such Note,
except as provided in Section 2.12. Unless and until definitive, fully
registered Notes (the “Definitive Notes”) have been issued to Note
Owners pursuant to Section 2.12: 


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


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


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


          (d)
the rights of Note Owners shall be exercised only through the Clearing Agency
and shall be limited to those established by law and agreements between or
among such Note Owners and the Clearing Agency and/or the Clearing Agency Participants
or Persons acting through Clearing Agency Participants. Pursuant to the Note
Depository Agreement, unless and until Definitive Notes are issued pursuant to Section
2.12, the initial Clearing Agency will make book-entry transfers among the
Clearing Agency Participants and receive and transmit payments of principal of
and interest on the Notes to such Clearing Agency Participants (and neither the
Indenture Trustee nor the Note Registrar shall have liability or responsibility
thereof); and 


          (e)
whenever this Indenture requires or permits actions to be taken based upon
instructions or directions of Noteholders evidencing a specified percentage of
the Outstanding Note Balance, the Clearing Agency shall be deemed to represent
such percentage only to the extent that it has received instructions to such
effect from Note Owners and/or Clearing Agency Participants or Persons acting
through Clearing Agency Participants owning or representing, respectively, such
required percentage of the beneficial interest in the Notes and has delivered
such instructions to the Indenture Trustee. 


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



	
  

 	
  

 	
  

 
	
  

 	
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          SECTION
2.12 Definitive Notes. If (a) the
Administrator advises the Indenture Trustee in writing that the Clearing Agency
is no longer willing or able to properly discharge its responsibilities with
respect to the Notes, and the Administrator or the Indenture Trustee is unable
to locate a qualified successor, (b) the Administrator at its option advises
the Indenture Trustee in writing that it elects to terminate the book-entry
system through the Clearing Agency or (c) after the occurrence of an Event of
Default, Note Owners representing beneficial interests aggregating at least a
majority of the Outstanding Note Balance, voting together as a single Class,
advise the Indenture Trustee through the Clearing Agency or its successor in
writing that the continuation of a book-entry system through the Clearing
Agency or its successor is no longer in the best interests of the Note Owners,
then the Indenture Trustee shall notify the Clearing Agency, who shall notify
each Clearing Agency Participant, who shall notify the Note Owners associated
with it of the occurrence of any such event and of the availability of
Definitive Notes to Note Owners requesting the same. Upon surrender to the
Indenture Trustee of the typewritten Note or Notes representing the Book-Entry
Notes by the Clearing Agency, accompanied by registration instructions, the
Issuer shall execute and the Indenture Trustee shall authenticate the
Definitive Notes in accordance with the instructions of the Clearing Agency.
None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable
for any delay in delivery of such instructions and may conclusively rely on,
and shall be protected in relying on, such instructions. Upon the issuance of
Definitive Notes, the Indenture Trustee shall recognize the Holders of the
Definitive Notes as Noteholders. 


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


          SECTION
2.13 Authenticating Agents. (a)
Upon the request of the Issuer, the Indenture Trustee shall, and if the
Indenture Trustee so chooses the Indenture Trustee may, appoint one or more
Persons (each, an “Authenticating Agent”) with power to act on its
behalf and subject to its direction in the authentication of Notes in
connection with issuance, transfers and exchanges under Sections 2.2, 2.3, 2.4, 2.5 and 9.6, as fully to all intents and purposes as though each such
Authenticating Agent had been expressly authorized by those Sections to
authenticate such Notes. For all purposes of this Indenture, the authentication
of Notes by an Authenticating Agent pursuant to this Section shall be deemed to
be the authentication of Notes “by the Indenture Trustee.” The Indenture
Trustee shall be the Authenticating Agent in the absence of any appointment
thereof. 


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


          (c)
Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Indenture Trustee and the Issuer. The Indenture Trustee may
at any time terminate the agency of any Authenticating Agent by giving written
notice of termination to such 



	
  

 	
  

 	
  

 
	
  

 	
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Authenticating
Agent and the Issuer. Upon receiving such notice of resignation or upon such
termination, the Indenture Trustee may appoint a successor Authenticating Agent
and shall give written notice of any such appointment to the Issuer. 


          (d)
The provisions of Section 6.4
shall be applicable to any Authenticating Agent. 


          SECTION
2.14 Tax Treatment. The Issuer
has entered into this Indenture, and the Notes shall be issued, with the
intention that, solely for federal, state and local income, franchise and/or
value added tax purposes, the Notes shall qualify as indebtedness secured by
the Collateral (except Notes when owned by the same person which concurrently
owns all of the Certificates). The Issuer, by entering into this Indenture, and
each Noteholder, by its acceptance of a Note (and each Note Owner by its
acceptance of an interest in the applicable Book-Entry Note, if applicable),
agree to treat such Notes for federal, state and local income, franchise and/or
value added tax purposes as indebtedness (except Notes when owned by the same
person which concurrently owns all of the Certificates or a person whom is
considered the same person as such owner for U.S. federal tax purposes). For each
taxable year of the Issuer, pursuant to Sections 7704(c) and 7704(d) of the
Code, the principal activity of the Issuer will consist of purchasing and
holding debt receivables (which are capital assets to the Issuer) and issuing
and paying notes, and at least 90% of the Issuer’s gross income for each
taxable year of the Issuer will constitute “qualifying income” under such Code
provisions in the form of interest and gains from such receivables and other
qualifying income. 


ARTICLE III COVENANTS


          SECTION
3.1 Payment of Principal and Interest.
The Issuer will duly and punctually pay the principal of and interest on the
Notes in accordance with the terms of the Notes and this Indenture. Without
limiting the foregoing and subject to Section 8.2, on each Payment Date
the Issuer shall cause to be paid all amounts on deposit in the Collection
Account which represent Available Funds for such Payment Date and the Reserve
Account Draw Amount for such Payment Date received by the Servicer during the
preceding Collection Period. Amounts properly withheld under the Code by any
Person from a payment to any Noteholder of interest and/or principal shall be
considered to have been paid by the Issuer to such Noteholder for all purposes
of this Indenture. Interest accrued on the Notes shall be due and payable on
each Payment Date. The final interest payment on each Class of Notes is due on
the earlier of (a) the Payment Date (including any Redemption Date) on which
the principal amount of that Class of Notes is reduced to zero or (b) the
applicable Final Scheduled Payment Date for that Class of Notes. 


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



	
  

 	
  

 	
  

 
	
  

 	
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the Corporate
Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent
to receive all such surrenders, notices and demands. 


          SECTION
3.3 Money for Payments To Be Held in Trust.
(a) As provided in Sections 8.2 and 5.4, all payments of amounts
due and payable with respect to any Notes that are to be made from amounts
withdrawn from the Trust Accounts shall be made on behalf of the Issuer by the
Indenture Trustee or by another Paying Agent, and no amounts so withdrawn
therefrom for payments on the Notes shall be paid over to the Issuer except as
provided in this Section 3.3 and Section 4.4 of the Sale and Servicing
Agreement. 


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


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



          (d)
The Issuer may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, by Issuer Order direct
any Paying Agent to


	
  

 	
  

 	
  

 
	
  

 	
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pay to the Indenture Trustee all sums held in trust by such
Paying Agent, such sums to be held by the Indenture
Trustee upon the same trusts as those upon which such sums were held by such
Paying Agent; and upon such a payment by any Paying Agent to the Indenture
Trustee, such Paying Agent shall be released from all further liability with
respect to such money. 


          (e)
Subject to applicable laws with respect to the escheat of funds, any money held
by the Indenture Trustee or any Paying Agent in trust for the payment of any
amount due with respect to any Note and remaining unclaimed for two years after
such amount has become due and payable shall be discharged from such trust and
distributed by the Indenture Trustee to the Issuer upon receipt of an Issuer
Request and the Holder of such Note shall thereafter, as an unsecured general
creditor, look only to the Issuer for payment thereof and all liability of the
Indenture Trustee or such Paying Agent with respect to such trust money shall
thereupon cease; provided, however, that the Indenture Trustee or
such Paying Agent, before being required to make any such payment, shall at the
reasonable expense and direction of the Issuer cause to be published once, in
an Authorized Newspaper, notice that such money remains unclaimed and that,
after a date specified therein, which date shall not be less than 30 days from
the date of such publication, any unclaimed balance of such money then
remaining shall be distributed to the Issuer. The Indenture Trustee may also
adopt and employ, at the written direction of and at the expense of the Issuer,
any other reasonable means of notification of such repayment (including, but
not limited to, mailing notice of such repayment to Holders whose Notes have
been called but have not been surrendered for redemption or whose right to or
interest in monies due and payable but not claimed is determinable from the
records of the Indenture Trustee or of any Paying Agent, at the last address of
record for each such Noteholder). 


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



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


          (a)
Grant more effectively all or any portion of the Collateral; 


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


	
  

 	
  

 	
  

 
	
  

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


          (d)
enforce any of the Collateral; or 


          (e)
preserve and defend title to the Collateral and the rights of the Indenture
Trustee and the Noteholders in the Collateral against the claims of all
Persons. 


          The
Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact
and hereby authorizes the Indenture Trustee to file all financing statements,
continuation statements or other instruments required to be executed (if any)
pursuant to this Section 3.5; provided,
however, the Indenture Trustee shall have no duty and shall not be
responsible for filing any financing or continuation statements or recording
any documents or instruments in any public office at any time or times or
otherwise perfecting or maintaining the perfection of any security interest.
Notwithstanding any statement to the contrary contained herein or in any other
Transaction Document, the Issuer shall not be required to notify any insurer
with respect to any Insurance Policy or about any aspect of the transactions
contemplated by the Transaction Documents.


          SECTION
3.6 Opinions as to Collateral.
(a) On the Closing Date, the Issuer shall furnish or cause to be furnished to
the Indenture Trustee an Opinion of Counsel to the effect that, in the opinion
of such counsel, either (i) such action has been taken with respect to the
recording and filing of this Indenture, any indentures supplemental hereto and
any other requisite documents, and with respect to the filing of any financing
statements and continuation statements as are necessary to perfect and make
effective the first priority lien and security interest of this Indenture, and
reciting the details of such action, or (ii) no such action is necessary to
make such lien and security interest effective. 


          (b)
On or before April 30th of each calendar year, beginning with April
30, 2011, the Issuer shall furnish to the Indenture Trustee an Opinion of
Counsel to the effect that, in the opinion of such counsel, either (i) such
action has been taken with respect to the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents, and with respect to the filing of any financing statements
and continuation statements as are necessary to maintain the lien and security
interest created by this Indenture, and reciting the details of such actions or
referring to prior Opinions of Counsel in which such details are given or (ii)
no such action is necessary to maintain such lien and security interest. Such
Opinion of Counsel shall also describe the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and the filing of any financing statements and continuation
statements that will, in the opinion of such counsel, be required to maintain
the lien and security interest of this Indenture until April 30 in the following
calendar year. 


          SECTION
3.7 Performance of Obligations; Servicing of
Receivables. (a) The Issuer shall not take any action and shall use
its reasonable efforts not to permit any action to be taken by others,
including the Administrator, that would release any Person from any of such
Person’s material covenants or obligations under any instrument or agreement
included in the Collateral or that would result in the amendment,
hypothecation, subordination, termination or discharge of, 




	
  

 	
  

 	
  

 
	
  

 	
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or impair the
validity or effectiveness of, any such instrument or agreement, except as
ordered by any bankruptcy or other court or as expressly provided in this
Indenture, the Transaction Documents or such other instrument or agreement. 


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


          (c)
The Issuer shall, and shall cause the Administrator and the Servicer to,
punctually perform and observe all of its respective obligations and agreements
contained in this Indenture, the other Transaction Documents and the
instruments and agreements included in the Collateral, including but not
limited to preparing (or causing to prepared) and filing (or causing to be
filed) all UCC financing statements and continuation statements required to be
filed by the terms of this Indenture and the other Transaction Documents in
accordance with and within the time periods provided for herein and therein.
Except as otherwise expressly provided therein, the Issuer shall not waive,
amend, modify, supplement or terminate any Transaction Document or any
provision thereof other than in accordance with the amendment provisions set
forth in such Transaction Document. 


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


          (a)
engage in any activities other than financing, acquiring, owning, pledging and
managing the Receivables and the other Collateral as contemplated by this
Indenture and the other Transaction Documents; 


          (b)
except as expressly permitted by this Indenture or in the other Transaction
Documents, sell, transfer, exchange or otherwise dispose of any of the
properties or assets of the Issuer; 


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


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


          (e)
(i) permit the validity or effectiveness of this Indenture to be impaired, or
permit the lien of this Indenture to be amended, hypothecated, subordinated,
terminated or discharged, or permit any Person to be released from any
covenants or obligations with respect to the Notes under this Indenture except
as may be expressly permitted hereby, (ii) permit any Lien (other than
Permitted Liens) to be created on or extend to or otherwise arise upon or
burden the assets of the Issuer or any part thereof or any interest therein or
the proceeds thereof or (iii) permit the lien of this Indenture not to
constitute a valid first priority (other than with respect to any Permitted
Lien) security interest in the Collateral; 



	
  

 	
  

 	
  

 
	
  

 	
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          (f)
incur, assume or guarantee any indebtedness other than indebtedness incurred in
accordance with the Transaction Documents; or 


          (g)
merge or consolidate with, or transfer substantially all of its assets to, any
other Person. 


          SECTION
3.9 Annual Compliance Statement. 


          (a)
The Issuer shall deliver to the Indenture Trustee on or before April 30th
of each calendar year beginning with April 30, 2011, an Officer’s Certificate
stating, as to the Authorized Officer signing such Officer’s Certificate, that:



	
  

 	
  

 
	
  

 	
           (i)
 a review of the activities of the Issuer during such year (or since the
 Closing Date, in the case of the first such Officer’s Certificate) and of its
 performance under this Indenture has been made under such Authorized
 Officer’s supervision; and 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
  (b)
 The Issuer shall: 

 
	
  

 	
  

 
	
  

 	
           (i)
 deliver to the Indenture Trustee, within 15 days after the Issuer is required
 (if at all) to file the same with the Commission, copies of the annual
 reports and such other information, documents and reports (or copies of such
 portions of any of the foregoing as the Commission may from time to time by
 rules and regulations prescribe) as the Issuer may be required to file with
 the Commission pursuant to Section 13 or 15(d) of the Exchange Act or such
 other reports required pursuant to TIA Section 314(a)(1); 

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (iii)
 supply to the Indenture Trustee (and if required by TIA Section 313(c) the
 Indenture Trustee shall transmit by mail to all Noteholders) such summaries
 of any information, documents and reports required to be filed by the Issuer
 pursuant to clauses (i) and (ii) of this Section 3.9(b)
 as may be required pursuant to rules and regulations prescribed from time to
 time by the Commission. 

 



          (c)
Delivery of such reports, information and documents to the Indenture Trustee is
for informational purposes only and the Indenture Trustee’s receipt of such
shall not constitute constructive notice of any information contained therein
or determinable from information contained therein, including the Issuer’s
compliance with any of its covenants hereunder (as to which the Indenture
Trustee is entitled to rely exclusively on Officer’s Certificates). 



	
  

 	
  

 	
  

 
	
  

 	
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          (d)
Unless the Issuer otherwise determines, the fiscal year of the Issuer shall be
the same as the fiscal year of the Servicer. 


          SECTION
3.10 Restrictions on Certain Other
Activities. The Issuer shall not: (i) engage in any activities other
than financing, acquiring, owning, pledging and managing the Trust Estate and
the other Collateral in the manner contemplated by the Transaction Documents;
(ii) issue, incur, assume, guarantee or otherwise become liable, directly or
indirectly, for any indebtedness other than the Notes; (iii) make any loan,
advance or credit to, guarantee (directly or indirectly or by an instrument
having the effect of assuring another’s payment or performance on any
obligation or capability of so doing or otherwise), endorse or otherwise become
contingently liable, directly or indirectly, in connection with the
obligations, stocks or dividends of, own, purchase, repurchase or acquire (or
agree contingently to do so) any stock, obligations, assets or securities of,
or any other interest in, or make any capital contribution to, any other
Person; or (iv) make any expenditure (by long-term or operating lease or
otherwise) for capital assets (either realty or personalty). 


          SECTION
3.11 Restricted Payments. The
Issuer shall not, directly or indirectly, (a) pay any dividend or make any
distribution (by reduction of capital or otherwise), whether in cash, property,
securities or a combination thereof, to the Owner Trustee or any owner of a
beneficial interest in the Issuer or otherwise with respect to any ownership or
equity interest or security in or of the Issuer or to the Servicer or the
Administrator, (b) redeem, purchase, retire or otherwise acquire for value any
such ownership or equity interest or security or (c) set aside or otherwise
segregate any amounts for any such purpose; provided,
that the Issuer may cause to be made distributions to the Servicer, the
Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders and
the Certificateholders as permitted by, and to the extent funds are available
for such purpose under, this Indenture, the Sale and Servicing Agreement, the
Administration Agreement or the Trust Agreement. Other than as set forth in the
preceding sentence, the Issuer will not, directly or indirectly, make
distributions from the Trust Accounts. 


          SECTION
3.12 Notice of Events of Default.
The Issuer shall promptly deliver to the Indenture Trustee and each Rating
Agency written notice in the form of an Officer’s Certificate of any event
which with the giving of notice, the lapse of time or both would become an
Event of Default, its status and what action the Issuer is taking or proposes
to take with respect thereto. 


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


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


          SECTION
3.15 Perfection Representations, Warranties
and Covenants. The perfection representations, warranties and
covenants attached hereto as Schedule I shall be deemed to be part of
this Indenture for all purposes. 


	
  

 	
  

 	
  

 
	
  

 	
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ARTICLE IV SATISFACTION AND DISCHARGE


          SECTION
4.1 Satisfaction and Discharge of Indenture.
This Indenture shall cease to be of further effect with respect to the Notes
except as to (a) rights of registration of transfer and exchange, (b) substitution
of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to
receive payments of principal thereof and interest thereon, (d) Sections 3.3,
3.4, 3.5, 3.8, 3.10 and 3.11, (e) the rights
and immunities of the Indenture Trustee hereunder and (f) the rights of
Noteholders as beneficiaries hereof with respect to the property so deposited
with the Indenture Trustee payable to all or any of them, and the Indenture
Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, when: 


          (a)
all Notes theretofore authenticated and delivered (other than (1) Notes that
have been destroyed, lost or stolen and that have been replaced or paid as
provided in Section 2.5 and (2) Notes for which payment money has
theretofore been deposited in trust or segregated and held in trust by the
Issuer and thereafter repaid to the Issuer or discharged from such trust, as
provided in Section 3.3) have been delivered to the Indenture Trustee
for cancellation; 


          (b)
the Issuer has paid or caused to be paid all other sums payable hereunder by
the Issuer; and 


          (c)
the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an
Opinion of Counsel and (if required by the TIA or the Indenture Trustee), a
certificate from a firm of certified public accountants, each meeting the
applicable requirements of Section 11.1(a) and, subject to Section
11.2, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture have been complied
with (and, in the case of an Officer’s Certificate, stating that the Rating
Agency Condition has been satisfied (provided,
that such Officer’s Certificate need not state that the Rating Agency Condition
has been satisfied if all amounts owing on each Class of Notes have been paid
or will be paid in full on the date of delivery of such Officer’s
Certificate)). 


          SECTION
4.2 Application of Trust Money.
All monies deposited with the Indenture Trustee pursuant to Section 4.1
shall be held in trust and applied by it, in accordance with the provisions of
the Notes, this Indenture and Article IV of the Sale and Servicing
Agreement. Such monies need not be segregated from other funds except to the
extent required herein, in the Sale and Servicing Agreement or by law. 


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



ARTICLE V REMEDIES


          SECTION
5.1 Events of Default. The
occurrence and continuation of any one of the following events (whatever the
reason for such Event of Default and whether it shall be 


	
  

 	
  

 	
  

 
	
  

 	
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 Indenture (USAA 2010-1)

 










voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body) shall constitute a default under this
Indenture (each, an “Event of Default”):


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (b)
 default in the payment of principal of any Note at the related Final
 Scheduled Payment Date or the Redemption Date;

 
	
  

 	
  

 
	
  

 	
           (c)
 any failure by the Issuer to duly observe or perform in any material respect
 any of its material covenants or agreements made in this Indenture (other
 than a covenant or agreement, a default in the observance or performance of
 which is elsewhere in this Section specifically dealt with), which failure
 materially and adversely affects the interests of the Noteholders, and such
 failure shall continue unremedied for a period of 60 days after there shall
 have been given, by registered or certified mail, to the Issuer by the
 Indenture Trustee or by Noteholders evidencing at least a majority of the
 Outstanding Note Balance, a written notice specifying such failure and
 requiring it to be remedied and stating that such notice is a “Notice of
 Default” hereunder;

 
	
  

 	
  

 
	
  

 	
           (d)
 any representation or warranty of the Issuer made in this Indenture proves to
 have been incorrect in any material respect when made, which failure
 materially and adversely affects the interests of the Noteholders, and which
 failure continues unremedied for 60 days after there shall have been given,
 by registered or certified mail, to the Issuer by the Indenture Trustee or by
 Noteholders evidencing at least a majority of the Outstanding Note Balance, a
 written notice specifying such failure and requiring it to be remedied and
 stating that such notice is a “Notice of Default” hereunder; or

 
	
  

 	
  

 
	
  

 	
           (e)
 an Insolvency Event with respect to the Issuer;

 



provided, however,
that a delay in or failure of performance referred to under clauses (a), (b), (c) or (d) above for a period of 90 days
will not constitute an Event of Default if that delay or failure was caused by
force majeure or other similar occurrence as certified by the Issuer in an
Officer’s Certificate of the Issuer delivered to the Indenture Trustee.


          The
Issuer shall deliver to the Indenture Trustee, within five (5) days of the
occurrence thereof, written notice in the form of an Officer’s Certificate of
any event which with the giving of notice and the lapse of time would become an
Event of Default, its status and what action the Issuer is taking or proposes
to take with respect thereto.


          SECTION
5.2 Acceleration
of Maturity; Waiver of Event of Default. (a) Except as set forth in
the last sentence of this Section 5.2(a), if an Event of Default should
occur and be continuing, then and in every such case the Indenture Trustee may,
or if directed by the Noteholders representing not less than a majority of the
Note Balance of the Controlling Class shall, or the Noteholders of at least a
majority of the Note Balance of the Controlling Class may


	
  

 	
  

 	
  

 
	
  

 	
 21

 	
 Indenture (USAA 2010-1)

 








declare all
the Notes to be immediately due and payable, by a notice in writing to the
Issuer (and to the Indenture Trustee if given by Noteholders), and upon any
such declaration the unpaid Note Balance of such Notes, together with accrued
and unpaid interest thereon through the date of acceleration, shall become
immediately due and payable. If an Event of Default specified in Section
5.1(e) occurs, all unpaid principal, together with all accrued and unpaid
interest thereon, of all Notes, and all other amounts payable hereunder, shall
automatically become due and payable without any declaration or other act on
the part of the Indenture Trustee or any Noteholder.


          (b)
At any time after such declaration of acceleration of maturity has been made
and before a judgment or decree for payment of the money due has been obtained
by the Indenture Trustee as hereinafter provided for in this Article V, the Noteholders representing a majority
of the Note Balance of the Controlling Class, by written notice to the Issuer
and the Indenture Trustee, may rescind and annul such declaration and its
consequences if:


	
  

 	
  

 
	
  

 	
           (i)
 the Issuer has paid or deposited with the Indenture Trustee a sum sufficient
 to pay (A) all payments of principal of and interest on all Notes and all
 other amounts that would then be due hereunder or upon such Notes if the
 Event of Default giving rise to such acceleration had not occurred, and (B)
 all sums paid or advanced by the Indenture Trustee hereunder and the
 reasonable compensation, expenses, disbursements and advances of the Indenture
 Trustee and its agents and counsel; and

 
	
  

 	
  

 
	
  

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

 



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


          If
the Notes have been declared due and payable or have automatically become due
and payable following an Event of Default, the Indenture Trustee may institute
Proceedings to collect amounts due, exercise remedies as a secured party
(including foreclosure or sale of the Collateral) or elect to maintain the
Collateral and continue to apply the proceeds from the Collateral as if there
had been no declaration of acceleration. Any sale of the Collateral by the
Indenture Trustee will be subject to the terms and conditions of Section 5.4.


          SECTION
5.3 Collection
of Indebtedness and Suits for Enforcement by the Indenture Trustee.
(a) The Issuer covenants that if (i) default is made in the payment of any
interest on any Note of the Controlling Class when the same becomes due and
payable, and such default continues for a period of five Business Days or more,
or (ii) default is made in the payment of the principal of any Note at the
related Final Scheduled Payment Date or the Redemption Date, the Issuer will,
upon demand of the Indenture Trustee in writing as directed by a majority of
the Note Balance of the Controlling Class, pay to the Indenture Trustee, for
the benefit of the Holders of the Notes, the whole amount then due and payable
on such Notes for principal and interest, with interest upon the overdue
principal, and, to the extent payment at such rate of interest shall be legally
enforceable, upon overdue installments of interest, at the applicable Interest
Rate and in addition thereto
such further amount as shall be sufficient to cover the costs


	
  

 	
  

 	
  

 
	
  

 	
 22

 	
 Indenture (USAA 2010-1)

 








and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Indenture Trustee and its agents and counsel.


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


          (c)
If an Event of Default shall have occurred and is continuing, the Indenture
Trustee may, as more particularly provided in Section 5.4, in its
discretion, proceed to protect and enforce its rights and the rights of the
Noteholders, by such appropriate Proceedings as the Indenture Trustee shall
deem most effective to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid
of the exercise of any power granted herein, or to enforce any other proper
remedy or legal or equitable right vested in the Indenture Trustee by this
Indenture or by law.


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 






	
  

 	
  

 	
  

 
	
  

 	
 23

 	
 Indenture (USAA 2010-1)

 












	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



and any
trustee, receiver, liquidator, custodian or other similar official in any such
Proceeding is hereby authorized by each Noteholder to make payments to the
Indenture Trustee, and, in the event that the Indenture Trustee shall consent
to the making of payments directly to such Noteholders, to pay to the Indenture
Trustee such amounts as shall be sufficient to cover reasonable compensation to
the Indenture Trustee, each predecessor Indenture Trustee and their respective
agents, attorneys and counsel, and all other expenses and liabilities incurred,
and all advances and disbursements made, by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of negligence, bad faith or
willful misconduct, and any other amounts due the Indenture Trustee under Section
6.7.


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


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


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


          SECTION
5.4 Remedies;
Priorities. (a) If an Event of Default shall have occurred and be
continuing, the Indenture Trustee may, or at the direction of Noteholders
representing not less than a majority of the Note Balance of the Controlling
Class shall, do one or more of the following (subject to Sections 5.2
and 5.5):


	
  

 	
  

 
	
  

 	
           (i)
 institute Proceedings in its own name and as trustee of an express trust for
 the collection of all amounts then payable on the Notes or under this
 Indenture with respect

 






	
  

 	
  

 	
  

 
	
  

 	
 24

 	
 Indenture (USAA 2010-1)

 












	
  

 	
  

 
	
  

 	
 thereto,
 whether by declaration or otherwise, enforce any judgment obtained, and
 collect from the Issuer and any other obligor upon such Notes monies adjudged
 due;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (iv) subject
 to Section 5.17, after an acceleration of the maturity of the Notes
 pursuant to Section 5.2, sell the Collateral or any portion thereof or
 rights or interest therein, at one or more public or private sales called and
 conducted in any manner permitted by law;

 



provided, however,
that the Indenture Trustee may not sell or otherwise liquidate the Collateral
following an Event of Default unless (A) the Holders of 100% of the Note
Balance of the Controlling Class have consented to such liquidation, (B) the
proceeds of such sale or liquidation are sufficient to pay in full the
principal of and the accrued interest on the Outstanding Notes or (C) the
default relates to the failure to pay interest or principal when due (a “Payment
Default”) and the Indenture Trustee determines (but shall have no
obligation to make such determination) that the Collections on the Receivables
will not be sufficient on an ongoing basis to make all payments on the Notes as
they would have become due if the Notes had not been declared due and payable,
and the Indenture Trustee obtains the consent of the Holders of 66-2/3% of the
Note Balance of the Controlling Class. In determining such sufficiency or
insufficiency with respect to clauses
(B) and (C)
of the preceding sentence, the Indenture Trustee may, but need not, obtain and
rely upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Estate for such purpose. Notwithstanding anything
herein to the contrary, if the Event of Default does not relate to a Payment
Default or Insolvency Event with respect to the Issuer, the Indenture Trustee
may not sell or otherwise liquidate the Trust Estate unless the Holders of all
Outstanding Notes consent to such sale or the proceeds of such sale are
sufficient to pay in full the principal of and accrued interest on the
Outstanding Notes.


          (b)
Notwithstanding the provisions of Section 8.2 of this Indenture or Section 4.4 of the Sale and Servicing
Agreement, if the Indenture Trustee collects any money or property pursuant to
this Article V, it shall pay out such money or property (and other
amounts, including all amounts held on deposit in the Reserve Account) held as
Collateral for the benefit of the Noteholders (net of liquidation costs
associated with the sale of the Trust Estate) in the following order of
priority:


	
  

 	
  

 
	
  

 	
           (i)
 first, to the Indenture Trustee
 and the Owner Trustee, any accrued and unpaid fees, (including any unpaid
 Indenture Trustee or the Owner Trustee fees with respect to prior periods)
 and expenses and indemnity payments which have not previously been paid;

 






	
  

 	
  

 	
  

 
	
  

 	
 25

 	
 Indenture (USAA 2010-1)

 












	
  

 	
  

 
	
  

 	
           (ii)
 second,
 to the Servicer, the Servicing Fee and all unpaid Servicing Fees with respect
 to prior Collection Periods;

 
	
  

 	
  

 
	
  

 	
           (iii)
 third,
 pro rata, based on amounts due to the Class A Noteholders, for payment to
 each respective Class of Class A Noteholders, the Accrued Class A Note
 Interest; provided,
 that if there are not sufficient funds available to pay the entire amount of
 the Accrued Class A Note Interest, the amount available shall be applied to
 the payment of such interest on each Class of Class A Notes on a pro rata
 basis based on the amount of interest payable to each Class of Class A Notes;

 
	
  

 	
  

 
	
  

 	
           (iv)
 fourth,
 if an Event of Default described in Section 5.1(a), (b) or (e)
 has occurred, in the following order of priority:

 






	
  

 	
  

 
	
  

 	
           (a)
 to the Holders of the Class A-1 Notes in respect of principal thereon until
 the Class A-1 Notes have been paid in full;

 
	
  

 	
  

 
	
  

 	
           (b)
 to the Holders of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, in
 respect of principal thereon, on a pro rata basis (based on the Note Balance
 of each Class on such Payment Date), until all Classes of the Class A Notes
 have been paid in full;

 
	
  

 	
  

 
	
  

 	
           (c)
 to the Holders of the Class B Notes, the Accrued Class B Note Interest; and

 
	
  

 	
  

 
	
  

 	
           (d)
 to the Holders of the Class B Notes in respect of principal thereon until the
 Class B Notes have been paid in full;

 






	
  

 	
  

 
	
  

 	
           (v)
 fifth,
 if an Event of Default described in Section 5.1(c) or (d) has
 occurred, in the following order of priority:

 






	
  

 	
  

 
	
  

 	
           (a)
 to the Holders of the Class B Notes, the Accrued Class B Note Interest;

 
	
  

 	
  

 
	
  

 	
           (b)
 to the Holders of the Class A-1 Notes in respect of principal thereof until
 the Class A-1 Notes have been paid in full;

 
	
  

 	
  

 
	
  

 	
           (c)
 to the Holders of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes,
 in respect of principal thereon, on a pro rata basis (based on the Note
 Balance of each Class on such Payment Date), until all Classes of the Class A
 Notes have been paid in full; and

 
	
  

 	
  

 
	
  

 	
           (d)
 to the Holders of the Class B Notes in respect of principal thereon until the
 Class B Notes have been paid in full;

 






	
  

 	
  

 
	
  

 	
           (vi)
 sixth,
 to the Indenture Trustee and the Owner Trustee, any accrued and unpaid fees,
 reasonable expenses and indemnity payments which have not previously been
 paid; and

 






	
  

 	
  

 	
  

 
	
  

 	
 26

 	
 Indenture (USAA 2010-1)

 












	
  

 	
  

 
	
  

 	
           (vii)
 seventh, to the Servicer, legal
 expenses and costs incurred pursuant to Section 6.4 (b) of the Sale
 and Servicing Agreement; and

 
	
  

 	
  

 
	
  

 	
           (viii)
 eighth, any remaining funds
 shall be distributed to or at the direction of the Certificateholder.

 



          The
Indenture Trustee may fix a record date and payment date for any payment to
Noteholders pursuant to this Section 5.4. At least 15 days before such
record date, the Issuer shall mail to each Noteholder and the Indenture Trustee
a notice that states the record date, the payment date and the amount to be
paid.


          If
the Notes have not been accelerated because of an Event of Default, if the
Indenture Trustee collects any money or property pursuant to this Article V,
such amounts shall be deposited into the Collection Account and distributed in
accordance with Section 4.4 of the Sale and Servicing Agreement and Section
8.2 hereof.


          SECTION
5.5 Optional
Preservation of the Collateral. If the Notes have been declared or
are automatically due and payable under Section 5.2 following an Event of Default and such declaration or
automatic occurrence and its consequences have not been rescinded and annulled,
if permitted hereunder, the Indenture Trustee may, but need not, elect to
maintain possession of the Trust Estate and continue to apply the proceeds
thereof in accordance with Section 5.4(b). It is the intent of the
parties hereto and the Noteholders that there be at all times sufficient funds
for the payment of principal of and interest on the Notes, and the Indenture
Trustee shall take such intent into account when determining whether or not to
maintain possession of the Collateral. In determining whether to maintain
possession of the Collateral, the Indenture Trustee may (at other than its own
expense), but need not, obtain and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Collateral
for such purpose.


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 






	
  

 	
  

 	
  

 
	
  

 	
 27

 	
 Indenture (USAA 2010-1)

 












	
  

 	
  

 
	
  

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

 



No Noteholder
or group of Noteholders shall have any right in any manner whatever by virtue
of, or by availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Noteholders or to obtain or to seek to obtain
priority or preference over any other Noteholders or to enforce any right under
this Indenture, except, in each case, to the extent and in the manner herein
provided.


          In
the event the Indenture Trustee shall receive conflicting or inconsistent
requests and indemnity from two or more groups of Noteholders, each
representing less than a majority of the Note Balance of the Controlling Class,
the Indenture Trustee shall act at the direction of the group of Noteholders
representing the greater Note Balance of the Controlling Class. If the
Indenture Trustee receives conflicting or inconsistent requests and indemnity
from two or more groups of Noteholders representing equal Note Balances of the
Controlling Class, the Indenture Trustee in its sole discretion may determine
what action, if any, shall be taken, notwithstanding any other provisions of
this Indenture.


          (b)
No Noteholder shall have any right to vote except as provided pursuant to this
Indenture and the Notes, nor any right in any manner to otherwise control the
operation and management of the Issuer. However, in connection with any action
as to which Noteholders are entitled to vote or consent under this Indenture
and the Notes, the Issuer may set a record date for purposes of determining the
identity of Noteholders entitled to vote or consent in accordance with TIA
Section 316(c).


          SECTION
5.7 Unconditional
Rights of Noteholders to Receive Principal and Interest. Notwithstanding
any other provisions in this Indenture, the Holder of any Note shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and interest on such Note on or after the respective due dates thereof
expressed in such Note or in this Indenture (or, in the case of redemption, on
or after the Redemption Date) and to institute suit for the enforcement of any
such payment and such right shall not be impaired without the consent of such
Noteholder.


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


          SECTION
5.9 Rights
and Remedies Cumulative. No right or remedy herein conferred upon or
reserved to the Indenture Trustee or to the Noteholders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter


	
  

 	
  

 	
  

 
	
  

 	
 28

 	
 Indenture (USAA 2010-1)

 









existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder or otherwise shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.


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


          SECTION
5.11 Control by Noteholders. Subject to the provisions of Sections 5.4, 5.6, 6.2(d) and 6.2(e),
Noteholders holding not less than a majority of the Note Balance of the Controlling
Class shall have the right to direct the time, method and place of conducting
any Proceeding for any remedy available to the Indenture Trustee with respect
to the Notes or with respect to the exercise of any trust or power conferred on
the Indenture Trustee; provided, that


	
  

 	
  

 
	
  

 	
           (a)
 such direction shall not be in conflict with any rule of law or with this
 Indenture;

 
	
  

 	
  

 
	
  

 	
           (b)
 subject to the express terms of the proviso and the last sentence of Section
 5.4(a), any direction to the Indenture Trustee to sell or liquidate the
 Trust Estate shall be by the Holders of Notes representing not less than 100%
 of the Outstanding Note Balance unless the proceeds of such sale are
 sufficient to pay in full the principal of and accrued interest on the
 Outstanding Notes;

 
	
  

 	
  

 
	
  

 	
           (c)
 if the conditions set forth in Section 5.5 have been satisfied and the
 Indenture Trustee elects to retain the Trust Estate pursuant to such Section,
 then any direction to the Indenture Trustee by Holders of Notes representing
 less than 100% of the Outstanding Note Balance to sell or liquidate the Trust
 Estate shall be of no force and effect;

 
	
  

 	
  

 
	
  

 	
           (d)
 the Indenture Trustee may take any other action deemed proper by the
 Indenture Trustee that is not inconsistent with such direction, applicable
 law and the terms of this Indenture; and

 
	
  

 	
  

 
	
  

 	
           (e)
 such direction shall be in writing;

 



provided, further,
that, subject to Section 6.1, the Indenture Trustee need not take any
action that it determines might expose it to personal liability or might
materially adversely affect or unduly prejudice the rights of any Noteholders
not consenting to such action.


          SECTION
5.12 Waiver of Past Defaults.
Prior to the declaration of the acceleration of the maturity of the Notes as
provided in Section 5.2, the Holders of Notes of not less than a
majority of the Note Balance of the Controlling Class may waive any past
Default or Event of Default and its consequences except a Default (a) in
payment of principal of or interest on any of the Notes, (b) in respect of a
covenant or provision hereof which cannot be modified or amended


	
  

 	
  

 	
  

 
	
  

 	
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without the
consent of each Noteholder or (c) arising from an Insolvency Event with respect
to the Issuer. In the case of any such waiver, the Issuer, the Indenture
Trustee and the Noteholders shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent thereto.


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


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


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


          SECTION
5.15 Action
on Notes. The Indenture Trustee’s right to seek and recover judgment
on the Notes or under this Indenture shall not be affected by the seeking,
obtaining or application of any other relief under or with respect to this
Indenture. Neither the lien of this Indenture nor any rights or remedies of the
Indenture Trustee or the Noteholders shall be impaired by the recovery of any
judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Trust Estate or upon any
of the assets of the Issuer. Any money or property collected by the Indenture
Trustee shall be applied in accordance with Section 5.4(b), if the
maturity of the Notes has been accelerated pursuant to Section 5.2, or Section
4.4 of the Sale and Servicing Agreement and Section 8.2 of
this Indenture, if the maturity of the Notes has not been accelerated.


	
  

 	
  

 	
  

 
	
  

 	
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          SECTION
5.16 Performance
and Enforcement of Certain Obligations. (a) Promptly following a
request from the Indenture Trustee to do so, the Issuer shall take all such
lawful action as the Indenture Trustee may request to compel or secure the
performance and observance (i) by the Seller and the Servicer, as applicable,
of each of their obligations to the Issuer under or in connection with the Sale
and Servicing Agreement, or (ii) by the Seller or the Bank, as applicable, of
each of their obligations under or in connection with the Purchase Agreement,
in each case, in accordance with the terms thereof, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with the Sale and Servicing Agreement and the Purchase
Agreement, as the case may be, to the extent and in the manner directed by the
Indenture Trustee, including the transmission of notices of default on the part
of the Seller, the Servicer or the Bank thereunder and the institution of legal
or administrative actions or Proceedings to compel or secure performance by the
Seller or the Servicer of each of their obligations under the Sale and
Servicing Agreement or by the Seller or the Bank, as applicable, of each of
their obligations under or in connection with the Purchase Agreement.


          (b)
If an Event of Default has occurred and is continuing, the Indenture Trustee
may, and, at the direction (which direction shall be in writing) of the Holders
of a majority of the Note Balance of the Controlling Class shall, exercise all
rights, remedies, powers, privileges and claims of the Issuer against the
Seller or the Servicer under or in connection with the Sale and Servicing
Agreement or against the Seller or the Bank under the Purchase Agreement,
including the right or power to take any action to compel or secure performance
or observance by the Seller, the Servicer or the Bank of each of their
obligations to the Issuer thereunder and to give any consent, request, notice,
direction, approval, extension or waiver under the Sale and Servicing Agreement
or the Purchase Agreement, as applicable, and any right of the Issuer to take
such action shall be suspended.


          SECTION
5.17 Sale
of Collateral. If the Indenture Trustee acts to sell the Collateral
or any part thereof, pursuant to Section 5.4(a), the Indenture Trustee
or its agent shall publish a notice in an Authorized Newspaper stating that the
Indenture Trustee or its agent intends to effect such a sale in a commercially
reasonable manner and on commercially reasonable terms, which shall include the
solicitation of competitive bids. Following such publication, the Indenture
Trustee or its agent shall, unless otherwise prohibited by applicable law from
any such action, sell the Collateral or any part thereof, in such manner and on
such terms as provided above to the highest bidder, provided, however,
that the Indenture Trustee or its agent may from time to time postpone any sale
by public announcement made at the time and place of such sale. The Indenture
Trustee or its agent shall give notice to the Seller and the Servicer of any
proposed sale, and the Seller, the Servicer or any Affiliate thereof shall be
permitted to bid for the Collateral at any such sale. The Indenture Trustee or
its agent may obtain a prior determination from a conservator, receiver or
trustee in bankruptcy of the Issuer that the terms and manner of any proposed
sale are commercially reasonable. The power to effect any sale of any portion
of the Collateral pursuant to Section 5.4 and this Section 5.17
shall not be exhausted by any one or more sales as to any portion of the
Collateral remaining unsold, but shall continue unimpaired until the entire
Collateral shall have been sold or all amounts payable on the Notes shall have
been paid. The Indenture Trustee may utilize an agent at other than its own
expense for the purpose of conducting any sale of Collateral hereunder.


	
  

 	
  

 	
  

 
	
  

 	
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ARTICLE
VI THE INDENTURE TRUSTEE


          SECTION
6.1 Duties
of the Indenture Trustee. (a) If an Event of Default has occurred
and is continuing, the Indenture Trustee shall exercise the rights and powers
vested in it by this Indenture and with respect to the performance of its
duties or obligations under this Indenture only, the Indenture Trustee shall
use the same degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of such Person’s
own affairs.


          (b)
Except during an Event of Default, subject to Section 6.1(a):


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (ii)
 in the absence of bad faith on its part, the Indenture Trustee may
 conclusively rely, as to the truth of the statements and the correctness of
 the opinions expressed therein, upon certificates or opinions furnished to
 the Indenture Trustee and conforming to the requirements of this Indenture;
 but in the case of any such certificates or opinions which by any provisions
 hereof are specifically required to be furnished to the Indenture Trustee,
 the Indenture Trustee shall examine the certificates and opinions to
 determine whether or not they conform on their face to the requirements of
 this Indenture (but need not confirm or investigate the accuracy of
 mathematical calculations or other facts stated therein).

 



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


	
  

 	
  

 
	
  

 	
           (i)
 this paragraph does not limit the effect of paragraph (b) of
 this Section 6.1;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (iii)
 the Indenture Trustee shall not be liable with respect to any action it takes
 or omits to take in good faith in accordance with a direction received from
 Noteholders in accordance with the terms of this Indenture; and

 
	
  

 	
  

 
	
  

 	
           (iv)
 the Indenture Trustee shall have no duty (A) to see to any recording, filing,
 or depositing of this Indenture or any agreement referred to herein or any financing
 statement or continuation statement evidencing a security interest, or to see
 to the maintenance of any such recording or filing or depositing or to any
 re-recording, refiling or redepositing of any thereof, (B) to see to any
 insurance, (C) to see to the payment or discharge of any tax, assessment, or
 other governmental charge or any lien or encumbrance of any kind owing with
 respect to, assessed or levied against, any part of the Trust Estate other
 than as directed by the Servicer or the Administrator, in either case, from
 funds available in the Collection Account, (D) except as otherwise set forth
 in

 






	
  

 	
  

 	
  

 
	
  

 	
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 Section
 6.1(b)(ii), to confirm or verify the contents of any
 reports or certificates of the Servicer delivered to the Indenture Trustee
 pursuant to this Indenture believed by the Indenture Trustee to be genuine
 and to have been signed or presented by the proper party or parties, or (E)
 to execute any certificates or other documents required pursuant to the
 Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated
 thereunder, except with respect to the back-up certification provided
 pursuant to Section 9.21 of the Sale and Servicing Agreement.

 



          (d)
Every provision of this Indenture that in any way relates to the Indenture Trustee
is subject to paragraphs (a),
(b) and (c) of this Section 6.1.


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


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


          (g)
No provision of this Indenture or any other Transaction Document shall require
the Indenture Trustee to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties hereunder or
thereunder or in the exercise of any of its rights or powers, if it shall have
reasonable grounds to believe that repayment of such funds or indemnity
satisfactory to it against such risk or liability is not reasonably assured to
it, and none of the provisions contained in this Indenture shall in any event
require the Indenture Trustee to perform, or be responsible for the manner of
performance of, any of the obligations of the Servicer under this Indenture
except during such time, if any, as the Indenture Trustee shall be the
successor to, and be vested with the rights, duties, powers and privileges of
the Servicer in accordance with the terms of this Indenture.


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


          (i)
The Indenture Trustee shall take all actions required to be taken by the
Indenture Trustee under the Sale and Servicing Agreement.


          SECTION
6.2 Rights
of the Indenture Trustee. Subject to the provisions of Section
6.1:


          (a)
The Indenture Trustee may conclusively rely on any resolution, certification,
statement, opinion, report, notice, request, direction, consent, order, bond,
debenture or other paper or document believed by it to be genuine and to have
been signed or presented by the proper Person. The Indenture Trustee need not
investigate any fact or matter stated in the document.


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


	
  

 	
  

 	
  

 
	
  

 	
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          (c)
The Indenture Trustee may execute any of the trusts or powers hereunder or
under any of the Transaction Documents to which the Indenture Trustee is a
party or perform any duties hereunder or under any of the Transaction Documents
to which the Indenture Trustee is a party either directly or by or through
agents or attorneys or a custodian or nominee, and the Indenture Trustee shall
not be responsible for any misconduct or negligence on the part of, or for the
supervision of, any co-trustee or separate trustee appointed in accordance with
the provisions of Section 6.10, or any other such agent, attorney,
custodian or nominee appointed with due care by it hereunder. The Indenture
Trustee shall not be responsible for any misconduct or negligence on the part
of, or for the supervision of, the Administrator or the Servicer.


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


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


          (f)
The Indenture Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture or to institute, conduct or
defend any litigation under this Indenture or in relation to this Indenture or
to honor the request or direction of any of the Noteholders pursuant to this
Indenture unless such Noteholders shall have offered to the Indenture Trustee
reasonable security or indemnity satisfactory to the Indenture Trustee against
the reasonable costs, expenses, disbursements, advances and liabilities that
might be incurred by it, its agents and its counsel in compliance with such request
or direction.


          (g)
The Indenture Trustee shall not be deemed to have notice of any Default, Event
of Default or Servicer Replacement Event unless a Responsible Officer of the
Indenture Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such a default is received by the Indenture Trustee at
the Corporate Trust Office of the Indenture Trustee, and such notice references
the Notes and this Indenture.


          (h)
The right of the Indenture Trustee to perform any discretionary act enumerated
in this Indenture shall not be construed as a duty, and the Indenture Trustee
shall not be answerable for other than its negligence or willful misconduct in
the performance of such act.


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


          SECTION
6.3 Individual
Rights of the Indenture Trustee. Subject to Section 310 of the TIA,
the Indenture Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Seller, the Owner
Trustee, the Administrator and their respective Affiliates with the same rights
it would have if it were not the Indenture Trustee, and the Seller, the Owner
Trustee, the Administrator and their respective Affiliates may


	
  

 	
  

 	
  

 
	
  

 	
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maintain
normal commercial banking and investment banking relationships with the
Indenture Trustee and its Affiliates. Any Paying Agent, Note Registrar,
co-registrar, co-paying agent, co-trustee or separate trustee may do the same
with like rights. However, the Indenture Trustee must comply with Section
6.11.


          SECTION
6.4 The
Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture, the Notes or the other Transaction Documents or the validity,
sufficiency or perfection of the Collateral, shall not be accountable for the
Issuer’s use of the proceeds from the Notes, and shall not be responsible for
any statement or omission of the Issuer in the Indenture or the other
Transaction Documents or in any document issued in connection with the sale of
the Notes or in the Notes, all of which shall be taken as the statements of the
Issuer, other than the Indenture Trustee’s certificate of authentication. The
Indenture Trustee shall not be responsible for making Collections called for
under the terms and provisions of the Receivables and on each Payment Date
shall make the deposits and distributions specified in this Indenture and the
Sale and Servicing Agreement solely based on information contained in, and as
directed by, the Servicer’s Certificate.


          SECTION
6.5 Notice
of Defaults. If a Default occurs and is continuing and if it is
either actually known by a Responsible Officer of the Indenture Trustee or
written notice of the existence thereof has been delivered to a Responsible
Officer of the Indenture Trustee, the Indenture Trustee shall mail to each
Noteholder and the Rating Agencies notice of the Default within 90 days after
such knowledge or notice occurs. Except in the case of a Default in payment of
principal of or interest on any Note (including payments pursuant to the
mandatory redemption provisions of such Note), the Indenture Trustee may
withhold the notice if and so long as a committee of its Responsible Officers
in good faith determines that withholding the notice is in the interests of
Noteholders.


          SECTION
6.6 Reports
by the Indenture Trustee to Noteholders. Upon delivery from the
Servicer, the Indenture Trustee, at the expense of the Issuer, shall deliver by
mail, e-mail, courier, fax or the Indenture Trustee’s website at
gctinvestorreporting.bnymellon.com or such other website address as is provided
by the Indenture Trustee to each Noteholder, not later than the latest date
permitted by law, such information as may be required by law to enable such
Holder to prepare its federal and state income tax returns.


          SECTION
6.7 Compensation
and Indemnity. The Issuer shall cause the Servicer pursuant to the
Sale and Servicing Agreement to agree (i) to pay to the Indenture Trustee from
time to time such compensation as the Servicer and the Indenture Trustee shall
from time to time agree in writing for services rendered by the Indenture
Trustee hereunder and under the Transaction Documents in accordance with a fee
letter between the Servicer and the Indenture Trustee, (ii) to reimburse the
Indenture Trustee for all reasonable expenses, advances and disbursements
incurred by it in connection with the performance of its duties as Indenture
Trustee hereunder and under the Transaction Documents and (iii) to indemnify
the Indenture Trustee, its directors, officers, employees and agents for, and
hold it harmless against, any and all claims loss, liability or expense
(including reasonable attorneys’ fees and disbursements) incurred by any of
them in connection with the administration of the trust or trusts hereunder or
the performance of its duties as Indenture Trustee hereunder and under the
Transaction


	
  

 	
  

 	
  

 
	
  

 	
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Documents,
including but not limited to the costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder. The Indenture Trustee’s compensation shall not
be limited by any law on compensation of a trustee of an express trust. The
Indenture Trustee shall notify the Issuer and the Servicer promptly of any
claim for which it may seek indemnity. Failure by the Indenture Trustee to so
notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer
of its obligations hereunder. The Issuer shall, or shall cause the Servicer to,
defend any such claim, and the Indenture Trustee may have separate counsel and
the Issuer shall, or shall cause the Servicer to, pay the fees and expenses of
such counsel. The Indenture Trustee shall not be indemnified by the
Administrator, the Issuer, the Seller or the Servicer against any loss,
liability or expense incurred by it or arising from (i) The Bank of New York
Mellon’s own willful misconduct, negligence or bad faith, (ii) the inaccuracy
of any representation or warranty expressly made by The Bank of New York Mellon
in its individual capacity or any representation or warranty made by The Bank
of New York Mellon in accordance with Sections 9.20, 9.21 or 9.22
of the Sale and Servicing Agreement or (iii) taxes, fees or other charges on,
based on or measured by, any fees, commissions or compensation received by the
Indenture Trustee.


          The
compensation and indemnity obligations to the Indenture Trustee pursuant to
this Section shall survive the resignation or removal of the Indenture Trustee,
the discharge of this Indenture and the termination of the Sale and Servicing
Agreement. When the Indenture Trustee incurs expenses after the occurrence of
an Event of Default set forth in Section 5.1(e)
with respect to the Issuer, the expenses are intended to constitute expenses of
administration under the Bankruptcy Code or any other applicable federal or
state bankruptcy, insolvency or similar law.


          SECTION
6.8 Removal,
Resignation and Replacement of the Indenture Trustee. The Indenture
Trustee may resign at any time by so notifying the Issuer, the Administrator,
the Servicer and each Rating Agency. The Holders of a majority of the Note
Balance of the Controlling Class may remove the Indenture Trustee without cause
by so notifying the Indenture Trustee and the Issuer, and following that
removal may appoint a successor to the Indenture Trustee. The Issuer shall
cause the Administrator to remove the Indenture Trustee if:


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (b)
 an Insolvency Event occurs with respect to the Indenture Trustee;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



          If
the Indenture Trustee resigns or is removed or if a vacancy exists in the
office of the Indenture Trustee for any reason (the Indenture Trustee in such
event being referred to herein as the retiring Indenture Trustee), the Issuer
shall cause the Administrator to promptly appoint a successor Indenture Trustee
which satisfies the requirements set forth in Section 6.11.


          A
successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuer. Thereupon the
resignation or removal of the retiring


	
  

 	
  

 	
  

 
	
  

 	
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Indenture
Trustee shall become effective, and the successor Indenture Trustee, without
any further act, deed or conveyance, shall have all the rights, powers and
duties of the Indenture Trustee under this Indenture subject to satisfaction of
the Rating Agency Condition. The successor Indenture Trustee shall mail a
notice of its succession to Noteholders. The retiring Indenture Trustee shall
promptly transfer all property held by it as the Indenture Trustee to the
successor Indenture Trustee.


          If
a successor Indenture Trustee does not take office within 60 days after the
retiring Indenture Trustee resigns or is removed, the retiring Indenture
Trustee, the Issuer or the Holders of a majority of the Note Balance of the
Controlling Class may petition any court of competent jurisdiction, at the
expense of the Issuer, for the appointment of a successor Indenture Trustee.


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


          Any
resignation or removal of the Indenture Trustee and appointment of a successor
Indenture Trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor Indenture
Trustee pursuant to this Section 6.8 and payment of all fees, expenses
and indemnities owed to the retiring Indenture Trustee.


          The
Indenture Trustee shall not be liable for the acts or omissions of any
successor Indenture Trustee.


          SECTION
6.9 Successor
Indenture Trustee by Merger. Subject to Section 6.11, if the Indenture Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Indenture Trustee, provided, that such corporation or banking
association shall be otherwise qualified and eligible under Section 6.11.
The Indenture Trustee shall provide each Rating Agency and the Administrator
written notice of any such consolidation, merger, conversion or transfer within
one Business Day of the effectiveness of such transaction.


          In
case at the time such successor or successors by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not delivered,
any such successor to the Indenture Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee.


          SECTION
6.10 Appointment
of Co-Indenture Trustee or Separate Indenture Trustee. (a)
Notwithstanding any other provisions of this Indenture, at any time, after
delivering written notice to the Administrator, for the purpose of meeting any
legal requirement of any jurisdiction in which any part of the Trust Estate may
at the time be located, the Indenture Trustee and the Administrator acting
jointly shall have the power and may execute and deliver all instruments to
appoint one or more Persons to act as a co-trustee or co-trustees, or separate
trustee or separate


	
  

 	
  

 	
  

 
	
  

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


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


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



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


          (d)
Any separate trustee or co-trustee may at any time constitute the Indenture
Trustee its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Indenture on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be exercised
by the Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee. Notwithstanding anything to the
contrary in this Indenture, the appointment of any separate 



	
  

 	
  

 	
  

 
	
  

 	
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trustee or
co-trustee shall not relieve the Indenture Trustee of its obligations and
duties under this Indenture.


          SECTION
6.11 Eligibility;
Disqualification. The Indenture Trustee shall at all times satisfy
the requirements of TIA Section 310(a) and, in addition, shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition and shall have a long term debt rating
of investment grade or better by each Rating Agency or shall otherwise be
acceptable to each Rating Agency. The Indenture Trustee shall also satisfy the
requirements of TIA Section 310(b). Neither the Issuer nor any Affiliate
of the Issuer may serve as Indenture Trustee.


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


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


	
  

 	
  

 
	
  

 	
           (i) the
 Indenture Trustee is a banking corporation duly organized, validly existing
 and in good standing under the laws of the State of New York; and

 
	
  

 	
  

 
	
  

 	
           (ii) the
 Indenture Trustee has full power, authority and legal right to execute,
 deliver, and perform this Indenture and shall have taken all necessary action
 to authorize the execution, delivery and performance by it of this Indenture.

 



ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS


          SECTION 7.1 The
Issuer to Furnish the Indenture Trustee Names and Addresses of Noteholders.
The Issuer shall furnish or cause to be furnished to the Indenture Trustee (a)
not more than five days after each Record Date, a list, in such form as the
Indenture Trustee may reasonably require, of the names and addresses of the
Noteholders as of such Record Date, and (b) at such other times as the
Indenture Trustee may request in writing, within 30 days after receipt by the
Issuer of any such request, a list of similar form and content as of a date not
more than ten days prior to the time such list is furnished; provided, however,
that so long as (i) the Indenture Trustee is the Note Registrar, or (ii) the
Notes are issued as Book-Entry Notes, no such list shall be required to be
furnished to the Indenture Trustee.


          SECTION 7.2 Preservation
of Information; Communications to Noteholders. (a) The Indenture
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of the Noteholders contained in the most recent list
furnished to the Indenture Trustee as provided in Section 7.1 and the names and addresses of
Noteholders received by the Indenture Trustee in its capacity as the Note
Registrar. The Indenture Trustee may destroy any list furnished to it as
provided in such Section 7.1 upon receipt of a new list so furnished;
provided, however, that so long as the
Indenture Trustee is the Note Registrar or the Notes are issued as Book-Entry
Notes, no such list shall be required to be preserved or maintained.


	
  

 	
  

 	
  

 
	
  

 	
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          (b)
The Noteholders may communicate pursuant to TIA Section 312(b) with other
Noteholders with respect to their rights under this Indenture or under the
Notes. Upon receipt by the Indenture Trustee of any request by three or more
Noteholders or by one or more Noteholders of Notes evidencing not less than 25%
of the Outstanding Note Balance to receive a copy of the current list of
Noteholders (whether or not made pursuant to TIA Section 312(b)), the
Indenture Trustee shall promptly notify the Administrator thereof by providing
to the Administrator a copy of such request and a copy of the list of
Noteholders produced in response thereto.


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


          SECTION 7.3 Reports
by the Indenture Trustee. If required by TIA Section 313(a),
within 60 days after each March 31, beginning with March 31, 2011, the
Indenture Trustee shall mail to each Noteholder as required by TIA
Section 313(c), a brief report dated as of such date that complies with
TIA Section 313(a). The Indenture Trustee also shall comply with TIA
Section 313(b). A copy of each report at the time of its mailing to
Noteholders shall be filed by the Indenture Trustee with the Commission and each
stock exchange, if any, on which the Notes are listed. The Issuer shall notify
the Indenture Trustee if and when the Notes are listed on any stock exchange.


ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES


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


          SECTION 8.2 Trust
Accounts. (a) On or prior to the Closing Date, the Issuer shall
cause the Servicer to establish, in the name of Indenture Trustee, the Trust
Accounts as provided in Section 4.1 of the Sale and Servicing Agreement.


          (b)
On or before each Payment Date, the Issuer shall cause (i) the Servicer to
deposit all Collections and (ii) the Servicer, the Seller or the Bank, as
applicable, to deposit all Repurchase Prices with respect to the Collection
Period preceding such Payment Date in the Collection Account as provided in the
Sale and Servicing Agreement. On or before each Payment Date, all amounts
required to be withdrawn from the Reserve Account and deposited in the
Collection Account pursuant to Section 4.3 of the Sale and Servicing
Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account
and deposited to the Collection Account.


	
  

 	
  

 	
  

 
	
  

 	
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          (c)
If the Notes have not been accelerated because of an Event of Default, then on
each Payment Date and the Redemption Date, the Indenture Trustee shall
distribute all amounts on deposit in the Principal Distribution Account to
Noteholders in respect of principal of the Notes to the extent of the funds
therein in the following order of priority:


	
  

 	
  

 
	
  

 	
           (i)
 first, to the Holders of the
 Class A-1 Notes, until the Class A-1 Notes are paid in full;

 
	
  

 	
  

 
	
  

 	
           (ii)
 second, to the Holders of the
 Class A-2 Notes, until the Class A-2 Notes are paid in full;

 
	
  

 	
  

 
	
  

 	
           (iii)
 third, to the Holders of the
 Class A-3 Notes, until the Class A-3 Notes are paid in full; 

 
	
  

 	
  

 
	
  

 	
           (iv)
 fourth,
 to the Holders of the Class A-4 Notes, until the Class A-4 Notes are paid in
 full; and

 
	
  

 	
  

 
	
  

 	
           (v)
 fifth,
 to the Holders of the Class B Notes, until the Class B Notes are paid in
 full.

 



          SECTION
8.3 General
Provisions Regarding Accounts. (a) The funds in the Trust Accounts
shall be invested in Permitted Investments in accordance with and subject to Section 4.1(b) of the Sale and
Servicing Agreement and all interest and investment income (net of losses and
investment expenses) on funds on deposit (i) in the Collection Account shall be
distributed in accordance with the provisions of Section 3.7 of the Sale
and Servicing Agreement and (ii) in the Reserve Account shall be distributed in
accordance with the provisions of Sections 4.3(b) and (d) of the
Sale and Servicing Agreement. The Indenture Trustee shall not be directed to
make any investment of any funds or to sell any investment held in any of the
Trust Accounts unless the security interest Granted and perfected in such
account will continue to be perfected in such investment or the proceeds of
such sale, in either case without any further action by any Person and the
Indenture Trustee shall have no duty to make any such determination in its
compliance with the written direction of the Servicer pursuant to Section
4.1(b) of the Sale and Servicing Agreement. 


          (b)
Subject to Section 6.1(c), the Indenture Trustee shall not in any way be
held liable by reason of any insufficiency in any of the Trust Accounts
resulting from any loss on any Permitted Investment included therein, except
for losses attributable to the Indenture Trustee’s failure to make payments on
any such Permitted Investments issued by the Indenture Trustee in its
commercial capacity as principal obligor and not as trustee, in accordance with
their terms.


          (c)
If (i) investment directions shall not have been given in writing by the
Servicer in accordance with Section 4.1(b) of the Sale and Servicing
Agreement for any funds on deposit in the Trust Accounts to the Indenture
Trustee by 11:00 a.m., New York City time (or such other time as may be agreed
by the Servicer and the Indenture Trustee), on any Business Day or (ii) a
Default or Event of Default shall have occurred and be continuing with respect
to the Notes but the Notes shall not have been declared due and payable
pursuant to Section 5.2 or (iii) if the Notes shall have been declared
due and payable following an Event of Default and amounts collected or received
from the Trust Estate are being applied in accordance with Section 5.4
as if 


	
  

 	
  

 	
  

 
	
  

 	
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there had not
been such a declaration, then the Indenture Trustee shall, to the fullest
extent practicable, invest and reinvest funds in the Trust Accounts in one or
more Permitted Investments in accordance with the standing instructions most
recently given by the Servicer or should that for any reason not be possible
such funds shall be held uninvested.


          SECTION 8.4 Release
of Collateral. (a) The Indenture Trustee may if permitted by and in
accordance with the terms hereof, and when required by the provisions of this
Indenture shall, execute instruments to release property from the lien of this
Indenture, or convey the Indenture Trustee’s interest in the same, in a manner
and under circumstances that are not inconsistent with the provisions of this
Indenture or such other document. No party relying upon an instrument executed
by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture
Trustee’s authority, inquire into the satisfaction of any conditions precedent
or see to the application of any monies.


          (b)
The Indenture Trustee shall, at such time as there are no Notes Outstanding and
all amounts due to the Indenture Trustee have been paid pursuant to Section 6.7
(as certified by an Authorized Officer of the Issuer in an Officer’s
Certificate delivered to the Indenture Trustee), release any remaining portion
of the Collateral that secured the Notes from the lien of this Indenture and
release to the Issuer or any other Person entitled thereto any funds then on
deposit in the Trust Accounts. Such release shall include release of the lien
of this Indenture and transfer of dominion and control over the Trust Accounts
to the Issuer or its designee. The Indenture Trustee shall release property
from the lien of this Indenture pursuant to this Section only upon receipt of an Issuer Request accompanied
by an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA)
Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1)
meeting the applicable requirements of Section 11.1.


          Each
Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, acknowledges that from time to time the
Indenture Trustee shall release the lien of this Indenture (or shall be deemed
to automatically release the lien of this Indenture without any further action)
on any Receivable to be sold to (i) the Seller in accordance with Section 2.3 of the Sale and Servicing
Agreement, (ii) to the Servicer in accordance with Section 3.6 of the Sale and Servicing
Agreement and (iii) to the Bank in accordance with Section 3.3 of the
Purchase Agreement.


          SECTION
8.5 Opinion of Counsel. The
Indenture Trustee shall receive at least five days’ notice (or such shorter
notice acceptable to the Indenture Trustee) when requested by the Issuer to
take any action pursuant to Section 8.4(a), accompanied by copies of any instruments involved, and
the Indenture Trustee may also require as a condition to such action, an
Opinion of Counsel, in form and substance satisfactory to the Indenture
Trustee, stating the legal effect of any such action, outlining the steps
required to complete the same, and concluding that all conditions precedent to
the taking of such action have been complied with and such action will not
materially and adversely impair the security for the Notes or the rights of the
Noteholders in contravention of the provisions of this Indenture; provided,
that such Opinion of Counsel shall not be required to express an opinion as to
the fair value of the Trust Estate. Counsel rendering any such opinion may
rely, as to factual matters, without independent investigation, on the accuracy
and validity of any certificate or other instrument delivered to the Indenture
Trustee in connection with any such action. 


	
  

 	
  

 	
  

 
	
  

 	
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ARTICLE IX SUPPLEMENTAL INDENTURES


          SECTION 9.1 Supplemental
Indentures Without Consent of Noteholders. (a) Without the consent
of the Noteholders or any other Person but with prior notice to each Rating
Agency, the Issuer and the Indenture Trustee, when authorized by an Issuer
Order, at any time and from time to time, may enter into one or more indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as in force at the date of the execution thereof), in form
satisfactory to the Indenture Trustee, for any of the following purposes:


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (v)
 to cure any ambiguity, to correct or to supplement any provision herein or in
 any supplemental indenture which may be inconsistent with any other provision
 herein or in any supplemental indenture or to make any other provisions with
 respect to matters or questions arising under this Indenture or in any
 supplemental indenture; provided, that such action shall not materially and
 adversely affect the interests of the Noteholders;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (viii)
 to add, modify or eliminate such provisions as may be necessary or advisable
 in order to enable (a) the transfer to the Issuer of all or any portion of
 the Receivables to be derecognized under GAAP by the Seller to the Issuer,
 (b) the Issuer to avoid becoming a member of the Seller’s consolidated group
 under GAAP or (c) the Seller or any of its Affiliates to otherwise comply
 with or obtain more favorable treatment under any law or regulation or any
 accounting rule or principle; it being a condition to any such amendment that
 the Rating Agency Condition be satisfied.

 






	
  

 	
  

 	
  

 
	
  

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


          (b)
The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may,
also without the consent of any Noteholder, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner (other than the modifications set forth in Section
9.2, which require consent of each Noteholder affected thereby) the rights
of the Noteholders under this Indenture; provided, (i) that the Rating Agency Condition shall have been satisfied with
respect to such action, and (ii) that such action shall not, as
evidenced by an Opinion of Counsel, (A) materially and adversely affect the
interests of any Noteholder, (B) affect the treatment of the Notes as debt for
federal income tax purposes, or (C) be deemed to cause a taxable exchange of
the Notes for federal income tax purposes.


          (c)
Notwithstanding the foregoing, this Agreement may not be amended in any way
that would significantly amend the permitted activities or powers of the Issuer
even if such amendments would not have an adverse effect on the Holders of the
Notes without the consent of the Holders of at least a majority of the
Outstanding Notes. 


          SECTION
9.2 Supplemental
Indentures with Consent of Noteholders. The Issuer and the Indenture
Trustee, when authorized by an Issuer Order, also may, with prior notice to the
Rating Agencies and with the consent of the Holders of not less than a majority
of the Outstanding Note Balance of the Controlling Class, by Act of such
Holders delivered to the Issuer and the Indenture Trustee, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or of modifying in any manner the rights of the Noteholders
under this Indenture; provided, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Note affected thereby:


	
  

 	
  

 
	
  

 	
           (i)
 change the Final Scheduled Payment Date of any Note, or reduce the principal
 amount thereof, the interest rate thereon or the Redemption Price with
 respect thereto, change the provision of this Indenture relating to the
 application of collections on, or the proceeds of the sale of, the Trust
 Estate to payment of principal of or interest on the Notes, or change any
 place of payment where, or the coin or currency in which, any Note or the
 interest thereon is payable, or impair the right to institute suit for the
 enforcement of the provisions of this Indenture requiring the application of
 funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or
 after the respective due dates thereof (or, in the case of redemption, on or
 after the Redemption Date);

 
	
  

 	
  

 
	
  

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

 






	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (iv) reduce
 the percentage of the Outstanding Note Balance required to direct the
 Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate
 pursuant to Section 5.4 if the proceeds of such sale would be
 insufficient to pay the Outstanding Note Balance plus accrued but unpaid
 interest on the Notes;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (vii)
 permit the creation of any Lien ranking prior to or on a parity with the lien
 of this Indenture with respect to any part of the Trust Estate or, except as
 otherwise permitted or contemplated herein or in the Transaction Documents,
 terminate the lien of this Indenture on any property at any time subject
 hereto or deprive any Noteholder of the security provided by the lien of this
 Indenture; or

 
	
  

 	
  

 
	
  

 	
           (viii)
 impair the right to institute suit for the enforcement of payment as provided
 in Section 5.7.

 



          Any
such supplemental indenture shall be executed only upon delivery of an Opinion
of Counsel to the same effect as in Section 9.1(b)(ii).


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


          Promptly
after the execution by the Issuer and the Indenture Trustee of any supplemental
indenture pursuant to this Section, the Indenture Trustee shall mail to the
Noteholders to which such amendment or supplemental indenture relates a notice
(to be provided by the Issuer and at the Issuer’s expense) setting forth in
general terms the substance of such supplemental indenture. Any failure of the
Indenture Trustee to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.


          SECTION 9.3 Execution
of Supplemental Indentures. In executing, or permitting the
additional trusts created by, any supplemental indenture permitted by this Article IX or the
modifications thereby of the trusts created by this Indenture, the Indenture
Trustee shall be entitled to receive, and subject to Sections 6.1 and 6.2, shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or


	
  

 	
  

 	
  

 
	
  

 	
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permitted by
this Indenture and that all conditions precedent to the execution and delivery
by the Indenture Trustee of such Supplemental Indenture have been satisfied.
The Indenture Trustee may, but shall not be obligated to, enter into any such
supplemental indenture that affects the Indenture Trustee’s own rights, duties,
liabilities or immunities under this Indenture or otherwise.


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


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


          SECTION 9.6 Reference
in Notes to Supplemental Indentures. Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the
Indenture Trustee shall, bear a notation in form approved by the Indenture
Trustee as to any matter provided for in such supplemental indenture. If the
Issuer or the Indenture Trustee shall so determine, new Notes so modified as to
conform, in the opinion of the Indenture Trustee and the Issuer, to any such
supplemental indenture may be prepared and executed by the Issuer and
authenticated and delivered by the Indenture Trustee in exchange for
Outstanding Notes.


ARTICLE X REDEMPTION OF NOTES


          SECTION
10.1 Redemption.
(a) Each of the Notes will be redeemed in whole, but not in part, at the
direction of the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement, on any Payment Date on
which the Trust Estate (other than the Reserve Account) is purchased pursuant
to said Section 8.1, for a purchase price equal to the Optional Purchase
Price, which amount shall be deposited into the Collection Account on the
Redemption Date.


          (b)
If the Notes are to be redeemed pursuant to Section
10.1(a), the Administrator or the Issuer shall
provide at least 20 days’ prior notice of the redemption of the Notes to the
Indenture Trustee and the Owner Trustee, and the Indenture Trustee shall
provide prompt (but not later than 10 days prior to the applicable Redemption
Date) notice thereof to the Noteholders.


          SECTION 10.2 Form
of Redemption Notice. Notice of redemption under Section 10.1 shall be given by the
Indenture Trustee by facsimile or by first-class mail, postage prepaid,
transmitted or mailed prior to the applicable Redemption Date to each Holder of
Notes as of the close of business on the Record Date preceding the applicable
Redemption Date, at such Holder’s address appearing in the Note Register.


	
  

 	
  

 	
  

 
	
  

 	
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           All
 notices of redemption shall state:

 
	
  

 	
  

 
	
  

 	
           (i)
 the Redemption Date;

 
	
  

 	
  

 
	
  

 	
           (ii)
 the Redemption Price;

 
	
  

 	
  

 
	
  

 	
           (iii)
 that the Record Date otherwise applicable to such Redemption Date is not
 applicable and that payments shall be made only upon presentation and
 surrender of such Notes, and the place where such Notes are to be surrendered
 for payment of the Redemption Price (which shall be the office or agency of
 the Issuer to be maintained as provided in Section 3.2);

 
	
  

 	
  

 
	
  

 	
           (iv)
 that interest on the Notes shall cease to accrue on the Redemption Date; and

 
	
  

 	
  

 
	
  

 	
           (v)
 the CUSIP numbers (if applicable) for such Notes.

 



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


          SECTION
10.3 Notes
Payable on Redemption Date. The Notes to be redeemed shall,
following notice of redemption as required by Section 10.2 (in the case of redemption pursuant to Section 10.1), on the Redemption Date
become due and payable at the Redemption Price and (unless the Issuer shall
default in the payment of the Redemption Price) no interest shall accrue on the
Redemption Price for any period after the date to which accrued interest is
calculated for purposes of calculating the Redemption Price.


ARTICLE XI MISCELLANEOUS


          SECTION
11.1 Compliance
Certificates and Opinions, etc. (a) Upon any application or request
by the Issuer to the Indenture Trustee to take any action under any provision
of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an
Officer’s Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
that satisfies TIA Section 314(c)(1), (ii) an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been
complied with that satisfies TIA Section 314(c)(2) and (iii) if required by the
TIA in the case of condition precedent compliance with which is subject to
verification by accountants, a certificate or opinion of an accountant that
satisfies TIA Section 314(c)(3), except that, in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished.


          Every
certificate or opinion in accordance with TIA Section 314(e) with respect to
compliance with a condition or covenant provided for in this Indenture shall
include:


	
  

 	
  

 
	
  

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

 






	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



          (b)
(i) Prior to the deposit of any Collateral or other property or securities with
the Indenture Trustee that is to be made the basis for the release of any
property or securities subject to the lien of this Indenture, the Issuer shall,
in addition to any obligation imposed in Section
11.1(a) or elsewhere in this Indenture, furnish to the Indenture
Trustee an Officer’s Certificate certifying or stating the opinion of each
Person signing such certificate as to the fair value in accordance with TIA
Section 314(d) (within 90 days of such deposit) to the Issuer of the Collateral
or other property or securities to be so deposited.


	
  

 	
  

 
	
  

 	
           (ii)
 Whenever the Issuer is required to furnish to the Indenture Trustee an
 Officer’s Certificate certifying or stating the opinion of any signer thereof
 as to the matters described in clause (i) above, the Issuer shall also deliver to the Indenture
 Trustee an Independent Certificate as to the same matters, if the fair value
 in accordance with TIA Section 314(d) to the Issuer of the property or
 securities to be so deposited and of all other such securities made the basis
 of any such withdrawal or release since the commencement of the then-current
 fiscal year of the Issuer, as set forth in the certificates delivered
 pursuant to clause (i) and this clause (ii), is 10%
 or more of the Outstanding Note Balance, but such a certificate need not be
 furnished with respect to any securities so deposited, if the fair value
 thereof to the Issuer as set forth in the related Officer’s Certificate is
 less than $25,000 or less than one percent of the Outstanding Note Balance.

 
	
  

 	
  

 
	
  

 	
           (iii)
 Other than as contemplated by Section 11.1(b)(v), whenever any
 property or securities are to be released from the lien of this Indenture,
 the Issuer shall also furnish to the Indenture Trustee an Officer’s
 Certificate certifying or stating the opinion of each Person signing such
 certificate as to the fair value (within 90 days of such release) of the
 property or securities proposed to be released and stating that in the
 opinion of such Person the proposed release will not impair the security
 under this Indenture in contravention of the provisions hereof.

 
	
  

 	
  

 
	
  

 	
           (iv)
 Whenever the Issuer is required to furnish to the Indenture Trustee an
 Officer’s Certificate certifying or stating the opinion of any signer thereof
 as to the matters described in clause (iii) above, the Issuer shall also furnish to
 the Indenture Trustee an Independent Certificate as to the same matters if
 the fair value of the property or securities and of all other property other
 than Purchased Receivables, or securities released from the lien of this
 Indenture since the commencement of the then current calendar year, as set
 forth in the certificates required by clause (iii) above and this clause

 






	
  

 	
  

 	
  

 
	
  

 	
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 (iv), equals
 10% or more of the Outstanding Note Balance, but such certificate need not be
 furnished in the case of any release of property or securities if the fair
 value thereof as set forth in the related Officer’s Certificate is less than
 $25,000 or less than one percent of the then Outstanding Note Balance.

 
	
  

 	
  

 
	
  

 	
           (v)
 Notwithstanding Section 2.9
 or any other provision of this Section, the Issuer may (A) collect,
 liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as
 and to the extent permitted or required by the Transaction Documents, and (B)
 make cash payments out of the Trust Accounts as and to the extent permitted
 or required by the Transaction Documents.

 



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


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


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


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


          SECTION
11.3 Acts
of Noteholders. (a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be given
or taken by Noteholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Noteholders in person
or by agents duly appointed in writing; and


	
  

 	
  

 	
  

 
	
  

 	
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except as
herein otherwise expressly provided such action shall become effective when
such instrument or instruments are delivered to the Indenture Trustee, and,
where it is hereby expressly required, to the Issuer. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act”
of the Noteholders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of
the Indenture Trustee and the Issuer, if made in the manner provided in this Section.


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



          SECTION
11.4 Notices.
All demands, notices and communications hereunder shall be in writing and shall
be delivered or mailed by registered or certified first-class United States
mail, postage prepaid, hand delivery, prepaid courier service, or by facsimile,
and addressed in each case as specified on Schedule II to the Sale and
Servicing Agreement or at such other address as shall be designated by any of
the specified addressees in a written notice to the other parties hereto.
Delivery shall occur only upon receipt or reported tender of such communication
by an officer of the recipient entitled to receive such notices located at the
address of such recipient for notices hereunder.


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


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


	
  

 	
  

 	
  

 
	
  

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


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


          SECTION
11.6 Alternate
Payment and Notice Provisions. Notwithstanding any provision of this
Indenture or any of the Notes to the contrary, the Issuer may enter into any
agreement with any Noteholder providing for a method of payment, or notice by
the Indenture Trustee or any Paying Agent to such Noteholder, that is different
from the methods provided for in this Indenture for such payments or notices, provided, that such methods are reasonable
and consented to by the Indenture Trustee (which consent shall not be
unreasonably withheld). The Issuer will furnish to the Indenture Trustee a copy
of each such agreement and the Indenture Trustee will cause payments to be made
and notices to be given in accordance with such agreements.


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


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


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


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


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


          SECTION
11.11 [RESERVED]


          SECTION
11.12 Legal
Holidays. In any case where the date on which any payment is due
shall not be a Business Day, then (notwithstanding any other provision of the
Notes or this Indenture) payment need not be made on such date, but may be made
on the next succeeding 


	
  

 	
  

 	
  

 
	
  

 	
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Business Day
with the same force and effect as if made on the date on which nominally due,
and no interest shall accrue for the period from and after any such nominal
date.


          SECTION
11.13 Governing
Law. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS
OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


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


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


          SECTION
11.16 Trust
Obligation. Each Noteholder or Note Owner, by acceptance of a Note,
or, in the case of a Note Owner or a beneficial interest in a Note, by
accepting the benefits of this Indenture, covenants and agrees that no recourse
may be taken, directly or indirectly, with respect to the obligations of the
Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this
Indenture or any certificate or other writing delivered in connection herewith
or therewith, against (i) the Indenture Trustee or the Owner Trustee in their
respective individual capacities, (ii) any Certificateholder or any other owner
of a beneficial interest in the Issuer, (iii) the Servicer, the Administrator
or the Seller or (iv) any partner, owner, beneficiary, agent, officer,
director, employee, successor or assign of any Person described in clauses (i), (ii) and (iii)
above, except as any such Person may have expressly agreed (it being understood
that the Indenture Trustee and the Owner Trustee have no such obligations in
their individual capacity) and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution or failure
to pay any installment or call owing to such entity.  


          SECTION
11.17 No
Petition. Each of the Indenture Trustee, by entering into this
Indenture, and each Noteholder and Note Owner, by accepting a Note or, in the
case of a Note Owner, a beneficial interest in a Note, hereby covenants and
agrees that prior to the date which is one year and one day after payment in
full of all obligations of each Bankruptcy Remote Party in respect of all
securities issued by the Bankruptcy Remote Parties, (i) such party shall not
authorize any Bankruptcy Remote Party to commence a voluntary winding-up or
other voluntary case or other Proceeding seeking liquidation, reorganization or
other relief with respect to such Bankruptcy Remote Party or its debts under
any bankruptcy, insolvency or other similar law now or hereafter in effect in
any jurisdiction or seeking the appointment of an administrator, a trustee,
receiver, liquidator, custodian or other similar official with respect to such
Bankruptcy Remote Party or any substantial part of its property or to consent to
any such relief or to the appointment of or taking possession by any such
official in an involuntary case or other Proceeding 


	
  

 	
  

 	
  

 
	
  

 	
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commenced
against such Bankruptcy Remote Party, or to make a general assignment for the
benefit of, its creditors generally, any party hereto or any other creditor of
such Bankruptcy Remote Party, and (ii) none of the parties hereto shall
commence, join or institute against, with any other Person, any Proceeding
against such Bankruptcy Remote Party under any bankruptcy, reorganization,
arrangement, liquidation or insolvency law or statute now or hereafter in
effect in any jurisdiction; provided, that the foregoing shall in no
way limit the rights of the parties hereto to pursue any other creditor rights
or remedies that such Persons may have against the Issuer under applicable law.



          SECTION
11.18 Intent. (a) It is the intent
of the Issuer that the Notes constitute indebtedness for all financial
accounting purposes and the Issuer agrees and each purchaser of a Note (by virtue
of the acquisition of such Note or an interest therein) shall be deemed to have
agreed, to treat the Notes as indebtedness for all financial accounting
purposes.


          (b)
It is the intent of the Issuer that the Notes constitute indebtedness of the
Issuer for all tax purposes and the Issuer agrees and each purchaser of a Note
(by virtue of the acquisition of such Note or an interest therein) shall be
deemed to have agreed to treat the Notes as indebtedness for all federal, state
and local income and franchise tax purposes (except Notes owned by the sole
owner of the Certificate or a person considered to be the same person as such
owner for U.S. federal tax purposes).


          SECTION
11.19 Submission to Jurisdiction; Waiver of
Jury Trial. Each of the parties hereto hereby irrevocably and
unconditionally:


          (a)
submits for itself and its property in any legal action or Proceeding relating
to this Indenture or any documents executed and delivered in connection
herewith, or for recognition and enforcement of any judgment in respect
thereof, to the nonexclusive general jurisdiction of the courts of the State of
New York, the courts of the United States of America for the Southern District
of New York and appellate courts from any thereof;


          (b)
consents that any such action or Proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of such
action or Proceeding in any such court or that such action or Proceeding was
brought in an inconvenient court and agrees not to plead or claim the same;


          (c)
agrees that service of process in any such action or Proceeding may be effected
by mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such Person at its address
determined in accordance with Section 11.4 of this Indenture;  


          (d)
agrees that nothing herein shall affect the right to effect service of process
in any other manner permitted by law or shall limit the right to sue in any
other jurisdiction; and


          (e)
to the extent permitted by applicable law, waives all right of trial by jury in
any action, Proceeding or counterclaim based on, or arising out of, under or in
connection with this Indenture, any other Transaction Document, or any matter
arising hereunder or thereunder.


	
  

 	
  

 	
  

 
	
  

 	
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          SECTION
11.20 Subordination of Claims.
The Issuer’s obligations under this Indenture are obligations solely of the
Issuer and will not constitute a claim against the Seller to the extent that
the Issuer does not have funds sufficient to make payment of such obligations.
In furtherance of and not in derogation of the foregoing, each of the Owner
Trustee (in its individual capacity and as the Owner Trustee), by accepting the
benefits of this Indenture, the Certificateholder, by accepting the
Certificate, and Indenture Trustee (in its individual capacity and as Indenture
Trustee), by entering into this Indenture, and each Noteholder, each Note
Owner, by accepting the benefits of this Indenture, hereby acknowledges and
agrees that such Person has no right, title or interest in or to the Other
Assets of the Seller. To the extent that, notwithstanding the agreements and
provisions contained in the preceding sentence, each of the Owner Trustee, the
Indenture Trustee, each Noteholder or Note Owner and the Certificateholder
either (i) asserts an interest or claim to, or benefit from, Other Assets, or
(ii) is deemed to have any such interest, claim to, or benefit in or from Other
Assets, whether by operation of law, legal process, pursuant to applicable
provisions of insolvency laws or otherwise (including by virtue of Section
1111(b) of the Bankruptcy Code or any successor provision having similar effect
under the Bankruptcy Code), then such Person further acknowledges and agrees
that any such interest, claim or benefit in or from Other Assets is and will be
expressly subordinated to the indefeasible payment in full, which, under the
terms of the relevant documents relating to the securitization or conveyance of
such Other Assets, are entitled to be paid from, entitled to the benefits of,
or otherwise secured by such Other Assets (whether or not any such entitlement
or security interest is legally perfected or otherwise entitled to a priority
of distributions or application under applicable law, including insolvency
laws, and whether or not asserted against the Seller), including the payment of
post-petition interest on such other obligations and liabilities. This
subordination agreement will be deemed a subordination agreement within the
meaning of Section 510(a) of the Bankruptcy Code. Each of the Indenture Trustee
(in its individual capacity and as the Indenture Trustee), by entering into or
accepting this Indenture, the Certificateholder, by accepting the Certificate,
and the Owner Trustee, and each Noteholder or Note Owner, by accepting the
benefits of this Indenture, hereby further acknowledges and agrees that no
adequate remedy at law exists for a breach of this Section and the terms of
this Section may be enforced by an action for specific performance. The
provisions of this Section will be for the third party benefit of those
entitled to rely thereon and will survive the termination of this Indenture.


          SECTION
11.21 Limitation
of Liability of Owner Trustee. It is expressly understood and agreed
by and between the parties hereto that (i) this Indenture is executed and
delivered by Wells Fargo Delaware Trust Company, National Association, not in
its individual capacity but solely as Owner Trustee of the Issuer in the
exercise of the power and authority conferred and vested in it as such Owner
Trustee, (ii) each of the representations, undertakings and agreements made
herein by the Issuer are not personal representations, undertakings and
agreements of Wells Fargo Delaware Trust Company, National Association, but are
binding only on the Issuer, (iii) nothing contained herein shall be construed
as creating any liability on Wells Fargo Delaware Trust Company, National Association
individually or personally, to perform any covenant of the Issuer, either
expressed or implied, contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any Person claiming by, through
or under any such party, and (iv) under no circumstances shall Wells Fargo
Delaware Trust Company, National Association be personally liable for the
payment of any indebtedness or expense of the Issuer or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Issuer under this Indenture.


	
  

 	
  

 	
  

 
	
  

 	
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          SECTION
11.22 Information
Requests. The parties hereto shall provide any information
reasonably requested by the Servicer, the Issuer, the Seller or any of their
Affiliates, that such party has access to, and is not restricted from
providing, in order to comply with or obtain more favorable treatment under any
current or future law, rule, regulation, accounting rule or principle.


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


[Remainder of Page Intentionally Left Blank]


	
  

 	
  

 	
  

 
	
  

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


	
  

 	
  

 	
  

 
	
  

 	
 USAA AUTO OWNER TRUST 2010-1

 
	
  

 	
  

 	
  

 
	
  

 	
 By:  Wells
 Fargo Delaware Trust Company, National Association, not in its individual
 capacity but solely as Owner Trustee

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: 

 
	
  

 	
 Title: 

 
	
  

 	
  

 






	
  

 	
  

 	
  

 
	
  

 	
 S-1

 	
 Indenture (USAA 2010-1)

 













	
  

 	
  

 	
  

 
	
  

 	
 THE BANK OF NEW YORK MELLON,
 not in its individual capacity but solely as Indenture Trustee

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 






	
  

 	
  

 	
  

 
	
  

 	
 S-2

 	
 Indenture (USAA 2010-1)

 









SCHEDULE I 


PERFECTION REPRESENTATIONS, WARRANTIES AND
COVENANTS


          In
addition to the representations, warranties and covenants contained in the
Indenture, the Issuer hereby represents, warrants and covenants to the
Indenture Trustee as follows on the Closing Date: 


General


          1.
The Indenture creates a valid and continuing security interest (as defined in
the applicable UCC) in the Receivables and the other Collateral in favor of the
Indenture Trustee, which security interest is prior to all other Liens, and is
enforceable as such against creditors of and purchasers from the Issuer.


          2.
The Receivables constitute “chattel paper” (including “tangible chattel paper”
and “electronic chattel paper”) “accounts,” “instruments” or “general
intangibles” within the meaning of the applicable UCC.


          3.
Each Receivable is secured by a first priority validly perfected security
interest in the related Financed Vehicle in favor of the Originator, as secured
party, or all necessary actions with respect to such Receivable have been taken
or will be taken to perfect a first priority security interest in the related
Financed Vehicle in favor of the Originator, as secured party. 


          4.
Each Trust Account constitutes either a “deposit account” or a “securities
account” within the meaning of the UCC. 


Creation


          5.
Immediately prior to the sale, transfer, assignment and conveyance of a Receivable
by the Seller to the Issuer, the Seller owned and had good and marketable title
to such Receivable free and clear of any Lien and immediately after the sale,
transfer, assignment and conveyance of such Receivable to the Issuer, the
Issuer will have good and marketable title to such Receivable free and clear of
any Lien. 


Perfection


          6.
The Issuer has caused or will have caused, within ten days after the effective
date of the Indenture, the filing of all appropriate financing statements in
the proper filing office in the appropriate jurisdictions under applicable law
in order to perfect the security interest in the Receivables granted to the
Indenture Trustee hereunder; and the Servicer, in its capacity as custodian,
has in its possession the original copies of such instruments or tangible
chattel paper that constitute or evidence the Receivables, and all financing
statements referred to in this paragraph contain a statement that: “A purchase
of or security interest in any collateral described in this financing statement
will violate the rights of the Secured Party.”


          7.
With respect to Receivables that constitute instruments or tangible chattel
paper, either: 


	
  

 	
  

 	
  

 
	
  

 	
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 Indenture (USAA 2010-1)

 









          (i)
all original executed copies of each such instrument or tangible chattel paper
have been delivered to the Indenture Trustee; or 


          (ii)
such instruments or tangible chattel paper are in the possession of the
Servicer and the Indenture Trustee has received a written acknowledgment from
the Servicer that the Servicer (in its capacity as custodian) is holding such
instruments or tangible chattel paper solely on behalf and for the benefit of
the Indenture Trustee; or 


          (iii)
the Servicer received possession of such instruments or tangible chattel paper
after the Indenture Trustee received a written acknowledgment from the Servicer
that the Servicer is acting solely as agent of the Indenture Trustee.


          8.
With respect to the Trust Accounts that constitute deposit accounts, either:


          (i)
the Issuer has delivered to the Indenture Trustee a fully executed agreement
pursuant to which the bank maintaining the deposit accounts has agreed to
comply with all instructions originated by the Indenture Trustee directing disposition
of the funds in such Trust Accounts without further consent by the Issuer; or 


          (ii)
the Issuer has taken all steps necessary to cause the Indenture Trustee to
become the account holder of such Trust Accounts. 


          9.
With respect to the Trust Accounts that constitute securities accounts or
securities entitlements, either: 


          (i)
the Issuer has delivered to the Indenture Trustee a fully executed agreement
pursuant to which the securities intermediary has agreed to comply with all
instructions originated by the Indenture Trustee relating to such Trust
Accounts without further consent by the Issuer; or 


          (ii)
the Issuer has taken all steps necessary to cause the securities intermediary
to identify in its records the Indenture Trustee as the Person having a
security entitlement against the securities intermediary in each of such Trust
Accounts. 


Priority


          10.
The Issuer has not authorized the filing of, and is not aware of any financing
statements against the Issuer that include a description of collateral covering
the Receivables other than any financing statement (i) relating to the
conveyance of the Receivables by the Bank to the Seller under the Purchase
Agreement, (ii) relating to the conveyance of the Receivables by the
Seller to the Issuer under the Sale and Servicing Agreement,
(iii) relating to the security interest granted to the Indenture Trustee
under the Indenture or (iv) that has been terminated. 


          11.
The Issuer is not aware of any material judgment, ERISA or tax lien filings
against the Issuer. 


          12.
Neither the Issuer nor a custodian or vaulting agent thereof holding any
Receivable that is electronic chattel paper has communicated an “authoritative
copy” (as such


	
  

 	
  

 	
  

 
	
  

 	
 I - 2

 	
 Indenture (USAA 2010-1)

 










term is used in Section 9-105 of the UCC) of any loan agreement
that constitutes or evidences such Receivable to any Person other than the
Servicer.


          13.
None of the instruments, tangible chattel paper or electronic chattel paper
that constitute or evidence the Receivables has any marks or notations
indicating that they have been pledged, assigned or otherwise conveyed to any
Person other than the Seller, the Issuer or the Indenture Trustee.


          14.
No Trust Account that constitutes a securities account or securities
entitlement is in the name of any Person other than the Issuer or the Indenture
Trustee. The Issuer has not consented to the securities intermediary of any
such Trust Account to comply with entitlement orders of any Person other than
the Indenture Trustee.


          15. No Trust Account that constitutes a deposit account is in the name of any
Person other than the Issuer or the Indenture Trustee. The Issuer has not
consented to the bank maintaining such Trust Account to comply with
instructions of any Person other than the Indenture Trustee.


Survival of Perfection Representations


          16.
Notwithstanding any other provision of the Indenture or any other Transaction
Document, the perfection representations, warranties and covenants contained in
this Schedule I shall be continuing, and remain in full force and effect
until such time as all obligations under the Indenture have been finally and
fully paid and performed.


No Waiver


          17.
The parties to this Indenture shall provide the Rating Agencies with prompt
written notice of any material breach of the perfection representations,
warranties and covenants contained in this Schedule I, and shall not,
without satisfying the Rating Agency Condition, waive a breach of any of such
perfection representations, warranties or covenants. 


Issuer to Maintain Perfection and Priority


          18.
The Issuer covenants that, in order to evidence the interests of the Indenture
Trustee under this Indenture, the Issuer shall take such action, or execute and
deliver such instruments as may be necessary or advisable (including, without
limitation, such actions as are requested by the Indenture Trustee) to maintain
and perfect, as a first priority interest, the Indenture Trustee’s security
interest in the Receivables. The Issuer shall, from time to time and within the
time limits established by law, prepare and file, all financing statements,
amendments, continuations, initial financing statements in lieu of a
continuation statement, terminations, partial terminations, releases or partial
releases, or any other filings necessary or advisable to continue, maintain and
perfect the Indenture Trustee’s security interest in the Receivables as a
first-priority interest.


	
  

 	
  

 	
  

 
	
  

 	
 I - 3

 	
 Indenture (USAA 2010-1)

 









Exhibit A


FORMS OF NOTES


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Indenture (USAA 2010-1)

 









FORM OF CLASS [A-1] [A-2] [A-3] [A-4] [B] NOTES


	
  

 	
  

 
	
 REGISTERED

 	
 $___________________1

 
	
 No.
 R-________

 	
 CUSIP NO.
 ______________

 
	
  

 	
 ISIN.
 ______________

 



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


          [Class
A-1 Notes and Class B Notes only: THIS NOTE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED
STATES. THE HOLDER OF THIS NOTE, BY PURCHASING THIS NOTE, AGREES FOR THE
BENEFIT OF THE ISSUER AND THE DEPOSITOR THAT THIS NOTE MAY BE SOLD,
TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN
THE MEANING OF RULE l44A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
OR (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE
JURISDICTION. IF AT ANY TIME THE ISSUER DETERMINES OR IS NOTIFIED THAT ANY
PURPORTED TRANSFER WAS IN BREACH OF THE FOREGOING RESTRICTIONS, THE ISSUER AND
THE INDENTURE TRUSTEE MAY CONSIDER SUCH TRANSFER VOID AB INITIO AND THE ISSUER
MAY REQUIRE THAT THIS NOTE (OR ANY INTEREST THEREIN) BE TRANSFERRED TO A PERSON
DESIGNATED BY THE ISSUER.]


          THE
PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS 


	
  

 	
  

 
	

 


 
	
 1

 	
 Denominations
 of $1,000 and integral multiples of $1,000 in excess thereof.

 






	
  

 	
  

 	
  

 
	
  

 	
 A-2

 	
 Indenture (USAA 2010-1)

 









NOTE AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


          [FOR
THE CLASS A NOTES: EACH CLASS A NOTEHOLDER, BY ITS ACCEPTANCE OF A CLASS
A NOTE (AND EACH NOTE OWNER, BY ITS ACCEPTANCE OF A BENEFICIAL INTEREST IN A
CLASS A NOTE) WILL BE DEEMED TO HAVE REPRESENTED THAT (X) IT IS NOT, AND IS NOT
ACQUIRING A CLASS A NOTE ON BEHALF OF, OR WITH “PLAN ASSETS” (AS DETERMINED
UNDER DEPARTMENT OF LABOR REGULATION §2510.3-101 (AS MODIFIED BY SECTION 3(42)
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR OTHERWISE) OF, A BENEFIT PLAN, OR ANY GOVERNMENTAL PLAN, NON-U.S. PLAN,
CHURCH PLAN OR RETIREMENT ARRANGEMENT THAT IS SUBJECT TO A LAW THAT IS SIMILAR
TO SECTION 406 OF ERISA OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (“SIMILAR LAW”), OR (Y) [in the case of the Class A-2, Class
A-3 and Class A-4 Notes (or in the case of the Class A-1 Notes only if an
opinion of counsel, which counsel and opinion shall be acceptable to the
Administrator, has been or is delivered to the Administrator that such Notes
will constitute debt for United States federal income tax purposes)] ITS
ACQUISITION AND HOLDING OF THE CLASS A NOTE SATISFY THE REQUIREMENTS FOR RELIEF
UNDER PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 90-1,
PTCE 91-38, PTCE 95-60, PTCE 96-23, THE SERVICE PROVIDER EXEMPTION PROVIDED
UNDER SECTION 408(B)(17) OF ERISA AND SECTION 4975(D)(20) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, OR A SIMILAR EXEMPTION, OR, IN THE CASE OF AN
EMPLOYEE BENEFIT PLAN SUBJECT TO SIMILAR LAW, DOES NOT RESULT IN A NON-EXEMPT
VIOLATION OF ANY SIMILAR LAW. IF AT ANY TIME THE ISSUER DETERMINES OR IS
NOTIFIED THAT ANY PURPORTED TRANSFER WAS IN BREACH OF THE FOREGOING
RESTRICTIONS, THE ISSUER AND THE INDENTURE TRUSTEE MAY CONSIDER SUCH TRANSFER
VOID AB INITIO AND THE ISSUER MAY REQUIRE THAT THIS NOTE (OR ANY INTEREST
THEREIN) BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER.]


          [FOR
THE CLASS B NOTES: THE CLASS B NOTES MAY BE ACQUIRED ONLY IF EITHER: (A)
FOR THE ENTIRE PERIOD DURING WHICH SUCH PURCHASER OR TRANSFEREE HOLDS ITS
INTEREST IN THE CLASS B NOTES, NO PORTION OF SUCH PURCHASER’S OR TRANSFEREE’S
ASSETS CONSTITUTES ASSETS OF ANY BENEFIT PLAN OR ANY GOVERNMENTAL PLAN, CHURCH
PLAN OR NON-U.S. PLAN THAT IS SUBJECT TO A LAW THAT IS SIMILAR TO SECTION 406
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (“SIMILAR LAW”);
OR (B) (1) (A) THE ASSETS USED BY SUCH PURCHASER OR TRANSFEREE TO ACQUIRE THE
CLASS B NOTES (OR ANY INTEREST THEREIN) CONSTITUTE ASSETS OF AN INSURANCE
COMPANY GENERAL ACCOUNT, (B) FOR THE ENTIRE PERIOD DURING WHICH SUCH PURCHASER
OR TRANSFEREE HOLDS ITS INTEREST IN THE CLASS B NOTES, LESS THAN 25% OF THE ASSETS
OF SUCH INSURANCE COMPANY GENERAL ACCOUNT WILL CONSTITUTE “PLAN ASSETS” OF ANY
BENEFIT PLAN, (C) NEITHER SUCH PURCHASER OR TRANSFEREE NOR ANY AFFILIATE IS A
CONTROLLING PERSON OF THE ISSUER AND (D) THE ACQUISITION AND HOLDING 


	
  

 	
  

 	
  

 
	
  

 	
 A-3

 	
 Indenture (USAA 2010-1)

 









OF THE CLASS B
NOTES BY SUCH PURCHASER OR TRANSFEREE WILL SATISFY THE REQUIREMENTS OF SECTION
I OF PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 95-60 AND WILL NOT
CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (2) IF SUCH
PURCHASER OR TRANSFEREE IS A GOVERNMENTAL PLAN, CHURCH PLAN OR NON-U.S. PLAN
THAT IS SUBJECT TO ANY SIMILAR LAW, THE ACQUISITION AND HOLDING OF THE CLASS B
NOTES BY SUCH PURCHASER OR TRANSFEREE WILL NOT CONSTITUTE A NONEXEMPT VIOLATION
OF ANY APPLICABLE SIMILAR LAW. IF AT ANY TIME THE ISSUER DETERMINES OR IS
NOTIFIED THAT ANY PURPORTED TRANSFER WAS IN BREACH OF THE FOREGOING
RESTRICTIONS, THE ISSUER AND THE INDENTURE TRUSTEE MAY CONSIDER SUCH TRANSFER
VOID AB INITIO AND THE ISSUER MAY REQUIRE THAT THIS NOTE (OR ANY INTEREST
THEREIN) BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER.] 


          [FOR
THE CLASS A-1 NOTES AND THE CLASS B NOTES: TRANSFERS OF THE NOTES MUST
GENERALLY BE ACCOMPANIED BY APPROPRIATE TAX TRANSFER DOCUMENTATION AND ARE
SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE.]


USAA AUTO OWNER TRUST 2010-1


[CLASS A-1
[          ]%] [CLASS A-2
[          ]%] [CLASS A-3
[          ]%]

[CLASS A-4 [          ]%]
[CLASS B [          ]%]

AUTO LOAN ASSET BACKED NOTES


          USAA
Auto Owner Trust 2010-1, a
statutory trust organized and existing under the laws of the State of Delaware
(including any successor, the “Issuer”), for value received, hereby
promises to pay to [______], or registered assigns, the principal sum of [___]
DOLLARS ($[___]), in monthly installments on the 15th of each month,
or if such day is not a Business Day, on the immediately succeeding Business
Day, commencing on March 15, 2010 (each, a “Payment Date”) until the
principal of this Note is paid or made available for payment, and to pay
interest on each Payment Date on the Class [A-1] [A-2] [A-3] [A-4] [B] Note
Balance as of the preceding Payment Date (after giving effect to all payments
of principal made on the preceding Payment Date), or as of the Closing Date in
the case of the first Payment Date, at the rate per annum shown above (the “Interest
Rate”), in each case as and to the extent set forth in Sections 2.7,
3.1, 5.4(b) and 8.2 of the Indenture and Section 4.4
of the Sale and Servicing Agreement; provided, however, that the entire
Class [A-1] [A-2] [A-3] [A-4] [B] Note Balance shall be due and payable on the
earliest of (i) [___] (the “Final Scheduled Payment Date”), (ii) the
Redemption Date, if any, pursuant to Section 10.1 of the Indenture and
(iii) the date the Notes are accelerated after an Event of Default pursuant to Section
5.2 of the Indenture. Interest on this Note will accrue for each Payment
Date from and including the preceding Payment Date (or, in the case of the
initial Payment Date, from and including the Closing Date) to but excluding
such Payment Date. Interest will be computed on the basis of [Class A-1: actual
days elapsed and a 360-day year][Class A-2, A-3, A-4 and B: a 360-day year of
twelve 30-day months]. Such principal of and interest on this Note shall be
paid in the manner specified on the reverse hereof.


	
  

 	
  

 	
  

 
	
  

 	
 A-4

 	
 Indenture (USAA 2010-1)

 









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


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


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


          IN
WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually,
by its Authorized Officer.


Dated:
February 24, 2010 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 USAA AUTO
 OWNER TRUST 2010-1

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
 WELLS FARGO
 DELAWARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity
 but solely as Owner Trustee

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Title:

 	
  

 	
  

 
	
  

 	
  

 	

 


 






	
  

 	
  

 	
  

 
	
  

 	
 A-5

 	
 Indenture (USAA 2010-1)

 









INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


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


Dated:
February 24, 2010


	
  

 	
  

 	
  

 
	
  

 	
 THE BANK OF NEW YORK MELLON,

 
	
  

 	
 not in its
 individual capacity but solely as Indenture Trustee

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Authorized Signatory

 






	
  

 	
  

 	
  

 
	
  

 	
 A-6

 	
 Indenture (USAA 2010-1)

 









 [REVERSE OF NOTE]


          This
Note is one of a duly authorized issue of Notes of the Issuer, designated as
its [Class A-1[          ]%] [Class A-2 [          ]%]
[Class A-3 [          ]%] [Class A-4 2 [          ]%] [Class
B [          ]%] Auto Loan Asset-Backed Notes (herein called the “Class [A-1] [A-2]
[A-3] [A-4] [B] Notes” or the “Notes”), all issued under an
Indenture dated as of February [24], 2010 (such Indenture, as supplemented or
amended, is herein called the “Indenture”), between the Issuer and The
Bank of New York Mellon, a banking corporation organized under the laws of the
State of New York, not in its individual capacity but solely as trustee (the “Indenture
Trustee”), which term includes any successor Indenture Trustee under the
Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes
are subject to all terms of the Indenture and the Sale and Servicing Agreement.
All terms used in this Note that are not otherwise defined herein and that are
defined in the Indenture or the Sale and Servicing Agreement shall have the
meanings assigned to them in the Indenture or in Appendix A of the Sale
and Servicing Agreement.


          The
Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4
Notes are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture. The Class B Notes are
subordinated to the Class A Notes, and are secured by the collateral pledged as
security therefor on a subordinated basis as provided in the Indenture. All
covenants and agreements made by the Issuer in the Indenture are for the
benefit of the Holders of the Class A Notes and the Class B Notes.


          Principal
payable on the Notes will be paid on each Payment Date in the amount specified
in the Indenture and in the Sale and Servicing Agreement. As described above,
the entire Class [A-1] [A-2] [A-3] [A-4] [B] Note Balance shall be due and payable
on the earliest of (i) [___] (the “Final Scheduled Payment Date”), (ii)
the Redemption Date, if any, pursuant to Section 10.1 of the Indenture
and (iii) the date the Notes are accelerated after an Event of Default pursuant
to Section 5.2 of the Indenture. All principal payments on the Class
[A-1] [A-2] [A-3] [A-4] [B] Notes shall be made pro rata to the Class [A-1]
[A-2] [A-3] [A-4] [B] Noteholders entitled thereto.


          Payments
of principal of and interest on this Note made on each Payment Date, Redemption
Date or upon acceleration shall be made by check mailed to the Person whose
name appears as the registered Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on the related Record
Date, except that with respect to Notes registered on the Record Date in the
name of the nominee of DTC (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of
this Note (or any one or more Predecessor Notes) affected by any payments made
on any Payment Date or Redemption Date shall be binding upon all future Holders
of this Note and of any Note issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are
expected to be available, as provided in the Indenture, for payment in full of
the remaining unpaid principal amount of this Note on a 


	
  

 	
  

 	
  

 
	
  

 	
 A-7

 	
 Indenture (USAA 2010-1)

 









Payment Date
or Redemption Date, then the Indenture Trustee, in the name of and on behalf of
the Issuer, will notify the Person who was the registered Holder hereof as of
the Record Date preceding such Payment Date or Redemption Date by notice mailed
prior to such Payment Date or Redemption Date and the amount then due and
payable shall be payable only upon presentation and surrender of this Note at
the Corporate Trust Office of the Indenture Trustee or at the office of the
Indenture Trustee’s agent appointed for such purposes located in The City of
New York. 


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


          It is the
intent of the Seller, the Servicer, the Noteholders and the Note Owners that,
for purposes of federal, state and local income and franchise tax the Notes
will qualify as indebtedness of the Issuer (except for Notes owned by the sole
owner of the Certificate or a person considered to be the same person as such
owner for U.S. federal tax purposes). The Noteholders, by acceptance of a Note,
agree to treat, and to take no action inconsistent with the treatment of, the
Notes for such tax purposes as indebtedness of the Issuer.


          Each Noteholder
or Note Owner, by acceptance of a Note, or, in the case of a Note Owner, a
beneficial interest in a Note, covenants and agrees that, prior to the date
which is one year and one day after payment in full of all obligations of each
Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy
Remote Party (i) such party shall not authorize any Bankruptcy Remote Party to
commence a voluntary winding-up or other voluntary case or other Proceeding
seeking liquidation, reorganization or other relief with respect to such
Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect in any jurisdiction or seeking the
appointment of an administrator, a trustee, receiver, liquidator, custodian or
other similar official with respect to such Bankruptcy Remote Party or any
substantial part of its property or to consent to any such relief or to the
appointment of or taking possession by any such official in any involuntary
case or other Proceeding commenced against such Bankruptcy Remote Party, or to
make a general assignment for the benefit of, its creditors generally, any
party hereto or any other creditor of such Bankruptcy Remote Party, and (ii)
none of the parties hereto shall commence or join with any other Person in
commencing any Proceeding against such Bankruptcy Remote Party under any
bankruptcy, 


	
  

 	
  

 	
  

 
	
  

 	
 A-8

 	
 Indenture (USAA 2010-1)

 









reorganization,
liquidation or insolvency law or statute now or hereafter in effect in any
jurisdiction.


          This
Note and the Indenture shall be construed in accordance with the laws of the
State of New York, without reference to its conflict of law provisions, and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.


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


	
  

 	
  

 	
  

 
	
  

 	
 A-9

 	
 Indenture (USAA 2010-1)

 









ASSIGNMENT


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


______________________________________________________________________________________________________________________________


FOR VALUE
RECEIVED, the undersigned hereby sells,


assigns and
transfers unto
_________________________________________________________________________________________________________


(name and address of assignee)


the within
Note and all rights thereunder, and hereby irrevocably constitutes and appoints
______________________, attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.


	
  

 	
  

 	
  

 
	
 Dated:
 _________________          ___________________________________________
 */

 
	
  

 	
  

 
	
  

 	
  

 	
 Signature
 Guaranteed:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Signatures
 must be guaranteed by an “eligible guarantor institution” meeting the
 requirements of the Note Registrar, which requirements include membership or
 participation in STAMP or such other “signature guarantee program” as may be
 determined by the Note Registrar in addition to, or in substitution for,
 STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 
	
  

 
	
           */
 NOTE: The signature to this assignment must correspond with the name of the
 registered owner as it appears on the face of the within Note in every
 particular without alteration, enlargement or any change whatsoever.

 






	
  

 	
  

 	
  

 
	
  

 	
 A-10

 	
 Indenture (USAA 2010-1)