EXHIBIT 4.1


	
  

 
	

 


 


USAA AUTO OWNER TRUST 2009-2


Class A-1 0.33405% Auto Loan Asset Backed
Notes

Class A-2 0.74% Auto Loan Asset Backed Notes

Class A-3 1.54% Auto Loan Asset Backed Notes

Class A-4 2.53% Auto Loan Asset Backed Notes

Class B 3.85% Auto Loan Asset Backed Notes


	
  

 
	

 


 


INDENTURE


Dated as of November 13, 2009


	
  

 
	

 


 


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

 	
 20

 
	
  

 	
  

 	
  

 	
  

 
	
 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

 	
 21

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 5.2

 	
 Acceleration
 of Maturity; Waiver of Event of Default

 	
 22

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 5.3

 	
 Collection
 of Indebtedness and Suits for Enforcement by the Indenture Trustee

 	
 22

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 5.4

 	
 Remedies;
 Priorities

 	
 25

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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

 	
 29

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 5.10

 	
 Delay or
 Omission Not a Waiver

 	
 29

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 5.11

 	
 Control by
 Noteholders

 	
 29

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 5.12

 	
 Waiver of
 Past Defaults

 	
 30

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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

 	
 34

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 6.3

 	
 Individual
 Rights of the Indenture Trustee

 	
 35

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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

 	
 36

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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

 	
 38

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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

 	
 40

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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

 	
 41

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.3

 	
 General
 Provisions Regarding Accounts

 	
 41

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.4

 	
 Release of
 Collateral

 	
 42

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.5

 	
 Opinion of
 Counsel

 	
 43

 
	
  

 	
  

 	
  

 	
  

 
	
 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

 	
 46

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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

 	
 47

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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

 	
 52

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 11.10

 	
 Severability

 	
 52

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 11.11

 	
 [RESERVED]

 	
 52

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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

 	
 53

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 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 November 13, 2009 (as amended, modified or
supplemented from time to time, this “Indenture”), is between USAA AUTO
OWNER TRUST 2009-2, 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 0.33405% Auto Loan Asset
Backed Notes (the “Class A-1 Notes”), Class A-2 0.74% Auto Loan Asset
Backed Notes (the “Class A-2 Notes”), Class A-3 1.54% Auto Loan Asset
Backed Notes (the “Class A-3 Notes”) and Class A-4 2.53% 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 3.85% 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 November 13, 2009 (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 2009-2)

 









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 $224,000,000, Class A-2
Notes for original issue in an Initial Note Balance of $195,000,000, Class A-3
Notes for original issue in an Initial Note Balance of $385,000,000, Class A-4
Notes for original issue in an Initial Note Balance of $176,000,000 and Class B
Notes for original issue in an Initial Note Balance of $20,000,000. 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, Advances made on such Payment Date pursuant to Section 4.3(c)
of the Sale and Servicing Agreement 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 


	
  

 	
  

 	
  

 
	
  

 	
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Trustee with the address thereof, such surrenders, notices and demands
may be made or served at the Corporate Trust Office, and the Issuer hereby
appoints the Indenture Trustee as its agent to receive all such surrenders,
notices and demands.


          SECTION 3.3
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.

 





	
  

 	
  

 	
  

 
	
  

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


	
  

 	
  

 	
  

 
	
  

 	
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          (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; 


          (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, 2010,
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 


	
  

 	
  

 	
  

 
	
  

 	
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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, 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 


	
  

 	
  

 	
  

 
	
  

 	
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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;


          (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, 2010, 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.

 





	
  

 	
  

 	
  

 
	
  

 	
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          (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).


          (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, 



	
  

 	
  

 	
  

 
	
  

 	
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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.


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 


	
  

 	
  

 	
  

 
	
  

 	
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 Indenture (USAA 2009-2)

 









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
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 


	
  

 	
  

 	
  

 
	
  

 	
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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 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 



	
  

 	
  

 	
  

 
	
  

 	
 22

 	
 Indenture (USAA 2009-2)

 









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 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, 

 





	
  

 	
  

 	
  

 
	
  

 	
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 Indenture (USAA 2009-2)

 










	
  

 	
  

 
	
  

 	
 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;

 
	
  

 	
  

 
	
  

 	
           (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.


	
  

 	
  

 	
  

 
	
  

 	
 24

 	
 Indenture (USAA 2009-2)

 









          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 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:


	
  

 	
  

 	
  

 
	
  

 	
 25

 	
 Indenture (USAA 2009-2)

 













	
  

 	
  

 	
  

 
	
  

 	
           (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;

 
	
  

 	
  

 
	
  

 	
           (ii) second, to the Servicer (or any
 predecessor Servicer, if applicable), for reimbursement of all outstanding
 Advances;

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (iv) fourth,
 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;

 
	
  

 	
  

 
	
  

 	
           (v) fifth,
 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;

 
	
  

 	
  

 	
  

 
	
  

 	
           (vi) sixth,
 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

 





	
  

 	
  

 	
  

 
	
  

 	
 26

 	
 Indenture (USAA 2009-2)

 













	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
           (vii) seventh,
 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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           (ix) ninth, 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;

 





	
  

 	
  

 	
  

 
	
  

 	
 27

 	
 Indenture (USAA 2009-2)

 













	
  

 	
  

 
	
  

 	
           (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

 
	
  

 	
  

 
	
  

 	
           (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 


	
  

 	
  

 	
  

 
	
  

 	
 28

 	
 Indenture (USAA 2009-2)

 









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 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;

 





	
  

 	
  

 	
  

 
	
  

 	
 29

 	
 Indenture (USAA 2009-2)

 









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 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


	
  

 	
  

 	
  

 
	
  

 	
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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.


          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


	
  

 	
  

 	
  

 
	
  

 	
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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.


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

 






	
  

 	
  

 	
  

 
	
  

 	
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           (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 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.


	
  

 	
  

 	
  

 
	
  

 	
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          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.


          (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.


	
  

 	
  

 	
  

 
	
  

 	
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          (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 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.


	
  

 	
  

 	
  

 
	
  

 	
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          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 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;

 






	
  

 	
  

 	
  

 
	
  

 	
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           (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 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


	
  

 	
  

 	
  

 
	
  

 	
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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 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


	
  

 	
  

 	
  

 
	
  

 	
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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 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.


	
  

 	
  

 	
  

 
	
  

 	
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          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.


          (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, 2010, 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.


	
  

 	
  

 	
  

 
	
  

 	
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          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 Advances 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.


          (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. 


	
  

 	
  

 	
  

 
	
  

 	
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          (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 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.


	
  

 	
  

 	
  

 
	
  

 	
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          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.


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;

 






	
  

 	
  

 	
  

 
	
  

 	
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           (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.

 


          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 

 






	
  

 	
  

 	
  

 
	
  

 	
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 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;

 
	
  

 	
  

 
	
  

 	
           (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.


	
  

 	
  

 	
  

 
	
  

 	
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          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 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 Bank, as Servicer, pursuant to Section 8.1 of the Sale
and Servicing Agreement, on any Payment Date on which the Bank exercises its
option to purchase the Trust Estate (other than the Reserve Account) pursuant
to said Section 8.1, for a purchase price equal


	
  

 	
  

 	
  

 
	
  

 	
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to the Optional Purchase Price, which amount shall be deposited by the
Servicer 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.


                    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


	
  

 	
  

 	
  

 
	
  

 	
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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;

 
	
  

 	
  

 
	
  

 	
           (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 

 






	
  

 	
  

 	
  

 
	
  

 	
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 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 (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.


	
  

 	
  

 	
  

 
	
  

 	
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          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 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


	
  

 	
  

 	
  

 
	
  

 	
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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.


          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.


	
  

 	
  

 	
  

 
	
  

 	
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          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 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.


	
  

 	
  

 	
  

 
	
  

 	
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          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 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;


	
  

 	
  

 	
  

 
	
  

 	
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          (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.


          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, not in its individual capacity
but solely as Owner Trustee


	
  

 	
  

 	
  

 
	
  

 	
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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, but are binding only on the Issuer, (iii) nothing contained herein
shall be construed as creating any liability on Wells Fargo Delaware Trust
Company 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 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.


          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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 Indenture (USAA 2009-2)

 









          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 2009-2

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: 

 
	
  

 	
 Title: 

 






	
  

 	
  

 	
  

 
	
  

 	
 S-1

 	
 Indenture (USAA 2009-2)

 













	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: 

 
	
  

 	
 Title: 

 






	
  

 	
  

 	
  

 
	
  

 	
 S-2

 	
 Indenture (USAA 2009-2)

 










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 2009-2)

 









          (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 2009-2)

 









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 2009-2)

 









Exhibit A


FORMS OF NOTES


Indenture (USAA 2009-2)





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


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 $_______________________1

 
	
 REGISTERED

 	
  

 	
 CUSIP NO.
 ____________________

 
	
 No.
 R-__________

 	
  

 	
 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 2009-2)

 









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 2009-2)

 









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 2009-2


[CLASS A-1 0.33405%] [CLASS A-2 0.74%] [CLASS
A-3 1.54%]

[CLASS A-4 2.53%] [CLASS B 3.85%]

AUTO LOAN ASSET BACKED NOTES


          USAA Auto
Owner Trust 2009-2, 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 May 15, 2009 (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 2009-2)

 









          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: November 13, 2009 


	
  

 	
  

 	
  

 
	
  

 	
 USAA AUTO
 OWNER TRUST 2009-2

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

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

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	

 



 
	
  

 	
 Name:

 	

 




 
	
  

 	
 Title:

 	


 




 






	
  

 	
  

 	
  

 
	
  

 	
 A-5

 	
 Indenture (USAA 2009-2)

 









INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


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


Dated: November 13, 2009 


	
  

 	
  

 	
  

 
	
  

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

 
	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	


 




 
	
  

 	
 Authorized Signatory

 
				






	
  

 	
  

 	
  

 
	
  

 	
 A-6

 	
 Indenture (USAA 2009-2)

 









 [REVERSE OF NOTE]


          This Note
is one of a duly authorized issue of Notes of the Issuer, designated as its
[Class A-1 0.33405%] [Class A-2 0.74%] [Class A-3 1.54%] [Class A-4 2.53%]
[Class B 3.85%] 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 November 13, 2009 (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 2009-2)

 









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 2009-2)

 









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 2009-2)

 










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 2009-2)